Common use of Visitation Clause in Contracts

Visitation. The Parent Guarantor and the Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’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 the other offices and properties of the Parent Guarantor, the Company or each of their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor and 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 Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or and the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the CompanyCompany or the Parent Guarantor, as applicable, 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 Parent Guarantor’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 Parent Guarantor and the Company, which consent will not be unreasonably withheld) , to visit the other offices and properties of the Parent Guarantor, Guarantor and the Company or and each of their respective SubsidiariesSubsidiary, 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 the six (6) month period following the date of any all-holders visiting date wherein all holders of the Notes are invited by the Parent Guarantor and the Company to its principal executive office; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor and 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, at the expense of such Purchaser or such holder and at reasonable intervals and upon reasonable prior notice to the Parent Guarantor and or the Company, as applicable, to visit the principal executive office offices of the Parent Guarantor or the Company, as the case may beapplicable, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Guarantor and their respective its Subsidiaries with the Parent Guarantor’s and or the Company’s officers, and (with the consent of the Parent Guarantor or the Company, as applicable, which consent will not be unreasonably withheld) its independent public accountants, and subject to any safety procedures requested by the Parent Guarantor, the Company or the relevant Subsidiary (with the consent of the Parent Guarantor or the Company, as applicable, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or Guarantor and each of their respective SubsidiariesSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that such visits or inspections do not unreasonably interfere with the operation of any Obligor or any Subsidiary and such Purchaser or such holder of a Note shall use its commercially reasonable efforts to coordinate any such discussions or inspection; provided, further, that each Purchaser and each holder of a Note shall only be entitled to one such visit per calendar year; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the principal executive offices or properties of any of the Parent Guarantor, the Company Obligors or any of their respective Subsidiaries Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company Obligors authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Obligors and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor and 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 Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries with the Parent Guarantor’s and the Company’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 the other offices and properties of the Parent Guarantor, the Company or and each of their respective SubsidiariesSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, 19 finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries), all at such times and as often during regular business hours as may be requested; provided that no holder of Notes shall be entitled to examine or make copies or abstracts of, or otherwise obtain information with respect to, the Company’s records relating to pending or threatened litigation if (i) the Company determines after consultation with counsel qualified to advise on such matters that, notwithstanding the confidentiality requirements of Section 20, it would be prohibited from disclosing such information by applicable law or regulations without making public disclosure thereof, or (ii) notwithstanding the confidentiality requirements of Section 20, the Company is prohibited from disclosing such information by the terms of an obligation of confidentiality contained in any agreement with any non-Affiliate binding upon the Company and not entered into in contemplation of this proviso, provided further that, with respect to this clause (ii), (x) the Company shall use commercially reasonable efforts to obtain consent from the party in whose favor the obligation of confidentiality was made to permit the disclosure of the relevant information and (y) the Company has received a written opinion of counsel confirming that disclosure of such information without consent from such other contractual party would constitute a breach of such agreement. Promptly after determining that the Company is not permitted to disclose any information as a result of the limitations described in the first proviso to this clause (b), the Company will provide each of the holders with an Officer’s Certificate describing generally the requested information that the Company is prohibited from disclosing pursuant to such proviso and the circumstances under which the Company is not permitted to disclose such information. Promptly after a request therefor from any holder of Notes that is an Institutional Investor, the Company will provide such holder with a written opinion of counsel (which may be addressed to the Company) relied upon as to such information that the Company is prohibited from disclosing to such holder under circumstances described in the first proviso to this clause (b).

Visitation. The Parent Guarantor and 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 Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or each of their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; andand Agree Limited Partnership Note Purchase Agreement (b) Default — if a Default or an Event of Default then exists, at the expense of the Parent Guarantor and the Company Company, to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor Company shall, and the Company 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 Parent Guarantor and the Companysuch Note Party, to visit the principal executive office of the Parent Guarantor or the Company, as the case may besuch Note Party, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company such Note Party and their respective its Subsidiaries with the Parent Guarantor’s and the Companyeach Note Party’s officers, and (with the consent of the Companysuch Note Party, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with each Note Party’s independent public accountants shall be made per fiscal year by all holders and such discussion shall be held on or around the end of the SAS 100 review period and that representatives of such Note Party shall be entitled to be present at any such meeting), ‑20‑ American Assets Trust, L.P. Note Purchase Agreement and (with the consent of the Companysuch Note Party, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or such Note Party and each of their respective SubsidiariesSubsidiary, 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 an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company such Note Party to visit and inspect any of the offices or properties of the Parent Guarantor, the Company such Note Party or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize such Note Party authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company such Note Party and their respective Subsidiariesits Subsidiaries (provided that representatives of such Note Party shall be entitled to be present at any such meeting)), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor and the Company Obligors 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 Parent Guarantor and the CompanyObligors, to visit the principal executive office of the Parent Guarantor or the Company, as the case may beObligors, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Obligors and their respective Subsidiaries with the Parent Guarantor’s and the Company’s Obligors’ 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 CompanyObligors, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or each of their respective SubsidiariesObligor and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, however, that the Obligors shall not be required to hold such visit or meeting with any holder more than once every twelve (12) months and that the Obligors shall notify other holders of Notes of such request for a meeting or visit by any holder; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company Obligors to visit and inspect any of the offices or properties of the Parent Guarantor, the Company any Obligor or any of their respective Subsidiaries 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, Oaktree Capital Management, L.P. Note and Guaranty Agreement finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company Obligors authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Obligors and their respective Subsidiaries), all at such reasonable times and as often during regular business hours as may be reasonably requested. Notwithstanding the foregoing, an Institutional Investor (other than an original purchaser of a Note or its investment manager acting solely on its behalf) that is a Competitor of the Obligors will not have the inspection rights contained in this Section 7.3 unless and until the occurrence of a Default or an Event of Default.

