Common use of Inspection of Property Clause in Contracts

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security)inspections, accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective its accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twice in any calendar year, with reasonable efforts to make combined visits year (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visitsAgent), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, Borrower and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial non‑financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, Agreement or (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. (a) The Borrower Company will keep, and will cause each of its Subsidiaries will keep Subsidiary to keep, proper books of record and records account in which full and correct entries will be made of all dealings or transactions of or in relation to the business and affairs of the Company or such Subsidiary, in accordance with GAAP consistently maintained. For so long as any Purchaser or their respective Eligible Transferees owns any shares of Series A Preferred Stock, Warrants or Warrant Shares, the Company shall permit a representative of Purchaser or such Eligible Transferee to visit any of its properties and inspect its corporate books and financial records (but excluding any such books, records, agreements and files which are protected by attorney-client privilege or which the Company is prohibited from disclosing to Purchasers or such Eligible Transferees pursuant to any nondisclosure agreements to which the Company or any Company Subsidiary is a party; PROVIDED that, to the extent permitted under any such nondisclosure agreement, the Company shall disclose any information subject to such nondisclosure agreement upon execution and delivery by such Purchaser or Eligible Transferee of a confidentiality agreement for the benefit of the parties to such nondisclosure agreement and PROVIDED, FURTHER, that no such nondisclosure agreement shall be effective with respect to financial records to the Company), and will permit discuss its accounts, affairs and finances with a representative of Purchaser or such Eligible Transferee during reasonable examinations business hours, at such times as Purchaser or such Eligible Transferee may reasonably request. In addition, the Company will provide from time to time such information regarding results of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security)operations, accompanied by personnel financial condition, business or prospects of the Borrower, by Company and the Administrative Agent and any Lender and/or their respective accountants Company Subsidiaries as such Purchaser or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations Eligible Transferee may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), request. (b) will be at the sole expense No investigation by or on behalf of any Purchaser pursuant to this Section or otherwise shall affect any representation or warranty of the Administrative Agent and/or requesting Lender, as Company herein or the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at conditions to the expense obligations of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussionsparties hereunder.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event After the execution of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined this Agreement by the Administrative Agent Parties, but prior to the expiration of the Due Diligence Period, Buyer shall have the right, at its sole cost and expense, to obtain a Phase I Environmental Report (the "Environmental Report") for the Property and shall have the right, at its sole cost and expense, to obtain a survey of the Real Property (the “Survey”). However, the Buyer shall not conduct or permit any Lenderinvasive testing (including any Phase II investigations) to be conducted at the Property without the Seller’s prior written consent, with no obligation to combine visits)which consent shall not be unreasonably withheld, conditioned or delayed. (b) will be at Other than as disclosed in any environmental reports provided to Buyer by Seller, if a defect is revealed on the sole expense of Survey and/or in the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in Environmental Report which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets materially and adversely impairs the Buyer’s use of the Property as the Hotel is currently operated or non-financial confidential proprietary information, (ii) in respect constitutes a material violation of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower applicable environmental laws and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or would require (iv) in the case of (ii), a remediation required by an applicable governmental authority involving) the expenditure of more than $25,000 to remedy such defect (a “Material Defect”), Buyer shall, by no later than the earlier of (x) the expiration of the Due Diligence Period and (y) the 10th day after the date the Buyer shall have received the respective Survey or Environmental Report, notify Seller in writing of any discussions with accountantsMaterial Defect revealed by such Survey or Environmental Report and include a detailed description of such Material Defect. Seller shall notify Buyer in writing within ten (10) days after any receipt of such notice from Buyer of a Material Defect whether Seller will undertake to cure, only remove or remedy each such Material Defect ("Material Defect Response"). Within five (5) days of receipt of the Material Defect Response, Buyer shall have the right, at its option, to (i) terminate this Agreement by giving written notice to Seller to such effect, or (i) accept in