Common use of Access to Records; Discussions With Officers and Accountants Clause in Contracts

Access to Records; Discussions With Officers and Accountants. To the extent permitted by law and in addition to the applicable requirements of the Security Instruments, each Borrower shall permit the Lender: (a) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's books and records as may relate to the Obligations or any Mortgaged Property; (b) to discuss Borrower's affairs, finances and accounts with Senior Management and, solely with respect to any information specific to any Mortgaged Property, any site manager of such Mortgaged Property; (c) to discuss Borrower's affairs, finances and accounts with its independent public accountants, provided that Borrower's Authorized Representative has been given the opportunity by the Lender to be a party to such discussions; and (d) to receive any other information that the Lender deems necessary or relevant in connection with the Term Loan, any Loan Document, or the Obligations. Each Borrower shall maintain complete and accurate books and records (i) reflecting all of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulations, (ii) in sufficient detail to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan Documents. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents shall be maintained at the address of the Borrowing Agent set forth in Section 16.08 of this Agreement, unless any Borrower shall otherwise advise Lender in writing. Notwithstanding the foregoing, prior to an Event of Default or Potential Event of Default, all inspections shall be conducted with prior notice at reasonable times during normal business hours and during a Potential Event of Default all such inspections shall be conducted with one day prior notice.

Access to Records; Discussions With Officers and Accountants. To On an annual basis, or upon the extent permitted by law and in addition to occurrence of (x) an Event of Default, (y) an event that could have a material adverse effect on the applicable requirements ability of the Security InstrumentsServicer to perform its obligations under this Agreement or the Certificates, each Borrower shall or (z) an event that could have a material adverse effect on the validity or enforceability of, this Agreement or the Certificates, the Servicer shall, upon the reasonable request of the Certificate Insurer, permit the LenderCertificate Insurer or its authorized agents: (a) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's books and records as may relate to the Obligations or any Mortgaged Property; (bi) to discuss Borrower's the affairs, finances and accounts of the Servicer with Senior Management the chief operating officer and the chief financial officer of the Servicer, in each case, to the extent related to the Receivables, or the duties of the Servicer hereunder; and, solely with respect to any information specific to any Mortgaged Property, any site manager of such Mortgaged Property; (cii) with the Servicer's consent, which consent shall not be unreasonably withheld, to discuss Borrower's the affairs, finances and accounts of the Servicer with its the Servicer's independent public accountants, in each case, to the extent related to the Receivables, or the duty of the Servicer hereunder, provided that Borrower's Authorized Representative has been given an officer of the opportunity by Servicer shall have the Lender right to be a party to present during such discussions; and (d) to receive any other information that the Lender deems necessary or relevant in connection with the Term Loan, any Loan Document, or the Obligations. Each Borrower shall maintain complete Such inspections and accurate books and records (i) reflecting all of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulations, (ii) in sufficient detail to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan Documents. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents shall be maintained at the address of the Borrowing Agent set forth in Section 16.08 of this Agreement, unless any Borrower shall otherwise advise Lender in writing. Notwithstanding the foregoing, prior to an Event of Default or Potential Event of Default, all inspections discussions shall be conducted with prior notice at reasonable times during normal business hours and during a Potential Event shall not unreasonably disrupt the business of Default all the Servicer. The Certificate Insurer, by the issuance of the Certificate Insurance Policy, agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce this Agreement, provided that the foregoing shall be conducted not limit the right of the Certificate Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Certificate Insurer is requested or required (by oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand or similar process) to disclose any information of which it becomes aware through such inspections or discussions, the Certificate Insurer will promptly notify the Servicer of such request(s) so that the Servicer may seek an appropriate protective order and/or waive the Certificate Insurer's compliance with one day prior noticethe provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Certificate Insurer is, nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, the Certificate Insurer may disclose such information to such tribunal that the Certificate Insurer is compelled to disclose, provided that a copy of all information disclosed is provided to the Servicer promptly upon such disclosure.

