Common use of Inspection Clause in Contracts

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.

Inspection. The Issuing Entity agrees thatBorrower will, on reasonable prior noticeand will cause each of its Subsidiaries to, it will permit the Administrative Agent and any representative or each Lender, by its respective representatives and agents, to inspect any of the Indenture TrusteeProperty, during corporate books and financial records of the Issuing Entity’s normal business hoursBorrower and each of its Subsidiaries (each an “Inspection”), to examine all and make copies of the books of account, records, reports accounts and other papers financial records of the Issuing Entity, to make copies Borrower and extracts therefrom, to cause such books to be audited by Independent certified public accountantseach of its Subsidiaries, and to discuss the Issuing Entity’s affairs, finances and accounts with of the Issuing Entity’s officersBorrower and each of its Subsidiaries with, employees and Independent certified public accountantsto be advised as to the same by, all their respective officers at such reasonable times and intervals as often as the Administrative Agent or such Lender may designate; provided that, unless a Default or Event of Default has occurred and is continuing, (a) Inspections may only be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationmade by the Administrative Agent; provided, however, that any Lender may accompany the foregoing Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be construed entitled to prohibit: make more than two (2) Inspections in any twelve (12) month period. Prior to the occurrence of a Default or Event of Default, the Administrative Agent will use reasonable efforts to minimize any disruption to the business of the Borrower and its Subsidiaries. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicerconstitutes non-financial trade secrets, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by Law or any binding agreement with any third party or (iii) in the Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that the Borrower shall make available redacted versions of any and all information: (A) requested documents or, if required unable to do so by any applicable statuteconsistent with the preservation of such privilege, law, rule or regulation, (B) shall endeavor in good faith otherwise to any government agency or regulatory or self-regulatory body having or claiming authority disclose information responsive to regulate or oversee any aspects the requests of the Indenture Trustee’s business or that of its AffiliatesAdministrative Agent, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Lender or any officerof their respective representatives and agents, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, manner that the Indenture Trustee advises will protect such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsprivilege.

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, Trustee or the Backup Servicer during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited by Independent independent certified public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedinformation except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee or the Backup Servicer may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, however, that the foregoing shall not be construed to prohibit: prohibit (i) disclosure of any and all information that is or becomes publicly knownknown through no fault of the Indenture Trustee or the Backup Servicer, or information obtained by the Indenture Trustee or the Backup Servicer from sources other than the Issuing Entity or ServicerIssuer, (ii) disclosure of any and all information: information (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or the Backup Servicer or that of its Affiliatesaffiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee Trustee, the Backup Servicer or an Affiliate affiliate or any an officer, director, employee employer or shareholder thereof is subjecta party, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and herein approved in advance by the Issuing Entity Issuer or (E) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee or the Backup Servicer having a need to know the same; provided, that that, the Indenture Trustee or the Backup Servicer advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialdisclosed, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Inspection. The Issuing Entity agrees thatIssuer will, on reasonable prior noticeand will cause each of its Restricted Subsidiaries to, it will permit any authorized representative designated by the Required Purchasers to visit and inspect any of the Indenture Trustee, during properties of the Issuing Entity’s normal business hoursIssuer and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to examine all the books of accountinspect, copy and take extracts from its and their respective financial and accounting records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Issuing Entity’s officersIssuer (or any of its subsidiaries) may, employees and Independent certified public accountantsif it so chooses, be present at or participate in any such discussion) at the expense of the Issuer, all upon reasonable notice and at such reasonable times during normal business hours; provided that (a) only the Purchaser Representative on behalf of and at the direction of the Required Purchasers may exercise the rights of the Required Purchasers under this Section 5.06 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default, the Purchaser Representative shall not exercise such rights more often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationthan one time during any calendar year; provided, howeverfurther, that when an Event of Default exists, the Purchaser Representative (or any of its representatives or independent contractors) at the direction of the Required Purchasers may do any of the foregoing at the expense of the Issuer at any time during normal business hours and upon reasonable advance notice; provided, further, that notwithstanding anything to the contrary herein, neither the Issuer nor any Restricted Subsidiary shall not be construed required to prohibit: (i) disclosure disclose, permit the inspection, examination or making of any and all information that is copies of or becomes publicly knowntaking abstracts from, or information obtained by the Indenture Trustee from sources discuss any document, information, or other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: matter (A) if required to do so by that constitutes non-financial trade secrets or non-financial proprietary information of the Issuer and its subsidiaries and/or any applicable statute, law, rule or regulationof its customers and/or suppliers, (B) in respect of which disclosure to such Purchaser (or any government agency of their respective representatives or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects contractors) is prohibited by applicable Requirements of the Indenture Trustee’s business or that of its AffiliatesLaw, (C) pursuant that is subject to any subpoena, civil investigative demand attorney-client or similar demand privilege or request of any court, regulatory authority, arbitrator constitutes attorney work product or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in respect of which the Issuer or any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) Restricted Subsidiary owes confidentiality obligations to any Affiliate, independent or internal auditor, agent, employee or attorney third party (provided that such confidentiality obligations were not entered into in contemplation of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient requirements of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (Athis Section 5.06), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.

Inspection. (a) The Issuing Entity agrees thatBorrower shall permit, on shall cause each Borrower Party and the Affiliated Project Parties to permit, and shall use commercially reasonable prior efforts to cause the EPC Contractors to permit, in accordance with the terms of the applicable Transaction Documents, at the expense of the Borrower, representatives of the Administrative Agent, the Independent Engineer and during the continuance of an Event of Default, the Lenders, with reasonable advance notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hourshours and at such intervals as such Person shall reasonably request, to examine all visit and inspect the books of account, records, reports Project and other papers of to witness and verify the Issuing EntityCompletion Tests, to examine, copy and make copies extracts from its (and extracts therefromtheir) books and records relating to the Project, to cause such books to be audited by Independent certified public accountantsinspect its Properties, and to discuss its (and their) business and affairs related to the Issuing Entity’s affairsProject with its (and their) officers and engineers, finances all to the extent reasonably requested by the Administrative Agent, the Independent Engineer or, during the continuance of an Event of Default, the Lenders (as the case may be). The Borrower will, and accounts will cause each other Borrower Party to, authorize its auditors (whose fees and expenses shall be for the account of the Borrower) to communicate directly with the Issuing Entity’s officersofficers and designated representatives of the Administrative Agent and, employees if reasonably necessary, the Independent Engineer, in each case with reasonable cause at any reasonable time and Independent certified public accountantsupon prior written notice to the Borrower, all at regarding its accounts and operations; provided, that any written correspondence shall be made with a concurrent copy delivered to the Borrower Parties; and provided, further, that only two communications shall be made outside the presence of the Borrower in a given fiscal year (other than such reasonable times and as often as may be reasonably requested. communications made during the continuance of a Default or Event of Default). (b) The Indenture Trustee Borrower shall permit, and shall cause its representatives each other Borrower Party to hold in confidence all such information; providedpermit, howeverthe Administrative Agent, that the foregoing shall not be construed Independent Engineer and, to prohibit: the extent reasonably necessary, any other Independent Consultant to review (i) disclosure of any all Plans and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerSpecifications, (ii) disclosure of any quality control data and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialperformance test data, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized data relating to the Project or to the progress of construction as may be reasonably requested by the Issuing Entity Administrative Agent, the Independent Engineer or such other Independent Consultant. Further, the Servicer or (iv) disclosure Borrower shall permit, and shall cause each other Borrower Party to permit, the Administrative Agent, the Independent Engineer and, to the extent reasonably necessary, any other parties Independent Consultant to monitor, witness and review the Work. (c) The Borrower shall give timely notice of and permit, and shall cause each other Borrower Party, and use commercially reasonable efforts to cause the EPC Contractors, to give timely notice of and permit, the Administrative Agent, the Independent Engineer, and, to the transactions contemplated extent reasonably necessary, any other Independent Consultant to attend, (i) all Project construction progress review meetings held by any such Person or its agents or representatives and (ii) any and all Completion Tests or other performance tests of the Basic DocumentsProject or any component thereof (whether any such test is to be conducted on or off the Site).

Inspection. The Issuing Entity agrees thatRevolving Administrative Agent (by any of its officers, employees and agents), on reasonable prior notice, it will permit any representative behalf of the Indenture TrusteeSecured Parties, shall have the right upon prior notice to an executive officer of any Grantor, and at any reasonable times during the Issuing Entitysuch Grantor’s normal usual business hours, to examine all inspect the books of account, records, reports Collateral (including inspecting Vehicles and other papers conducting random samples of the Issuing EntityNet Book Value of the Used Vehicles), all records related thereto (and to make extracts or copies from such records), and the premises upon which any of the Collateral is located, to make copies discuss such Grantor’s affairs and extracts therefromfinances with any Person (other than Persons obligated on any Accounts (“Account Debtors”) except as expressly otherwise permitted in the Loan Documents) and to verify with any Person other than (except as expressly otherwise permitted in the Loan Documents) Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral and, if an Event of Default has occurred and is continuing, to cause discuss such books Grantor’s affairs and finances with such Grantor’s Account Debtors and to verify the amount, quality, value and condition of, or any other matter relating to, the Collateral with such Account Debtors. Upon or after the occurrence and during the continuation of an Event of Default, the Revolving Administrative Agent may at any time and from time to time employ and maintain on such Grantor’s premises a custodian selected by the Revolving Administrative Agent who shall have full authority to do all acts necessary to protect the Revolving Administrative Agent’s (for the benefit of the Secured Parties) interest. All expenses incurred by the Revolving Administrative Agent, on behalf of the Secured Parties, by reason of the employment of such custodian shall be audited paid by Independent certified public accountantssuch Grantor on demand from time to time and shall be added to the Secured Obligations secured by the Collateral, and any amounts not so paid on demand (in addition to discuss other rights and remedies resulting from such nonpayment) shall bear interest from the Issuing Entity’s affairs, finances and accounts with date of demand until paid in full at the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsDefault Rate.

Inspection. (a) The Issuing Entity Borrower agrees that, on with reasonable prior notice, it will permit permit, and cause each Subsidiary to permit, any representative representatives and consultants of the Indenture TrusteeLender Parties, during the Issuing Entity’s applicable Relevant Party's normal business hours, to examine on-site all the books of account, records, reports and other papers of the Issuing EntityRelevant Parties, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and the Borrower further agrees to discuss the Issuing Entity’s their affairs, finances and accounts with the Issuing Entity’s officers, employees and employees, Independent certified public accountantsaccountants and other consultants of such Lender Parties, all at such reasonable times and as often at the Borrower's expense; provided that except during the continuation of an Event of Default, such examinations may occur no more frequently than two times per calendar year. The Borrower shall promptly deliver copies of any Portfolio Documents as may be reasonably requested. requested by Administrative Agent from time to time. (b) The Indenture Trustee shall Borrower will permit, and shall cause its representatives each Subsidiary to hold permit, the Administrative Agent to conduct, in confidence all such informationeach case, at the sole cost and expense of the Borrower, field audits and examinations of the Projects, and appraisals of the Projects; provided, howeverthat, that the foregoing shall not be construed to prohibit: (i) disclosure such field audits and examinations and appraisals may be conducted not more than once per any twelve-month period (except, during the existence and continuance of any an Event of Default, there shall be no limit on the number of additional field audits and all information examinations and appraisals that is or becomes publicly known, or information obtained by shall be permitted at the Indenture Trustee from sources other than the Issuing Entity or Servicer, Borrowers’ expense) and (ii) disclosure except during the continuance of any an Event of Default, the Administrative Agent shall consult with the Borrower regarding the costs and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure expenses of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsfield audits and examinations and appraisals.

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture TrusteeTrustee and any representative of the Kansas Commission, during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited annually by Independent certified registered public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent certified registered public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and the Kansas Commission shall, and shall cause its representatives to to, hold in confidence all such information; provided, however, information except to the extent disclosure may be required by applicable law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the foregoing Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, the preceding sentence shall not be construed to prohibit: prohibit (ia) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerIssuer, provided such parties are rightfully in possession of such information, (iib) disclosure of any and all information: information (Ai) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (Cii) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, court or regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subjectauthority exercising its proper jurisdiction, (Diii) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to a copy of which has been filed with the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or SEC, (Eiv) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, provided that such parties agree to be bound by the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialconfidentiality provisions contained in this Section 3.20, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (Cv) so that the Issuing Entity may seek appropriate protective orders to any Rating Agency or restrictions on the disclosure of the information involved; (iiic) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Inspection. The Issuing Entity agrees thatLandlord may enter the Premises at all reasonable times (with reasonable advance notice except in case of emergency) (i) to inspect the same; (ii) to exhibit the same to prospective purchasers, on mortgagees or tenants; (iii) to conduct tests, inspections and surveys to determine whether Tenant is complying with all of its obligations hereunder; (iv) to post notices of nonresponsibility or other notices that may be permitted hereunder; (v) to post "to Lease" signs of reasonable prior notice, it will permit any representative size upon the Premises during the last ninety (90) days of the Indenture TrusteeTerm; and (vi) to make repairs required or permitted to be made by Landlord or repairs to any adjoining space or any utility systems or to make repairs, during the Issuing Entity’s normal business hours, alterations or additions to examine all the books of account, records, reports and any other papers portion of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationBuilding or Aquatic Park; provided, however, that all such work shall be done as promptly and with as little interference to Tenant as reasonably possible. Tenant hereby waives all claims against Landlord for any injury or inconvenience to or interference with ▇▇▇▇▇▇'s business or any loss of occupancy or quiet enjoyment of the foregoing Premises resulting from ▇▇▇▇▇▇▇▇'s entry into the Premises or any work performed therein by Landlord. Landlord shall not be construed at all times have a key to prohibit: all doors in and about the Premises (i) disclosure of excluding Tenant's vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall have the right to use any and all information that is or becomes publicly knownmeans which Landlord may deem proper in an emergency to obtain entry to the Premises. Tenant also shall provide Landlord with written notice of the name, or information obtained address, telephone number, and ▇▇▇▇▇▇'s account number of the burglar alarm company (if any) utilized by Tenant for the Indenture Trustee from sources other than Premises. Any entry to the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so Premises by any applicable statute, law, rule of said means or regulation, (B) to otherwise shall not under any government agency circumstances be deemed a forcible or regulatory unlawful entry into or self-regulatory body having or claiming authority to regulate or oversee any aspects a detainer of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee Premises or an Affiliate eviction (actual or any officer, director, employee or shareholder thereof is subject, (Dconstructive) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to of Tenant from the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsPremises.