a written notice to Seller the undertakings of Seller contained in such Material Defect Response. If Buyer does not give written notice to Seller of a Material Defect on or before the end of the Due Diligence Period or, if notice of a Material Defect is given, and the Borrower has Buyer does not give written notice to Seller within such five (5) day period after receipt of a Material Defect Response, then Buyer shall be conclusively deemed to have accepted any defects that are or might have been given the opportunity to participate reflected in the discussionsSurvey and any defects relating to the environmental condition of the Property and to have waived any rights to terminate this Agreement pursuant to this Section 5.1 (b), and the parties shall proceed to consummate the transaction as herein provided. (c) During the period from the date of this Agreement to the Closing Date, Seller will, during ordinary business hours and with at least twenty-four (24) hours prior notice to Seller before each and every entry onto the Property by Buyer or its agents, give Buyer and its representatives reasonable access to the Property and to all books and records of Seller relating to the operation of the Hotel and furnish Buyer with such financial data and other information in Seller’s possession concerning the Seller and its operation of the Hotel, as Buyer may from time to time reasonably request. During any entry by Buyer or its agents onto the Property, Buyer shall minimize any disturbance to Seller’s employees, guests and business operations. None of the information obtained pursuant to this Section 5.1(c) shall give the Buyer the right to terminate this Agreement except as otherwise specifically provided in Section 5.1(b). In connection with any entry by Buyer or its agents, employees, consultants or representatives onto the Property to conduct any inspection, review or testing (collectively, the “Inspections”), any such Inspections shall be subject to all of the following: (i) All inspections, reports, surveys and studies (the “Inspection Documents”) shall be performed at Buyer’s sole cost and expense; provided, however, that Buyer shall promptly cause a copy of all relevant Inspection Documents to be delivered to Seller (x) simultaneously with Buyer giving notice of a Title Objection pursuant to Section 3.1(b) or a Material Defect pursuant to Section 5.1(b) or (y) simultaneously with a claim for indemnification pursuant to Section 5.5(b)(iii). (ii) Buyer and/or its contractors and agents shall maintain liability insurance coverage for its employees, agents and representatives inspecting the Property or conducting testing in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and workmen’s compensation insurance coverage as required by law, and prior to entering onto the Property provide Seller with a certificate evidencing same (or the renewal thereof), which shall name Seller as an additional insured. (iii) Buyer agrees to keep the Property free and clear of any liens, which may arise as a result of any such Inspections, which covenant shall survive Closing or any termination of this Agreement. (iv) Buyer shall restore promptly any physical damage caused by the Inspections to substantially the condition which existed prior to the Inspections, which covenant shall survive Closing or any termination of this Agreement. (v) Buyer hereby agrees to indemnify, defend and hold Seller and its employees, agents and representatives harmless from and against all loss, cost, liability, lien, damage, expense (including reasonable attorney’s fees and costs), injury, claims, causes of action, which are sustained, suffered or incurred against or by Seller, its agents, employees or representatives caused by Buyer or its agents in connection with any Inspections. This indemnity shall survive Closing or any termination of this Agreement. (d) Without limiting the provisions in Section 5.1, during the Due Diligence Period, Seller shall provide Buyer with copies of its existing “as-built” ATLA survey, its vesting deed to the Property, its existing owners title policy and any existing Phase-I or Phase-II environmental reports; provided that the same exist and are in Seller’s or MMI’s possession or direct control.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times during normal business hours following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and and/or its any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twiceonce in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this AgreementAgreement or, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower Books and Records, Discussions. Permit Agent and each of its Subsidiaries will keep proper books Bank, through their authorized attorneys, accountants and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections representatives (a) will occur not more frequently than once at all reasonable times during normal business hours, upon the prior written notice by Agent or such Bank, to examine Company's and each Subsidiary's books, accounts, records, ledgers and assets and properties of every kind and description wherever located; (b) at any time and from time to time (in any calendar yearevent, at least once a year unless Availability is less than $12,500,000, in which case, at least once a quarter), upon the request of the Majority Banks, to conduct full or partial collateral audits of Company and the Subsidiaries to be completed by an appraiser as may be selected by Agent and the Majority Banks and consented to by Company (such consent not to be unreasonably withheld), with all reasonable efforts costs and expenses of such audits to make combined visits be reimbursed by Company; provided, however, that prior to the occurrence