Common use of Inspection; Lender Meeting Clause in Contracts

Inspection; Lender Meeting. Borrower shall, upon request from Lender, permit (and cause to be permitted) Lender’s designated representatives to (a) visit, examine, audit, and inspect the Mortgaged Property, (b) examine, audit, inspect, copy, duplicate and abstract Borrower’s financial, accounting and other books and records, and (c) discuss Borrower’s and the Mortgaged Property’s affairs, finances and business with Borrower Representative’s officers, representatives, independent public accountants and agents (including the Manager). Lender acknowledges and agrees that any inspection or entry to the Mortgaged Property by Lender or Lender’s designated representatives shall be conducted (i) during Borrower’s normal business hours, (ii) in accordance with Borrower’s safety and security procedures then applicable to the Mortgaged Property in general and to the Secure Areas in particular that are, in each instance, in effect from time to time, (iii) at Borrower’s option, accompanied by an employee or representative of Borrower and/or Guarantor, (iv) in accordance with the confidentiality requirements of Section 11.12 and (v) in such a manner so as to minimize any disruption or interference with Borrower’s use or operation of the Mortgaged Property. Borrower shall cause its books and records to be maintained at Borrower’s principal offices located at c/o Lexicon Genetics Incorporated, 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000‑1160. Borrower will not change its principal offices or the location where its books and records are kept without giving at least thirty (30) days’ advance notice to Lender. Borrower shall pay Lender’s costs and expenses incurred in connection with such audit if an Event of Default has occurred and is continuing or if any audit reveals any material discrepancy, in Lender’s reasonable judgment, in the financial information provided by Borrower. All audits, inspections and reports shall be made for the sole benefit of Lender. Neither Lender nor Lender’s auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reports. Borrower will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any of the provisions of the Loan Documents. Neither Lender nor any other of Lender’s inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements or any Construction. Borrower shall cooperate, from time to time, with Lender and use reasonable efforts to assist Lender in obtaining an appraisal of the Mortgaged Property. Such cooperation and assistance from Borrower shall include reasonable access to the Mortgaged Property and books and records pertaining to the Mortgaged Property for Lender and its appraiser. The appraiser performing any such appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, provided, however, Borrower shall pay the fees of such appraiser in connection with one appraisal of the Mortgaged Property during the term of the Loan and any such appraisal when conducted following the occurrence and during the continuation of an Event of Default. Borrower shall cooperate with Lender with respect to any proceedings before any Governmental Authority which may in any way affect the rights of Lender under any of the Loan Documents and, in connection therewith, not prohibit Lender, at its election, from participating in any such proceedings.

Inspection; Lender Meeting. Borrower shallUpon three (3) days' prior written notice to the Credit Parties and the Lenders, upon request from Lender, each Credit Party shall permit (and cause any authorized representatives of Agent to be permitted) Lender’s designated representatives to (a) visit, examineaudit and inspect any of the properties of such Credit Party and its Subsidiaries, auditincluding its and their financial and accounting records (which audits and inspections of financial and accounting records shall in the absence of an Event of Default take place in Borrower's corporate office), and inspect the Mortgaged Property, (b) examine, audit, inspect, copy, duplicate to make copies and abstract Borrower’s financial, accounting and other books and recordstake extracts therefrom, and (c) to discuss Borrower’s its and the Mortgaged Property’s their affairs, finances and business with Borrower Representative’s officersits and their officers and certified public accountants, representativesat such reasonable times during normal business hours and as often as may be reasonably requested (collectively a "Field Review"); provided, independent public accountants that, upon the occurrence and agents (including the Manager). Lender acknowledges and agrees that continuance of an Event of Default, Agent shall not be required to provide any inspection or entry notice to the Mortgaged Property by Lender or Lender’s designated representatives shall be conducted (i) during Borrower’s normal business hours, (ii) in accordance with Borrower’s safety and security procedures then applicable Credit Parties prior to the Mortgaged Property in general and to the Secure Areas in particular that areperformance of a Field Review; provided further, in each instancethat, in effect from time to time, (iii) at Borrower’s option, accompanied by an employee or representative of Borrower and/or Guarantor, (iv) in accordance with the confidentiality requirements of Section 11.12 and (v) in such a manner so long as to minimize any disruption or interference with Borrower’s use or operation of the Mortgaged Property. Borrower shall cause its books and records to be maintained at Borrower’s principal offices located at c/o Lexicon Genetics Incorporated, 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000‑1160. Borrower will not change its principal offices or the location where its books and records are kept without giving at least thirty (30) days’ advance notice to Lender. Borrower shall pay Lender’s costs and expenses incurred in connection with such audit if an no Event of Default has occurred and is continuing or if any audit reveals any material discrepancycontinuing, in Lender’s reasonable judgment, in the financial information provided by Borrower. All audits, inspections and reports Agent shall be made for limited to two (2) Field Reviews during any calendar year. Representatives of each Lender will be permitted to accompany representatives of Agent during each Field Review at such Lender's expense. Without in any way limiting the sole benefit foregoing, commencing on or after January 31, 2007, upon three (3) days' prior written notice to the Credit Parties and the Agent, each Credit Party shall also permit any authorized representatives of a Lender selected by Requisite Lenders ("Nominee Lender. Neither ") to conduct additional Field Reviews (in scope satisfactory to such Nominee Lender nor Lender’s auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reports. Borrower will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any with all of the provisions of the Loan Documents. Neither Lender nor any other of Lender’s inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements or any Construction. Borrower shall cooperate, from time to time, with Lender same rights and use reasonable efforts to assist Lender in obtaining an appraisal of the Mortgaged Property. Such cooperation and assistance from Borrower shall include reasonable access privileges otherwise afforded to the Mortgaged Property Agent in connection with its Field Reviews) at such reasonable times during normal business hours and books as often as may be reasonably requested, and records pertaining to the Mortgaged Property Borrower shall, upon demand, reimburse Nominee Lender for all reasonable, out-of-pocket fees, charges, costs and expenses that may be incurred by Nominee Lender (including all reasonable fees and its appraiser. The appraiser performing any such appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, provided, however, Borrower shall pay the fees of such appraiser accountants or other professionals retained by Nominee Lender) in connection with one appraisal of the Mortgaged Property during the term of the Loan and any each such appraisal when conducted following Field Review; provided, that, upon the occurrence and during the continuation continuance of an Event of Default. Borrower , Nominee Lender shall cooperate with Lender with respect not be required to provide any proceedings before any Governmental Authority which may in any way affect notice to the rights Credit Parties prior to the performance of Lender under any of the Loan Documents and, in connection therewith, not prohibit Lender, at its election, from participating in any such proceedingsField Review; and provided further, that, so long as no Event of Default has occurred and is continuing, (i) Nominee Lender shall be limited to one Field Review during any calendar year and (ii) the fees, charges, costs and expenses of Nominee Lender to be reimbursed by Borrower under this sentence shall not exceed the sum of Fifty Thousand Dollars ($50,000.00) per Field Review. In addition to the foregoing, each Credit Party will participate and will cause key management personnel of each Credit Party and its Subsidiaries to participate in a meeting with Agent and Lenders at least once during each year, which meeting shall be held at such time and such place as may be reasonably requested by Agent.