Visitation. The Parent Guarantor and 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 Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or each of their respective 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 Parent Guarantor and the Company Company, to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.. Agree Limited Partnership Note Purchase Agreement

Visitation. The Parent Guarantor and 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 Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may beGuarantor, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Guarantor and their respective its Restricted Subsidiaries with the Parent Guarantor’s and the Company’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 CompanyParent Guarantor, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or Guarantor and each of their respective SubsidiariesSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company Guarantor or any of their respective Subsidiaries 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 officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Guarantor and their respective its Restricted Subsidiaries), all at such times and as often during regular business hours as may be requested.; and (c) Collateral Reports — no more frequently than once during each calendar year, or more frequently as determined by the Required Holders if a Default or Event of Default shall have occurred and be continuing, upon the request of the Required Holders, the Parent Guarantor and the Company will obtain and deliver to the holders of the Notes, or, if the Required Holders so elect, will cooperate with the holders of the Notes in the holders’ obtaining, a report of an independent collateral auditor satisfactory to the Required Holders with respect to the Equipment and/or the other components included in the Borrowing Base, which report shall indicate whether or not the information set forth in the Borrowing Base Report most recently delivered is accurate and complete in all material respects based upon a review by such auditors of the Equipment (including verification as to the value, location and respective types). Collateral value reports shall be conducted and made at the expense of the Company not more than one time in any calendar year unless a Default or Event of Default is continuing (during which period any and all such collateral value reports shall be at the expense of the Company); and

Visitation. The Parent Guarantor 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 such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or and the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the CompanyCompany or the Parent Guarantor, as applicable, 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 Parent Guarantor’s independent public accountants shall be made per fiscal year by all Purchasers and 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 Parent Guarantor and the Company, which consent will not be unreasonably withheld) , to visit the Terreno Realty LLC Agreement Note Purchase other offices and properties of the Parent Guarantor, Guarantor and the Company or and each of their respective SubsidiariesSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that such Purchaser or 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 the six (6) month period following the date of any all-holders visiting date wherein all holders of the Notes are invited by the Parent Guarantor and the Company to its principal executive office; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor and 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 Parent Guarantor and Company (which shall not be less than thirty (30) days prior to the Companydate of such inspection), to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries with the Parent Guarantor’s and the Company’s officersofficers having knowledge of such matters, 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 the other offices and properties of the Parent Guarantor, the Company or and each of their respective Subsidiary (other than Financing Subsidiaries), all at such reasonable times during normal business hours and as often as may be reasonably requested in writingwriting (provided that (w) the Company or such Subsidiary shall be entitled to have its representatives and advisors present during any inspection of its books and records, (x) no such inspection shall interfere in any material respect with the Company’s business and operations, (y) such holder of a Note, together with its affiliates, holds a principal amount of the Notes of at least $10,000,000 (provided, however, that holders of Notes holding a principal amount of Notes of less than $10,000,000 shall be permitted to exercise rights under this Section 7.3(a) if such right is exercised jointly with a holder of a Note of a principal amount of Notes of at least $10,000,000) and (z) if the Company has provided to each holder of the Notes written notice of the intent of a holder to exercise inspection rights set forth in this Section 7.3(a) not less than fifteen (15) days prior to such inspection and permitting such holder to join in such scheduled inspection upon five (5) (rather than thirty (30)) Business Days’ prior notice, the inspection rights under this Section 7.3(a) may, in the aggregate for all holders of the Notes, only be exercised once per fiscal year); and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiary (other than Financing Subsidiaries and Immaterial Subsidiaries), to examine all their respective books of account, records, reports and other paperspapers related to the Company’s performance hereunder, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers having knowledge of such matters and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries (other than Financing Subsidiaries and Immaterial Subsidiaries)), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor Company shall, and the Company 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 Parent Guarantor and the Companysuch Note Party, to visit the principal executive office of the Parent Guarantor or the Company, as the case may besuch Note Party, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company such Note Party and their respective its Subsidiaries with the Parent Guarantor’s and the Companyeach Note Party’s officers, and (with the consent of the Companysuch Note Party, which consent will not be unreasonably withheld) its independent public accountantsaccountants (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 end 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 the Companysuch Note Party, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or such Note Party and each of their respective SubsidiariesSubsidiary, 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 an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company such Note Party to visit and inspect any of the offices or properties of the Parent Guarantor, the Company such Note Party or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize such Note Party authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company such Note Party and their respective Subsidiariesits Subsidiaries (provided that representatives of such Note Party shall be entitled to be present at any such meeting)), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor 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 such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Company’s independent public accountants shall be made per fiscal year by all Purchasers and holders of Notes and such discussion shall be held on or around the end of the SAS 100 review period and that representatives of the Company shall be permitted to be present at any such meeting), and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or and each of their respective SubsidiariesSubsidiary, 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 an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, ▇▇▇▇▇▇ REALTY, L.P. NOTE PURCHASE AGREEMENT finances and accounts of the Parent Guarantor, Company and its Subsidiaries (provided that the Company shall receive written notice of such meeting and their respective Subsidiariesrepresentatives of the Company shall be entitled (but not required) to be present at any such meeting)), all at such times and as often during regular business hours as may be reasonably requested.

Visitation. The Parent Guarantor and the Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the The Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’s officerswill, and with the consent of the Companywill cause each Subsidiary to, 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 the other offices and properties of the Parent Guarantor, the Company or permit each of their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company Secured Party or any of their respective Subsidiaries representatives, at reasonable times and intervals upon reasonable notice to examine all their respective books of account, records, reports and other papersthe Parent, to make copies visit each Obligor’s offices, to discuss such Obligor’s financial matters with its officers and extracts therefromemployees, and to discuss their respective affairs, finances and accounts with their respective officers and its independent public accountants (and by the Parent hereby authorizes such independent public accountant to discuss each Obligor’s financial matters with each Secured Party or their representatives whether or not any representative of such Obligor is present) and to examine (and photocopy extracts from) any of its books and records. The Parent shall pay any reasonable and out-of-pocket expenses incurred in connection with any Secured Party’s exercise of its rights pursuant to this provision each Section (including fees of such independent public accountant); provided that, so long as no Default has occurred and is continuing, the Parent shall only be required to pay such reasonable and out-of-pocket expenses incurred in connection with one such visit and/or discussion per Fiscal Year. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the Parent Guarantor and the Company authorize said accountants litigation set forth in or referred to discuss the affairs, finances and accounts in Item 6.7 of the Parent GuarantorDisclosure Schedule, the Company and their respective Subsidiaries), all at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as often the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during regular business hours as may such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be requestedmore than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section.