Access to Records; Discussions With Officers and Accountants. To The Seller and the extent permitted by law and in addition to Issuer shall, upon the applicable requirements request of the Security InstrumentsInsurer, each Borrower shall permit the LenderInsurer, or its authorized agent, at the expense of the Seller and the Issuer upon the occurrence and during the continuance of a Special Event and at all other times at the Insurer’s expense, in each case at reasonable times and upon reasonable prior written notice, permit the Insurer or its authorized agents: (ai) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's inspect the books and records of the Seller or the Issuer as they may relate to the Obligations Obligations, the obligations of the Seller or any Mortgaged Propertythe Issuer under the Transaction Documents, and the Transaction; (bii) to discuss Borrower's the affairs, finances and accounts of the Seller or the Issuer with Senior Management the chief operating officer and the chief financial officer of the Seller or the Issuer, as the case may be; and, solely with respect to any information specific to any Mortgaged Property, any site manager of such Mortgaged Property; (ciii) with the Seller or the Issuer’s consent, as the case may be, which consent shall not be unreasonably withheld, to discuss Borrower's the affairs, finances and accounts of the Seller or the Issuer with its the Seller or the Issuer’s independent public accountants, as applicable, provided that Borrower's Authorized Representative has been given an officer of the opportunity by Seller or the Lender Issuer shall have the right to be a party to present during such discussions; and (d) to receive any other information that . Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the Lender deems necessary or relevant in connection with business of the Term Loan, any Loan Document, Seller or the Obligations. Each Borrower shall maintain complete and accurate books and records (i) reflecting all of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulations, (ii) in sufficient detail to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan DocumentsIssuer. The books and records of each Borrower and the books and records relating to Seller or the transactions contemplated by the provisions of the Loan Documents shall Issuer will be maintained at the address of the Borrowing Agent set forth in Section 16.08 Seller or the Issuer designated herein for receipt of this Agreementnotices, unless any Borrower the Seller or the Issuer shall otherwise advise Lender the parties hereto in writing. Notwithstanding the foregoingThe Insurer agrees that it and its shareholders, prior to an Event directors, agents, accountants and attorneys shall keep confidential any matter of Default or Potential Event of Default, all inspections shall be conducted with prior notice at reasonable times during normal business hours and during a Potential Event of Default all which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall be conducted with one day prior noticenot limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel, credit default swap providers and accountants.

Access to Records; Discussions With Officers and Accountants. To Upon reasonable prior written notice of the extent permitted by law Insurer, at any time and in addition to the applicable requirements of the Security Instrumentsany event at least annually in each case unless otherwise indicated below, each Borrower it shall permit the LenderInsurer or its authorized agents: (ai) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's inspect the books and records of the Issuer as they may relate to the Obligations Notes, the obligations of the Issuer under the Company Documents and the Transaction, or any Mortgaged Propertyother indebtedness of the Issuer; (bii) to discuss Borrower's the affairs, finances and accounts of the Issuer with Senior Management IOS Capital on behalf of the Issuer; and, solely with respect to any information specific to any Mortgaged Property, any site manager of such Mortgaged Property; (ciii) with the Issuer's consent, which consent shall not be unreasonably withheld or delayed (and which consent shall not be required after the occurrence of a Default or an event which, with or without notice or lapse of time or both would constitute an Event of Default), to discuss Borrower's the affairs, finances and accounts of the Issuer with its the Issuer's independent public accountants, provided that Borrower's Authorized Representative has been given an officer of the opportunity by Issuer and IOS Capital shall have the Lender right to be a party to present during such discussions; and (d) to receive any other information that the Lender deems necessary or relevant in connection with the Term Loan, any Loan Document, or the Obligations. Each Borrower shall maintain complete Such inspections and accurate books and records (i) reflecting all of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulations, (ii) in sufficient detail to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan Documents. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents discussions shall be maintained conducted during normal business hours at the address of the Borrowing Agent set forth in Section 16.08 of this Agreement, unless any Borrower shall otherwise advise Lender in writing. Notwithstanding the foregoing, Issuer's reasonable cost and expense prior to an Event of a Default or Potential Event of Default, all inspections shall be conducted with prior notice and at reasonable times during normal business hours its cost and during expense from and after the occurrence of a Potential Default or Event of Default all and shall not unreasonably disrupt the business of the Issuer. Absent a Default, or an event which, with or without notice or lapse of time or both would constitute an Event of Default, it is the Insurer's intent to conduct such inspections or discussions not more often than annually. If, however, a Default or an event which, with or without notice or lapse of time or both would constitute an Event of Default, has occurred or if the Insurer, in its sole discretion, determines that there has occurred or is reasonably likely to occur a deterioration in the assets or financial condition of IOS Capital or the Issuer, or it determines that it is appropriate to verify information being provided by the Issuer pursuant to the Company Documents, it may increase the frequency of such audits to semi-annual, quarterly, or otherwise as it deems appropriate and the Issuer shall be conducted make its premises and books and records available on two (2) Business Day's notice for such purposes. Without limiting the foregoing, upon the occurrence of a Default, or an event which, with one day prior noticeor without notice or lapse of time or both would constitute an Event of Default, the Issuer shall make its principal officers available to discuss the Transaction with representatives of the Insurer within two (2) days of receipt by the Issuer of such a request from the Insurer.