Inspection. The Issuing Entity agrees thatAt all reasonable times and upon at least 15 days prior written notice to Lessee, on reasonable prior notice, it will permit any representative of the Owner Participant or the Indenture Trustee, during or their respective authorized representatives, may inspect the Issuing Entity’s normal business hours, to examine all Aircraft and inspect and make copies of the books and records of account, records, reports Lessee and other papers any Sublessee required to be maintained by the Federal Aviation Administration or the regulatory agency or body of another jurisdiction in which the Aircraft is then registered relating to the maintenance of the Issuing EntityAircraft (at Lessor's, the Owner Participant's or the Indenture Trustee's risk and expense, as the case may be) and shall keep any information or copies obtained thereby confidential and shall not disclose the same to make copies and extracts therefromany Person, except (A) to cause such books to be audited by Independent certified public accountantsthe Lessor, the Note Holders and to discuss prospective and permitted transferees of Lessor's, the Issuing Entity’s affairsOwner Participant's, finances the Note Holders' or the Indenture Trustee's interest (and accounts with such prospective and permitted transferee's counsel, independent insurance advisors or other agents) who agree to hold such information confidential, (B) to Lessor's, the Issuing Entity’s officersOwner Participant's, employees and Independent certified public accountantsthe Note Holders' or the Indenture Trustee's counsel, all at independent insurance advisors or other agents who agree to hold such reasonable times and as often information confidential, or (C) as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; required by any statute, court or administrative order or decree or governmental ruling or regulation, provided, however, that any and all disclosures permitted by clause (C) above shall be made only to the foregoing extent necessary to meet the specific requirements or needs of the Persons for whom such disclosures are hereby permitted. Any such inspection of the Aircraft shall be subject to Lessee's safety and security rules applicable to the location of the Aircraft, shall be a visual, walk-around inspection of the interior and exterior of the Aircraft and shall not include opening any panels, bays or the like without the express consent of Lessee (except in connection with a heavy maintenance visit when a panel, bay or the like is scheduled or required to be opened), which consent Lessee may in its sole discretion withhold; provided that no exercise of such inspection right shall interfere with the normal operation or maintenance of the Aircraft by, or the business of, Lessee (or any Sublessee). Upon receipt by Lessee of a written request from the Owner Participant specifying that the Owner Participant desires to have an authorized representative observe the next scheduled heavy maintenance visit to be performed on the Aircraft during the Term, Lessee shall cooperate with the Owner Participant to enable the Owner Participant's representative to observe such scheduled maintenance to be performed on the Aircraft during the Term; provided that the Owner Participant's authorized representative shall merely observe such scheduled heavy maintenance visit, shall not interfere with or extend in any manner the normal conduct or duration of the scheduled heavy maintenance visit, and shall not be construed entitled to prohibit: (i) disclosure direct any of any and all information that is or becomes publicly known, or information obtained by the work performed in connection with such scheduled heavy maintenance visit. Neither the Owner Participant nor the Indenture Trustee from sources other than shall have any duty to make any such inspection nor shall either of them incur any liability or obligation by reason of not making such inspection. Except during the Issuing Entity final six (6) months of the Term or Servicerduring the continuance of an Event of Default, (ii) disclosure all inspections by the Owner Participant and its authorized representatives or the Indenture Trustee and its authorized representatives provided for under this Section 12 shall, in regard to each of any the Owner Participant and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, be limited to one (C1) pursuant to any subpoena, civil investigative demand or similar demand or request inspection of any courtkind contemplated by this Section 12 during any calendar year. During the last three months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), regulatory authoritywith reasonable notice, arbitrator Lessee will cooperate and cause any Sublessee to cooperate, at Lessor's sole cost, in all reasonable respects with the efforts of Lessor to sell or arbitration lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to which inspect the Indenture Trustee Aircraft, any maintenance records relating to the Aircraft then required to be retained by the FAA or an Affiliate by the comparable government of registry of the Aircraft, all in accordance with the provisions set forth above; provided that any such cooperation shall not interfere with the normal operation or maintenance of the Aircraft by, or the business of, Lessee or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsSublessee.

Inspection. The Issuing Entity 7.1 Seller agrees thatthat Purchaser shall have until September 27, on reasonable prior notice, it will permit any representative of 2004 (the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, "INSPECTION PERIOD") in which to make copies all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof. In that regard Purchaser, personally or through its authorized agents or representatives, shall be entitled to enter upon the Land and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, Improvements at all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationtimes; provided, however, Purchaser shall give Seller not less than twenty-four (24) hours notice prior to the inspection if it desires to see the interior of any Improvements which are occupied by tenants in order to permit Seller to make appropriate arrangements for such inspection. Seller agrees to allow Purchaser personally, or through its duly authorized agents or representatives, to inspect and make copies of all books, records, operating statements, leases and such service contracts, franchise agreements and franchise materials, if any, construction contracts, employment agreements, assessments (special or otherwise), ad valorem and personal property tax bills and statements, utility bills, insurance policies, building permits, certificates of occupancy, notices or correspondence from governmental entities or tenants, and related items as are in Seller's possession or readily available, and Purchaser, or its authorized agents or representatives, shall have the right to make such investigations of the Land, the Improvements and aforesaid items as Purchaser deems necessary. Following the date of the expiration of the Inspection Period, Purchaser shall continue to have the right to enter upon the Property (after appropriate notice as set forth above) to conduct additional inspections, and in accordance with such continuing right of inspection, Purchaser shall have access to all books and records of the Property notwithstanding the fact that the foregoing Inspection Period (and rights of termination of this Agreement pursuant to such Inspection Period) may have expired. In the event that this transaction is not consummated, Purchaser shall not be construed return all such information and items to prohibit: Seller including all of the submission materials furnished by Seller to Purchaser pursuant to Article V of this Agreement, together with copies, without representation or warranty of any kind, of all third party reports obtained by Purchaser during the course of its inspection. Purchaser will indemnify, defend and hold Seller harmless from any and all loss, cost, expense, damage, liability, action or cause of action arising from (i) disclosure any physical property damage caused by Purchaser in the course of any and all information that is inspection, study or becomes publicly known, or information obtained investigation by the Indenture Trustee from sources other than the Issuing Entity or ServicerPurchaser, (ii) disclosure of any and all information: (A) if required injury to do so persons caused by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of Purchaser in the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure course of such information that it is required to make pursuant to the preceding clause (A)inspection, (B) study or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; investigation and (iii) any other disclosure authorized mechanics or materialmen's liens placed upon or against the Property or any portion thereof as a result of such inspection, study or investigation. The foregoing indemnification and hold harmless provision shall survive the termination of this Agreement. 7.2 If, within the Inspection Period, Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of the Land, the Improvements or any item examined by Purchaser pursuant to Sections 5.1 or 7.1, or for no reason at all, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller on or before the Issuing Entity expiration of the Inspection Period, and the ▇▇▇▇▇▇▇ Money, and all accrued interest thereon, shall be immediately returned to Purchaser, whereupon this Agreement shall automatically be rendered null and void and thereafter neither Seller nor Purchaser shall have any further obligation or the Servicer or (iv) disclosure liabilities to the other parties hereunder. Notwithstanding anything set forth herein to the transactions contemplated contrary, in the event that Purchaser does not affirmatively and unequivocally elect, by written notice to Seller thereof prior to the Basic expiration of the Inspection Period, to waive its right to terminate this Agreement pursuant to this Section 7.2, Purchaser shall be deemed to have terminated this Agreement pursuant to this Section 7.2 as of the expiration of the Inspection Period and the ▇▇▇▇▇▇▇ Money previously deposited by Purchaser with Escrow Agent shall be immediately returned by Escrow Agent to Purchaser, whereupon this Agreement shall automatically be terminated and thereafter neither Seller nor Purchaser shall have any further obligations or liabilities to the other hereunder except as otherwise provided herein. 7.3 Following the expiration of the Inspection Period, Purchaser may terminate this Agreement by written notice thereof to Seller if Lender advises Purchaser that Purchaser's assumption of the Existing Financing is not or will not be approved or if Purchaser reasonably determines that Purchaser and Lender will not agree upon the terms and provisions of the Assumption Documents. In the event that Purchaser terminates this Agreement pursuant to this Section 7.3 on or before October 20, 2004, then the ▇▇▇▇▇▇▇ Money shall be returned by Escrow Agent to Purchaser and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. In the event that Purchaser terminates this Agreement pursuant to this Section 7.3 following October 20, 2004 and on or before November 15, 2004, then, notwithstanding anything set forth herein to the contrary, twenty-five percent (25%) of the ▇▇▇▇▇▇▇ Money then on hand with Escrow Agent hereunder shall be delivered to Seller and seventy-five percent (75%) of the ▇▇▇▇▇▇▇ Money on hand with Escrow Agent hereunder shall be returned to Purchaser and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. In the event that Purchaser terminates this Agreement pursuant to this Section 7.3 following November 15, 2004 and on or before December 15, 2004, then, notwithstanding anything set forth herein to the contrary, fifty percent (50%) of the ▇▇▇▇▇▇▇ Money then on hand with Escrow Agent hereunder shall be delivered to Seller and fifty percent (50%) of the ▇▇▇▇▇▇▇ Money on hand with Escrow Agent hereunder shall be returned to Purchaser and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. In the event that Purchaser extends the Closing Date to January 17, 2005 as provided in Section 8.1 hereof, and Purchaser terminates this Agreement pursuant to this Section 7.3 following December 15, 2004 and on or before January 17, 2005, then, notwithstanding anything set forth herein to the contrary, seventy-five percent (75%) of the ▇▇▇▇▇▇▇ Money then on hand with Escrow Agent hereunder shall be delivered to Seller and twenty-five percent (25%) of the ▇▇▇▇▇▇▇ Money on hand with Escrow Agent hereunder shall be returned to Purchaser and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. In the event that Purchaser extends the Closing Date to February 15, 2005 as provided in Section 8.1hereof, and Purchaser terminates this Agreement pursuant to this Section 7.3 following January 17, 2005, then, notwithstanding anything set forth herein to the contrary, all of the ▇▇▇▇▇▇▇ Money then on hand with Escrow Agent hereunder shall be delivered to Seller and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder.

Inspection. The Issuing Entity agrees thatEach Credit Party shall, on reasonable prior noticeand shall cause each of its Restricted Subsidiaries to, it will permit representatives and independent contractors of Agent to visit and inspect any representative Properties of the Indenture Trustee, during the Issuing Entity’s normal business hoursany Credit Party, to examine all the books of accountits corporate, financial and operating records, reports and other papers of the Issuing Entity, to make copies and extracts thereof or abstracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s its affairs, finances and accounts with the Issuing Entity’s its directors, managers, officers, employees and Independent certified independent public accountants, all at the reasonable expense of the Credit Parties and at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that Agent shall not exercise such rights more often than one (1) time during any calendar year absent the existence and as often as may be reasonably requested. The Indenture Trustee shall and shall cause continuance of an Event of Default; provided further that when an Event of Default exists, Agent (or any of its representatives to hold in confidence all such information; provided, however, that or independent contractors) may do any of the foregoing at the expense of the Credit Parties at any time during normal business hours and without advance notice. Agent shall not give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants; provided further that any Lender and its representatives and independent contractors may attend such inspections with the Agent at such Lender’s own cost and expense. Notwithstanding anything to the contrary in this Section 4.9, none of the Borrower or any of its Restricted Subsidiaries will be construed required to prohibit: disclose or permit the inspection or discussion of, any document, information or other matter (i) disclosure of any and all information that is constitutes non-financial trade secrets or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicernon-financial proprietary information, (ii) in respect of which disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Agent or any officer, director, employee Lender (or shareholder thereof their respective representatives or contractors) is subject, (D) in prohibited by Requirements of Law or any preliminary legally binding confidentiality agreement or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by that is subject to attorney client or similar privilege or constitutes attorney work product; provided that, in each case, the Issuing Entity or the Servicer or (iv) disclosure Borrower shall advise Agent that information is being withheld and shall use its commercially reasonable efforts to obtain a waiver of such obligation and/or communicate, to the other parties to extent feasible, the transactions contemplated by applicable information in a way that would not violate the Basic Documentsapplicable obligation.