Visitation. The Parent Guarantor 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, upon a prior written notice by any such Purchaser or such holder that is not a Competitor and at the expense of such holder and upon reasonable prior notice to the Parent Guarantor and the Companyrespective participating holders, to visit the principal executive office of the Parent Guarantor or the Company, as the case may beParent, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Restricted Subsidiaries with the Parent GuarantorParent’s Specified Officers and the Company’s officers, and (with the consent of the CompanyParent, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheldwithheld or delayed) to visit the other offices and properties of the Parent Guarantor, the Company or and each of their respective SubsidiariesRestricted Subsidiary, all at such reasonable times (during normal business hours (excluding any match days)) within 45 days of such written notice as provided by the Parent pursuant to a written notice to all holders of the Notes that are Institutional Investors and as often as may be reasonably requested not a Competitor delivered at least ten (10) Business Days’ prior to such visit; provided, that such visitation rights are limited to no more than one (1) visit per Season (beginning with the Season commencing July 1, 2015) for all holders of the Notes that are Institutional Investors in writingthe aggregate; but, provided further, that, if, at the option of Parent, Parent elects to meet with such holder who provides notice pursuant to this Section 7.3(a) without providing notice to each other holder of the Notes that is an Institutional Investor, then such visit shall not constitute a visit pursuant to this Section 7.3(a); and (b) Default — if an a Default or Event of Default then exists, at the reasonable expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries its Restricted Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries), all at such reasonable times (during normal business hours (excluding any match days) with three Business Days prior notice being deemed reasonable hereunder) and as often during regular business hours as may be requestedreasonably requested with regard for the need to keep disruption to the business to a minimum.

Visitation. The Parent Guarantor 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 such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may beCompany during normal business hours, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountantsaccountants (with the understanding that only one discussion with the Company’s independent public accountants each fiscal year for each Purchaser or holder shall be permitted pursuant to this Section 7.3(a)), and (with ▇▇▇▇▇▇ ▇▇▇▇▇ Resources, Inc. Note Purchase Agreement the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, Company and each Subsidiary (with the Company understanding that only one visit each fiscal year for each Purchaser or each of their respective Subsidiariesholder shall be permitted pursuant to this Section 7.3(a)), all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor and the Each Constituent 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 Guarantor and the such Constituent Company, to visit the principal executive office of the Parent Guarantor or the such Constituent Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the such Constituent Company and their respective its Subsidiaries with the Parent Guarantor’s and the such Constituent Company’s officers, and (with the consent of the such Constituent Company, which consent will not be unreasonably withheld) its independent public accountantsaccountants (and the Company shall promptly organize any such discussions with such accountants and have the right to be present thereat), and (with the consent of the such Constituent Company, which consent will not be unreasonably withheld) to visit the other offices and, to the extent that any such right to visit is within the control of such Person and subject to the rights of tenants in possession, properties of the Parent Guarantor, the such Constituent Company or and each of their respective its Subsidiaries, all during normal business hours and at such reasonable times and as often intervals as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the such Constituent Company to visit and inspect any of the offices or properties of the Parent Guarantor, the such Constituent Company or any of their respective Subsidiaries its Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Constituent Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the such Constituent Company and their respective its Subsidiaries), all at such times and as often during regular business hours as may be requested; provided, that neither Constituent Company nor any of its Subsidiaries will be required hereby to provide any information or disclose any materials (1) constituting attorney work product or the disclosure of which would result in the loss of attorney-client or similar privilege, (2) to the extent that such Person has determined after consultation with counsel qualified to advise on such matters that, notwithstanding the confidentiality requirements of Section 21, it would be prohibited from disclosing by applicable law without making public disclosure thereof, or (3) that would result in the breach of any binding contractual obligation with a non-Affiliate and not entered into in contemplation of this clause (3), provided that such Person 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.

Visitation. The Parent Guarantor and the Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s 's and the Company’s '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 the other offices and properties of the Parent Guarantor, the Company or each of their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor and 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 Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Company, any Subsidiary Guarantor, any Significant Subsidiary and any other obligor under the Company and their respective Subsidiaries Credit Agreement with the Parent Guarantor’s and the Company’s officers, and and, with the consent of the Company, 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 the other offices and properties of the Parent Company, any Subsidiary Guarantor, any Significant Subsidiary and any other obligor under the Company or each of their respective SubsidiariesCredit Agreement, all at such reasonable times times, during normal business hours and as often as may on only one occasion during any Fiscal Year (it being understood and agreed that neither the Company nor any of its Subsidiaries shall be reasonably requested required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter (1) in writingrespect of which disclosure to Prudential, a holder of Notes that is an Institutional Investor or their representatives is then prohibited by applicable law or any agreement binding on the Company or its Subsidiaries; (2) that is protected from disclosure by the attorney-client privilege or the attorney work product privilege or (3) constitutes non-financial trade secrets or non-financial proprietary information); and (b) Default — –- if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company Company, to visit and inspect any of the offices or properties of the Parent Company, any Subsidiary Guarantor, any Significant Subsidiary and any other obligor under the Company or any of their respective Subsidiaries Credit Agreement, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and and, in the presence of the Company if the Company shall so request independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Company, any Subsidiary Guarantor, any Significant Subsidiary and any other obligor under the Credit Agreement, in the presence of the Company and their respective Subsidiariesif the Company shall so request), all during normal business hours and at such times and as often during regular business hours as may be requestedreasonably requested (it being understood and agreed that neither the Company nor any of its Subsidiaries shall be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter (1) in respect of which disclosure to Prudential, a holder of Notes that is an Institutional Investor or their representatives is then prohibited by applicable law or any agreement binding on the Company or its Subsidiaries; (2) that is protected from disclosure by the attorney-client privilege or the attorney work product privilege or (3) constitutes non-financial trade secrets or non-financial proprietary information).