and continuance of any Default or Event of Default, the Company shall be required to reimburse the Agent for the reasonable costs and expenses of no more than one (1) (unless Availability is less than $12,500,000, in which case four (4)) such audit(s) conducted by Agent in any year and provided further, however, that Company shall be required to reimburse the Agent for all reasonable costs and expenses of all audits conducted after the occurrence and during the continuance of a Default or an Event of Default has occurred Default; and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken permit Agent and each Bank or their authorized representatives, at reasonable times following the provision and intervals upon prior written notice, to visit all of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliatesoffices, representatives, contractors, accountants discuss their respective financial matters with their respective officers and independent certified or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with chartered public accountants, only if as applicable, and, by this provision, Company authorizes such accountants to discuss the Borrower has been finances and affairs of Company and the Subsidiaries (provided that Company is given the an opportunity to participate in such discussions) and examine any of its or their books and other corporate records. Notwithstanding the discussionsforegoing, all information furnished to the Agent or the Banks hereunder shall be subject to the undertaking of the Banks set forth in Section 13.11 hereof. The first collateral audit under this Section 7.6 shall be commenced by Agent within 90 days of the Effective Date." 7. Section 8.1(c) of the Agreement is amended to read as follows:

Inspection of Property. The Borrower Lender and each its agents and representatives will have the right to enter and visit any Property for the purposes of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property observing the Property or inspecting Collateral (subject to reasonable procedures relating to safety and security)and, accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or if an Event of Default has shall have occurred and be continuing and Lender has reasonable grounds to believe that the Property is continuing not in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent material compliance with Environmental Laws, taking and removing soil or groundwater samples, and conducting tests on any Lender, with no obligation to combine visits), (b) will be at the sole expense part of the Administrative Agent and/or requesting Lender, Property) at such reasonable times during normal business hours and as the case often as may be (unless a Default or reasonably desired, upon reasonable advance notice to Borrower; provided, when an Event of Default exists Lender may do any of the foregoing at any time during normal business hours and without advance notice. Lender is under no duty, however, to visit or observe the Property or to conduct tests, and any such acts by Lender will be solely for the purposes of protecting Lender’s security and preserving Lender’s rights under this Agreement. No site visit, observation or testing by Lender will result in a waiver of any default of Borrower or impose any liability on Lender. In no event will any site visit, observation or testing by Lender be a representation that hazardous substances are or are not present in, on or under the Property, or that there has occurred been or will be compliance with any law, regulation or ordinance pertaining to hazardous substances or any other applicable governmental law. Neither Borrower nor any other party is entitled to rely on any site visit, observation or testing by Lender. Lender owes no duty of care to protect Borrower or any party against, or to inform Borrower or any other party of, any hazardous substances or any other adverse condition affecting the Property. Lender may in its discretion disclose to Borrower or, subject to Section 11.09, to any other party any report or finding made as a result of, or in connection with, any site visit or observation by Lender. Borrower understands and agrees that Lender makes no warranty or representation to Borrower or any other party regarding the truth, accuracy or completeness of any such report or findings that may be disclosed. Borrower also understands that depending on the results of any site visit, observation or testing by Lender disclosed to Borrower, Borrower may have the legal obligation to notify one or more environmental agencies of the results, and that such reporting requirements are site-specific and are to be evaluated by Borrower without advice or assistance from Lender. In each instance, Lender will give Borrower reasonable notice before entering the Property or any other place Lender is continuing in which case such examinations will permitted to enter under this Section 7.10(b). One inspection by Lender or an Affiliate of Lender (including, American AgCredit, PCA) per calendar year shall be at the expense of Borrower; provided that when an Event of Default exists there shall be no limit on the number of inspections at the expense of Borrower), (c) . Lender will be undertaken at make reasonable times following the provision of written notice in advance efforts to the avoid interfering with Borrower, and (d) will not unduly interfere with the operations or management ’s use of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussionsProperty.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security)inspections, accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective its accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twice in any calendar year, with reasonable efforts to make combined visits year (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visitsAgent), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, Borrower and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial non‑financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, any Lender, Issuing Bank or any Swingline Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any 91 Cleco Corporation Credit Agreement Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, Agreement or (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and and/or its any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twiceonce in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, or any Lender, Issuing Bank or Swingline Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this AgreementAgreement or, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower During the Inspection Period, Buyer shall have the right, subject to the rights of tenants in possession, to conduct such additional examinations or inspections of the physical condition of the Property as Buyer deems necessary or appropriate, provided that, except for a limited asbestos survey, Buyer may not conduct any invasive or destructive testing without the prior written consent of Seller, which consent may be granted or withheld in Seller’s sole discretion. In the event permission for invasive or destructive testing is granted, Buyer shall return the Property to substantially the same condition as existed immediately prior to such testing, which obligation shall survive the termination of this Agreement. Buyer shall take no action during its inspection of the Property which would violate any federal, state, municipal or other governmental laws, codes or requirements or interfere with the rights of any tenant of the Property. Buyer agrees that, in making any inspections of, or conducting any testing of, on or under the Property, Buyer and each of its Subsidiaries Buyer’s agents will keep proper books and records carry not less than Five Million Dollars ($5,000,000.00) comprehensive general liability insurance with contractual liability endorsement which insures Buyer’s indemnity obligations hereunder, and, prior to entry on the Property, will provide Seller with a certificate of insurance naming Seller as an additional insured. BUYER SHALL INDEMNIFY, DEFEND AND HOLD SELLER FREE AND HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, DAMAGES, CLAIMS, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES ARISING FROM OR IN ANY WAY RELATED TO SUCH PHYSICAL INSPECTIONS AND ANY FURTHER INSPECTIONS BUYER OR ANY OF ITS AGENTS OR REPRESENTATIVES MAY CONDUCT UPON THE PROPERTY PRIOR TO THE CLOSING. Subject to the rights of tenants in accordance possession, Buyer shall have the right to enter the Property during Seller’s normal business hours at any time prior to Closing with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property seventy-two (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a72) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of hours advance written notice in advance delivered to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s businessSeller. Notwithstanding anything set forth herein to the contrarycontrary in this Agreement, under no circumstances this indemnification shall survive the Borrower Closing or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation termination of this Agreement. Except with respect to Material Damage described in Section 7.1 below or a condemnation event as provided in Section 7.4 below, (iii) that is subject after the expiration of the Inspection Period Buyer shall have no right to attorney−client disapprove of the physical condition of the Property or similar privilege or constitutes attorney work product, or (iv) in to terminate this Agreement based on the case physical condition of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussionsProperty.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of AMERICAS/2023601513.12023601513.6 77 any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and and/or its any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twiceonce in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial non-financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this AgreementAgreement or, (iii) that is subject to attorney−client attorney-client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable AMERICAS/2023601503.12023601503.8 76 examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. Books and Records; Change of Name, Principal -------------------------------------------------------------------- Place of Business, Location of Collateral, Etc. The Borrower will keep, and ---------------------------------------------- will cause each of its Subsidiaries will keep to keep, proper books of record and records account in accordance which full, true and correct entries in conformity with GAAP shall be made of all dealings and will permit reasonable examinations transactions in relation to their businesses and activities; the Borrower shall make no significant change in its accounting practices except as permitted or required by GAAP. The Borrower shall have the right, however, to change its fiscal year on one occasion, provided, however, as a condition -------- ------- precedent thereto, the Borrower shall, at the request of the Agent, enter into an amendment of this Credit Agreement, in form and substance reasonably satisfactory to the Required Lenders, sufficient to make this Credit Agreement (and the terms contained herein), after effectuation of such proposed change in fiscal year, financially and economically equivalent to this Credit Agreement as it existed prior to the effectuation of such proposed change. The Borrower agrees