Inspection. The Issuing Entity agrees that(a) At all times during the term hereof, on reasonable the Servicer shall afford the Owner Trustee, the Note Insurer, and the Indenture Trustee and their authorized agents, upon three (3) Business Days' prior written notice, it reasonable access during normal business hours to the Servicer's records and files relating to the Receivables and the Trust Property and will permit cause its personnel to assist in any representative examination of such records by the Owner Trustee, the Note Insurer, or the Indenture Trustee. The examination referred to in this Section 2.21 will be conducted in a manner which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations. Without otherwise limiting the scope of the examination, the Owner Trustee, the Note Insurer, or the Indenture Trustee may, using generally accepted audit procedures, verify the status of each Receivable and review the Servicer Files and records relating thereto for conformity to monthly reports prepared pursuant to Section 2.02(c) and compliance with the standards represented to exist as to each Receivable in this Servicing Agreement. Nothing herein shall require the Owner Trustee, the Note Insurer, or the Indenture Trustee to conduct any inspection pursuant to this Section. (b) At all times during the Issuing Entity’s normal business hoursterm hereof, the Servicer shall keep available at its office located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (or such other location as to examine all which it shall give written notice to the books of accountIndenture Trustee), recordsfor inspection by the Owner Trustee, reports the Note Insurer, the Indenture Trustee and other papers Noteholders, a copy of the Issuing EntitySchedule of Receivables. (c) All information obtained by the Owner Trustee or the Indenture Trustee regarding the Obligors and the Receivables, whether upon exercise of its rights under this Section 2.21 or otherwise, shall be maintained by the Owner Trustee or the Indenture Trustee in confidence and shall not be disclosed to make copies and extracts therefromany other person, to cause such books to except as otherwise required by applicable law or regulation. (d) The Servicer will, at the Owner Trustee's or the Note Insurer's request, provide the Owner Trustee, the Indenture Trustee or the Note Insurer with a data extract disk of portfolio information. One disk per month will be audited by Independent certified public accountantsprovided without charge, and to discuss the Issuing Entity’s affairs, finances and accounts with Owner Trustee will pay the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationServicer $125.00 each for any subsequent disks; provided, however, that the foregoing such additional fee for subsequent disks shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) apply to any government agency or regulatory or self-regulatory body having or claiming authority disks provided to regulate or oversee any aspects of the Indenture Owner Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining the Note Insurer to correct information previously provided by the Servicer to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Owner Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsNote Insurer.

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine At all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives upon at least 15 days' prior written notice to hold in confidence all such information; providedLessee, howeverLessor, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is Owner Participant or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or their respective authorized representatives may (not more than once every calendar year (unless an Affiliate Event of Default has occurred and is continuing when such inspection right shall not be so limited)) inspect the Aircraft and inspect and make copies (at Lessor's, the Owner Participant's or the Indenture Trustee's expense, as the case may be) of the books and records of Lessee relating to the maintenance of the Aircraft; any such inspection of the Aircraft shall be limited to a visual, walk-around inspection and shall not include opening any panels, bays or the like without the express consent of Lessee; provided that no exercise of such inspection right shall interfere with the operation or maintenance of the Aircraft by, or the business of, Lessee (or any officerSublessee). Upon receipt by Lessee of a written request from the Owner Participant specifying that the Owner Participant desires to have an authorized representative observe the next scheduled major overhaul to be performed on the Aircraft, directorLessee shall cooperate with the Owner Participant to enable the Owner Participant's authorized representative to observe the next scheduled major overhaul to be performed on the Aircraft; provided that, employee unless an Event of Default has occurred and is continuing (when such observation right shall not be so limited), Lessee shall be required to so cooperate only to the extent necessary to enable the Owner Participant's authorized representative to observe (i) one scheduled major overhaul during each three year period of the Term and (ii) (notwithstanding the foregoing clause (i) but only if a major overhaul is scheduled during the last year of the Term) one scheduled major overhaul during the last year of the Term; provided, further that the Owner Participant's authorized representative shall merely observe such major overhaul, shall not interfere with or shareholder thereof is subject, (D) extend in any preliminary manner the conduct or final offering circularduration of the major overhaul and shall not be entitled to direct any of the work performed in connection with such overhaul. In addition and notwithstanding the foregoing, prospectusLessee agrees to (i) perform all of Owner Participant's obligations under Section 3(c) of the Residual Agreement or any comparable provision of any Successor Residual Agreement and (ii) fully cooperate with any inspections of the Aircraft and any books, registration statement record or contract logs related thereto, conducted by or other document pertaining to the transactions contemplated behalf of by the Indenture and approved in advance by Manufacturer under the Issuing Entity Residual Agreement or (E) any Person who is the counterparty to any AffiliateSuccessor Residual Agreement. None of Lessor, independent the Owner Participant or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of shall have any disclosure of such information that it is required duty to make pursuant to the preceding clause (A), (B) any such inspection nor shall any of them incur any liability or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure obligation by reason of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsnot making such inspection.

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will Borrowers shall permit any representative Agent and its representatives to make such verifications and inspections of the Indenture TrusteeCollateral and to make audits and inspections, at any time during the Issuing Entity’s normal business hourshours of such Borrower and as frequently as Agent reasonably desires upon reasonable advance notice to such Borrower, to examine all the books of accountBorrowers’ books, accounts, records, reports correspondence and such other papers as it may desire and of Borrowers’ premises and the Issuing Entity, to make Collateral. Borrowers shall supply Agent with copies and extracts therefrom, shall permit Agent to cause copy such books to be audited by Independent certified public accountantsrecords and papers as Agent shall request, and shall permit Agent to discuss the Issuing Entity’s Borrowers’ affairs, finances finances, and accounts with the Issuing Entity’s Borrowers’ employees, officers, employees and Independent certified independent public accountants, accountants (and by this provision each Borrower hereby authorizes said accountants to discuss with Agent the finances and affairs of such Borrower) all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee Borrowers further agree to supply Agent with such other reasonable information relating to the Collateral and to Borrowers as Agent shall request. In the event of litigation between any Borrower and Agent, Agent’s right of civil discovery shall cause be in addition to, and not in lieu of its representatives rights under this Section 9.2. Each Lender shall have the right, at its own expense, to hold accompany the Agent on any such audit or inspection. No Availability calculation shall include Collateral acquired in confidence a Permitted Acquisition or otherwise outside the ordinary course of business until completion of all such information; provided, however, that the foregoing applicable field examinations or audits and appraisals (which costs shall not be construed included in the limits provided above) satisfactory to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of Agent in its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsPermitted Discretion.

Inspection. The Issuing Entity agrees that(a) Each Loan Party will, on reasonable prior noticeand will cause each of its Subsidiaries to, it will permit Agent, any representative Lender, and each of the Indenture Trustee, during the Issuing Entity’s normal business hourstheir respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s officerssame by, its officers and employees and Independent certified public accountants(provided, all that an authorized representative of a Borrower shall be allowed to be present) at such reasonable times and intervals as often Agent or any Lender, as applicable, may designate and, so long as no Default or Event of Default has occurred and is continuing, with reasonable prior notice to Borrowers and during regular business hours, at Borrowers’ expense in accordance with the provisions of this Agreement, subject to the limitations set forth below in Section 5.7(c). (b) Each Loan Party will, and will cause each of its Subsidiaries to, permit Agent and each of its duly authorized representatives or agents to conduct field examinations, appraisals or valuations at such reasonable times and intervals as Agent may designate, at Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c). (c) So long as no Event of Default shall have occurred and be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedcontinuing during a calendar year, however, that the foregoing Borrowers shall not be construed obligated to prohibit: reimburse Agent for more than one field examinations in such calendar year (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) increasing to two field examinations if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises Increased Inspection Event has occurred during such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialcalendar year), and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of one inventory appraisals in such information that it is required calendar year (increasing to make pursuant to the preceding clause (Atwo inventory appraisals if an Increased Inspection Event has occurred during such calendar year), in each case, except for field examinations and appraisals conducted in connection with a proposed Permitted Acquisition (B) whether or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsnot consummated).

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture TrusteeTrustee and any representative of the Indiana Commission or Public Staff, during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited annually by Independent certified registered public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent certified registered public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee Trustee, the Indiana Commission and Public Staff shall hold and shall cause its representatives to hold in confidence all such information; provided, however, information except to the extent disclosure may be required by applicable law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the foregoing Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, the preceding sentence shall not be construed to prohibit: prohibit (ia) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerIssuer, provided such parties are rightfully in possession of such information, (iib) disclosure of any and all information: information (Ai) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (Cii) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, court or regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subjectauthority exercising its proper jurisdiction, (Diii) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to a copy of which has been filed with the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or SEC, (Eiv) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, provided that such parties agree to be bound by the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialconfidentiality provisions contained in this Section 3.20, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (Cv) so that the Issuing Entity may seek appropriate protective orders to any Rating Agency or restrictions on the disclosure of the information involved; (iiic) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Inspection. The Issuing Entity agrees that(a) Lessor, on Mortgagee or their respective authorized representatives (the "Inspecting Parties") may, upon reasonable prior noticenotice to Lessee, it will permit inspect the Aircraft, Airframe and Engines (including, without limitation, the Aircraft Documents) and Lessee shall cooperate, and shall cause any representative Permitted Sublessee to cooperate, with the Inspecting Parties in connection with any such inspection (including, without limitation, permitting any such Inspecting Party to make copies of such Aircraft Documents not reasonably deemed confidential by Lessee or such Permitted Sublessee). (b) Except during the continuance of any Lease Event of Default while the Section 1110 Period shall not be in effect, any inspection of the Indenture TrusteeAircraft hereunder shall be limited to a visual, walk-around inspection and shall not include the opening of any panels, bays or other components of the Aircraft, Airframe or Engines. Any inspection permitted hereunder, including any inspection conducted during the continuance of a Lease Event of Default, shall be conducted in a manner which does not interfere with Lessee's or a Permitted Sublessee's operation, use and maintenance of such Aircraft, which determination of interference shall be made by Lessee in its reasonable sole discretion. (c) With respect to such rights of inspection, neither Lessor nor Mortgagee shall have any duty or liability to make, or any duty or liability by reason of not making, any such visit, inspection or survey. (d) Each Inspecting Party shall bear its own expenses in connection with any such inspection (including the cost of any copies made in accordance with Section 12(a)); PROVIDED, that if a Lease Event of Default shall have occurred and be continuing, Lessee shall bear all such reasonable expenses, except, in the case of a Chapter 11 reorganization, during the Issuing Entity’s normal business hoursSection 1110 Period. (e) If requested by Lessor, Lessee shall promptly advise, or shall cause any Permitted Sublessee to examine all the books of accountadvise, records, reports and other papers Lessor of the Issuing Entitydate upon which the Aircraft, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsAirframe or any Engine undergoes its next scheduled maintenance visit or next major check, and with respect to discuss any Engine, the Issuing Entity’s affairsnext off-the-wing maintenance, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects advise Lessor of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture name and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney location of the Indenture Trustee having a need relevant maintenance performer. Lessor shall have the opportunity to know the same; providedattend such scheduled maintenance visit or major check, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure subject to the other parties to the transactions contemplated by the Basic Documentsprovisions of this Section 12.

Inspection. The Issuing Entity agrees that(a) Each Loan Party will, on reasonable prior noticeand will cause each of its Subsidiaries to, it will permit Agent, any representative Lender, and each of the Indenture Trustee, during the Issuing Entity’s normal business hourstheir respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s officerssame by, its officers and employees and Independent certified public accountants(provided, all that an authorized representative of a Borrower shall be allowed to be present) at such reasonable times and intervals as often Agent or any Lender, as applicable, may be reasonably requesteddesignate and, so long as no Event of Default has occurred and is continuing, with reasonable prior notice to Borrowers and during regular business hours, at Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c). (b) Each Loan Party will, and will cause each of its Subsidiaries to, permit Agent and each of its duly authorized representatives or agents to conduct field examinations, appraisals or valuations at such reasonable times and intervals as Agent may designate, at Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c). The Indenture Trustee shall So long as no Default or Event of Default has occurred and shall cause its representatives is continuing, Agent agrees to hold in confidence all provide Borrowers with a copy of the report for any such information; provided, however, that the foregoing shall not be construed to prohibit: valuation upon request by Borrowers so long as (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicersuch report exists, (ii) disclosure of any and all information: (A) if required the third person employed by Agent to do so by any applicable statute, law, rule or regulation, (B) perform such valuation consents to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialdisclosure, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any Borrowers execute and deliver to Agent a non-reliance letter reasonably satisfactory to Agent. (c) So long as no Event of Default shall have occurred and be continuing during a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one field examination and one appraisal of each Real Property subject to a first priority perfected Lien in favor of Agent in such calendar year (increasing to two field examinations if an Increased Reporting Event has occurred during such calendar year), in each case, except for field examinations conducted in connection with a proposed Permitted Acquisition, whether or not consummated. Borrowers shall only be obligated to reimburse Agent for other disclosure authorized by appraisals of Real Property and valuations of other assets during the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentscontinuance of an Event of Default.

Inspection. ‌ (a) The Issuing Entity agrees thatAESO and its Representatives shall, on reasonable at all times upon two (2) Business Days' prior notice, it will permit at any representative of time after the Indenture TrusteeContract Date, during have access to the Issuing Entity’s normal business hours, to examine all the books of account, records, reports Facility and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsevery part thereof, and to discuss all relevant records during regular business hours and the Issuing Entity’s affairsGenerator shall, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives all personnel operating and managing the Facility, to hold furnish the AESO with all reasonable assistance in confidence all such information; provided, however, that inspecting the foregoing shall not Facility (including the right to be construed to prohibit: (i) disclosure provided with copies of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure written records and downloads of any and all information: electronic records as reasonably required) for the purpose of ascertaining compliance with this Agreement; provided that such access and assistance shall be carried out in accordance with and subject to the reasonable safety and security requirements of the Generator and all personnel operating and managing the Facility, as applicable, and shall not interfere with the operation of the Facility. The Generator shall ensure that any confidentiality agreements or arrangements between it and any third party (Aincluding any Subcontractor or other supplier of goods or services to the Generator) if required shall not have the effect of preventing, impairing or delaying any disclosure or access to do so or by the AESO or any of its representatives as contemplated in this Section 9.2. (b) For purposes of any such inspection referenced in Section 9.2(a), the AESO may at all reasonable times perform any measurement, test or investigation it deems necessary to determine compliance with this Agreement. Generator shall obtain from all Subcontractors, third parties or manufacturers any permission or consent which is necessary to enable the AESO's representatives to perform such measurement, test or investigation. Generator shall provide reasonable cooperation (but without obligation to incur material expense) to facilitate any such measurements, tests or other investigations. The AESO shall conduct all such measurements, tests and investigations in a manner that will not materially disturb, interfere with or disrupt the Project or the construction or operation of the Facility. (c) The inspection of the Facility by or on behalf of the AESO shall not relieve the Generator of any of its obligations to comply with the terms of this Agreement. No Generator Event of Default will be waived or be deemed to have been waived by any applicable statute, law, rule inspection by or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects on behalf of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to AESO. In no event will any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated inspection by the Indenture AESO hereunder be a representation that there has been or will be compliance with this Agreement and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsApplicable Laws.