Visitation. The Parent Guarantor Guarantor, the Obligor and the Company Partners 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 Parent Guarantor and Guarantor, the CompanyObligor and/or the Partners (as applicable), to visit the principal executive office of the Parent Guarantor or Guarantor, the Company, as the case may beObligor and each Partner, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Obligor, the Members and their respective Subsidiaries the Partners with the Parent Guarantor’s, the Obligor’s and the Company’s officers, Partners’ officers and (with the consent of the CompanyParent Guarantor, the Obligor, which consent will not be unreasonably withheld) its the Obligor’sParent Guarantor’s independent public accountants, and (with the consent of the CompanyParent Guarantor, the Obligor and the Partners, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or Obligor, each of their respective SubsidiariesPartner and each Member, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company Obligor to visit and inspect any of the offices or properties of the Parent Guarantor, the Company Obligor, the Partners or any of their respective Subsidiaries Member, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor Guarantor, the Obligor and the Company Partners authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Obligor, the Partners and their respective Subsidiariesthe Members), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor and the Each Constituent Company shall permit the representatives of New York Life 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 New York Life or such holder and upon reasonable prior notice to the Parent Guarantor and the such Constituent Company, but no more than once during any 12 consecutive month period, to visit the principal executive office of the Parent Guarantor or the such Constituent Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the such Constituent Company and their respective its Subsidiaries with the Parent Guarantor’s and the such Constituent Company’s officers, and (with the consent of the such Constituent Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the such Constituent Company, which consent will not be unreasonably withheld) to visit the other offices and, subject to the provisions of any applicable Leases, Properties of such Constituent Company and properties of the Parent Guarantor, the Company or each of their respective its Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the such Constituent Company to visit and inspect any of the offices or properties Properties of the Parent Guarantor, the such Constituent Company or any of their respective Subsidiaries its Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the such Constituent Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the such Constituent Company and their respective its Subsidiaries), all at such times and as often during regular business hours as may be requested; provided that notwithstanding the foregoing, such representatives shall use reasonable efforts to coordinate inspections undertaken in accordance with this Section 7.3 to (1) minimize the administrative burden of such inspections on the Constituent Companies and their Subsidiaries, (2) minimize the interference with the business of the Constituent Companies and their Subsidiaries and (3) not disturb the occupancy of any Real Property by any Tenant.

Visitation. The Company will, and will cause the Parent Guarantor to, permit any original Purchaser and the Company shall permit the representatives of each any holder of Notes that is an Institutional Investor: (a) No Default — if no Event 10% or more of Default then existsprincipal amount of the outstanding Notes, at the expense and any properly qualified agents or representatives of such holder designated by such holder, at all reasonable intervals and places and upon reasonable prior notice to the Parent Guarantor and the Companywritten notice, to visit (a) examine the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’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 the other offices and properties of the Parent Guarantor, the Company or each of their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries to examine all their respective books of account, records, reports and other papers, papers of the Parent and its Subsidiaries and to make copies and extracts therefromtherefrom for the purpose of determining whether the Company is complying with the terms and provisions of this Agreement, (b) visit and to inspect, under the guidance of the Parent, the properties of the Parent or of any of its Subsidiaries and (c) discuss its or their respective affairs, finances and accounts with with, and be advised as to the same by, its or their respective officers and (provided no Event of Default exists, with the consent of the Company, such consent not to be unreasonably withheld) the Parent’s independent public accountants (accountants; provided that unless an Event of Default has occurred and by this provision each is continuing no such visit to, inspection of or discussions with officers of, any Subsidiary of the Parent Guarantor and other than the Company authorize said accountants to discuss shall be permitted if the affairsbook value of the Parent’s investment therein (as determined in accordance with GAAP) is less than 2% of all of the Parent’s investments in its Subsidiaries; provided, finances and accounts further, that nothing in this Section 7.3 shall obligate the Parent, the Company or any other Subsidiary of the Parent Guarantorto disclose to any such holder of Notes information the disclosure of which would (i) be a violation of any applicable law, statute or regulation of any Governmental Authority applicable to the Parent, the Company or any other Subsidiary of the Parent disclosing such information or (ii) be a breach of any contractual agreement (other than any such agreement entered into in contemplation of this clause (ii) or any request for information under this Section 7.3) regarding confidentiality of information to which the Parent, the Company or any other Subsidiary of the Parent disclosing such information is a party; provided, further that the Company agrees to work with each such holder of Notes and their respective Subsidiaries)any prospective transferee of its Notes with respect to any request for information under this Section 7.3, in good faith, to attempt to resolve any impediment to such disclosure raised by clause (i) or (ii) hereof. So long as any Default or Event of Default shall have occurred and shall be continuing, all at such times and as often during regular business hours as may expenses incurred by a Purchaser in the exercise of any rights under this Section 7.3 shall be requestedborne by the Company.