Access to Records; Discussions With Officers and Accountants. To The Transferor, the extent permitted by law Seller, the Collateral Agent and in addition to the applicable requirements Reserve Account Agent shall, upon the request of the Security InstrumentsSurety, each Borrower shall permit the LenderSurety, or its authorized agent, at reasonable times and upon reasonable notice: (ai) to inspect, make copies and abstracts of, and have reviewed or audited, inspect such of Borrower's books and records of the Transferor, the Seller and the Collateral Agent as the case may be, as they may relate to the Obligations or any Mortgaged PropertyReceivables, the obligations of the Transferor, the Seller and the Collateral Agent, as the case may be, under the Transaction Documents and the transactions consummated in connection herewith and to inspect the books and records of the Reserve Account Agent as they may relate to the Reserve Account; (bii) to discuss Borrower's the affairs, finances and accounts of the Transferor, the Seller and the Collateral Agent as such relate to the performance by it of its obligations under the Transaction Documents with Senior Management andan appropriate officer of the Transferor, solely with respect to any information specific to any Mortgaged Propertythe Seller and the Collateral Agent, any site manager of such Mortgaged Property; (c) as the case may be; and to discuss Borrower's the affairs, finances and accounts of the Reserve Account Agent as such may relate to the Reserve Account with an appropriate officer of the Reserve Account Agent. (iii) to discuss the affairs, finances and accounts of the Transferor, the Seller and the Collateral Agent as such relate to the performance by it of its obligations under the Transaction Documents with the Transferor's, the Seller's and the Collateral Agent's independent public accountants, as the case may be, provided that Borrower's Authorized Representative has been given an appropriate officer of the opportunity by Transferor, the Lender Seller and the Collateral Agent, as the case may be, shall have the right to be a party to present during such discussions; and (d) to receive any other information that . Such inspections and discussions shall be conducted upon the Lender deems necessary or relevant in connection with request of the Term LoanSurety and during normal business hours and shall not unreasonably disrupt the business of the Transferor, any Loan Documentthe Seller, the Collateral Agent or the Obligations. Each Borrower shall maintain complete and accurate books and records (i) reflecting all of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulations, (ii) in sufficient detail to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan DocumentsReserve Account Agent. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents shall Transferor will be maintained at the address of the Borrowing Agent set forth in Section 16.08 Transferor designated herein for receipt of this Agreementnotices, unless any Borrower the Transferor shall otherwise advise Lender the parties hereto in writing, the books and records of the Collateral Agent will be maintained at the address of the Collateral Agent designated herein for receipt of notices, unless the Collateral Agent shall otherwise advise the parties hereto in writing, the books and records of the Reserve Account Agent will be maintained at the address of the Reserve Account Agent designated herein for receipt of notices, unless the Reserve Account Agent shall otherwise advise the parties hereto in writing and the books and records of the Seller will be maintained at the Seller's address designated herein for receipt of notices, unless the Seller shall otherwise advise the parties hereto in writing. Notwithstanding The Surety shall keep confidential all financial statements and reports delivered to it, the foregoing, prior to an Event Credit Guidelines and any matter of Default or Potential Event of Default, all inspections shall be conducted with prior notice at reasonable times during normal business hours and during a Potential Event of Default all which it becomes aware through such inspections or discussions, except as may be otherwise required, by regulation, law or court order or requested by appropriate governmental authorities or as necessary to enforce any of the provisions of the Transaction Documents, provided that the foregoing shall be conducted not limit the right of the Surety to make such information available on a confidential basis, to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Surety is requested or required (by oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand or similar process) to disclose any information of which it becomes aware through such inspections or discussions, the Surety will promptly notify the Seller of such request(s) so that the Seller may seek an appropriate protective order and/or waive the Surety's compliance with one day prior noticethe provisions of this Insurance Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Surety is, nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, the Surety may disclose such information to such tribunal that the Surety is compelled to disclose, provided that a copy of all information disclosed is provided to the Seller promptly upon such disclosure.

Access to Records; Discussions With Officers and Accountants. To the extent permitted by law and in addition to the applicable requirements of the Security Instruments, each Borrower shall permit the LenderLender to: (a) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's ’s or Guarantor’s books and records as may relate to the Obligations or any Mortgaged Property; (b) to discuss Borrower's ’s affairs, finances and accounts with Senior Management and, solely with respect to any information specific to Proper Officer of Borrower or Guarantor or any Mortgaged Property, any site manager other person performing the functions of such Mortgaged Propertythe Proper Officers; (c) to discuss Borrower's ’s affairs, finances and accounts with its independent public accountants, provided that Borrower's Authorized Representative a Proper Officer has been given the opportunity by Lender to be a party to such discussions; (d) discuss the Mortgaged Properties’ conditions, operations or maintenance with the Property Managers and/or asset manager of such Mortgaged Properties and the officers and employees of Borrower and Guarantor, provided that a Proper Officer or his/her designee has been given the opportunity by Lender to be a party to such discussions; and (de) to receive any other information that the Lender deems reasonably necessary or relevant in connection with the Term Loanany Advance, any Loan Document, Document or the Obligations. Each Obligations from the officers of Borrower shall maintain complete or Guarantor or officers and accurate books and records (i) reflecting all employees of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulationsProperty Manager, (ii) in sufficient detail provided that a Proper Officer or his/her designee has been given the opportunity by Lender to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited be a party to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan Documents. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents shall be maintained at the address of the Borrowing Agent set forth in Section 16.08 of this Agreement, unless any Borrower shall otherwise advise Lender in writingsuch discussions. Notwithstanding the foregoing, prior to an Event of Default or Potential Event of DefaultDefault and in the absence of an emergency, all inspections and communications shall be conducted with prior notice at reasonable times during normal business hours and during a Potential Event of Default all such inspections shall be conducted with one day prior noticeupon reasonable advance notice to Borrower or Guarantor, as appropriate.