Inspection. The Issuing Entity agrees that(a) Each Loan Party will, on reasonable prior noticeand will cause each of its Subsidiaries to, it will permit Agent, any representative Lender, and each of the Indenture Trustee, during the Issuing Entity’s normal business hourstheir respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s officerssame by, its officers and employees and Independent certified public accountants(provided, all that an authorized representative of a Borrower shall be allowed to be present) at such reasonable times and intervals as often Agent or any Lender, as applicable, may designate and, so long as no Default or Event of Default has occurred and is continuing, with reasonable prior notice to Borrowers and during regular business hours, at Borrowers’ expense, subject to the limitations set forth below in Section 5.7(c). (b) Each Loan Party will, and will cause each of its Subsidiaries to, permit Agent and each of its duly authorized representatives or agents to conduct field examinations, appraisals or valuations at such reasonable times and intervals as Agent may designate, at Borrowers’ expense, subject to the limitations set forth below in Section 5.7(c). (c) So long as no Event of Default shall have occurred and be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedcontinuing during a calendar year, however, that the foregoing Borrowers shall not be construed obligated to prohibit: reimburse Agent for more than (i) disclosure one (1) field examination in each calendar year (increasing to two (2) field examinations if at any time during such calendar year Excess Availability is less than 20.0% of any the Maximum Revolver Amount), and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of two (2) inventory appraisals in each calendar year (increasing to three (3) inventory appraisals if at any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects time during such calendar year Excess Availability is less than 20.0% of the Indenture Trustee’s business Maximum Revolver Amount), in each case except for field examinations and appraisals conducted in connection with a proposed Permitted Acquisition (whether or that of its Affiliatesnot consummated), (C) any field examinations and inventory appraisals conducted prior to the Closing Date and desktop inventory appraisals conducted during any Increased Inventory Period. Additional field examinations and inventory appraisals beyond those reimbursed pursuant to any subpoena, civil investigative demand or similar demand or this Agreement may be permitted at Agent’s reasonable request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsexpense.

Inspection. The Issuing Entity agrees thatBorrower shall, on reasonable prior noticeand shall cause Postal Realty REIT and each Material Subsidiary to, it will permit any representative of the Indenture TrusteeAdministrative Agent and, during the Issuing Entity’s existence of an Event of the Default, the Lenders, and their duly authorized representatives and agents during normal business hourshours and subject to the provisions of any applicable Leases to visit and inspect any of its Property, corporate books, and financial records, to examine all the and make copies of its books of account, records, reports accounts and other papers financial records (which shall be subject to the confidentiality requirements of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsSection 13.20 hereof), and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s same by, its officers, employees (in the presence of a Responsible Officer) and Independent certified independent public accountantsaccountants (and by this provision Postal Realty REIT hereby authorizes such accountants with Postal Realty REIT present to discuss with the Administrative Agent and, all during the existence of an Event of Default, the Lenders, the finances and affairs of Postal Realty REIT and its Subsidiaries) at such reasonable times and intervals as the Administrative Agent or any such Lender or L/C Issuer may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to Postal Realty REIT and no more often as may than once in any period of twelve (12) consecutive months. Notwithstanding anything to the contrary in this Section 8.6, neither the Borrower, Postal Realty REIT or any Material Subsidiary will be reasonably requested. The Indenture Trustee shall and shall cause its representatives required to hold in confidence all such information; provideddisclose or permit the inspection or discussion of, howeverany document, that the foregoing shall not be construed to prohibit: information or other matter (i) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) would be in breach of any and all information that is confidentiality obligations, fiduciary duty or becomes publicly known, law or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required that is subject to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand attorney client or similar demand privilege or request of any courtconstitutes attorney work product; provided that in the event that such entity does not provide information in reliance on the exclusions in this sentence, regulatory authorityit shall use its commercially reasonable efforts to communicate, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by extent permitted, the Indenture and approved applicable information in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, way that the Indenture Trustee advises would not violate such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsrestrictions.

Inspection. The Issuing Entity agrees that, Sublessor may at all reasonable times on reasonable prior noticenotice inspect, it will permit or appoint an inspector (including Lender) on its behalf to inspect, the Aircraft or any representative part thereof, provided that if no Default or Event of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports Default has occurred and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing is continuing Sublessee shall not be construed obliged hereunder to prohibit: (i) disclosure of any and all information that is or becomes publicly knownpermit, or information obtained procure permission for, any such inspection that would result in an unreasonable disruption of the operation of the Aircraft or the operation of the business of Sublessee as an airline. Sublessee agrees to reimburse the out-of-pocket expenses of Sublessor incurred in making any such inspection when such inspection shows that the Aircraft is not materially in the condition required by the Indenture Trustee from sources other than terms of this Agreement, provided that Sublessee shall in all cases pay or reimburse Sublessor for the Issuing Entity costs of such inspection or Servicersurvey if Sublessor is required by law or change of law to make an inspection or survey. Sublessor shall have no duty to make any such inspection and shall not incur any liability or obligation by reason of not making any such inspection. Sublessee shall provide Sublessor with such information regarding the present and anticipated location and regarding the condition of the Aircraft as Sublessor may reasonably require. For the purposes mentioned in this Clause 12.10 and subject to the limitations herein contained, (ii) disclosure Sublessor and any inspector may gain access to the Aircraft, including the Aircraft Documents. Sublessee shall forthwith effect such repairs to the Aircraft as such inspection may reasonably show are required for the terms of any and all information: (A) this Agreement to be complied with, but if required it fails to do so after receipt of notice requiring it to do so from Sublessor, Sublessor may at the cost and expense of Sublessee, itself arrange for such repairs to be carried out. Sublessee shall on demand reimburse the costs and expenses incurred by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) Sublessor in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises effecting such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsrepairs.

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine At all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives upon at least 15 days' prior written notice to hold in confidence all such information; providedLessee, howeverLessor, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is Owner Participant or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or their respective authorized representatives may (not more than once every calendar year (unless an Affiliate Event of Default has occurred and is continuing when such inspection right shall not be so limited)) inspect the Aircraft and inspect and make copies (at Lessor's, the Owner Participant's or the Indenture Trustee's expense, as the case may be) of the books and records of Lessee relating to the maintenance of the Aircraft; any such inspection of the Aircraft shall be limited to a visual, walk-around inspection and shall not include opening any panels, bays or the like without the express consent of Lessee; provided that no exercise of such inspection right shall interfere with the operation or maintenance of the Aircraft by, or the business of, Lessee (or any officerSublessee). Upon receipt by Lessee of a written request from the Owner Participant specifying that the Owner Participant desires to have an authorized representative observe the next scheduled major overhaul to be performed on the Aircraft, directorLessee shall cooperate with the Owner Participant to enable the Owner Participant's authorized representative to observe the next scheduled major overhaul to be performed on the Aircraft; provided that Lessee shall be required to so cooperate only to the extent necessary to enable the Owner Participant's authorized representative to observe (i) one scheduled major overhaul during each three year period of the Term and (ii) (notwithstanding the foregoing clause (i) but only if a major overhaul is scheduled during the last year of the Term) one scheduled major overhaul during the last year of the Term; provided, employee further that the Owner Participant's authorized representative shall merely observe such major overhaul, shall not interfere with or shareholder thereof is subject, (D) extend in any preliminary manner the conduct or final offering circularduration of the major overhaul and shall not be entitled to direct any of the work performed in connection with such overhaul. None of Lessor, prospectus, registration statement the Owner Participant or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of shall have any disclosure of such information that it is required duty to make pursuant to the preceding clause (A), (B) any such inspection nor shall any of them incur any liability or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure obligation by reason of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsnot making such inspection.

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture TrusteeTrustee and any representative of the Kansas Commission or Public Staff, during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited annually by Independent certified registered public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent certified registered public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee Trustee, the Kansas Commission and Public Staff shall hold and shall cause its representatives to hold in confidence all such information; provided, however, information except to the extent disclosure may be required by applicable law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the foregoing Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, the preceding sentence shall not be construed to prohibit: prohibit (ia) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerIssuer, provided such parties are rightfully in possession of such information, (iib) disclosure of any and all information: information (Ai) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (Cii) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, court or regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subjectauthority exercising its proper jurisdiction, (Diii) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to a copy of which has been filed with the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or SEC, (Eiv) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, provided that such parties agree to be bound by the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialconfidentiality provisions contained in this Section 3.20, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (Cv) so that the Issuing Entity may seek appropriate protective orders to any Rating Agency or restrictions on the disclosure of the information involved; (iiic) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Inspection. The Issuing Entity agrees thatBorrower will furnish or cause to be furnished to the Administrative Agent from time to time such information with respect to the financial affairs of any Loan Party or any of their Subsidiaries and the Collateral as the Administrative Agent may reasonably request. The Borrower will, on during regular business hours and with reasonable prior written notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent Administrative Agent or its respective agents or representatives and/or certified public accountantsaccountants or other auditors acceptable to the Administrative Agent, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibitto: (i) disclosure examine and make copies of and abstracts from all books and records relating to the financial affairs of any and all information that is Loan Party or becomes publicly known, any of their Subsidiaries or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicerany Collateral, (iiii)(A) disclosure visit the offices and properties of any the Borrower for the purpose of examining such books and all information: (A) if required records and to do so by any applicable statuteverify materials, lawleases, rule or regulationnotes, inventory, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations and appraisals and (B) after the occurrence and during the continuance of an Event of Default, assertion of any Environmental Actions, or violation of Environmental Laws, with respect to any government agency Material Real Property, conduct Phase I ESAs (and, if reasonably requested by the Administrative Agent or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request Required Lenders based upon the results of any courtsuch Phase I ESA, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (BPhase II ESA) or (C) so examinations, provided that the Issuing Entity may seek appropriate protective orders or restrictions Phase I ESAs shall be delivered in connection with any Mortgage on the disclosure of the information involved; any Material Real Property as required under this Agreement, (iii) discuss matters relating to the Core Business or any Collateral or such Loan Party’s performance hereunder or under the other disclosure authorized by Loan Documents to which it is a party with any of the Issuing Entity officers, directors, employees or independent public accountants of the Servicer or Borrower, to the extent reasonably available, having knowledge of such matters and (iv) disclosure conduct a review of its books and records with respect to the other parties to the transactions contemplated by the Basic Documentsfinancial affairs of any Loan Party or any of their Subsidiaries or any Collateral (each inspection and audit described in clauses (i) though (iv) above, an “Inspection”).

Inspection. The Issuing Entity agrees thatAt reasonable times during the Term of this Sublease, on reasonable prior noticeSublessee shall provide to Sublessor and each Head Lessor and Owner such information concerning the location, it will permit any representative condition, use and operation of the Indenture TrusteeEquipment as they may reasonably request. Additionally, during Sublessee shall permit (a) Sublessor, each Owner and any of their authorized representatives at such Person's expense to visit and inspect any item of Equipment, its condition, use and operation and any records in Sublessee's possession maintained in connection therewith (except to the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers extent prohibited by applicable national security regulations of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsGovernment), and (b) Sublessor and any of its representatives to discuss the Issuing Entity’s affairs, finances and accounts of the Sublessee in relation to the performance of its obligations hereunder, with the Issuing Entity’s officersfinancial officers of the Sublessee; provided that such visits, employees inspections and Independent certified public accountants, all discussions do not interfere with the operations of the Sublessee and are scheduled at the reasonable request of the Sublessor and the Owner at times mutually convenient to such reasonable times Person and as often as may be reasonably requestedthe Sublessee. The Indenture Trustee Sublessee hereby agrees to make all reasonable efforts to arrange for such visits, inspections and discussions at times convenient for such Person. Neither the Sublessor or any Owner shall and have any duty to make any such inspection nor shall cause its representatives any of them incur any liability or obligation by reason of not making any such inspection nor waive or be deemed to hold in confidence all such information; provided, however, that the foregoing waive any rights hereunder or under any other Operative Agreement. Sublessor shall not be construed have any obligation to prohibit: (i) disclosure of any and all information that is third parties or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency Person to ensure that Sublessee maintains the Aircraft or regulatory causes the Aircraft to be maintained in an airworthy condition or self-regulatory body having or claiming authority to regulate or oversee any aspects of otherwise in accordance with the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsterms hereof.

Inspection. The Issuing Entity agrees thatAt all reasonable times so long as the Aircraft is subject to the Lien of this Agreement, on reasonable prior noticeMortgagee or its authorized representatives may at its own expense (unless an Event of Default shall have occurred and be continuing, it will permit or unless such inspection discloses any representative material failure by Mortgagor to comply with the provisions of this Agreement in which case, at Mortgagor's expense) and risk conduct a visual walk-around inspection of the Indenture TrusteeAircraft and any Engine (including, during the Issuing Entity’s normal business hourswithout limitation, to examine all the books of account, records, reports and other papers a visual walk-around inspection of the Issuing EntityAircraft during any "C" check or other heavy maintenance) and may inspect the books, to logs and records of Mortgagor (and make copies of such books, logs and extracts therefromrecords) relating to the operation and maintenance thereof; provided that (a) any such inspection shall be subject to the safety, to cause security and workplace rules applicable at the location where such books to be audited by Independent certified public accountantsinspection is conducted and any applicable governmental rules or regulations and (b) in the case of an inspection during a maintenance visit, and to discuss the Issuing Entity’s affairs, finances and accounts such inspection shall not interfere with the Issuing Entity’s officersnormal conduct of such maintenance visit or extend the time required for such maintenance visit or, employees in any event, at any time interfere with the use or operation of the Airframe or any Engine or with the normal conduct of Mortgagor's business. All information obtained in connection with any such inspection shall be held confidential by Mortgagee and Independent certified public accountants, all at such reasonable times the Holders and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed furnished or disclosed by them to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources anyone other than each other, their bank examiners, regulators, auditors, accountants, agents and legal counsel and any Person with whom any Holder is in good faith conducting negotiations relating to the Issuing Entity or Servicer, (ii) disclosure possible transfer and sale of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) such Holder's interest in any preliminary or final offering circularSecurity, prospectus, registration statement or contract or other document pertaining if such Person shall have entered into an agreement similar to the transactions contemplated by the Indenture and approved that contained in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises this Section 6.10 whereby such recipient of the confidential nature of the information being disclosed and such recipient Person agrees to keep hold such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity except as may be required by an order of any disclosure court or administrative agency or by any statute, rule, regulation or order of any governmental authority or as may be necessary to enforce the terms of this Agreement. Neither Mortgagee nor any Holder shall have any duty to make any such inspection or incur any liability or obligation by reason of not making any such inspection. No inspection under this Section 6.10 shall relieve Mortgagor of any of its obligations under this Agreement. If requested by Mortgagee, Mortgagor shall give reasonable prior written notice to Mortgagee of the date on which the Aircraft, Airframe or any Engine undergoes its next scheduled maintenance visit and next major check, and with respect to any Engine the next off-the-wing maintenance, and shall advise Mortgagee of the name and location of the relevant maintenance provider and shall, at least five days prior to commencement of such information that it is required to major check or maintenance, make pursuant available for inspection by Mortgagee all relevant records, logs and documents relating to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsAircraft.