Inspection; Lender Meeting. Borrower shallUpon three (3) Business Days’ prior written notice to the Loan Parties, upon request from Lender, each Loan Party shall permit (and cause any authorized representatives of Agent to be permitted) Lender’s designated representatives to (a) visit, examine, audit, audit and inspect any of the Mortgaged Propertyproperties of such Loan Party and its Subsidiaries, (b) examineduring regular business hours, audit, inspect, copy, duplicate including its and abstract Borrower’s financial, their financial and accounting and other books and records, and (c) to make copies and take extracts therefrom, and to discuss Borrower’s its and the Mortgaged Property’s their Financial Statements, affairs, finances finances, operations and business with Borrower Representative’s officersits and their officers and management and use reasonable efforts to arrange for discussions with their certified public accountants, representativesat such reasonable times during normal business hours and as often as may be reasonably requested (collectively a “Field Review”); provided, independent public accountants that, upon the occurrence and agents (including the Manager). Lender acknowledges and agrees that continuance of an Event of Default, Agent shall not be required to provide any inspection or entry notice to the Mortgaged Property by Lender or Lender’s designated representatives shall be conducted (i) during Borrower’s normal business hours, (ii) in accordance with Borrower’s safety and security procedures then applicable Loan Parties prior to the Mortgaged Property in general and to the Secure Areas in particular that areperformance of a Field Review; provided further, in each instancethat, in effect from time to time, (iii) at Borrower’s option, accompanied by an employee so long as no Default or representative of Borrower and/or Guarantor, (iv) in accordance with the confidentiality requirements of Section 11.12 and (v) in such a manner so as to minimize any disruption or interference with Borrower’s use or operation of the Mortgaged Property. Borrower shall cause its books and records to be maintained at Borrower’s principal offices located at c/o Lexicon Genetics Incorporated, 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000‑1160. Borrower will not change its principal offices or the location where its books and records are kept without giving at least thirty (30) days’ advance notice to Lender. Borrower shall pay Lender’s costs and expenses incurred in connection with such audit if an Event of Default has occurred and is continuing or if continuing, Borrowers shall only be obligated to reimburse Agent for two (2) Field Reviews during any audit reveals any material discrepancy, in Lender’s reasonable judgment, in the financial information provided by Borrowercalendar year. All audits, inspections and reports shall be made for the sole benefit of Lender. Neither Lender nor Lender’s auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reports. Borrower will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any of the provisions of the Loan Documents. Neither Lender nor any other of Lender’s inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements or any Construction. Borrower shall cooperate, from time to time, with Lender and use reasonable efforts to assist Lender in obtaining an appraisal of the Mortgaged Property. Such cooperation and assistance from Borrower shall include reasonable access to the Mortgaged Property and books and records pertaining to the Mortgaged Property for Lender and its appraiser. The appraiser performing any such appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, provided, however, Borrower shall pay the fees of such appraiser in connection with one appraisal of the Mortgaged Property during the term of the Loan and any such appraisal when conducted following Upon the occurrence and during the continuation continuance of an Event of Default, representatives of each Lender will be permitted to accompany representatives of Agent during each Field Review at the expense of Borrowers. Borrower shall cooperate with Lender Borrowers agree to pay all fees and expenses of the firm or individual(s) engaged by Agent to perform audits of Borrowers’ assets and/or operations (to the extent relating to Borrowers’ Financial Statements or Collateral). Notwithstanding the foregoing, if Agent uses its internal auditors to perform any such audit, Borrowers agree to pay to Agent, for its own account, an audit fee with respect to each such audit equal to $1,000 per internal auditor per day or any proceedings before any Governmental Authority which portion thereof together with all out of pocket expenses. In addition to Field Reviews, and the other items described above, upon the election of Agent, Agent may obtain, at Borrowers’ expense, an annual determination report (“Independent Determination Report”) by an independent third-party firm, that has reasonable industry or collateral experience, retained by Agent and satisfactory to Agent after consultation with Borrowing Agent, to confirm that the determination of Estimated Remaining Proceeds included in the Borrowing Base for the previous Fiscal Month is not unreasonable in any way affect material respect, which Independent Determination Report shall be in form reasonably satisfactory to Agent; provided, that, upon the rights occurrence and continuance of Lender under any an Event of the Loan Documents andDefault, in connection therewith, not prohibit LenderAgent shall be entitled to obtain, at its electionBorrowers’ expense, such Independent Determination Reports from participating in any time to time as frequently as requested by Agent. Agent shall provide Borrowing Agent the opportunity to review, comment and confer with the subject third-party firm on drafts of each Independent Determination Report and to discuss same with Agent prior to finalization of such proceedings.Independent