that the Agent or its agents may enter upon the premises of the Borrower or any of its books Subsidiaries at any time and from time to time, during normal business hours and upon reasonable prior notice, and at any time at all and without notice on and after the occurrence and during the continuance of an Event of Default, for the purpose of (i) inspecting the Collateral, (ii) inspecting and/or copying (at Borrower's expense) any and all records pertaining thereto, (iii) discussing the affairs, finances and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel business of the BorrowerBorrower with any officers, by employees and directors of the Administrative Borrower or with the Auditors and (iv) verifying Eligible Accounts Receivable and/or Eligible Inventory. Any Lender may accompany the Agent and on any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections visit at such Lender's own expense. The Borrower agrees to afford the Agent ten (10) Business Days prior written notice of (a) any new or additional location of any Collateral at which location Collateral having an aggregate value in excess of $1,000,000 will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits)be located, (b) will be at any change in the sole expense location of its chief executive office or any new or additional places of business (other than new retail locations for which the Administrative Borrower shall give Agent and/or requesting Lenderwritten notice within fifteen (15) days after the opening thereof) from the locations specified in Schedule D, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following any change in its corporate name and, in each such case, the provision of written notice Borrower further agrees to execute in advance of such addition or change and cause to be filed and/or delivered to the BorrowerAgent any financing statements or other documents required by the Agent, all in form and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein substance satisfactory to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussionsAgent.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial non‑financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times during normal business hours following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, 73 Cleco Corporate Holdings LLC accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. (a) Prior to the Effective Date, Buyer has been provided the opportunity to complete its due diligence and fully review and evaluate this transaction as it relates to the Property, including, without limitation, all matters related to: (i) The Borrower net operating income of the Property, including (without limitation) all assumptions as to vacancies, expiring leases, renewals or otherwise; (ii) The physical condition of the Property; (iii) All title and each survey matters with respect to the Property; (iv) All hazardous waste and environmental matters with respect to the Property; (v) Review and audit of its Subsidiaries will keep proper the books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the BorrowerProperty; (vi) All governmental inquiries with respect to the Property; and (vii) All "Tenant" (as hereinafter defined) interviews with respect to the Property. Further, by Seller has provided to Buyer, and Buyer hereby acknowledges receipt of, the Administrative Agent items set forth on SCHEDULE "A-2" hereto. Based on Buyer's due diligence and review and evaluation of this transaction as it relates to the Property, Seller has agreed to give Buyer a credit in the amount set forth on SCHEDULE "A-3" hereto in full and complete satisfaction of any Lender and/or their respective accountants and all matters of any nature with respect to the Property, and in no event will Buyer be excused from its obligation to close under this Agreement on the purchase of the Property, or have the right to receive any other purchase price adjustment, credit, or other professional advisers; consideration of any kind, or have the right to extend the Closing, as a result of any matters of any nature with respect to the Property, except as otherwise expressly provided that such examinations in this Agreement. Accordingly, except as otherwise expressly set forth in this Agreement, the sale of the Property is being made on an "AS IS", "WHERE IS" condition and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), basis "WITH ALL FAULTS". (b) will be at From and after the sole expense of Effective Date, all title and survey matters affecting the Administrative Agent and/or requesting Lender, Leasehold Interest as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) shown in the case of title commitment and survey listed on SCHEDULE "C", other than any discussions with accountantsliens or monetary encumbrances (excluding the Mortgage) resulting from Seller's actions, only if the Borrower has been given the opportunity shall be deemed to participate in the discussions.be accepted by Buyer ("PERMITTED EXCEPTIONS"