Inspection. The Issuing Entity Upon reasonable request, the Issuer agrees that, on reasonable prior notice, that it will permit shall make available to any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursAdministrative Agent, to examine all the any Hedge Counterparty or any Series Enhancer and their duly authorized representatives, attorneys or accountants, for inspection and copying its books of account, records, records and reports relating to the Managed Containers and copies of all Leases or other papers documents relating thereto at the times and in accordance with the provisions of the Issuing EntityManagement Agreement. Each Noteholder, to make copies the Administrative Agent, each Series Enhancer, each Hedge Counterparty and extracts therefromthe Indenture Trustee agrees that it and its Affiliates and their respective shareholders, to cause directors, agents, representatives, accountants and attorneys shall keep confidential any matter of which any of them becomes aware through such books to be audited by Independent certified inspections or discussions (unless readily available from public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts sources that did not receive such information from such Person or otherwise in its possession from a source not having any confidentiality agreement with the Issuing Entity’s officersIssuer or the Manager with respect thereto), employees and Independent certified public accountants, all at such reasonable times and as often except as may be reasonably requested. The Indenture Trustee shall and shall cause otherwise required by regulation, law or court order or required by appropriate governmental authorities or as necessary to preserve or exercise its representatives rights or security under or to hold in confidence all such information; providedenforce the Transaction Documents, however, provided that the foregoing shall not be construed to prohibit: (i) disclosure limit the right of any and all information that is or becomes publicly knownNoteholder, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Series Enhancer or any officerHedge Counterparty, directoras the case may be, employee or shareholder thereof is subjectto make such information available to its regulators, (D) in any preliminary or final offering circularsecurities rating agencies, prospectus, registration statement or contract or other document pertaining and to the transactions contemplated by the Indenture reinsurers and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises credit and liquidity providers whom such recipient of party reasonably believes will respect the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that from whom such party has requested confidential treatment of such information. Any expense incident to the reasonable exercise by the Indenture Trustee promptly notifies Trustee, the Issuing Entity Administrative Agent, any Series Enhancer, any Hedge Counterparty or any Noteholder of any disclosure of such information that it is required to make pursuant to right under this Section (except for one annual inspection at the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure expense of the information involved; (iiiIssuer) any other disclosure authorized shall be borne by the Issuing Entity Person exercising such right unless an Early Amortization Event, Manager Default or the Servicer or (iv) disclosure to the other parties to the transactions contemplated Event of Default shall have occurred and then be continuing in which case such expenses shall be borne by the Basic DocumentsIssuer.

Inspection. (a) At all times during the term hereof, the Servicer shall afford the Owner Trustee and the Indenture Trustee and their respective authorized agents reasonable access during normal business hours to the Servicer’s or any subservicer’s records relating to the Loans and the Servicer’s performance or observance of the terms of this Agreement. The Issuing Entity agrees that, on reasonable prior notice, it Servicer and any subservicer will permit cause its personnel to assist in any representative examination of such records by the Owner Trustee or the Indenture Trustee, or such authorized agents, and allow copies of the same to be made. The examination referred to in this subsection 5.21(a) will be conducted in a manner that does not unreasonably interfere with the Servicer’s or subservicer’s normal operations or customer or employee relations. Without otherwise limiting the scope of the examination, the Owner Trustee or the Indenture Trustee may, using generally accepted audit procedures, verify the status of each Loan and review the Computer Records and other records relating thereto for conformity to Monthly Reports prepared pursuant to Article IX and compliance with the standards represented to exist as to each Loan in this Agreement. (b) At all times during the Issuing Entity’s normal business hoursterm hereof, to examine all the books of account, records, reports and other papers Servicer shall keep available a copy of the Issuing EntityList of Loans at its principal executive office for inspection by Securityholders and Swap Counterparties. (c) The Servicer shall, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such if given reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained notice by the Indenture Trustee from sources other than after the Issuing Entity or Servicer, (ii) disclosure end of any and all information: (A) if required to do so by any applicable statuteCollection Period, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which provide the Indenture Trustee or an Affiliate or with a copy of the Computer Record. (d) For so long as any officer, director, employee or shareholder thereof is subjectof the Notes are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act, (D1) in any preliminary the Servicer will provide or final offering circular, prospectus, registration statement or contract or other document pertaining cause to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) be provided to any Affiliateholder of such Notes and any prospective purchaser thereof designated by such holder, independent upon the request of such a holder or internal auditorprospective purchaser, agent, employee the information required to be provided to such holder or attorney prospective purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the Servicer shall update such information from time to time in order to prevent such information from becoming false and misleading and will take such other actions as are necessary to ensure that the safe harbor exemption from the registration requirements of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed Securities Act under Rule 144A is and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure will be available for resales of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.Notes conducted in accordance with Rule 144A.

Inspection. The Issuing Entity agrees that(a) Permit, on upon reasonable prior notice, it will permit any representative notice except if an Event of the Indenture TrusteeDefault has occurred and is continuing (which shall be at least ten (10) Business Days (or such shorter period agreed to by Borrower)), during the Issuing Entity’s normal regular business hourshours subject to reasonable scheduling accommodations for appropriate members of management and/or operations, Agent, any Lender, and each of their respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with, and to be advised as to the same by, its officers and employees (provided, that representatives of Borrower shall be allowed to be present), at Borrower’s expense in accordance with the Issuing Entityprovisions of the Fee Letter, subject to the limitations set forth below in Section 5.5(c). (b) Permit, upon reasonable prior notice except if an Event of Default has occurred and is continuing (which shall be at least ten (10) Business Days (or such shorter period agreed to by Borrower)), during regular business hours subject to reasonable scheduling accommodations for appropriate members of management and/or operations, Agent and each of its duly authorized representatives or agents to conduct field examinations, appraisals or valuations, at Borrower’s officersexpense in accordance with the provisions of the Fee Letter, employees subject to the limitations set forth below in Section 5.5(c). (c) So long as no Event of Default shall have occurred and Independent certified public accountantsbe continuing during a calendar year, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing Borrower shall not be construed obligated to prohibit: reimburse Agent for more than 1 field examinations in such calendar year (i) disclosure of any and all information that increasing to 2 field examinations if Excess Availability is equal to or becomes publicly known, or information obtained by the Indenture Trustee from sources other less than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects 20% of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to Maximum Revolver Amount at any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which time during the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialimmediately preceding 12 month period), and provided further1 inventory appraisal in such calendar year, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause in each case, except for field examinations and appraisals conducted in connection with a proposed Permitted Acquisition (Awhether or not consummated), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative Permit officers and designated representatives of the Indenture TrusteeAdministrative Agent, during the Issuing EntityCollateral Agent or one or more Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s normal business hourspossession to the extent that it is within such party’s control to permit such inspection, and to examine all the books of account, records, reports and other papers account of the Issuing Entity, to make copies Borrower and extracts therefrom, to cause any such books to be audited by Independent certified public accountants, Subsidiary and to discuss the Issuing Entity’s affairs, finances and accounts with of the Issuing Entity’s officersBorrower and of any such Subsidiary with, employees and Independent certified public be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing Administrative Agent, the Collateral Agent and the Lenders shall not be construed limited to prohibit: one such examination per calendar year, which shall be at the sole expense of the Credit Parties; provided further, however, (i) disclosure if an Event of Default has occurred and is continuing there shall be no limitation as to the number and frequency of such examinations at the sole expense of the Credit Parties and (ii) any and all information that is examinations made pursuant to clause (i) of this proviso shall not count against the number of examinations permitted under the first proviso of this sentence. Notwithstanding anything to the contrary in this Agreement, none of the Borrower nor any of its Subsidiaries will be required to disclose, permit the inspection, examination or becomes publicly knownmaking copies or abstracts of, or discussion of, any document, information obtained by the Indenture Trustee from sources or other than the Issuing Entity matter (i) that constitutes non-financial trade secrets or Servicernon-financial proprietary information, (ii) in respect of which disclosure of to the Administrative Agent or any and all information: Lender (Aor their respective representatives or contractors) if required to do so is prohibited by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate legal requirement or any officer, director, employee binding agreement or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity is subject to attorney-client or the Servicer similar privilege or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsconstitutes attorney work product.

Inspection. The Issuing Company shall permit, and shall cause each Business Unit Entity agrees thatto permit, on reasonable prior noticeeach Review Committee member, it will permit each Representative and their respective representatives to (a) visit and inspect the Assets comprising any representative Business Unit; (b) examine its books and records and make copies thereof or extracts therefrom to the extent that the same relate to the performance or non-performance of any of the Indenture Trusteeterms of this Agreement, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers any Business Unit or any of the Issuing Entity, to make copies Assets comprising any Business Unit; and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to (c) discuss the Issuing Entity’s its affairs, finances and accounts with its officers and independent accountants to the Issuing extent that the same relate to the performance or non-performance of any of the terms of this Agreement, any Business Unit or any of the Assets comprising any Business Unit (and by this provision the Company authorizes such accountants to discuss with such Persons, to such extent, the affairs, finances and accounts of the Company and any Business Unit Entity’s officers, employees and Independent certified public accountants), all at such reasonable times and as often as such Review Committee member or such Representative may be reasonably requestedrequest. The Indenture Trustee shall As an accommodation to the Company, the Representatives will endeavor to arrange their visits and shall cause its representatives inspections hereunder to hold in confidence all such informationcoincide with the regular meetings of the Review Committee contemplated by Section 6.01; provided, however, that the foregoing Representatives shall not be construed to prohibit: so obligated if they believe the Company may not be in compliance with any provision of this Agreement. All out-of-pocket expenses incurred by the Company, the Holder Members and the Independent Member in connection with such visits and inspections shall constitute Expenditures hereunder; provided, however, that (i) disclosure of in no event shall any and all information that is other cost or becomes publicly knownexpense, including any salary or information obtained other wages, incurred by the Indenture Trustee from sources other than Company or any Business Unit Entity in connection with discussions between any member of the Issuing Review Committee and any officers, directors or employees of the Company or any Business Unit Entity or Servicer, be deemed an Expenditure hereunder and (ii) disclosure if an Event of Default shall have occurred and be continuing, no costs or expenses in connection with any visit or inspection by a member of the Review Committee shall be deemed an Expenditure hereunder. All such visits and all information: inspections by a Representative shall be at the expense of the Holders; provided, however, that (A) if required in no event shall the Company or any Business Unit Entity be entitled to do so by reimbursement for any applicable statutecost or expense, lawincluding any salary or other wages, rule incurred in connection with discussions between any Representative and any officers, directors or regulationemployees of the Company or any Business Unit Entity, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects if an Event of Default shall have occurred and be continuing, all such visits and inspections shall be at the expense of the Indenture Trustee’s business or that of its Affiliates, Company and (C) pursuant to any subpoena, civil investigative demand no costs or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) expenses described in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause clauses (A), ) and (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsshall be deemed an Expenditure hereunder.

Inspection. The Issuing Entity agrees thatAt all reasonable times, on upon reasonable prior notice, it the Company will permit representatives designated by the Administrative Agent or by any representative Lender through the Administrative Agent to visit the offices of the Indenture Trustee, during the Issuing Entity’s normal business hoursCompany or each of its Subsidiaries, to examine all the books of accountand records thereof and Accountants’ reports relating thereto, records, reports and other papers of the Issuing Entity, to make copies and or extracts therefrom, to cause such books to be audited by Independent certified public accountantsdiscuss the affairs of the Company and its Subsidiaries with the respective officers thereof, and to examine and inspect the Property of the Company and its Subsidiaries and to meet and discuss the Issuing Entity’s affairs, finances affairs of the Company and accounts its Subsidiaries with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationAccountants; provided, however, provided that the foregoing shall not be construed to prohibit: (i) disclosure of such representatives shall be reasonably acceptable to the Company, shall agree to any and all information that is or becomes publicly known, or information obtained reasonable confidentiality obligations proposed by the Indenture Trustee from sources other than Company, and shall follow the Issuing Entity or Servicer, guidelines and procedures generally imposed upon like visitors to the Company’s and its Subsidiaries’ facilities and (ii) unless a Default shall have occurred and be continuing, each Lender shall be limited to one such visit and inspection in any fiscal year. Notwithstanding anything to the contrary in this Section 6.08, none of the Company or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (x) constitutes non-financial trade secrets, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by law or agreement or (z) in the Company’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that the Company shall make available redacted versions of any and all information: (A) requested documents or, if required unable to do so by any applicable statuteconsistent with the preservation of such privilege, law, rule or regulation, (B) shall endeavor in good faith otherwise to any government agency or regulatory or self-regulatory body having or claiming authority disclose information responsive to regulate or oversee any aspects the requests of the Indenture Trustee’s business or that of its AffiliatesAdministrative Agent, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Lender or any officerof their respective representatives and agents, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, manner that the Indenture Trustee advises will protect such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsprivilege.