Inspection; Lender Meeting. Borrower shall, upon request from LenderLender and at reasonable times, permit (and cause to be permitted) Lender’s designated representatives to (a) visit, examine, audit, and inspect the Mortgaged Property, (b) examine, audit, inspect, copy, duplicate and abstract Borrower’s financial, accounting and other books and records, and (c) discuss Borrower’s and the Mortgaged Property’s affairs, finances and business with Borrower RepresentativeBorrower’s officers, representatives, independent public accountants and agents (including the Manager)agents. Lender acknowledges and agrees that any inspection or entry to the Mortgaged Property by Lender or Lender’s designated representatives shall be conducted (i) during Borrower’s normal business hours, (ii) in accordance with Borrower’s safety and security procedures then applicable to the Mortgaged Property in general and to the Secure Areas in particular that are, in each instance, in effect from time to time, (iii) at Borrower’s option, accompanied by an employee or representative of Borrower and/or Guarantor, (iv) in accordance with the confidentiality requirements of Section 11.12 and (v) in such a manner so as to minimize any disruption or interference with Borrower’s use or operation of the Mortgaged Property. Borrower shall cause its books and records to be maintained at Borrower’s principal offices located at c/o Lexicon Genetics IncorporatedAlexion Pharmaceuticals, 0000 Xxxxxxxxxx Xxxxxx XxxxxInc., Xxx Xxxxxxxxx000 Xxxxxxx Xxxxxx, Xxxxx 00000‑1160Xxxxxxx, XX 00000. Borrower will not change its principal offices or the location where its books and records are kept without giving at least thirty (30) days’ advance notice to Lender. Borrower shall pay Lender’s costs and expenses incurred in connection with such audit if an Event of Default has occurred and is continuing or if any audit reveals any material discrepancy, in Lender’s reasonable judgment, in the financial information provided by Borrower. All audits, inspections and reports shall be made for the sole benefit of Lender. Neither Lender nor Lender’s auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reports. Borrower will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any of the provisions of the Loan Documents. Neither Lender nor any other of Lender’s inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements, the Initial Project Improvements or any Construction. Borrower shall cooperate, from time to time, with Lender and use reasonable efforts to assist Lender in obtaining an appraisal of the Mortgaged Property. Such cooperation and assistance from Borrower shall include reasonable access to the Mortgaged Property and books and records pertaining to the Mortgaged Property for Lender and its appraiser. The appraiser performing any such appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, provided, however, Borrower shall pay the fees of such appraiser in connection with one appraisal of the Mortgaged Property during the term of the Loan and any such appraisal when conducted following the occurrence and during the continuation of an Event of Default. Borrower shall cooperate with Lender with respect to any proceedings before any Governmental Authority which may in any way affect the rights of Lender under any of the Loan Documents and, in connection therewith, not prohibit Lender, at its election, from participating in any such proceedings.

Inspection; Lender Meeting. Borrower Company shall, upon request from Lender, permit (and cause to be permitted) Lender’s designated representatives to (a) visit, examine, audit, photograph and inspect the Mortgaged Propertyeach Approved Project, (b) examine, audit, inspect, copy, duplicate and abstract BorrowerCompany’s financial, accounting and other books and records, and (c) discuss BorrowerCompany’s and the Mortgaged Propertyeach Project Borrower’s affairs, finances and business with Borrower RepresentativeCompany’s officers, senior management, representatives, independent public accountants and agents (including the Manager)agents. Lender acknowledges and agrees that any inspection or entry to the Mortgaged Property by Lender or Lender’s designated representatives shall be conducted (i) during Borrower’s normal business hours, (ii) in accordance with Borrower’s safety and security procedures then applicable to the Mortgaged Property in general and to the Secure Areas in particular that are, in each instance, in effect from time to time, (iii) at Borrower’s option, accompanied by an employee or representative of Borrower and/or Guarantor, (iv) in accordance with the confidentiality requirements of Section 11.12 and (v) in such a manner so as to minimize any disruption or interference with Borrower’s use or operation of the Mortgaged Property. Borrower Company shall cause its books and records to be maintained at BorrowerCompany’s principal offices located at c/o Lexicon Genetics Incorporated, 0000 Xxxxxxxxxx Xxxxxx Xxxxx, 2000 Xxxx Xxx Xxxxxxxxx, Xxxxx 00000‑11600000, Xxxxxxx, Xxxxx 00000. Borrower Company will not change its principal offices or the location where its books and records are kept without giving at least thirty (30) days’ advance notice to Lender. Borrower Company shall pay Lender’s costs and expenses incurred in connection with such audit if an Event of Default has occurred and is continuing or if any audit reveals any material discrepancy, in Lender’s reasonable judgment, in the financial information provided by BorrowerCompany. All audits, inspections and reports shall be made for the sole benefit of Lender. Neither Lender nor Lender’s auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reports. Borrower Company will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any of the provisions of the Loan Loans Documents. Neither Lender nor any other of Lender’s inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements or any Construction. Borrower shall cooperate, from time to time, with Lender and use reasonable efforts to assist Lender in obtaining an appraisal of the Mortgaged Property. Such cooperation and assistance from Borrower shall include reasonable access to the Mortgaged Property and books and records pertaining to the Mortgaged Property for Lender and its appraiser. The appraiser performing any such appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, provided, however, Borrower shall pay the fees of such appraiser in connection with one appraisal of the Mortgaged Property during the term of the Loan and any such appraisal when conducted following the occurrence and during the continuation of an Event of Default. Borrower Company shall cooperate with Lender with respect to any proceedings before any Governmental Authority which may in any way affect the rights of Lender under any of the Loan Documents and, in connection therewith, not prohibit Lender, at its election, from participating in any such proceedings.