Visitation. The Parent Guarantor and the Company CompanyEach 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 Parent Guarantor and the CompanyCompanysuch Obligor, to visit the principal executive office of the Parent Guarantor or the Company, as the case may beCompanysuch Obligor, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company CompanyObligors and their respective its Restrictedtheir Subsidiaries with the Parent Guarantor’s and the CompanyCompanysuch Obligor’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 CompanyCompanysuch Obligor, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent GuarantorCompanysuch Obligor and each Restricted Subsidiary, the Company or in each of their respective Subsidiariescase no more than once per calendar year, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company CompanyObligors, to visit and inspect any of the offices or properties of the Parent Guarantor, the Company CompanyObligors or any of their respective Subsidiaries Restricted Subsidiary, to examine all their respective books of account, records, reports and other paperspapers (except with respect to information which disclosure thereof is prohibited pursuant to any arrangementsrelating to communications with any Governmental Authority or regulatory authoritySelf-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorizesObligors authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company CompanyObligors and their respective its Restrictedtheir Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor and the Company Obligors 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 Parent Guarantor and the CompanyObligors, to visit the principal executive office of the Parent Guarantor or the Company, as the case may beObligors, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Obligors and their respective Subsidiaries with the Parent Guarantor’s and the Company’s Obligors’ 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 CompanyObligors, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or each of their respective SubsidiariesObligor and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, however, that the Obligors shall not be required to hold such visit or meeting with any holder more than once every twelve (12) months and that the Obligors shall notify other holders of Notes of such request for a meeting or visit by any holder; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company Obligors to visit and inspect any of the offices or properties of the Parent Guarantor, the Company any Obligor or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company Obligors authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Obligors and their respective Subsidiaries), all at such reasonable times and as often during regular business hours as may be reasonably requested.. Notwithstanding the foregoing, an Institutional Investor (other than an original purchaser of a Note or its investment manager acting solely on its behalf) that is a Competitor of the Obligors will not have the inspection rights contained in this Section 7.3 unless and until the occurrence of a Default or an Event of Default. Oaktree Capital Management, L.P. Note and Guaranty Agreement

Visitation. The Parent Guarantor and 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 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 Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheldwithheld and so long as North Haven Private Income Fund LLC Note Purchase Agreement a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or and each of their respective SubsidiariesSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an Event of Default then existsexists and is continuing, at the expense of the Parent Guarantor Company and upon at least 10 Business Days’ prior notice to the Company 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 Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries), all at such reasonable times and as often during regular business hours as may be reasonably requested.

Visitation. The Company and the Parent Guarantor and 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, once per calendar year, at the expense of such holder and upon reasonable prior notice to the Company or the Parent Guarantor and the CompanyGuarantor, as applicable, to visit the principal executive office of the Parent Guarantor Company or the CompanyParent Guarantor, as the case may be, at a time reasonably acceptable to the Company or the Parent Guarantor, as applicable, to discuss the affairs, finances and accounts of the Parent GuarantorCompany, the Company Parent Guarantor and their respective Subsidiaries with the Parent GuarantorCompany’s and the CompanyParent Guarantor’s officers, and (with the consent of the CompanyCompany or the Parent Guarantor, as applicable, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the CompanyCompany or the Parent Guarantor, as applicable, which consent will not be unreasonably withheldwithheld and subject to the rights of tenants) to visit the other offices and properties of the Parent GuarantorCompany, the Company or each of Parent Guarantor and their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor Company and the Parent Guarantor, and upon reasonable prior notice to the Company or the Parent Guarantor, as applicable, and subject to the rights of tenants, to visit and inspect any of the offices or properties of the Parent GuarantorCompany, the Company or any of Parent Guarantor and their respective Subsidiaries Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Company and the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent GuarantorCompany, the Company Parent Guarantor and their respective Subsidiaries), all at such times and as often during regular business hours as may be reasonably requested.. Gladstone Commercial Limited Partnership Note Purchase Agreement

Visitation. The Parent Guarantor and 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 such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or each of their respective 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 Parent Guarantor and the Company Company, to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.. Agree Limited Partnership Note Purchase Agreement

Visitation. The Parent Guarantor and the Company shall permit the representatives of each holder of Notes a Note (other than any Competitor) 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 Parent Guarantor and the CompanyGuarantor, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Guarantor and their respective its Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the CompanyParent Guarantor, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the CompanyParent Guarantor, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or Guarantor and each of their respective SubsidiariesSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company upon reasonable prior notice to visit and inspect any of the offices or properties of the Parent Guarantor, to visit the Company principal executive office of the Parent Guarantor or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and (with the consent of the Parent Guarantor, which consent will not be unreasonably withheld) independent public accountants at the Parent Guarantor’s offices (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss with each holder of the Notes or a representative thereof the affairs, finances and accounts of the Parent Guarantor, the Company Guarantor and their respective its Subsidiaries), all at such reasonable times during business hours and as often during regular business hours as may be requestedreasonably requested in writing.

Visitation. The Parent Guarantor and 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 of a Note and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries with the Parent Guarantor’s and the Company’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 the other offices and properties of the Parent Guarantor, the Company or and each of their respective SubsidiariesSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries), all at such times and as often during regular business hours as may be requested; provided that no holder of Notes shall be entitled to examine or make copies or abstracts of, or otherwise obtain information with respect to, the Company’s records relating to pending or threatened litigation if (i) the Company determines after consultation with counsel qualified to advise on such matters that, notwithstanding the confidentiality requirements of Section 20, it would be prohibited from disclosing such information by applicable law or regulations without making public disclosure thereof, or (ii) notwithstanding the confidentiality requirements of Section 20, the Company is prohibited from disclosing such information by the terms of an obligation of confidentiality contained in any agreement with any non-Affiliate binding upon the Company and not entered into in contemplation of this proviso, provided further that, with respect to this clause (ii), (x) the Company shall use commercially reasonable efforts to obtain consent from the party in whose favor the obligation of confidentiality was made to permit the disclosure of the relevant information and (y) the Company has received a written opinion of counsel confirming that disclosure of such information without consent from such other contractual party would constitute a breach of such agreement. Promptly after determining that the Company is not permitted to disclose any information as a result of the limitations described in the first proviso to this clause (b), the Company will provide each of the holders of Notes 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 Parent Guarantor and the Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’s officersThe Borrower will, and with the consent of the Companywill cause each Subsidiary to, 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 the other offices and properties of the Parent Guarantor, the Company or permit each of their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company Secured Party or any of their respective Subsidiaries representatives, at reasonable times and intervals upon reasonable notice to examine all their respective books of account, records, reports and other papersthe Borrower, to make copies visit each Obligor’s offices, to discuss such Obligor’s financial matters with its officers and extracts therefromemployees, and to discuss their respective affairs, finances and accounts with their respective officers and its independent public accountants (and by the Borrower hereby authorizes such independent public accountant to discuss each Obligor’s financial matters with each Secured Party or their representatives whether or not any representative of such Obligor is present) and to examine (and photocopy extracts from) any of its books and records. The Borrower shall pay any reasonable and out-of-pocket expenses incurred in connection with any Secured Party’s exercise of its rights pursuant to this provision each Section (including fees of such independent public accountant); provided that, so long as no Default has occurred and is continuing, the Borrower shall only be required to pay such reasonable and out-of-pocket expenses incurred in connection with one such visit and/or discussion per Fiscal Year. (b) The Borrower will provide to the Administrative Agent written or verbal reports on the status of the Parent Guarantor and the Company authorize said accountants litigation set forth in or referred to discuss the affairs, finances and accounts in Item 6.7 of the Parent GuarantorDisclosure Schedule, the Company and their respective Subsidiaries), all at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as often the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Borrower will also cause the Borrower’s legal counsel in connection with such litigation to be available to discuss (provided the Borrower’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during regular business hours as may such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be requestedmore than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Borrower. The Borrower shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section.