Inspection. The Issuing Entity (a) Upon reasonable request, the Issuer agrees that, on reasonable prior notice, that it will permit shall make available to any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursAdministrative Agent, to examine all the any Hedge Counterparty or any Series Enhancer and their duly authorized representatives, attorneys or accountants, for inspection and copying its books of account, records, records and reports relating to the Managed Containers and copies of all Leases or other papers documents relating thereto at the times and in accordance with the provisions of the Issuing EntityManagement Agreement. Each Noteholder, to make copies the Administrative Agent, each Series Enhancer, each Hedge Counterparty and extracts therefromthe Indenture Trustee agrees that it and its Affiliates and their respective shareholders, to cause directors, agents, representatives, accountants and attorneys shall keep confidential any matter of which any of them becomes aware through such books to be audited by Independent certified inspections or discussions (unless readily available from public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts sources that did not receive such information from such Person or otherwise in its possession from a source not having any confidentiality agreement with the Issuing Entity’s officersIssuer or the Manager with respect thereto), employees and Independent certified public accountants, all at such reasonable times and as often except as may be reasonably requested. The Indenture Trustee shall and shall cause otherwise required by regulation, law or court order or required by appropriate governmental authorities or as necessary to preserve or exercise its representatives rights or security under or to hold in confidence all such information; providedenforce the Transaction Documents, however, provided that the foregoing shall not be construed to prohibit: (i) disclosure limit the right of any and all information that is or becomes publicly knownNoteholder, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Series Enhancer or any officerHedge Counterparty, directoras the case may be, employee or shareholder thereof is subjectto make such information available to its regulators, (D) in any preliminary or final offering circularsecurities rating agencies, prospectus, registration statement or contract or other document pertaining and to the transactions contemplated by the Indenture reinsurers and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises credit and liquidity providers whom such recipient of party reasonably believes will respect the confidential nature of such information and from whom such party has requested confidential treatment of such information. Any expense incident to the information being disclosed reasonable exercise by the Indenture Trustee, the Administrative Agent, any Series Enhancer, any Hedge Counterparty or any Noteholder of any right under this Section (except for one annual inspection at the expense of the Issuer) shall be borne by the Person exercising such right unless an Early Amortization Event, Manager Default or Event of Default shall have occurred and then be continuing in which case such recipient expenses shall be borne by the Issuer. (b) The Issuer also agrees to keep such information confidential, and provided further, that make available on a reasonable basis to the Indenture Trustee promptly notifies Trustee, Administrative Agent, each Series Enhancer and each Hedge Counterparty a Managing Officer for the Issuing Entity purpose of any disclosure of such information that it is required to make pursuant to answering reasonable questions respecting recent developments affecting the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Inspection. The Issuing Entity agrees thatAny Lessor Party and its authorized representatives may enter upon, on reasonable prior noticeinspect and examine, it will permit any representative at their own expense (unless an Event of Default exists, in which case such expense shall be for the Indenture Trusteeaccount of Lessee), during the Issuing Entity’s normal business hours, to examine all Facility and the books and records of accountLessee relative thereto, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to . Any Participant may discuss the Issuing Entity’s Lessee's affairs, finances and accounts with Lessee's officers. Owner Participant, any Loan Participant as of the Issuing Entity’s officersdate hereof or other Loan Participants holding individually or in the aggregate at least $5,000,000 in aggregate principal amount of the Loan Certificates, employees may request, specifying a reasonable basis for doing so, that the chief financial officer of Lessee arrange a meeting with Lessee's independent public accountants to discuss Lessee's affairs, finances and Independent certified accounts, and upon such request, such chief financial officer shall arrange for such meeting to take place promptly but in any event within 10 Business Days, provided that if the chief financial officer shall not arrange such a meeting, any such Participant or Participants may arrange such a meeting with Lessee's independent public accountants. Lessee authorizes such accountants to discuss with each of Owner Participant and any such Loan Participant and their authorized representatives the affairs, all finances and accounts of Lessee at such reasonable times meeting. Representatives of Lessee shall be afforded an opportunity to be present at any such meeting with Lessee's independent public accountants. Lessee shall furnish to each Lessor Party statements accurate in all material respects regarding the condition and state of repair of the Facility, as often as may be reasonably requested. The Indenture Trustee No Lessor Party shall have any duty to make any such inspection or inquiry and shall cause its representatives to hold in confidence all not incur any liability or obligation by reason of not making any such information; provided, however, that the foregoing inspection or inquiry. Each Lessor Party shall not be construed to prohibit: (i) disclosure of any and treat all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make received pursuant to the preceding clause (A), (B) or (C) so that terms of this Section 6.03 as required by the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure terms of Section 9.12 of the information involved; Participation Agreement. Notwithstanding the foregoing, no Loan Certificateholder (iiiother than an institutional investor) any other disclosure authorized by that is a direct or indirect competitor of Lessee shall have the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsrights set forth in this Section 6.03.

Inspection. The Issuing Entity agrees that(a) During the term of this Agreement, on the Purchaser and its agents may inspect the Seller’s books and records (including electronic records) related to the Contracts, including internal monitoring and compliance reports and such other reasonable prior noticeand readily available information relating to the Contracts that the Purchaser reasonably requests; provided, however, that the Seller shall not be obligated pursuant to this Section 7.5 to provide access to any information that it will permit reasonably and in good faith considers to be a trade secret or confidential information or the disclosure of which would adversely affect the attorney client privilege between the Seller and its counsel or which is prohibited by a Governmental Authority or by Applicable Law from being disclosed. Each such inspection (w) shall occur during regular business hours upon thirty (30) days notice if commercially reasonable to do so and in no event shall such notice be less than ten (10) Business Days, (x) if commercially reasonable, shall occur at the same time as any representative inspection pursuant to the Servicing Agreement, (y) shall require no more than a two (2) Business Days commitment of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports Seller and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, its employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee (z) shall and shall cause its representatives to hold in confidence all such informationnot unreasonably interfere with Seller’s business operations; provided, however, that the foregoing limitations set forth in clauses (w) through (z) shall not apply in the event that an inspection is required to address an event that would reasonably be expected to give rise to a Purchaser Termination Option except that the prior notice of one (1) Business Day by the Purchaser shall be required. The Purchaser and its representatives shall comply with all of the confidentiality and security requirements of this Agreement. The Purchaser shall not request an inspection more than one (1) time each calendar year, commencing with the calendar year ending on December 31, 2026; provided, however, that such limitation shall not apply in the event that the inspection is required to address an event that would reasonably be expected to give rise to a Purchaser Termination Option. All costs and expenses of any inspection shall be solely paid by the Purchaser; provided, however, that such limitation shall not apply in the event that an inspection is required to address an event that would give rise to a Purchaser Termination Option, in which event all costs and expenses of such inspection shall be the responsibility of the Seller. (b) During the term of this Agreement, the Purchaser may, or may hire an independent third party auditor (the “Auditor”) reasonably acceptable to the Seller to, review and audit (the “Audit”) the Seller’s performance of its obligations under this Agreement, with such Audit occurring in connection with an inspection under Section 7.5(a); provided, however, that any Audit requested in connection with a Purchaser Termination Option (a “Specified Audit”) shall occur within five (5) days prior written notice and require no more than five (5) Business Days commitment of the Seller or such longer period of time as may reasonably be required by the Auditor. The Auditor shall comply with confidentiality and security requirements of this Agreement and of the party subject to the Audit. With respect to a Specified Audit, all costs and expenses of such Audit and the related Auditors shall be paid by the Seller. Other than with respect to a Specified Audit, all costs and expenses of any Audit and Auditor shall be solely paid by the Purchaser. (c) Upon the notice by Purchaser of its intent to conduct an inspection or an Audit, the Seller shall promptly notify any other purchaser of Contracts and shall permit such other purchaser the opportunity to participate in the inspection or Audit to be conducted by the Purchaser. To the extent any other purchaser notifies the Seller of its intent to conduct an inspection or an Audit under the related purchase agreement, the Seller shall provide the Purchaser with advance written notice of the conduct of such inspection or Audit as promptly as practicable and shall permit the Purchaser to participate in such inspection or Audit. In the event any joint inspection is conducted, each of the Seller and the Purchaser acknowledges and agrees that any cost of conducting such an inspection or an Audit that is required to be paid by the Purchaser pursuant to Section 7.5 shall be shared among the Purchaser and the other purchasers participating in such joint inspection. (d) The Seller understands and acknowledges that the Purchaser or certain of the Purchaser’s Affiliates are subject to examination by Regulatory Authorities with authority over the Purchaser or the Purchaser’s Affiliates. The Seller agrees to reasonably cooperate with any legitimate examination or inquiry by any such Regulatory Authority having proper regulatory authority over the Purchaser or the Purchaser’s Affiliates, at the Purchaser’s sole cost and expense; provided, that, (i) the Seller shall not be construed required to prohibit: provide information or make available its or its Affiliates personnel in connection with any audit or examination pursuant to this Section 7.5(d) more than one (i1) disclosure of any and all information that is or becomes publicly knowntime each calendar year, or information obtained by commencing with the Indenture Trustee from sources other than the Issuing Entity or Servicercalendar year ending on December 31, 2026, (ii) disclosure of Purchaser and its Affiliates shall attempt to require any such audits or examinations to be conducted remotely, and all information: each on-site audit or examination (Aif required) if required to do so by any applicable statuteshall occur during regular business hours upon at least thirty (30) days prior written notice, law, rule or regulation, shall require no more than a two (B2) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects Business Day commitment of the Indenture TrusteeSeller and its employees and shall not unreasonably interfere with Seller’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential’ business operations, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) neither the Seller nor any other disclosure authorized of its Affiliates shall be required to share any information that any of them would be prohibited by the Issuing Entity Applicable Law from sharing or the Servicer constitute a trade secret or (iv) disclosure relate to the other parties to the transactions contemplated by the Basic Documentsconfidential business practices.

Inspection. The Issuing Entity agrees that(a) Permit Bank to inspect the Airframe and the Engines at all reasonable times wherever located; (b) upon the request of the Bank, on confirm, or cause to be confirmed, to the Bank the location of the Airframe and the Engines; (c) at any reasonable prior time, and upon reasonable notice, it will permit any representative of make the Indenture Trustee, during Airframe and the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsEngines, and all books and records pertaining to discuss the Issuing Entity’s affairsAirframe and the Engines, finances and accounts with available to the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationBank for inspection; provided, however, that the foregoing such inspection shall not be construed to prohibit: (i) disclosure of any interfere with the Borrower's normal operation and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects scheduling of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the sameAircraft; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that during the Indenture Trustee promptly notifies the Issuing Entity term of any disclosure lease permitted hereunder reasonable inspection rights will be provided notwithstanding the schedule operated by the lessee in the event such lessee's schedule would otherwise practically preclude inspections hereunder; provided, further, that following any notice to Borrower under Section 9.8 hereof with respect to Borrower's (or any lessee's) failure to perform a maintenance obligation of Borrower under Section 6.1(a) hereof until such information that it failure has been corrected to the extent required under Section 6.1(a) hereof, Bank shall have the right to inspect the Aircraft, upon twenty-four (24) hours' prior notice, at Borrower's (or such lessee's) place of business where the Aircraft is located, and any such inspection of the Aircraft or Engines shall include a "walk around", but shall not include the opening of any bays and panels unless a Default or Event of Default shall have occurred and be continuing, and in any case, shall not interfere with the operation or maintenance of the Aircraft; and (d) pay for the cost of Bank's inspection if Borrower shall not promptly commence any required to make repair discovered during Bank's inspection; in the case of any inspection by Bank pursuant to this Section 4.7, Bank shall indemnify and hold harmless Borrower from any claims, losses, damages, liabilities, actions or suits arising from the preceding clause (A), (B) death or (C) so that the Issuing Entity may seek appropriate protective orders personal injury of any person conducting an inspection on behalf of Bank or restrictions on the disclosure any of the information involved; (iii) any other disclosure Bank's authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsrepresentatives.

Inspection. (a) The Issuing Entity agrees that, on reasonable prior notice, it will Lessee shall permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursOwner Participant and the Grantor Trustee (and any authorized representatives thereof), at such Person's risk (including, without limitation, as to personal injury and death) and, unless there exists a continuing Lease Event of Default, expense, including, without limitation, the cost and expense for such Person's transportation to and from the Production System by helicopter (whether the Lessee's or any other Person's helicopter), and under conditions reasonably acceptable to the Lessee and subject to Section 11.5 hereof, to examine all visit and inspect the books of account, records, reports and other papers of the Issuing EntityProduction System, to make copies of and extracts therefrom, to cause such from the books to be audited by Independent certified public accountantsand records of the Lessee related thereto, and to discuss have access to officers and the Issuing Entity’s affairs, finances and accounts with independent public accountants of the Issuing Entity’s officers, employees and Independent certified public accountantsLessee, all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required unless there exists a continuing Lease Default described in Section 15(d) but only to do so by the extent such Lease Default relates to the maintenance of the Production System) or Section 15(g) of the Lease or a Lease Event of Default, the Indenture Trustee, the Owner Participant and the Grantor Trustee may not make more than one (1) such inspection in any applicable statute, law, rule or regulationcalendar year without the Lessee's prior written consent, (B) so long as the Operating Agreement is in effect, such inspection rights must be exercised subject to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects the provisions of the Indenture Trustee’s business or that Operating Agreement and under the supervision of its Affiliatesthe Operator, (C) the Lessee shall be liable for any losses caused by the gross negligence or willful misconduct of the Lessee in connection with any inspection pursuant to any subpoenathis Section 10.7 and (D) the Lessee will cooperate with the Grantor Trustee, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Owner Participant and the Indenture Trustee or to minimize the transportation cost associated with an Affiliate inspection conducted pursuant to this Section 10.7. The Lessee will make available for the Indenture Trustee, the Owner Participant and the Grantor Trustee (or any officerauthorized representatives thereof) for examination during any inspection pursuant to this Section 10.7, director, employee or shareholder thereof is subject, (D) any written reports in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining its possession relating to the transactions contemplated by the Indenture use, operation and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney maintenance of the Indenture Trustee having a need Production System, including reserve reports, subject to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required restrictions set forth in Section 11.5. (b) No Person entitled to make pursuant any inspection or inquiry referred to the preceding clause (A)in this Section 10.7 shall have any duty to make such inspection or inquiry, (B) or (C) so that the Issuing Entity may seek appropriate protective orders shall incur any liability or restrictions on the disclosure obligation by reason of the information involved; (iii) not making any other disclosure authorized by the Issuing Entity such inspection or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsinquiry.