Inspection; Lender Meeting. Borrower shall, at reasonable business hours and upon reasonable prior notice upon request from LenderLender and subject to the rights of tenants under applicable Leases, permit (and cause to be permitted) Lender’s designated representatives to (a) visit, examine, audit, and inspect the Mortgaged PropertyProperties, (b) examine, audit, inspect, copy, duplicate and abstract Borrower’s ’s, Holdco’s, Intervening Entities’ and Property Owners’ financial, accounting and other books and records, and (c) discuss Borrower’s, Property Owners’, Intervening Entities’, Holdco’s and the Mortgaged Property’s Properties’ affairs, finances and business with Borrower RepresentativeProperty Owners’, Intervening Entities’, Holdco’s and Borrower’s officers, senior management, representatives, independent public accountants and agents (including the Manager). Lender acknowledges and agrees that any inspection or entry to the Mortgaged Property by Lender or Lender’s designated representatives shall be conducted (i) during Borrower’s normal business hours, (ii) in accordance with Borrower’s safety and security procedures then applicable to the Mortgaged Property in general and to the Secure Areas in particular that are, in each instance, in effect from time to time, (iii) at Borrower’s option, accompanied by an employee or representative of Borrower and/or Guarantor, (iv) in accordance with the confidentiality requirements of Section 11.12 and (v) in such a manner so as to minimize any disruption or interference with Borrower’s use or operation of the Mortgaged Propertyagents. Borrower shall cause its books and records and the books and records of Property Owners and Intervening Entities to be maintained at Borrower’s the principal offices of such Persons located at c/o Lexicon Genetics Incorporated, 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx500 00xx Xxxxxx, Xxxxx 00000‑11600000, Xxxxxx, XX 00000. Borrower will not change (or permit Intervening Entities or Property Owners to change) its principal offices or the location where its books and records are kept without giving at least thirty (30) days’ advance notice to Lender. Borrower shall pay Lender’s reasonable, actual costs and expenses incurred in connection with such annual audit if an Event of Default has occurred and is continuing or if any audit reveals any material discrepancy, in Lender’s reasonable judgment, in the financial information provided by Borroweroccurred. All audits, inspections and reports shall be made for the sole benefit of Lender. Neither Lender nor Lender’s auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reports. Borrower will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any of the provisions of the Loan Loans Documents. Neither Lender nor any other of Lender’s inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements or any Construction. Borrower shall cooperate, from time to time, with Lender and use reasonable efforts to assist Lender in obtaining an appraisal of the Mortgaged PropertyProperties (or any one or more of them). Such cooperation and assistance from Borrower shall include reasonable access to the Mortgaged Property Properties (or any one or more of them) subject to the rights of tenants under applicable Leases and upon reasonable prior notice and books and records pertaining to the Mortgaged Property Properties (or any one or more of them) for Lender and its appraiser. The appraiser performing any such appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, provided, however, Borrower shall pay the fees of such appraiser in connection with one appraisal of the Mortgaged Property during the term of the Loan and any such appraisal when conducted following the occurrence and during the continuation of an Event of Default. Borrower shall cooperate with Lender with respect to any proceedings before any Governmental Authority which may in any way affect the rights of Lender under any of the Loan Documents and, in connection therewith, not prohibit Lender, at its election, from participating in any such proceedings.

Inspection; Lender Meeting. Borrower shall, upon request from LenderLender (such request not to be made more frequently than four (4) times per calendar year unless an Event of Default shall have occurred and is continuing), permit (and cause to be permitted) Lender’s designated representatives to (a) visit, examine, audit, photograph the exterior of and inspect the Mortgaged Property, (b) examine, audit, inspect, copy, duplicate and abstract Borrower’s financial, accounting and other books and records, and (c) discuss Borrower’s and the Mortgaged Property’s affairs, finances and business with Borrower RepresentativeBorrower’s officers, senior management, representatives, independent public accountants and agents (including the Manager). Lender acknowledges and agrees that any inspection or entry to the Mortgaged Property by Lender or Lender’s designated representatives shall be conducted (i) during Borrower’s normal business hours, (ii) in accordance with Borrower’s safety and security procedures then applicable to the Mortgaged Property in general and to the Secure Areas in particular that are, in each instance, in effect from time to time, (iii) at Borrower’s option, accompanied by an employee or representative of Borrower and/or Guarantor, (iv) in accordance with the confidentiality requirements of Section 11.12 and (v) in such a manner so as to minimize any disruption or interference with Borrower’s use or operation of the Mortgaged Property. Borrower shall cause its books and records to be maintained at Borrower’s principal offices located at c/o Lexicon Genetics Incorporated, 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000‑1160the Mortgaged Property or at any other reasonable location which Lender is notified. Borrower will not change its principal offices or the location where its books and records are kept without giving at least thirty (30) days’ advance notice to Lender. Borrower shall pay Lender’s costs and expenses incurred in connection with such audit if an Event of Default has occurred and is continuing or if any audit reveals any material discrepancy, in Lender’s reasonable judgment, in the financial information provided by Borrower. All audits, inspections and reports shall be made for the sole benefit of Lender. Neither Lender nor Lender’s auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reports. Borrower will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any of the provisions of the Loan Loans Documents. Neither Lender nor any other of Lender’s inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements or any Construction. Borrower shall cooperate, from time to time, with Lender and use reasonable efforts to assist Lender in obtaining an appraisal of the Mortgaged Property. Such cooperation and assistance from Borrower shall include reasonable access to the Mortgaged Property and books and records pertaining to the Mortgaged Property for Lender and its appraiser. The appraiser performing any such appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, appraisal provided, however, Borrower shall pay the fees of such appraiser in connection with one appraisal of the Mortgaged Property during the term of the Loan and any such appraisal when conducted following the occurrence and during the continuation of an Event of Default. Borrower shall cooperate with Lender with respect to any proceedings before any Governmental Authority which may in any way affect the rights of Lender under any of the Loan Documents and, in connection therewith, not prohibit Lender, at its election, from participating in any such proceedings.