Access to Records; Discussions With Officers and Accountants. To the extent permitted by law and in addition to the applicable requirements of the Security Instruments, each Borrower shall permit the LenderLender to and shall cause IDOT Guarantor to: (a) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's ’s, IDOT Guarantor’s or Guarantor’s books and records as may relate to the Obligations or any Mortgaged Property; (b) to at any time discuss Borrower's ’s or IDOT Guarantor’s affairs, finances and accounts with Senior Management and, solely with respect to any information specific to any Mortgaged Property, any site manager of such Mortgaged Property; (c) to discuss or Borrower's affairs, finances ’s or IDOT Guarantor’s property managers and accounts with its independent public accountants, provided that Borrower's Authorized Representative a responsible officer of Archstone has been given the opportunity by the Lender to be a party to such discussions; after an Event of Default, discuss Borrower’s or IDOT Guarantor’s affairs, finances and account with Guarantor’s officers, partners and employees; (c) discuss the Mortgaged Properties’ conditions, operations or maintenance with the property managers of such Mortgaged Properties, provided that a responsible officer of Archstone has been given the opportunity to be a party to such discussions, and the officers and employees of Borrower, IDOT Guarantor and Guarantor; and (d) to receive any other information that the Lender reasonably deems necessary or relevant in connection with the Term any Loan, any Loan Document, Document or the Obligations. Each Obligations from the officers of Borrower shall maintain complete or IDOT Guarantor or officers and accurate books and records (i) reflecting all employees of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulationsProperty Manager, (ii) in sufficient detail provided that a responsible officer of Archstone has been given the opportunity to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited be a party to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan Documents. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents shall be maintained at the address of the Borrowing Agent set forth in Section 16.08 of this Agreement, unless any Borrower shall otherwise advise Lender in writingsuch discussions. Notwithstanding the foregoing, prior to an Event of Default or Potential Event of DefaultDefault under such Collateral Pool and in the absence of an emergency, all inspections shall be conducted with prior notice at reasonable times during normal business hours and during a Potential Event of Default all such inspections shall be conducted with one day prior noticeupon reasonable notice to the applicable Collateral Pool Borrower.

Access to Records; Discussions With Officers and Accountants. To On an annual basis, or upon the extent permitted by law and in addition to occurrence of an event that could have a material adverse effect on the applicable requirements ability of the Security InstrumentsServicer to perform its obligations under, each Borrower shall or the validity or enforceability of, this Agreement or the Certificates, the Servicer shall, upon the reasonable request of the Certificate Insurer, permit the LenderCertificate Insurer or its authorized agents: (a) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's books and records as may relate to the Obligations or any Mortgaged Property; (bi) to discuss Borrower's the affairs, finances and accounts of the Servicer with Senior Management the chief operating officer and the chief financial officer of the Servicer, in each case, to the extent related to the Receivables, or the duty of the Servicer hereunder; and, solely with respect to any information specific to any Mortgaged Property, any site manager of such Mortgaged Property; (cii) with the Servicer's consent, which consent shall not be unreasonably withheld, to discuss Borrower's the affairs, finances and accounts of the Servicer with its the Servicer's independent public accountants, in each case, to the extent related to the Receivables, or the duty of the Servicer hereunder, provided that Borrower's Authorized Representative has been given an officer of the opportunity by Servicer shall have the Lender right to be a party to present during such discussions; and (d) to receive any other information that the Lender deems necessary or relevant in connection with the Term Loan, any Loan Document, or the Obligations. Each Borrower shall maintain complete Such inspections and accurate books and records (i) reflecting all of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulations, (ii) in sufficient detail to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan Documents. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents shall be maintained at the address of the Borrowing Agent set forth in Section 16.08 of this Agreement, unless any Borrower shall otherwise advise Lender in writing. Notwithstanding the foregoing, prior to an Event of Default or Potential Event of Default, all inspections discussions shall be conducted with prior notice at reasonable times during normal business hours and during a Potential Event shall not unreasonably disrupt the business of Default all the Servicer. The Certificate Insurer, by the issuance of the Certificate Insurance Policy, agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce this Agreement, provided that the foregoing shall be conducted not limit the right of the Certificate Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Certificate Insurer is requested or required (by oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand or similar process) to disclose any information of which it becomes aware through such inspections or discussions, the Certificate Insurer will promptly notify the Servicer of such request(s) so that the Servicer may seek an appropriate protective order and/or waive the Certificate Insurer's compliance with one day prior noticethe provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Certificate Insurer is, nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, the Certificate Insurer may disclose such information to such tribunal that the Certificate Insurer is compelled to disclose, provided that a copy of all information disclosed is provided to the Servicer promptly upon such disclosure.