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine At all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as upon at least fifteen (15) days prior written notice to Lessee, Lessor, or its authorized representative(s), may inspect the Aircraft and inspect and make copies of the books and records of Lessee (and any Permitted Sublessee) required to be reasonably requested. The Indenture Trustee maintained by the FAA or the regulatory agency or body of another jurisdiction in which the Aircraft is then registered and pursuant to which it is maintained relating to the maintenance of the Aircraft (at Lessor's risk and expense, unless an Event of Default has occurred and is continuing, in which case Lessee shall be responsible for the reasonable out-of-pocket cost of such inspection by any Lessor's representative(s), and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing keep any information or copies obtained thereby confidential and shall not be construed disclose the same to prohibit: (i) disclosure of any and all information that is or becomes publicly knownPerson, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: except (A) if required to do so by any applicable statuteLessor and to prospective and permitted transferees of Lessor's interest, lawwho agree to hold such information confidential or are otherwise under a legally enforceable duty of confidentiality (and such prospective and permitted transferee's counsel, rule independent insurance advisors or regulationother agents), (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its AffiliatesLessor's counsel, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract independent insurance advisors or other document pertaining agents who agree to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep hold such information confidentialconfidential or are otherwise under a legally enforceable duty of confidentiality, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so to banking and other regulatory or governmental supervisory personnel as may be required by any statute, court or administrative order or decree or governmental ruling or regulation; PROVIDED, HOWEVER, that any and all disclosures permitted by CLAUSE (C) above shall be made only to the Issuing Entity extent necessary to meet the specific requirements or needs of the Persons for whom such disclosures are hereby permitted. Any such inspection of the Aircraft shall be subject to safety and security rules of Lessee (and any Permitted Sublessee) applicable to the location of the Aircraft and, shall be limited to a visual, walk-around inspection and shall not include the opening any panels, bays or other components of the Aircraft (although those otherwise open may seek appropriate protective orders be inspected) without the express consent of Lessee, which consent Lessee may in its sole discretion withhold; PROVIDED that unless an Event of Default has occurred and is continuing, no exercise of such inspection right shall interfere with Lessee's or restrictions any Permitted Sublessee's maintenance and operation of the Aircraft, the Airframe and the Engines. Upon receipt by Lessee of a written request from Lessor specifying that Lessor desires to have authorized representative(s) observe the next scheduled heavy maintenance visit to be performed on the disclosure Aircraft during the Term, Lessee shall cooperate with Lessor to enable any such Lessor's representative(s) to observe such scheduled maintenance to be performed on the Aircraft during the Term; PROVIDED that any such Lessor's authorized representative(s) shall merely observe such scheduled heavy maintenance visit, shall not interfere with or extend in any manner the normal conduct or duration of the scheduled heavy maintenance visit, and shall not be entitled to direct any of the work performed in connection with such scheduled heavy maintenance visit. Upon Lessor's request made not more than two (2) times in a calendar year, Lessee will make available to Lessor, information involved; as to the status of the cycles and hours of operation of the Airframe and Engines and the status of the life-limited components of the Engines. Lessor shall not have any duty to make any such inspection nor shall either of them incur any liability or obligation by reason of not making such inspection. Except during the final six (iii6) months of the Term or during the continuance of an Event of Default under this Lease, all inspections by Lessor and its authorized representative(s) provided for under this SECTION 12 shall be limited to one (1) inspection of any other disclosure authorized kind contemplated by this SECTION 12 during any calendar year and no exercise of such inspection right shall interfere with Lessee's or any Permitted Sublessee's maintenance and operation of the Aircraft. During the last three (3) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate and cause any Permitted Sublessee to cooperate, at Lessor's sole cost (unless an Event of Default shall have occurred and be continuing, in which case Lessee shall be responsible for such costs), in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft including, without limitation, permitting prospective purchasers or lessees to inspect the Aircraft, any maintenance records relating to the Aircraft then required to be retained by the Issuing Entity FAA or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentscomparable agency or administration of the government of registry and which establishes the maintenance standards of the Aircraft, all in accordance with the provisions set forth above; PROVIDED that any such cooperation shall not unreasonably interfere with the normal operation or maintenance of the Aircraft by Lessee.

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit Administrative Agent and each Lender (by any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s their officers, employees or agents) shall have the right, to the extent that the exercise of such right shall be within the control of a Borrower, at any time or times to: (i) Visit the properties of any Borrower or Subsidiary, inspect the Collateral and Independent certified public the other assets of each Borrower and its Subsidiaries and inspect and make extracts from the 106 115 books and records of each Borrower and its Subsidiaries, and (ii) verify the amount, quantity, value and condition of, or any other matter relating to, any of the Collateral (other than Receivables) and in this connection to review, audit and make extracts from all records and files related to any of the Collateral, including but not limited to management letters prepared by independent accountants, all during customary business hours at such premises and after reasonable times and as often as may be reasonably requestedefforts to notify the Borrowers' Representative in advance of such visit. The Indenture Trustee Lenders shall to the extent reasonably practicable coordinate their visits and shall cause inspections with those of the Administrative Agent so as to minimize the number of separate visits to Borrowers' premises. (b) Discuss each Borrower's and its representatives Subsidiaries' business, assets, liabilities, financial condition, results of operations and business prospects, insofar as the same are reasonably related to hold in confidence all such information; providedthe rights of the Administrative Agent or the Lenders hereunder or under any of the Loan Documents, howeverwith each Borrower's and its Subsidiaries' principal officers and independent accountants, and, at any time when a Default or Event of Default exists, with any other Person (provided that the foregoing shall Borrowers' acknowledgment of such right is not be construed intended to prohibit: and does not constitute a waiver or release by the Borrowers (ior any of them) of the Administrative Agent or any Lender of or from any liability such Person may have to a Borrower arising out of improper disclosure of any and all information that is or becomes publicly knownconfidential information). Each Borrower will deliver to the Administrative Agent, or information obtained by for the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects benefit of the Indenture Trustee’s business or that of its AffiliatesLenders, (C) pursuant any instrument necessary for it to obtain records from any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure service bureau maintaining records on behalf of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsBorrower.

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will Borrowers shall permit any representative Agent and its representatives to make such verifications and inspections of the Indenture TrusteeCollateral and to make audits and inspections, at any time during the Issuing Entity’s normal business hourshours of such Borrower and as frequently as Agent reasonably desires upon reasonable advance notice to such Borrower, to examine all the books of accountBorrowers’ books, accounts, records, reports correspondence and such other papers as it may desire and of Borrowers’ premises and the Collateral. To reimburse Agent for the costs of such verifications, inspections and audits, Borrowers shall pay to Agent, for its own account and not for the account of the Issuing EntityLenders, all costs of appraisals, inspections, and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and Borrowers’ operations by Agent plus Agent’s then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $850 per day (or portion thereof) for each Person retained or employed by Agent with respect to make each field examination or audit), provided, however, that in the absence of a Default or Event of Default, the Borrowers shall not be obligated to pay more than $75,000.00 in per diem charges in any one calendar year; such costs and charges shall be payable by Borrowers on demand by Agent. Borrowers shall supply Agent with copies and extracts therefrom, shall permit Agent to cause copy such books to be audited by Independent certified public accountantsrecords and papers as Agent shall request, and shall permit Agent to discuss the Issuing Entity’s Borrowers’ affairs, finances finances, and accounts with the Issuing Entity’s Borrowers’ employees, officers, employees and Independent certified independent public accountants, accountants (and by this provision each Borrower hereby authorizes said accountants to discuss with Agent the finances and affairs of such Borrower) all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee Borrowers further agree to supply Agent with such other reasonable information relating to the Collateral and to Borrowers as Agent shall request. In the event of litigation between any Borrower and Agent, Agent’s right of civil discovery shall cause its representatives to hold be in confidence all such information; providedaddition to, however, that the foregoing shall and not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that in lieu of its Affiliatesrights under this Paragraph 9.2. Each Lender shall have the right, (C) pursuant at its own expense, to accompany the Agent on any subpoena, civil investigative demand such audit or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsinspection.

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it Charterers will permit any authorized representative of designated by the Indenture Trustee, during the Issuing Entity’s normal business hours, Initial Owner Participant upon reasonable prior notice to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, visit it and to discuss the Issuing Entity’s its financial affairs, finances and accounts with its officers and its auditors, and to inspect its books and records and make copies of the Issuing Entity’s officerssame or any other documents relevant to the Vessels or the Transaction Documents, employees and Independent certified public accountantsor to inspect any of the Vessels if they are then in port, all at such reasonable times during normal business hours and as often as may be reasonably requested. The Indenture Trustee shall requested and shall cause its representatives to hold in confidence all such informationat the expense of the Person requesting the same but without interfering with the normal operation of the Vessels or disrupting the business operations of the Charterers; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure that such inspection shall be at the expense of any the Charterers to the extent that such inspection is undertaken as a result of an Event of Default and all information that is or becomes publicly known, or information obtained the costs and expenses thereof are payable by the Indenture Trustee from sources other than the Issuing Entity or Servicerapplicable Charterer pursuant to Article 15 of each Demise Charter, (ii) disclosure that any such visit or inspection shall be limited to the Vessels and matters related to compliance with or performance of the terms and conditions of the Transaction Documents and shall not extend to unrelated parts of the Charterers’ business, (iii) that any such visit or inspection shall be subject to applicable laws and regulations governing the operation of the Vessels, and (iv) the Charterers shall not be liable to the Initial Owner Participant or its employees, representatives and agents, and the Initial Owner Participant shall release Charterers from any and all information: (A) if required liability to do so by the Initial Owner Participant for any applicable statute, law, rule or regulation, (B) personal injury to any government agency employee, representative or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects agent of the Indenture Trustee’s business Initial Owner Participant suffered in connection with any such visit or that inspection. No party hereto shall have any duty to make any such examination or inspection or shall incur any liability by reason of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know not making the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.

Inspection. The Issuing Entity agrees thatCompany shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, on at the expense of such holder and upon reasonable prior noticenotice to the Company, it will permit any representative to visit the principal executive office of the Indenture Trustee, during the Issuing Entity’s normal business hoursCompany, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and meet to discuss the Issuing Entity’s affairs, finances and accounts of the Company and its Subsidiaries with the Issuing EntityCompany’s officers, employees and Independent certified (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold requested in confidence all such informationwriting; provided, however, that the foregoing Company shall not be construed required to prohibit: hold such visit or meeting with any holder more than once every twelve (i12) disclosure months and that the Company shall notify other holders of Notes of such request for a meeting or visit by any holder; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all information their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested. Notwithstanding the foregoing, an Institutional Investor (other than an original purchaser of a Note) that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects a Competitor of the Indenture Trustee’s business or that Company will not have the inspection rights contained in this §7.03 unless and until the occurrence of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee a Default or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney Event of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsDefault.

Inspection. The Issuing Entity agrees thatPermit the Required Lenders and each of its duly authorized representatives or agents to visit any of its assets or books and records, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursto conduct appraisals and valuations, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s officerssame by, its officers and employees and Independent certified public accountants, all at such reasonable times (during normal business hours) and intervals as often the Required Lenders may designate and, so long as no Default or Event of Default exists and is continuing, with reasonable prior notice to Administrative Borrower all at such times and intervals as the Required Lenders may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence request, all such information; at Borrower’s expense, provided, howeverthat, that the foregoing shall not be construed (a) as to prohibit: field examinations, (i) disclosure no more than one (1) field examination in any 12 month period shall be at the expense of any Borrowers unless an Event of Default exists or has occurred and all information that is or becomes publicly knowncontinuing, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, and (ii) disclosure such other field examination as the Required Lenders may request at any time a Default or an Event of Default exists or has occurred and is continuing shall be at the expense of Borrowers or otherwise at any other times at the expense of Lenders and all information: (Ab) if required as to do so by any applicable statute, law, rule or regulationappraisal, (Bi) to unless an Event of Default exists or has occurred and is continuing no more than one (1) appraisal of each type of Collateral in any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee twelve (12) month period shall be at the expense of Borrowers, and (ii) such other appraisals as the Required Lenders may request at any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee time a Default or an Affiliate Event of Default exists or any officer, director, employee has occurred and is continuing shall be at the expense of Borrowers or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) otherwise at any other disclosure authorized by times at the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsexpense of Lenders.