Inspection; Lender Meeting. Borrower shall, upon request from Lender, permit (and cause to be permitted) Lender’s 's designated representatives to (a) visit, examine, audit, and inspect the Mortgaged Property, (b) examine, audit, inspect, copy, duplicate and abstract Borrower’s 's financial, accounting and other books and records, and (c) discuss Borrower’s 's and the Mortgaged Property’s 's affairs, finances and business with Borrower Representative’s 's officers, representatives, independent public accountants and agents (including the Manager). Lender acknowledges and agrees that any inspection or entry to the Mortgaged Property by Lender or Lender’s 's designated representatives shall be conducted (i) during Borrower’s 's normal business hours, (ii) in accordance with Borrower’s 's safety and security procedures then applicable to the Mortgaged Property in general and to the Secure Areas in particular that are, in each instance, in effect from time to time, (iii) at Borrower’s 's option, accompanied by an employee or representative of Borrower and/or Guarantor, (iv) in accordance with the confidentiality requirements of Section 11.12 and (v) in such a manner so as to minimize any disruption or interference with Borrower’s 's use or operation of the Mortgaged Property. Borrower shall cause its books and records to be maintained at Borrower’s 's principal offices located at c/o Lexicon Genetics Incorporated, 0000 Xxxxxxxxxx Xxxxxx Xxxxx8800 Technology Forest Place, Xxx XxxxxxxxxThe Woodlands, Xxxxx 00000‑1160Texas 77381-1160. Borrower will not change its principal offices or the location where chaxxx xxx xxxxxxxxx xxxxxxx xx xxx xxxxxxxx xxxre its books and records are kept without giving at least thirty (30) days’ ' advance notice to Lender. Borrower shall pay Lender’s 's costs and expenses incurred in connection with such audit if an Event of Default has occurred and is continuing or if any audit reveals any material discrepancy, in Lender’s 's reasonable judgment, in the financial information provided by Borrower. All audits, inspections and reports shall be made for the sole benefit of Lender. Neither Lender nor Lender’s 's auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reports. Borrower will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any of the provisions of the Loan Documents. Neither Lender nor any other of Lender’s 's inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements or any Construction. Borrower shall cooperate, from time to time, with Lender and use reasonable efforts to assist Lender in obtaining an appraisal of the Mortgaged Property. Such cooperation and assistance from Borrower shall include reasonable access to the Mortgaged Property and books and records pertaining to the Mortgaged Property for Lender and its appraiser. The appraiser performing any such appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, provided, however, Borrower shall pay the fees of such appraiser in connection with one appraisal of the Mortgaged Property during the term of the Loan and any such appraisal when conducted following the occurrence and during the continuation of an Event of Default. Borrower shall cooperate with Lender with respect to any proceedings before any Governmental Authority which may in any way affect the rights of Lender under any of the Loan Documents and, in connection therewith, not prohibit Lender, at its election, from participating in any such proceedings.

Inspection; Lender Meeting. Borrower shall, upon request from LenderLender (such request not to be made more frequently than four (4) times per calendar year unless an Event of Default shall have occurred and is continuing), permit (and cause to be permitted) Lender’s designated representatives to (a) visit, examine, audit, photograph the exterior of and inspect the Mortgaged Property, (b) examine, audit, inspect, copy, duplicate and abstract Borrower’s financial, accounting and other books and records, and (c) discuss Borrower’s and the Mortgaged Property’s affairs, finances and business with Borrower RepresentativeBorrower’s officers, senior management, representatives, independent public accountants and agents (including the Manager). Lender acknowledges and agrees that any inspection or entry to the Mortgaged Property by Lender or Lender’s designated representatives shall be conducted (i) during Borrower’s normal business hours, (ii) in accordance with Borrower’s safety and security procedures then applicable to the Mortgaged Property in general and to the Secure Areas in particular that are, in each instance, in effect from time to time, (iii) at Borrower’s option, accompanied by an employee or representative of Borrower and/or Guarantor, (iv) in accordance with the confidentiality requirements of Section 11.12 and (v) in such a manner so as to minimize any disruption or interference with Borrower’s use or operation of the Mortgaged Property. Borrower shall cause its books and records to be maintained at Borrower’s principal offices located at c/o Lexicon Genetics Incorporated, 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000‑1160the Mortgaged Property or at any other reasonable location of which Lender is notified. Borrower will not change its principal offices or the location where its books and records are kept without giving at least thirty (30) days’ advance notice to Lender. Borrower shall pay Lender’s costs and expenses incurred in connection with such audit if an Event of Default has occurred and is continuing or if any audit reveals any material discrepancy, in Lender’s reasonable judgment, in the financial information provided by Borrower. All audits, inspections and reports shall be made for the sole benefit of Lender. Neither Lender nor Lender’s auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reports. Borrower will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any of the provisions of the Loan Loans Documents. Neither Lender nor any other of Lender’s inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements or any Construction. Borrower shall cooperate, from time to time, with Lender and use reasonable efforts to assist Lender in obtaining an appraisal of the Mortgaged Property. Such cooperation and assistance from Borrower shall include reasonable access to the Mortgaged Property and books and records pertaining to the Mortgaged Property for Lender and its appraiser. The appraiser performing any such appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, appraisal provided, however, Borrower shall pay the fees of such appraiser in connection with one appraisal of the Mortgaged Property during the term of the Loan and any such appraisal when conducted following the occurrence and during the continuation of an Event of Default. Borrower shall cooperate with Lender with respect to any proceedings before any Governmental Authority which may in any way affect the rights of Lender under any of the Loan Documents and, in connection therewith, not prohibit Lender, at its election, from participating in any such proceedings.