Access to Records; Discussions With Officers and Accountants. To Upon Xxxxxx Mae’s request and to the extent permitted by law and in addition to the applicable requirements of the Security InstrumentsInstrument, each Borrower shall permit the LenderXxxxxx Mae: (a) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's ’s books and records as may relate to the Obligations or any Mortgaged Property; (b) to discuss Borrower's ’s affairs, finances and accounts with Senior Management andany of Borrower’s officers, solely with respect partners and employees, provided that the chief financial officer or chief accounting officer of EQR has been given the opportunity by Xxxxxx Xxx to any information specific be a party to any Mortgaged Property, any site manager of such Mortgaged Propertydiscussions; (c) to discuss Borrower's ’s affairs, finances and accounts with its independent public accountants, provided that Borrower's Authorized Representative either the chief financial officer or chief accounting officer of EQR has been given the opportunity by the Lender Xxxxxx Mae to be a party to such discussions; (d) to discuss, with the chief financial officer and the other executive officers of EQR, (1) EQR’s strategic business plan for the then current and the then succeeding two fiscal years; (2) EQR’s annual budget (including capital expenditure budgets and a review of the performance and projections for each Mortgaged Property); and (3) EQR’s financial projections for the then current and the then succeeding two fiscal years and to inspect any of the foregoing that Borrower maintains in writing; (e) to discuss, with the chief financial officer and the other executive officers of EQR, EQR’s short and long range plans, including its plans for operations, mergers, acquisitions and management, and to inspect any supporting financial projections and schedules; and (df) to receive any other information that the Lender Xxxxxx Xxx reasonably deems necessary or relevant in connection with the Term Loan, any Loan Document, Document or the Obligations. Each Borrower shall maintain complete and accurate books and records (i) reflecting all of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulations, (ii) in sufficient detail to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan Documents. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents shall be maintained at the address of the Borrowing Agent set forth in Section 16.08 of this Agreement, unless any Borrower shall otherwise advise Lender in writing. Notwithstanding the foregoing, prior to an Event of Default or Potential Event of Default, all inspections shall be conducted with prior notice at reasonable times during normal business hours hours. Notwithstanding the foregoing or any other provision of the Loan Documents and during the Guaranty, Borrower shall not be required to discuss with Xxxxxx Mae, or make information available to Xxxxxx Xxx regarding, any matters described in paragraphs (d) and (e) to the extent that such matters are subject to a Potential Event confidentiality agreement with a Person that is not an Affiliate of Default Borrower. Xxxxxx Mae agrees to treat all information received by Xxxxxx Xxx (i) under Sections 6.03(g), 6.04(d), 6.04(e) and 6.28 as confidential and (ii) which Borrower requests in writing to the persons at Xxxxxx Mae who receive any information regarding Borrower, ERPOP or EQR that such inspections information be treated as confidential; provided, however, that such confidential information may be disclosed (A) as required by law or pursuant to generally accepted accounting procedures, (B) to officers, directors, employees, agents, partners, attorneys, accountants, engineers and other consultants of Xxxxxx Xxx, or its successors or assigns, who need to know such information, provided such Persons are instructed to treat such information confidentially, (C) by Xxxxxx Mae to any successor or assign of such Borrower Party, (D) to any federal or state regulatory authority having jurisdiction over Xxxxxx Xxx, or its successors or assigns, (E) to any other Person to which such delivery or disclosure may be necessary or appropriate (w) in compliance with any law, rule, regulation or order applicable to Xxxxxx Mae, or its successors or assigns, (x) in response to any subpoena or other legal process or information investigative demand, (y) in connection with any litigation to which Xxxxxx Xxx, or its successors or assigns, is a party or (z) solely in relation to confidential information described in subclause (i) of the first sentence in this paragraph, in connection with any foreclosure, deed-in-lieu of foreclosure or comparable conversion or any work-out or restructuring of the Loan and this Agreement. Borrower agrees that information subject to this confidentiality agreement does not include information which (i) was publicly known, or otherwise known to Xxxxxx Mae, or its successors or assigns, at the time of disclosure, (ii) subsequently becomes publicly known through no act of or omission by Xxxxxx Xxx, or its successors or assigns, other than through disclosure by Borrower or by any other Person in violation of this or any other confidentiality arrangement and Xxxxxx Mae, or its successors or assigns, has knowledge of such violation; provided, however, that in the event Xxxxxx Xxx, or its successors or assigns, discloses confidential information to any Borrower Party, such disclosing Borrower Party shall reasonably endeavor to notify Borrower thereof as soon as possible after such disclosure has been made and Borrower shall be conducted with one day prior noticeafforded an opportunity to seek protective orders, or such other confidential treatment of such disclosed information as Borrower may deem reasonable.