Inspection of Property. The Borrower Books and Records, Discussions. Permit Agent and each of its Subsidiaries will keep proper books Bank, through their authorized attorneys, accountants and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections representatives (a) will occur not more frequently than once at all reasonable times during normal business hours, upon the prior written notice by Agent or such Bank, to examine Company's and each Subsidiary's books, accounts, records, ledgers and assets and properties of every kind and description wherever located; (b) at any time and from time to time (in any calendar yearevent, at least twice a year unless Availability is less than $12,500,000, in which case, at least once a quarter), upon the request of the Majority Banks, to conduct full or partial collateral audits of Company and the Subsidiaries to be completed by an appraiser as may be selected by Agent and the Majority Banks and consented to by Company (such consent not to be unreasonably withheld), with all reasonable efforts costs and expenses of such audits to make combined visits be reimbursed by Company, provided however that prior to the occurrence and continuance of any Default or Event of Default, the Company shall be required to reimburse the Agent for the reasonable costs and expenses of no more than two (2) (unless Availability is less than $12,500,000, in which case four (4)) such audits conducted by Agent in any year and provided further however that Company shall be required to reimburse the Agent for all reasonable costs and expenses of all audits conducted after the occurrence and during the continuance of a Default or an Event of Default has occurred Default; and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken permit Agent and each Bank or their authorized representatives, at reasonable times following the provision and intervals upon prior written notice, to visit all of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliatesoffices, representatives, contractors, accountants discuss their respective financial matters with their respective officers and independent certified or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with chartered public accountants, only if as applicable, and, by this provision, Company authorizes such accountants to discuss the Borrower has been finances and affairs of Company and the Subsidiaries (provided that Company is given the an opportunity to participate in such discussions) and examine any of its or their books and other corporate records. Notwithstanding the discussionsforegoing, all information furnished to the Agent or the Banks hereunder shall be subject to the undertaking of the Banks set forth in Section 13.11 hereof. The first collateral audit under this Section 7.6 shall be commenced by Agent within 90 days of the Effective Date.

Inspection of Property. From the Effective Date of this Agreement and continuing thereafter for a period of fifteen (15) days (the "Due Diligence Period"), Seller shall permit and, to the extent reasonably required by Buyer (but at no cost or expense to Seller), assist Buyer in the making of (a) a complete physical inspection of the Property, and (b) investigations of all financial data, records, insurance policies, utility bills, tax bills, Leases, contracts, Service Contracts and all documents or papers (including copies of recorded plats of the Property and copies of building plans for the improvements thereon) in the possession of Seller, its agents or other parties pertaining to the ownership, condition and operation of the Property. The Borrower costs and each expenses of Buyer's review shall be borne solely by Buyer. If, at any time prior to the expiration of the Due Diligence Period, Buyer, in its sole and absolute discretion, determines that it is unwilling to proceed with this transaction for any reason whatsoever, then Buyer, at its sole discretion and upon written notice to Seller on or before the expiration of the Due Diligence Period, may terminate this Agreement, whereupon the Escrow Agent shall return the Deposit and all interest earned thereon, but not the Non-refundable Deposit, to Buyer, and this Agreement shall become null and void, without further liability of either party to the other, except as otherwise expressly set forth herein. Seller shall retain the Non-refundable Deposit. If Buyer fails to notify Seller of its Subsidiaries will keep proper books termination of this Agreement as set forth above, then Buyer shall be deemed to have waived its right of termination under this paragraph, in which event Buyer shall accept title to the Property in its then "as-is" and records "where-is" condition, subject to the representations and warranties of Seller expressly set forth herein. All information furnished by Seller to Buyer in accordance with GAAP and will permit reasonable examinations this Agreement or obtained by Buyer in the course of its books review or Closing preparation shall be treated as confidential information by Buyer and records and reasonable inspections shall be returned to Seller. In addition, until the Closing has been consummated, Buyer will not, without Seller's written consent, disclose or discuss with any employee of its property (subject to reasonable procedures relating to safety and security)Seller, accompanied by personnel or any other member of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense staff of the Administrative Agent and/or requesting LenderHotel, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense any of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter following: (i) that constitutes non−financial trade secrets this Agreement or non-financial confidential proprietary informationany of the terms hereof, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited transaction contemplated by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, or (iii) that is subject to attorney−client any aspect of the Hotel's operations or similar privilege or constitutes attorney work productfinances. Furthermore, copies of all reports, engineering studies, analyses and other documents and information resulting from investigations under this paragraph by Buyer, or any of its employees, agents or representatives, also shall be treated as confidential information by Buyer (ivalthough Buyer need not deliver copies of the same to Seller). Buyer shall maintain a policy of comprehensive general liability insurance in order to insure against any