Visitation. The Parent Guarantor and the Company shall permit the representatives of AIG 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 AIG or such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or each of their respective 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 Parent Guarantor and the Company Company, to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor and 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 Parent Guarantor and the CompanyIssuer, to visit the principal executive office of the Parent Guarantor or the Company, as the case may beIssuer, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Issuer and their respective its Subsidiaries with the Parent Guarantor’s and the CompanyIssuer’s officers, and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Issuer’s independent public accountants shall be made per fiscal year by all Purchasers and such discussion shall be held on or around the end of the SAS 100 review period), and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or Issuer and each of their respective SubsidiariesSubsidiary, 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 an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company Issuer to visit and inspect any of the offices or properties of the Parent Guarantor, the Company Issuer or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize Issuer authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Issuer and their respective its Subsidiaries), all at such times and as often during regular business hours as may be requested).

Visitation. The Parent Guarantor and 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 Parent Guarantor and the CompanyIssuer, to visit the principal executive office of the Parent Guarantor or the Company, as the case may beIssuer, to discuss the affairs, finances and accounts of Retail Properties of America, Inc. Note Purchase Agreement the Parent Guarantor, the Company Issuer and their respective its Subsidiaries with the Parent Guarantor’s and the CompanyIssuer’s officers, and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Issuer’s independent public accountants shall be made per fiscal year by all Purchasers and such discussion shall be held on or around the end of the SAS 100 review period), and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or Issuer and each of their respective SubsidiariesSubsidiary, all at 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 shall use reasonable efforts to coordinate any such visit with the representatives of the other Purchasers, if applicable, 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 officer; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company Issuer to visit and inspect any of the offices or properties of the Parent Guarantor, the Company Issuer or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize Issuer authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Issuer and their respective its Subsidiaries), all at such times and as often during regular business hours as may be requested).

Visitation. The Parent Guarantor and the Company Obligors shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor:: ACTIVE 58093961v3 Colliers International EMEA ▇▇▇▇▇ PLCColliers International Group Inc.Fifth Amendment to 2018 Note Agreement (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 Parent Guarantor and the CompanyObligors, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and or the Company’s officers, as the case may be, and (with the consent of the Parent Guarantor or the Company, as the case may be, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Guarantor or the Company, as the case may be, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or and each of their respective SubsidiariesSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company Obligors to visit and inspect any of the offices or properties of the Parent Guarantor, the Company any Obligor or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and or the Company authorize each authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their its respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor Company shall, and the Company 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 Parent Guarantor and the Companysuch Note Party, to visit the principal executive office of the Parent Guarantor or the Company, as the case may besuch Note Party, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company such Note Party and their respective its Subsidiaries with the Parent Guarantor’s and the Companyeach Note Party’s officers, and (with the consent of the Companysuch Note Party, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for American Assets Trust, L.P. Note Purchase Agreement a discussion with each Note Party’s independent public accountants shall be made per fiscal year by all holders and such discussion shall be held on or around the end 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 the Companysuch Note Party, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or such Note Party and each of their respective SubsidiariesSubsidiary, 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 an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company such Note Party to visit and inspect any of the offices or properties of the Parent Guarantor, the Company such Note Party or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize such Note Party authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company such Note Party and their respective Subsidiariesits Subsidiaries (provided that representatives of such Note Party shall be entitled to be present at any such meeting)), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor and the Company shall permit the representatives of each holder of Notes that is an Institutional InvestorInvestor and, on or before September 4, 2012, each Purchaser: (a) No Default — if no Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’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 the other offices and properties of the Parent Guarantor, the Company or each of their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.. Essex Portfolio, L.P. Note Purchase Agreement

Visitation. The Parent So long as any Note is outstanding and unpaid, the Guarantor and the Company shall permit the representatives Prudential and any Significant Holder or any Person designated in writing by Prudential or a Significant Holder as a representative of each holder of Notes that is an Institutional InvestorPrudential or such Significant Holder: (a) No Default — if no Default or Event of Default then exists, at the expense of Prudential or such holder Significant Holder and upon reasonable prior notice to the Parent Guarantor and the CompanyGuarantor, to visit the principal executive office of the Parent Guarantor or the Company, as the case may beGuarantor, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Guarantor and their respective its Subsidiaries with the Parent Guarantor’s and the Company’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 CompanyGuarantor, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or Guarantor and each of their respective SubsidiariesSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company Guarantor or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Guarantor and their respective its Subsidiaries), all at such times and as often during regular business hours as may be requested. Any visitation and inspection pursuant to this Section 6.3(b) shall be at the expense of Prudential or the Significant Holders, provided that the Guarantor agrees to reimburse the reasonable visitation and inspection expenses of three representatives designated by the Required Holders following the occurrence of a Default or Event of Default.