Access to Records; Discussions With Officers and Accountants. To On an annual basis, or upon the extent permitted by law and in addition occurrence of an event that could have a material adverse effect on the ability of the Servicer to perform its obligations under, or the applicable requirements validity or enforceability of, this Agreement or the Securities, the Servicer shall, upon the reasonable request of the Security InstrumentsInsurer, each Borrower shall permit the LenderSecurity Insurer or its authorized agents: (a) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's books and records as may relate to the Obligations or any Mortgaged Property; (bi) to discuss Borrower's the affairs, finances and accounts of the Servicer with Senior Management the chief operating officer and the chief financial officer of the Servicer, in each case, to the extent related to the Receivables, or the duty of the Servicer hereunder; and, solely with respect to any information specific to any Mortgaged Property, any site manager of such Mortgaged Property; (cii) with the Servicer's consent, which consent shall not be unreasonably withheld, to discuss Borrower's the affairs, finances and accounts of the Servicer with its the Servicer's independent public accountants, in each case, to the extent related to the Receivables, or the duty of the Servicer hereunder, provided that Borrower's Authorized Representative has been given an officer of the opportunity by Servicer shall have the Lender right to be a party to present during such discussions; and (d) to receive any other information that the Lender deems necessary or relevant in connection with the Term Loan, any Loan Document, or the Obligations. Each Borrower shall maintain complete Such inspections and accurate books and records (i) reflecting all of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulations, (ii) in sufficient detail to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan Documents. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents shall be maintained at the address of the Borrowing Agent set forth in Section 16.08 of this Agreement, unless any Borrower shall otherwise advise Lender in writing. Notwithstanding the foregoing, prior to an Event of Default or Potential Event of Default, all inspections discussions shall be conducted with prior notice at reasonable times during normal business hours and during a Potential Event shall not unreasonably disrupt the business of Default all the Servicer. The Security Insurer, by the issuance of the Security Insurance Policy, agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce this Agreement, provided that the foregoing shall be conducted not limit the right of the Security Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Security Insurer is requested or required (by oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand or similar process) to disclose any information of which it becomes aware through such inspections or discussions, the Security Insurer will promptly notify the Servicer of such request(s) so that the Servicer may seek an appropriate protective order and/or waive the Security Insurer's compliance with one day prior noticethe provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Security Insurer is, nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, the Security Insurer may disclose such information to such tribunal that the Security Insurer is compelled to disclose, provided that a copy of all information disclosed is provided to the Servicer promptly upon such disclosure.

Access to Records; Discussions With Officers and Accountants. To the extent permitted by law and in addition to the applicable requirements As long as upon reasonable prior written notice of the Security InstrumentsInsurer, each Borrower at any time, it shall permit the LenderInsurer or its authorized agents: (ai) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's inspect its books and its records as they may relate to the Obligations Transaction, the Receivables, the Other Conveyed Property or any Mortgaged Propertyother assets in the Trust Estate, as the case may be, or its obligations under the Transaction Documents; (bii) to discuss Borrower's its affairs, finances and accounts with Senior Management its principal executive officer and its principal financial officer; and, solely with respect to any information specific to any Mortgaged Property, any site manager of such Mortgaged Property; (ciii) to discuss Borrower's its affairs, finances and accounts with its independent public accountants, provided that Borrower's Authorized Representative has been given one of its officers shall have the opportunity by the Lender right to be a party to present during such discussions; and (d) to receive any other information that . Such inspections and discussions shall be conducted during normal business hours at the Lender deems necessary or relevant in connection with Insurer’s cost and expense and shall not unreasonably disrupt the Term Loan, any Loan Document, or the Obligations. Each Borrower shall maintain complete and accurate books and records (i) reflecting all of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulations, (ii) in sufficient detail to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services)AmeriCredit. Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan Documents. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents shall be maintained at the address of the Borrowing Agent set forth in Section 16.08 of this Agreement, unless any Borrower shall otherwise advise Lender in writing. Notwithstanding the foregoing, prior to Absent an Event of Default hereunder, any Default or Potential Event of DefaultDefault under the Indenture, all a Servicer Termination Event or a Trigger Event, the Insurer shall not conduct such inspections or discussions more often than annually, unless otherwise mutually agreed by the Insurer and AmeriCredit. If, however, an Event of Default hereunder or under the Indenture, a Servicer Termination Event or a Trigger Event has occurred and is continuing, the Insurer may increase the frequency of such audits to semi-annual, quarterly, or otherwise as it deems appropriate at the cost and expense of AmeriCredit. Without limiting the foregoing, upon the occurrence of a Trigger Event, an Event of Default hereunder or under the Indenture or a Servicer Termination Event, AmeriCredit shall make its principal officers available to discuss the Transaction with representatives of the Insurer within 15 days of receipt by AmeriCredit of such a request from the Insurer and such discussions shall be conducted with prior notice at reasonable times during normal business hours and during a Potential Event of Default all such inspections shall be conducted with one day prior notice.AmeriCredit’s expense. Back to Contents