damage, claim, loss or injury which Buyer, or any of its employees, agents or representatives, may cause in conducting such studies, analyses or investigations, which policy shall name Seller as an additional insured thereunder. Buyer shall defend, indemnify and hold Seller harmless from and against any liabilities, claims, demands or actions incident to, resulting from, or in any way arising out of, such test, inspection or entry by or on behalf of Buyer onto the Property. The foregoing indemnity shall survive the Closing and not be merged therein. Buyer's feasibility study shall include all steps necessary to determine whether substances regarded as hazardous by any applicable law, solid wastes, or other substances known or suspected to pose a threat to health or the environment (collectively, "Hazardous Substances") in have been disposed of or otherwise released on or to the case Property or exist on or within any portion of the Property. Buyer's failure to indicate disapproval based on such feasibility study shall relieve Seller of any discussions with accountants, only if liability to Buyer as a result of any environmental hazard on or to the Borrower has been given the opportunity to participate in the discussionsProperty subsequently discovered.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable 106 Cleco CorporationCorporate Holdings LLC Credit Agreement examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and and/or its any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twiceonce in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, or any Lender, Issuing Bank or Swingline Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this AgreementAgreement or, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower Notwithstanding any other provisions to the contrary contained in this Agreement, the parties hereto agree that Purchaser, its agents and each representatives shall have a period of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property sixty (subject to reasonable procedures relating to safety and security60) days from Effective Date (the “Inspection Period”), accompanied by personnel in which to enter upon and make a complete inspection of the BorrowerProperty. Such inspection may include, by the Administrative Agent but shall not be limited to, structural, mechanical, electrical, engineering, environmental, soil and any Lender and/or their respective accountants landscaping tests, surveys, analyses and examinations; inspections for termites or other professional adviserswood destroying organisms; provided and such other tests, studies, observations, analyses and examinations or studies that such examinations and inspections (a) will occur not more frequently than once Purchaser may deem necessary or desirable in any calendar year, connection with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense its acquisition of the Administrative Agent and/or requesting Lender, as Property. During the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation pendency of this Agreement, Purchaser shall have free and complete access to all documentation, agreements and other information in the possession or reasonable control of Seller or any employee, agent or independent contractor of Seller pertaining to the ownership, use or operation of the Property, and Purchaser shall have the right to make copies of any such information at Purchaser’s expense. Purchaser shall have the right to contact governmental authorities, the United States Army Corps of Engineers and any industrial district in which any part of the Property may be situated, and to make inquiry thereof and to request documentation with respect to the Property; provided however, Purchaser shall give Seller at least twenty-four (iii24) hours prior written notice before contacting any of the foregoing entities and Seller reserves the right to have a representative present at the time Purchaser makes contact, whether by phone or in person. In the event that is subject Purchaser, in its sole discretion, determines that the condition of the Property is, for any reason or no reason whatsoever, unsatisfactory for Purchaser’s contemplated use or development of the Property, Purchaser shall have until the expiration of the Inspection Period to attorney−client notify Seller in writing that Purchaser has elected to terminate this Agreement. Promptly following receipt of such notice, the Escrow Agent shall promptly return the ▇▇▇▇▇▇▇ Money to Purchaser and, upon Purchaser’s receipt of the ▇▇▇▇▇▇▇ Money, this Agreement shall be terminated and neither party shall have any further rights hereunder, except for those provisions which are expressly stated to survive a termination of this Agreement. Purchaser hereby agrees to indemnify, defend and hold Seller harmless against any injury to persons or similar privilege property arising out of Purchaser’s inspection of the Property; provided, however, such indemnity, defense and agreement to hold harmless shall not apply to any damages, injuries, claims, losses or constitutes attorney work productcosts arising from the negligence or willful misconduct of Seller, its employees, tenants, agents or contractors. Furthermore, Purchaser shall have no liability to Seller, or to any other person or entity arising out of or in connection with the fact that Purchaser discovered and/or reported (ivas may be required by law or otherwise) in any adverse physical condition (including adverse environmental conditions), or other defect with respect to the case Property, unless such condition was caused by Purchaser or its representatives. This paragraph shall survive the Closing or any termination of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussionsthis Agreement.