Inspection; Lender Meeting. Borrower shall, upon request from Lender, permit (and cause to be permitted) Lender’s 's designated representatives to (a) visit, examine, audit, and inspect the Mortgaged Property, (b) examine, audit, inspect, copy, duplicate and abstract Borrower’s the financial, accounting and other books and recordsrecords of Borrower, and (cb) discuss Borrower’s and the Mortgaged Property’s affairs, finances and business of Borrower with Borrower Representative’s officers, senior management, representatives, independent public accountants and agents (including the Manager). Lender acknowledges and agrees that any inspection or entry to the Mortgaged Property by Lender or Lender’s designated representatives shall be conducted (i) during Borrower’s normal business hours, (ii) in accordance with Borrower’s safety and security procedures then applicable to the Mortgaged Property in general and to the Secure Areas in particular that are, in each instance, in effect from time to time, (iii) at Borrower’s option, accompanied by an employee or representative of Borrower and/or Guarantor, (iv) in accordance with the confidentiality requirements during regular business hours and upon reasonable prior notice if no continuing Event of Section 11.12 and (v) in such a manner so as to minimize any disruption or interference with Borrower’s use or operation of the Mortgaged PropertyDefault. Borrower shall cause its the books and records of Borrower to be maintained at Borrower’s principal offices located at c/o Lexicon Genetics IncorporatedCarnegie Hall Tower, 0000 Xxxxxxxxxx Xxxxxx Xxxxx152 W. 57th Street, Xxx Xxxxxxxxx56th Floor, Xxxxx 00000‑1160New York, New York 10019. Borrower will not change its principal offices or the location where its books and records xxxx xxx xxxxxx xxx xxxxxxxx xxxxx xxxx xxxxx xxx xxxxxxs are kept without giving at least thirty (30) days’ ' advance notice to Lender. Borrower shall pay Lender’s 's reasonable costs and expenses incurred in connection with such audit if an Event of Default has occurred and is continuing or if any audit reveals any material discrepancy, in Lender’s reasonable judgment, discrepancy in the financial information provided by Borrower. All such audits, inspections and reports shall be made for the sole benefit of Lender. Neither Lender nor Lender’s 's auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reportsreports other than in connection with such Person's gross negligence or willful misconduct. Borrower will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any of the provisions of the Loan Documents. Neither Lender nor any other of Lender’s inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements or any Construction. Borrower shall cooperate, from time to time, with Lender and use reasonable efforts to assist Lender in obtaining an appraisal of the Mortgaged Property. Such cooperation and assistance from Borrower shall include reasonable access to the Mortgaged Property and books and records pertaining to the Mortgaged Property for Lender and its appraiser. The appraiser performing any such appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, provided, however, Borrower shall pay the fees of such appraiser in connection with one appraisal of the Mortgaged Property during the term of the Loan and any such appraisal when conducted following the occurrence and during the continuation of an Event of Default. Borrower shall cooperate with Lender with respect to any proceedings before any Governmental Authority Actions which may in any way materially adversely affect the rights of Lender under any of the Loan Documents and, in connection therewith, not prohibit Lender, at its election, from participating in any such proceedingsActions.

Inspection; Lender Meeting. Borrower shall, upon request from Lender, permit (and cause to be permitted) Lender’s 's designated representatives to (a) visit, examine, audit, photograph and inspect the Mortgaged Propertyany Xxxxxxx Hotel, (b) examine, audit, inspect, copy, duplicate and abstract Borrower’s the financial, accounting and other books and recordsrecords of Borrower and each Project Owner relating to any Xxxxxxx Hotel, and (c) discuss Borrower’s and the Mortgaged Property’s affairs, finances and business of Borrower and each Project Owner with Borrower Representative’s officers, senior management, representatives, independent public accountants and agents (including the Manager). Lender acknowledges and agrees that any inspection or entry to the Mortgaged Property by Lender or Lender’s designated representatives shall be conducted (i) during Borrower’s normal business hours, (ii) in accordance with Borrower’s safety and security procedures then applicable to the Mortgaged Property in general and to the Secure Areas in particular that are, in each instance, in effect from time to time, (iii) at Borrower’s option, accompanied by an employee or representative of Borrower and/or Guarantor, (iv) in accordance with the confidentiality requirements of Section 11.12 and (v) in such a manner so as to minimize any disruption or interference with Borrower’s use or operation of the Mortgaged Propertyeach Project Owner. Borrower shall cause its the books and records of Borrower and each Project Owner to be maintained at Borrower’s principal offices located at c/o Lexicon Genetics IncorporatedXxxxxxxxxxx and Xxxxxxx, 0000 Xxxxxxxxxx Xxxxxx XxxxxInc. in Cincinnati, Xxx Xxxxxxxxx, Xxxxx 00000‑1160Ohio. Borrower will not change its principal offices or the location where its such books and records are kept without giving at least thirty (30) days’ ' advance notice to Lender. Borrower shall pay Lender’s 's costs and expenses incurred in connection with such audit if an Event of Default has occurred and is continuing or if any audit reveals any material discrepancy, in Lender’s reasonable judgment, discrepancy in the financial information provided by Borrower. All audits, inspections and reports shall be made for the sole benefit of Lender. Neither Lender nor Lender’s 's auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reports. Borrower will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any of the provisions of the Loan Documents. Neither Lender nor any other of Lender’s 's inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements or any ConstructionImprovements. Borrower shall cooperate, from time to time, with Lender and use reasonable efforts to assist Lender in obtaining an appraisal Appraisal of the Mortgaged Propertyany Xxxxxxx Hotels. Such cooperation and assistance from Borrower shall include reasonable access to the Mortgaged Property each Xxxxxxx Hotel and books and records pertaining to the Mortgaged Property each Xxxxxxx Hotel for Lender and its appraiser. The appraiser performing any such appraisal Appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, Appraisal performed under the provisions of this Section; provided, however, that Borrower shall pay the fees of such appraiser in connection with one appraisal Appraisal of the Mortgaged Property Xxxxxxx Hotels during the term of the Loan and any such appraisal Appraisal when conducted following the occurrence and during the continuation of an Event of Default. Borrower shall cooperate with Lender with respect to any proceedings before any Governmental Authority Actions which may in any way affect the rights of Lender under any of the Loan Documents and, in connection therewith, not prohibit Lender, at its election, from participating in any such proceedingsActions.