Access to Records; Discussions With Officers and Accountants. To It shall, upon the extent permitted by law and in addition to the applicable requirements reasonable request of the Security InstrumentsInsurer once each calendar year or otherwise promptly following an Access Trigger Event and on a semi-annual basis thereafter until such Access Trigger Event is no longer in effect, each Borrower shall permit the LenderInsurer or its authorized agents: (a1) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's inspect its books and records and the books and records of it as they may relate to the Obligations or any Mortgaged PropertyMortgage Loans, the Class A Notes, its obligations under the Operative Documents to which it is a party and the Transaction (including, without limitation, access to information reasonably required for purposes of complying with FASB Financial Interpretation No. 46 and SFAS 140; provided that the Insurer will maintain confidentiality with respect to such information in accordance with its internal policies); (b2) to discuss Borrower's its affairs, finances and accounts with Senior Management andas they relate to the Mortgage Loans, solely the Class A Notes, the Transaction or, with respect to any information specific the Servicer, its ability to any Mortgaged Property, any site manager of such Mortgaged Propertyperform its obligations under the Operative Documents; (c3) to discuss Borrower's its affairs, finances and accounts with its independent public accountants; provided, provided however, that Borrower's Authorized Representative has been given its officers shall have the opportunity by the Lender right to be a party to present during such discussions; and (d4) to receive conduct a review of the Servicer's practices as a Servicer through reviews of the Mortgage Loans, reappraisals of Mortgaged Properties and reviews of servicing practices. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Seller or the Servicer, as applicable, and shall be at the cost of the Seller or the Servicer up to once in any other information that the Lender deems necessary or relevant in connection with the Term Loan, any Loan Document12-month period, or more often if an Access Trigger Event has occurred, and shall otherwise be at the Obligations. Each Borrower shall maintain complete and accurate books and records (i) reflecting all of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulations, (ii) in sufficient detail to correctly reflect the results cost of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan DocumentsInsurer. The books and records of each Borrower the Seller and the books and records relating to the transactions contemplated by the provisions of the Loan Documents Servicer shall be maintained at the address designated herein for receipt of the Borrowing Agent set forth in Section 16.08 of this Agreementnotices, unless any Borrower the Seller or the Servicer shall otherwise advise Lender the parties hereto in writing. Notwithstanding the foregoing, prior to an Event of Default or Potential Event of Default, all inspections shall be conducted with prior notice at reasonable times during normal business hours and during a Potential Event of Default all such inspections shall be conducted with one day prior notice.

Access to Records; Discussions With Officers and Accountants. To Upon reasonable prior written notice of the extent permitted by law Insurer, at any time and in addition to the applicable requirements of the Security Instrumentsany event at least annually in each case unless otherwise indicated below, each Borrower it shall permit the LenderInsurer or its authorized agents: (ai) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's inspect the books and records of IOS Capital as they may relate to the Obligations or any Mortgaged PropertyNotes, the obligations of IOS Capital under the Company Documents and the Transaction; (bii) to discuss Borrower's the affairs, finances and accounts of IOS Capital with Senior Management the Chief Operating Officer and the Chief Financial Officer of IOS Capital; and, solely with respect to any information specific to any Mortgaged Property, any site manager of such Mortgaged Property; (ciii) with IOS Capital's consent, which consent shall not be unreasonably withheld or delayed (and which consent shall not be required after the occurrence of a Default or an event which, with or without notice or lapse of time or both would constitute an Event of Default), to discuss Borrower's the affairs, finances and accounts of IOS Capital with its IOS Capital's independent public accountants, provided that Borrower's Authorized Representative has been given an officer of IOS Capital shall have the opportunity by the Lender right to be a party to present during such discussions; and (d) to receive any other information that the Lender deems necessary or relevant in connection with the Term Loan, any Loan Document, or the Obligations. Each Borrower shall maintain complete Such inspections and accurate books and records (i) reflecting all of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulations, (ii) in sufficient detail to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan Documents. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents discussions shall be maintained conducted during normal business hours at the address of the Borrowing Agent set forth in Section 16.08 of this Agreement, unless any Borrower shall otherwise advise Lender in writing. Notwithstanding the foregoing, IOS Capital's reasonable cost and expense prior to an Event of a Default or Potential Event of Default, all inspections shall be conducted with prior notice and at reasonable times during normal business hours its cost and during expense from and after the occurrence of a Potential Default or Event of Default all and shall not unreasonably disrupt the business of IOS Capital. Absent a Default, or an event which, with or without notice or lapse of time or both would constitute an Event of Default, it is the Insurer's intent to conduct such inspections or discussions not more often than annually. If, however, a Default or an event which, with or without notice or lapse of time or both would constitute an Event of Default, has occurred or if the Insurer, in its sole discretion, determines that there has occurred or is reasonably likely to occur a deterioration in the assets or financial condition of IOS Capital or the Issuer, or it determines that it is appropriate to verify information being provided by the Servicer pursuant to the Company Documents, it may increase the frequency of such audits to semi-annual, quarterly, or otherwise as it deems appropriate and IOS Capital shall be conducted make its premises and books and records available on two (2) Business Day's notice for such purposes. Without limiting the foregoing, upon the occurrence of a Default or an event which, with one day prior noticeor without notice or lapse of time or both would constitute an Event of Default, IOS Capital shall make its principal officers available to discuss the Transaction with representatives of the Insurer within two (2) days of receipt by IOS Capital of such a request from the Insurer.