Visitation. The Parent Guarantor and 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 Parent Guarantor and the Company, to visit the principal Terreno Realty LLC Note Purchase Agreement executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries with the Parent Guarantor’s and the Company’s officers, 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 the other offices and properties of the Parent Guarantor, the Company or and each of their respective SubsidiariesSubsidiary, 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 the 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 office; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor and the Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’s officers, and with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or each of their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; andand Mid-America Apartments, L.P. Note Purchase Agreement (b) Default — if an Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor Company and the Company Parent Issuer 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 Parent Guarantor Issuer, and the Companyin any case not more than once in any fiscal year, to visit during normal business hours the principal executive office of the Parent Guarantor or the Company, as the case may beIssuer, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Issuer and their respective its Subsidiaries with the Parent Guarantor’s and the CompanyIssuer’s officers, and (with the consent of the CompanyParent Issuer, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the CompanyParent Issuer, 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 Parent Guarantor, the Company or Issuer and each of their respective SubsidiariesSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor Company and the Company Parent Issuer, upon reasonable prior notice, to visit and inspect during normal business hours any of the offices or properties of the Parent Guarantor, the Company Issuer or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize Issuer authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Issuer and their respective its Subsidiaries), all at such times and as often during regular business hours as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Parent Issuer 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 Parent Issuer or such Subsidiary (but provided further that the Parent Issuer or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Visitation. The Parent Guarantor 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 such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) its their independent public accountants, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or each of their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default an Event of Default then exists, at the expense of the Parent Guarantor and the Company Company, to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor and 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 Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries with the Parent Guarantor’s and the Company’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 the other offices and properties of the Parent Guarantor, the Company or and each of their respective SubsidiariesSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — - if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries), all at such times and as often during regular business hours as may be requested; provided that no holder of Notes shall be entitled to examine or make copies or abstracts of, or otherwise obtain information with respect to, the Company’s records relating to pending or threatened litigation if (i) the Company determines after consultation with counsel qualified to advise on such matters that, notwithstanding the confidentiality requirements of Section 20, it would be prohibited from disclosing such information by applicable law or regulations without making public disclosure thereof, or (ii) notwithstanding the confidentiality requirements of Section 20, the Company is prohibited from disclosing such information by the terms of an obligation of confidentiality contained in any agreement with any non-Affiliate binding upon the Company and not entered into in contemplation of this proviso, provided further that, with respect to this clause (ii), (x) the Company shall use commercially reasonable efforts to obtain consent from the party in whose favor the obligation of confidentiality was made to permit the disclosure of the relevant information and (y) the Company has received a written opinion of counsel confirming that disclosure of such information without consent from such other contractual party would constitute a breach of such agreement. Promptly after determining that the Company is not permitted to disclose any information as a result of the limitations described in the first proviso to this clause (b), the Company will provide each of the holders with an Officer’s Certificate describing generally the requested information that the Company is prohibited from disclosing pursuant to such proviso and the circumstances under which the Company is not permitted to disclose such information. Promptly after a request therefor from any holder of Notes that is an Institutional Investor, the Company will provide such holder with a written opinion of counsel (which may be addressed to the Company) relied upon as to such information that the Company is prohibited from disclosing to such holder under circumstances described in the first proviso to this clause (b).

Visitation. The Parent Guarantor and the Company shall permit the representatives of TIAA 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 TIAA or such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or each of their respective 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 Parent Guarantor and the Company Company, to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Company and the Parent Guarantor and 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, once per calendar year, at the expense of such holder and upon reasonable prior notice to the Company or the Parent Guarantor and the CompanyGuarantor, as applicable, to visit the principal executive office of the Parent Guarantor Company or the CompanyParent Guarantor, as the case may be, at a time reasonably acceptable to the Company or the Parent Guarantor, as applicable, to discuss the affairs, finances and accounts of the Parent GuarantorCompany, the Company Parent Guarantor and their respective Subsidiaries with the Parent GuarantorCompany’s and the CompanyParent Guarantor’s officers, and (with the consent of the CompanyCompany or the Parent Guarantor, as applicable, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the CompanyCompany or the Parent Guarantor, as applicable, which consent will not be unreasonably withheldwithheld and subject to the rights of tenants) to visit the other offices and properties of the Parent GuarantorCompany, the Company or each of Parent Guarantor and their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; andand Gladstone Commercial Limited Partnership Note Purchase Agreement (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor Company and the Parent Guarantor, and upon reasonable prior notice to the Company or the Parent Guarantor, as applicable, and subject to the rights of tenants, to visit and inspect any of the offices or properties of the Parent GuarantorCompany, the Company or any of Parent Guarantor and their respective Subsidiaries Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Company and the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent GuarantorCompany, the Company Parent Guarantor and their respective Subsidiaries), all at such times and as often during regular business hours as may be reasonably requested.

Visitation. The Parent Guarantor and 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 Parent Guarantor and the CompanyIssuer, to visit the principal executive office of the Parent Guarantor or the Company, as the case may beIssuer, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Issuer and their respective its Subsidiaries with the Parent Guarantor’s and the CompanyIssuer’s officers, and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Issuer’s independent public accountants shall be made per fiscal year by all Purchasers and such discussion shall be held on or around the end of the SAS 100 review period), and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or Issuer and each of their respective SubsidiariesSubsidiary, all at 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 shall use reasonable efforts to coordinate any such visit with the representatives of the other Purchasers, if applicable, 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 an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company Issuer to visit and inspect any of the offices or properties of the Parent Guarantor, the Company Issuer or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize Issuer authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company Issuer and their respective its Subsidiaries), all at such times and as often during regular business hours as may be requested).