Inspection; Lender Meeting. Borrower shall, upon reasonable request from Lender, permit (and cause to be permitted) Lender’s designated representatives to (a) visit, examine, audit, and inspect the Mortgaged Property, (b) examine, audit, inspect, copy, duplicate and abstract Borrower’s financial, accounting and other books and records, (c) copy and duplicate any books and records of Borrower pertaining to the Mortgaged Property and (cd) discuss Borrower’s and the Mortgaged Property’s affairs, finances and business with Borrower RepresentativeBorrower’s officers, senior management, representatives, independent public accountants and agents (including the Manager). Lender acknowledges and agrees that any inspection or entry to the Mortgaged Property by Lender or Lender’s designated representatives shall be conducted (i) during Borrower’s normal business hours, (ii) in accordance with Borrower’s safety and security procedures then applicable to the Mortgaged Property in general and to the Secure Areas in particular that are, in each instance, in effect from time to time, (iii) at Borrower’s option, accompanied by an employee or representative of Borrower and/or Guarantor, (iv) in accordance with the confidentiality requirements of Section 11.12 and (v) in such a manner so as to minimize any disruption or interference with Borrower’s use or operation of property manager for the Mortgaged Property, or portion thereof). Borrower shall cause its books and records to be maintained at Borrower’s principal offices located at c/o Lexicon Genetics Incorporated000 Xxxxx Xxxxxxx Xxxx, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000‑116000000. Borrower will not change its principal offices or the location where its books and records are kept without giving at least thirty (30) days’ advance notice to Lender. Borrower shall pay Lender’s costs and expenses incurred in connection with such audit if an Event of Default has occurred and is continuing at the time of the commencement of the audit or if any audit reveals any material discrepancydiscrepancy of five percent (5%) or greater, in Lender’s reasonable judgment, in the financial information provided by Borrower. All audits, inspections and reports shall be made for the sole benefit of Lender. Neither Lender nor Lender’s auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reports. Borrower will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any of the provisions of the Loan Loans Documents. Neither Lender nor any other of Lender’s inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements or any Construction. Borrower shall cooperate, from time to time, with Lender and use reasonable efforts to assist Lender in obtaining an appraisal of the Mortgaged Property. Such cooperation and assistance from Borrower shall include reasonable access to the Mortgaged Property and books and records pertaining to the Mortgaged Property for Lender and its appraiser. The appraiser performing any such appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, appraisal provided, however, Borrower shall pay the fees of such appraiser in connection with one appraisal of the Mortgaged Property during the term of the Loan and any such appraisal when conducted following the occurrence and during the continuation of an Event of Default. Borrower shall cooperate with Lender with respect to any proceedings before any Governmental Authority which may in any way affect the rights of Lender under any of the Loan Documents and, in connection therewith, not prohibit Lender, at its election, from participating in any such proceedings.

Inspection; Lender Meeting. Borrower shall, upon request from Lenderand shall cause each of its Subsidiaries to, permit (and cause i) from time to time, which may be permittedquarterly (or more often if desired by Agent during the continuance of an Event of Default or Potential Event of Default) Lender’s unless Agent decides to the contrary, any authorized representatives designated representatives by any Lender to (a) visit, examineinspect and audit any of the properties of Borrower or any of its Subsidiaries, audit, including its and inspect the Mortgaged Property, (b) examine, audit, inspect, copy, duplicate their financial and abstract Borrower’s financial, accounting and other books and records, and (c) to make copies and take extracts therefrom, and to discuss Borrower’s its and the Mortgaged Property’s their affairs, finances and business accounts with Borrower Representative’s officers, representatives, its and their officers and independent public accountants (provided that representatives of Borrower may, if they so choose, be present at or participate in any such discussion), and agents (including ii) any authorized representatives designated by Agent to conduct at least two audits or appraisals of all Inventory, Accounts, machinery and equipment, Real Property Asset or Intellectual Property of Loan Parties during each twelve-month period after the ManagerClosing Date (exclusive of the audits and appraisals delivered on the Closing Date (collectively, the “Base Audit”). Lender acknowledges ), each such audit or appraisal to be substantially similar in scope and agrees that any inspection or entry substance to the Mortgaged Property by Lender or Lender’s designated representatives shall be conducted (i) Base Audit, all upon reasonable notice and at such reasonable times during Borrower’s normal business hours; provided, (ii) in accordance with Borrower’s safety and security procedures then applicable that, notwithstanding anything to the Mortgaged Property contrary in general this Agreement, the assets of any Domestic Subsidiary acquired by Borrower after the Effective Date shall not be included in the calculation of the Domestic Borrowing Base unless and until the first such audit or appraisal has occurred with respect to such Domestic Subsidiary and is satisfactory to Agent. Without in any way limiting the Secure Areas foregoing, Borrower will, upon the request of Agent or Requisite Lenders, participate in particular that are, in a meeting of Agent and Lenders once during each instance, in effect from time Fiscal Year to time, (iii) be held at Borrower’s option, accompanied corporate offices (or such other location as may be agreed to by an employee or representative of Borrower and/or Guarantor, (ivand Agent) in accordance with the confidentiality requirements of Section 11.12 at such time as may be agreed to by Borrower and (v) in such a manner so as to minimize any disruption or interference with Borrower’s