Access to Records; Discussions With Officers and Accountants. To On an annual basis, or upon the extent permitted by law and in addition to occurrence of (x) a Servicer Default, (y) an event that could have a material adverse effect on the applicable requirements ability of the Security InstrumentsServicer to perform its obligations under this Agreement or the Certificates, each Borrower shall or (z) an event that could have a material adverse effect on the validity or enforceability of, this Agreement or the Certificates, the Servicer shall, upon the reasonable request of the Certificate Insurer, permit the LenderCertificate Insurer or its authorized agents: (a) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's books and records as may relate to the Obligations or any Mortgaged Property; (bi) to discuss Borrower's the affairs, finances and accounts of the Servicer with Senior Management the chief operating officer and the chief financial officer of the Servicer, in each case, to the extent related to the Receivables, or the duties of the Servicer hereunder; and, solely with respect to any information specific to any Mortgaged Property, any site manager of such Mortgaged Property; (cii) with the Servicer's consent, which consent shall not be unreasonably withheld, to discuss Borrower's the affairs, finances and accounts of the Servicer with its the Servicer's independent public accountants, in each case, to the extent related to the Receivables, or the duty of the Servicer hereunder, provided that Borrower's Authorized Representative has been given an officer of the opportunity by Servicer shall have the Lender right to be a party to present during such discussions; and (d) to receive any other information that the Lender deems necessary or relevant in connection with the Term Loan, any Loan Document, or the Obligations. Each Borrower shall maintain complete Such inspections and accurate books and records (i) reflecting all of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulations, (ii) in sufficient detail to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan Documents. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents shall be maintained at the address of the Borrowing Agent set forth in Section 16.08 of this Agreement, unless any Borrower shall otherwise advise Lender in writing. Notwithstanding the foregoing, prior to an Event of Default or Potential Event of Default, all inspections discussions shall be conducted with prior notice at reasonable times during normal business hours and during a Potential Event shall not unreasonably disrupt the business of Default all the Servicer. The Certificate Insurer, by the issuance of the Certificate Insurance Policy, agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce this Agreement, provided that the foregoing shall be conducted not limit the right of the Certificate Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Certificate Insurer is requested or required (by oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand or similar process) to disclose any information of which it becomes aware through such inspections or discussions, the Certificate Insurer will promptly notify the Servicer of such request(s) so that the Servicer may seek an appropriate protective order and/or waive the Certificate Insurer's compliance with one day prior noticethe provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Certificate Insurer is, nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, the Certificate Insurer may disclose such information to such tribunal that the Certificate Insurer is compelled to disclose, provided that a copy of all information disclosed is provided to the Servicer promptly upon such disclosure.

Access to Records; Discussions With Officers and Accountants. To the extent permitted by law and in addition to the applicable requirements of the Security Instruments, each Borrower shall permit the LenderLender to and shall cause IDOT Guarantor to: (a) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's ’s, IDOT Guarantor’s or Guarantor’s books and records as may relate to the Obligations or any Mortgaged Property; (b) to at any time discuss Borrower's ’s or IDOT Guarantor’s affairs, finances and accounts with Senior Management and, solely with respect to any information specific to any Mortgaged Property, any site manager of such Mortgaged Property; (c) to discuss or Borrower's affairs, finances ’s or IDOT Guarantor’s property managers and accounts with its independent public accountants, provided that Borrower's Authorized Representative a responsible officer of ASOT has been given the opportunity by the Lender to be a party to such discussions; after an Event of Default, discuss Borrower’s or IDOT Guarantor’s affairs, finances and account with Guarantor’s officers, partners and employees; (c) discuss the Mortgaged Properties’ conditions, operations or maintenance with the property managers of such Mortgaged Properties, provided that a responsible officer of ASOT has been given the opportunity to be a party to such discussions, and the officers and employees of Borrower, IDOT Guarantor and Guarantor; and (d) to receive any other information that the Lender reasonably deems necessary or relevant in connection with the Term any Loan, any Loan Document, Document or the Obligations. Each Obligations from the officers of Borrower shall maintain complete or IDOT Guarantor or officers and accurate books and records (i) reflecting all employees of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulationsProperty Manager, (ii) in sufficient detail provided that a responsible officer of ASOT has been given the opportunity to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited be a party to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan Documents. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents shall be maintained at the address of the Borrowing Agent set forth in Section 16.08 of this Agreement, unless any Borrower shall otherwise advise Lender in writingsuch discussions. Notwithstanding the foregoing, prior to an Event of Default or Potential Event of DefaultDefault under such Collateral Pool and in the absence of an emergency, all inspections shall be conducted with prior notice at reasonable times during normal business hours and during a Potential Event of Default all such inspections shall be conducted with one day prior noticeupon reasonable notice to the applicable Collateral Pool Borrower.