Visitation. The Parent Guarantor and the Company shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor:: Terreno Realty LLC Agreement Note Purchase (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 Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or and the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective its Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the CompanyCompany or the Parent Guarantor, as applicable, 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 Parent Guarantor’s independent public accountants shall be made per fiscal year by all Purchasers and 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 Parent Guarantor and the Company, which consent will not be unreasonably withheld) , to visit the other offices and properties of the Parent Guarantor, Guarantor and the Company or and each of their respective SubsidiariesSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that such Purchaser or 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 the six (6) month period following the date of any all-holders visiting date wherein all holders of the Notes are invited by the Parent Guarantor and the Company to its principal executive office; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Purchaser will afford to one representative of the Seller or the Parent Guarantor and Shareholders ("Seller's Board Representative") the Company shall permit right as a non-voting representative of the representatives Seller or of each holder of Notes that is an Institutional Investor: the Parent Shareholders: (a) No Default — to attend all meetings of the Purchaser's Board of Directors (the "Board") (subject to the Purchaser's right to request in good faith that such representative excuse himself from executive sessions of the Board where a conflict of interest might be present and from any Board meeting or any part thereof if no Event such exclusion is reasonably necessary to preserve the attorney-client privilege), and (b) upon request, to receive copies of Default then existsall notices for and materials distributed at or in connection with such meetings, at as well as any proposed written actions by the expense Board concurrently with the distribution of such holder and upon reasonable items to the Board. Any change in the Seller's Board Representative shall require ten (10) days prior written notice to the Parent Guarantor Purchaser and the CompanyPurchaser's prior written approval, to visit the principal executive office which shall not be unreasonably withheld if any of the Parent Guarantor Shareholders or the Company, as the case may be, to discuss the affairs, finances and accounts an officer of any of the Parent GuarantorShareholders is the newly designated Seller's Board Representative. Commencing as of the Purchaser's 1998 annual meeting of shareholders, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’s officersPurchaser agrees, 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 the other offices and properties if requested by at least three of the Parent GuarantorShareholders, to use its reasonable efforts to: (1) cause the Seller's Board Representative to be elected to the Board; and (2) if required to permit Purchaser to comply with the preceding clause (1), amend the Purchaser's bylaws to increase the number of authorized positions on the Board to ten (10). The Purchaser's obligations pursuant to this Section 4.9 shall cease at such time as the aggregate number of shares of Purchaser Common Stock beneficially owned by the Seller, the Company or each of their Parent Shareholders and the respective Subsidiaries, all at such reasonable times relatives and as often as may be reasonably requested in writing; and (b) Default — if an Event of Default then exists, at the expense affiliates of the Parent Guarantor Seller and the Company to visit and inspect any Parent Shareholders is less than 1,500,000 shares of the offices or properties of the Parent GuarantorPurchaser Common Stock (as adjusted for stock splits, the Company or any of their respective Subsidiaries to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor stock dividends and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiarieslike), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor Company shall, and the Company 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 Parent Guarantor and the Companysuch Note Party, to visit the principal executive office of the Parent Guarantor or the Company, as the case may besuch Note Party, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company such Note Party and their respective its Subsidiaries with the Parent Guarantor’s and the Companyeach Note Party’s officers, and (with the consent of the Companysuch Note Party, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with each Note Party’s independent public accountants shall be made per fiscal year by all holders and such discussion shall be held on or around the end 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 the Companysuch Note Party, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or such Note Party and each of their respective SubsidiariesSubsidiary, 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 an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company such Note Party to visit and inspect any of the offices or properties of the Parent Guarantor, the Company such Note Party or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize such Note Party authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company such Note Party and their respective Subsidiariesits Subsidiaries (provided that representatives of such Note Party shall be entitled to be present at any such meeting)), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor Company will permit, and the Company shall permit will cause ▇▇▇▇▇▇ REIT 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 Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor ▇▇▇▇▇▇ REIT or the Company, as the case may be, but only once for 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 the Parent Guarantor▇▇▇▇▇▇ REIT, the Company and their respective Subsidiaries each Subsidiary with the Parent Guarantor▇▇▇▇▇▇ REIT’s and or the Company’s officers, and (with the consent of ▇▇▇▇▇▇ REIT or the Company, as the case may be, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the independent public accountants of ▇▇▇▇▇▇ REIT and the Company may be made per fiscal year by all holders of Notes, such discussion shall be held on or around the end of the SAS 100 review period and that representatives of ▇▇▇▇▇▇ REIT and the Company shall be entitled to be present at any such discussion), and (with the consent of ▇▇▇▇▇▇ REIT or the Company, as the case may be, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor▇▇▇▇▇▇ REIT, the Company or and each of their respective SubsidiariesSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of the offices or properties of the Parent Guarantor▇▇▇▇▇▇ REIT, the Company or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorizes and has caused ▇▇▇▇▇▇ REIT to authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor▇▇▇▇▇▇ REIT, the Company and their respective 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 during regular business hours as may be requested.

Visitation. The Parent Guarantor and 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 such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or each of their respective 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 Parent Guarantor and the Company Company, to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Visitation. The Parent Guarantor Company shall, and the Company shall cause each other Note Party 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 such holder and upon reasonable prior notice to the Parent Guarantor and the Companysuch Note Party, to visit the principal executive office of the Parent Guarantor or the Company, as the case may besuch Note Party, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company such Note Party and their respective its Subsidiaries with the Parent Guarantor’s and the Companyeach Note Party’s officers, and (with the consent of the Companysuch Note Party, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with each Note Party’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 that representatives of such Note Party shall be entitled to be present at any such meeting), and (with the consent of the Companysuch Note Party, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or such Note Party and each of their respective SubsidiariesSubsidiary, 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 Purchaser; American Assets Trust, L.P. Note Purchase Agreement (b) Default — if an a Default or Event of Default then exists, at the expense of the Parent Guarantor and the Company such Note Party to visit and inspect any of the offices or properties of the Parent Guarantor, the Company such Note Party or any of their respective Subsidiaries Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize such Note Party authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company such Note Party and their respective Subsidiariesits Subsidiaries (provided that representatives of such Note Party shall be entitled to be present at any such meeting)), all at such times and as often during regular business hours as may be requested.