use or operation of the Mortgaged Property. Borrower shall cause its books and records to be maintained at Borrower’s principal offices located at c/o Lexicon Genetics Incorporated, 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000‑1160. Borrower will not change its principal offices or the location where its books and records are kept without giving at least thirty (30) days’ advance notice to Lender. Borrower shall pay Lender’s costs and expenses incurred in connection with such audit if an Event of Default has occurred and is continuing or if any audit reveals any material discrepancy, in Lender’s reasonable judgment, in the financial information provided by Borrower. All audits, inspections and reports shall be made for the sole benefit of Lender. Neither Lender nor Lender’s auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reports. Borrower will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any of the provisions of the Loan Documents. Neither Lender nor any other of Lender’s inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements or any Construction. Borrower shall cooperate, from time to time, with Lender and use reasonable efforts to assist Lender in obtaining an appraisal of the Mortgaged Property. Such cooperation and assistance from Borrower shall include reasonable access to the Mortgaged Property and books and records pertaining to the Mortgaged Property for Lender and its appraiser. The appraiser performing any such appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, provided, however, Borrower shall pay the fees of such appraiser in connection with one appraisal of the Mortgaged Property during the term of the Loan and any such appraisal when conducted following the occurrence and during the continuation of an Event of Default. Borrower shall cooperate with Lender with respect to any proceedings before any Governmental Authority which may in any way affect the rights of Lender under any of the Loan Documents and, in connection therewith, not prohibit Lender, at its election, from participating in any such proceedingsAgent.

Inspection; Lender Meeting. Borrower shall, at reasonable business hours and upon reasonable prior notice upon request from LenderLender and subject to the rights of tenants under applicable Leases, permit (and cause to be permitted) Lender’s designated representatives to (a) visit, examine, audit, and inspect the Mortgaged PropertyProperties, (b) examine, audit, inspect, copy, duplicate and abstract Borrower’s ’s, TRT Holdco’s, TRS Holdco’s, Intervening Entities’ and Property Owners’ financial, accounting and other books and records, and (c) discuss Borrower’s, Property Owners’, Intervening Entities’, TRT Holdco’s, TRS Holdco’s and the Mortgaged Property’s Properties’ affairs, finances and business with Borrower RepresentativeProperty Owners’, Intervening Entities’, TRT Holdco’s, TRS Holdco’s and Borrower’s officers, senior management, representatives, independent public accountants and agents (including the Manager). Lender acknowledges and agrees that any inspection or entry to the Mortgaged Property by Lender or Lender’s designated representatives shall be conducted (i) during Borrower’s normal business hours, (ii) in accordance with Borrower’s safety and security procedures then applicable to the Mortgaged Property in general and to the Secure Areas in particular that are, in each instance, in effect from time to time, (iii) at Borrower’s option, accompanied by an employee or representative of Borrower and/or Guarantor, (iv) in accordance with the confidentiality requirements of Section 11.12 and (v) in such a manner so as to minimize any disruption or interference with Borrower’s use or operation of the Mortgaged Propertyagents. Borrower shall cause its books and records and the books and records of Property Owners and Intervening Entities to be maintained at Borrower’s the principal offices of such Persons located at c/o Lexicon Genetics Incorporated, 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx500 00xx Xxxxxx, Xxxxx 00000‑11600000, Xxxxxx, XX 00000. Borrower will not change (or permit Intervening Entities or Property Owners to change) its principal offices or the location where its books and records are kept without giving at least thirty (30) days’ advance notice to Lender. Borrower shall pay Lender’s reasonable, actual costs and expenses incurred in connection with such annual audit if an Event of Default has occurred and is continuing or if any audit reveals any material discrepancy, in Lender’s reasonable judgment, in the financial information provided by Borroweroccurred. All audits, inspections and reports shall be made for the sole benefit of Lender. Neither Lender nor Lender’s auditors, inspectors, representatives, agents or contractors assumes any responsibility or liability (except to Lender) by reason of such audits, inspections or reports. Borrower will not rely upon any of such audits, inspections or reports. The performance of such audits, inspections and reports will not constitute a waiver of any of the provisions of the Loan Loans Documents. Neither Lender nor any other of Lender’s inspectors, representatives, agents or contractors, shall be responsible for any matters related to design or construction of the Improvements or any Construction. Borrower shall cooperate, from time to time, with Lender and use reasonable efforts to assist Lender in obtaining an appraisal of the Mortgaged PropertyProperties (or any one or more of them). Such cooperation and assistance from Borrower shall include reasonable access to the Mortgaged Property Properties (or any one or more of them) subject to the rights of tenants under applicable Leases and upon reasonable prior notice and books and records pertaining to the Mortgaged Property Properties (or any one or more of them) for Lender and its appraiser. The appraiser performing any such appraisal shall be engaged by Lender. Borrower shall not be responsible for the expenses of any such appraisal, provided, however, Borrower shall pay the fees of such appraiser in connection with one appraisal of the Mortgaged Property during the term of the Loan and any such appraisal when conducted following the occurrence and during the continuation of an Event of Default. Borrower shall cooperate with Lender with respect to any proceedings before any Governmental Authority which may in any way affect the rights of Lender under any of the Loan Documents and, in connection therewith, not prohibit Lender, at its election, from participating in any such proceedings.