Inspection. The Issuing Entity agrees that(a) Mortgagor shall, on reasonable prior noticein accordance with the Secured Obligation Agreements, it will permit any representative Mortgagee and its respective agents, representatives and employees to visit and inspect the Mortgaged Property, including all financial and accounting records of the Indenture TrusteeMortgagor located thereon, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and take extracts therefrom, to cause such books to be audited by Independent certified public accountants, all upon reasonable advance notice and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times during normal business hours and as often as may be reasonably requested. The Indenture Trustee . (b) At the written request of Mortgagee, which request shall specify in reasonable detail the basis therefor, at any time and shall cause its representatives from time to hold in confidence all such information; providedtime, howeverthe Partnership and the Operating Company will provide, that at their sole cost and expense, a Phase I environmental site assessment report (and any additional reports required thereby) concerning the foregoing shall not be construed to prohibit: (i) disclosure Property or any other property now or hereafter owned or operated by Mortgagor, prepared by an environmental consulting firm approved by Mortgagee and estimating the range of the potential costs of any removal, remedial or other corrective action in connection with any such matter; provided that in no event shall such request be made unless a Default or Event of Default has occurred and is continuing. If Mortgagor fails to provide the same within 60 days after such request was made, the Mortgagee may order the same, and the Mortgagor shall grants and hereby does grant, to Mortgagee and the Secured Parties and their agents access to the Property and specifically grant Mortgagee and the Secured Parties and their agents an irrevocable non-exclusive license, subject to the right of tenants, to undertake such an assessment, all information that is or becomes publicly known, or information obtained by at the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects expense of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture Mortgagor and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsCredit Parties.

Inspection. The Issuing Entity agrees that(a) Subject to subsection (b), on at reasonable prior notice, it will permit times but not more often than twice in any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantstwelve (12) month period, and upon at least ten (10) days prior written notice to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; Grantor (provided, however, that if an Event of Default shall have occurred and be continuing, any such inspection shall be at reasonable times without any limit on the foregoing number of times and upon at least one (1) Business Day's prior written notice to and at the expense of such Grantor), the Collateral Agent or the Board or their respective authorized representatives may inspect the Collateral, inspect and make copies of the books and records of such Grantor relating to the Collateral, including books and records required to be maintained by the FAA or other applicable regulatory agency or body, and access the Tracking System (with assistance from such Grantor's personnel and at such Grantor's risk and expense). Any inspection of Spare Engines or Spare Parts shall be subject to such Grantor's safety and security rules applicable at the location of such Collateral. So long as no Default or Event of Default shall have occurred and be continuing, no exercise of such inspection right shall be unduly disruptive to the business of such Grantor. Neither the Collateral Agent nor the Board shall have any duty to make any such inspection and shall incur no liability or obligation by reason of not making any such inspection. (b) Such Grantor shall at all times properly maintain the Tracking System and its perpetual inventory procedures for the Spare Engines and Spare Parts that provide a continuous internal audit of the Spare Engines and Spare Parts. Notwithstanding subsection (a), at any time during normal business hours and upon reasonable notice to such Grantor but not more than quarterly (provided, however, that if an Event of Default shall have occurred and be continuing any such inspection shall be at reasonable times without any limit on the number of times and upon at least one (1) Business Day's prior written notice to and at the expense of such Grantor), the Collateral Agent shall be entitled to inspect the Tracking System to ensure such Grantor's compliance with the terms hereof. Such inspection right shall not be construed exercised in a manner which is unduly disruptive to prohibit: (i) disclosure of any and all information that is the normal operation or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects maintenance of the Indenture Trustee’s Tracking System or the normal business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure operations of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsGrantor.

Inspection. The Issuing Entity agrees thatBorrower shall, on reasonable prior noticeand shall cause Global Medical REIT and each Subsidiary to, it will permit any representative the Administrative Agent, and each of the Indenture Trusteeits duly authorized representatives and agents, during the Issuing Entity’s normal business hourshours and subject to the provisions of any applicable Leases, to visit and inspect any Borrowing Base Property, corporate books, and financial records, to examine all the and make copies of its books of account, records, reports accounts and other papers financial records (which shall be subject to the confidentiality requirements of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsSection 12.25 hereof), and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s same by, its officers, employees and Independent certified independent public accountantsaccountants (and by this provision the Borrower hereby authorizes such accountants to discuss with any of the Arrangers (or any of their affiliates) the finances and affairs of Global Medical REIT, all the Borrower and its Subsidiaries) at such reasonable times as the Administrative Agent may designate, with reasonable prior notice to the Borrower and no more often than once in any period of twelve (12) consecutive months unless an Event of Default has occurred and is continuing. In addition, the Administrative Agent may, and at the direction of the Required Lenders, shall, obtain updated Appraisals of any Borrowing Base Property, or portions thereof, from time to time as often the Administrative Agent and/or the Required Lenders may designate, which Appraisal shall in each case be in such format and contain such detail as the Administrative Agent may be reasonably requestedrequest. The Indenture Trustee costs and expenses incurred in obtaining any such Appraisal shall and shall cause its representatives to hold in confidence all such information; providedeach case be borne by the Borrower, however, provided that the foregoing Borrower shall not be construed required to prohibit: pay for more than one (1) Appraisal for each Borrowing Base Property in any period of twelve (12) consecutive months unless an Event of Default has occurred and is continuing. The Administrative Agent shall use reasonable efforts to coordinate inspections undertaken in accordance with this Section 8.6 to (i) disclosure minimize the administrative burden of any such inspections on Global Medical REIT, the Borrower and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicertheir Subsidiaries, (ii) disclosure minimize the interference with the business of any Global Medical REIT, the Borrower and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture their Subsidiaries and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) not disturb the occupancy of any other disclosure authorized Real Property by any Tenant. As soon as practicable after the request of the Administrative Agent (which request shall be given by the Issuing Entity Administrative Agent at the request of the Required Lenders), the Borrower shall deliver a current property condition report, in form and substance reasonably acceptable to Administrative Agent from an independent engineering or architectural firm reasonably acceptable to Administrative Agent, with respect to any Borrowing Base Property specified by Administrative Agent, that, in the Servicer reasonable determination of the Administrative Agent, has a maintenance or structural issue that would materially and adversely affect the value or use of such Eligible Property, provided that the Borrower shall not be required to pay for more than one (iv1) disclosure to the other parties to the transactions contemplated by the Basic Documentsproperty condition report for each Borrowing Base Property in any period of twelve (12) consecutive months unless an Event of Default has occurred and is continuing.

Inspection. The Issuing Entity agrees that(a) Each Loan Party will, on reasonable prior noticeand will cause each of its Restricted Subsidiaries to, it will permit Agent and its duly authorized representatives or agents to visit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursits properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entityand, to the extent reasonable, make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s officerssame by, its officers and employees and Independent certified public accountants(provided, all that an authorized representative of Parent Borrower shall be allowed to be present) at such reasonable times and intervals as often Agent may designate and with reasonable prior notice to Administrative Borrower and during regular business hours, at Borrowers’ expense in accordance with the provisions of Section 2.10(c), subject to the limitations set forth below in Section 5.9(c). Notwithstanding anything to the contrary in this Section 5.9, none of the Borrowers nor any of their Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) in respect of which disclosure to Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law or any binding agreement or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product. (b) Each Loan Party will, and will cause each of its Restricted Subsidiaries to, permit Agent and each of its duly authorized representatives or agents to conduct field examinations, appraisals or valuations at such reasonable times and intervals as Agent may designate, at Borrowers’ expense in accordance with the provisions of Section 2.10(c), subject to the limitations set forth below in Section 5.9(c). (c) So long as no Event of Default shall have occurred and be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedcontinuing during a calendar year, however, that the foregoing Borrowers shall not be construed obligated to prohibit: reimburse Agent for more than (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicerone (1) field examination in such calendar year (increasing to two (2) field examinations if an Increased Examination Event has occurred during such calendar year), (ii) disclosure two (2) appraisals in respect of any Equipment Inventory in such calendar year (increasing to three (3) appraisals in respect of Equipment Inventory if an Increased Examination Event has occurred during such calendar year), and all information: (iii) two (2) appraisals in respect of Rolling Stock in such calendar year (increasing to three (3) appraisals in respect of Rolling Stock if an Increased Examination Event has occurred during such calendar year). Notwithstanding the foregoing, Agent may cause additional field examinations and appraisals to be done (A) if required at any time at its own expense upon reasonable prior notice to do Administrative Borrower and during normal business hours with the good faith cooperation of the Loan Parties and Agent so by as to minimize any applicable statute, law, rule or regulationdisruption of the business of the Loan Parties and their Restricted Subsidiaries, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects if an Event of Default shall have occurred and be continuing, at the Indenture Trustee’s business or that expense of its AffiliatesBorrowers in accordance with the provisions of Section 2.10(c), and (C) pursuant to any subpoenain connection with a Permitted Acquisition, civil investigative demand or similar demand or request at the expense of any courtBorrowers, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture field examinations and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney appraisals shall not be considered for purposes of the Indenture Trustee having a need to know limitations on field examinations and appraisals at the sameexpense of Borrowers set forth herein; provided, that any such appraisal in connection with a Permitted Acquisition shall only be conducted upon the Indenture Trustee advises such recipient request of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsAdministrative Borrower.

Inspection. The Issuing Entity agrees that(a) Permit, on upon reasonable prior notice, it will permit any representative notice except if an Event of the Indenture TrusteeDefault has occurred and is continuing (which shall be at least ten (10) Business Days (or such shorter period agreed to by Borrower)), during the Issuing Entity’s normal regular business hourshours subject to reasonable scheduling accommodations for appropriate members of management and/or operations, Agent, any Lender, and each of their respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with, and to be advised as to the same by, its officers and employees (provided, that representatives of Borrower shall be allowed to be present), at Borrower's expense in accordance with the Issuing Entity’s officersprovisions of the Fee Letter, employees subject to the limitations set forth below in Section 5.5(c). (b) Permit, upon reasonable prior notice except if an Event of Default has occurred and Independent certified public accountantsis continuing (which shall be at least ten (10) Business Days (or such shorter period agreed to by Borrower)), all during regular business hours subject to reasonable scheduling accommodations for appropriate members of management and/or operations, Agent and each of its duly authorized representatives or agents to conduct field examinations, appraisals or valuations, at such reasonable times Borrower's expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.5(c). (c) So long as no Event of Default shall have occurred and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedcontinuing during a calendar year, however, that the foregoing Borrower shall not be construed obligated to prohibit: reimburse Agent for more than 1 field examinations in such calendar year (i) disclosure of any and all information that increasing to 2 field examinations if Excess Availability is equal to or becomes publicly known, or information obtained by the Indenture Trustee from sources other less than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects 20% of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to Maximum Revolver Amount at any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which time during the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialimmediately preceding 12 month period), and provided further1 inventory appraisal in such calendar year, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause in each case, except for field examinations and appraisals conducted in connection with a proposed Permitted Acquisition (Awhether or not consummated), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.

Inspection. The Issuing Entity agrees that(a) Parent will, on and will cause each of its Restricted Subsidiaries to, permit Agent, and its duly authorized representatives or agents, with reasonable prior notice, it will permit any representative of the Indenture Trustee, notice to Administrative Borrower and during the Issuing Entity’s normal regular business hours, to examine all the visit any of its properties and inspect any of its assets or books of account, and records, reports to examine and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s officerssame by, its officers and employees and Independent certified public accountants(provided, all that an authorized representative of Administrative Borrower shall be allowed to be present) at such reasonable times and intervals as often Agent, may designate and, so long as may no Default or Event of Default has occurred and is continuing, with reasonable prior notice to Administrative Borrower and during regular business hours, at Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c). Notwithstanding anything to the contrary herein or in any other Loan Document, none of the Loan Parties nor any of its or their Subsidiaries will be reasonably requested. The Indenture Trustee shall and shall cause required to disclose or permit the inspection or discussion of, any document, information or other matter (i) in respect of which disclosure to the Agent (or its representatives or agents) is prohibited by any applicable law or any binding agreement with a third party (provided, that, with respect to hold any such binding agreement with a third party, the relevant Loan Party or Subsidiary shall upon request from Agent have used commercially reasonable efforts to obtain a waiver of any such prohibition) or (ii) that is subject to attorney client or similar privilege or constitutes attorney work product. (b) Parent will, and will cause each of its Restricted Subsidiaries to, permit Agent and each of its duly authorized representatives or agents, with reasonable prior notice to Parent and during regular business hours, to conduct field examinations or appraisals at such reasonable times and intervals as Agent may designate, at Borrowers’ expense in confidence all accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c); provided that prior to any such informationexamination or appraisal by any representative or agent of Agent (other than Agent’s own employees), such representative or agent shall have agreed in writing to comply with the confidentiality provisions set forth in this Agreement or shall otherwise be bound by professional ethics rules or by binding contractual obligations with Agent (or such Lender, as applicable) to maintain confidentiality. (c) Borrowers shall not be obligated to reimburse Agent for more than one field examination and one appraisal in each calendar year; provided, however, that Borrowers shall be required to reimburse Agent for (i) one additional field examination and one additional appraisal in each calendar year during which Availability has been, at any time during such calendar year, less than 20% of the foregoing Maximum Revolver Amount; (ii) all field examinations and appraisals conducted in connection with a Permitted Acquisition or Permitted Investment (of the type described in Eligible Accounts, Eligible Rolling Stock, Eligible Equipment Inventory, and Eligible Parts and Tools Inventory (regardless of whether such Permitted Acquisition or Permitted Investment is consummated)); and (iii) all field examinations and appraisals commenced during the existence of any Event of Default. Notwithstanding anything herein to the contrary, Borrowers shall not be construed obligated to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other reimburse Agent for more than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsone environmental audit per year.

Inspection. The Issuing Entity agrees thatLender (by any of its officers, on reasonable employees and agents) shall have the right upon prior notice, it will permit any representative notice to an executive officer of the Indenture TrusteeGrantor, and at any reasonable times during the Issuing Entity’s normal Grantor's usual business hours, to examine inspect the Collateral, all records related thereto (and to make extracts or copies from such records), and the books of account, records, reports and other papers premises upon which any of the Issuing EntityCollateral is located, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairsGrantor's affairs and finances with any Person (other than Persons obligated on any Accounts ("Account Debtors") except as expressly otherwise permitted in the Loan Documents) and to verify with any Person other than (except as expressly otherwise permitted in the Loan Documents) Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral and, if an Event of Default has occurred and is continuing, to discuss the Grantor's affairs and finances and accounts with the Issuing Entity’s officersGrantor's Account Debtors and to verify the amount, employees quality, value and Independent certified public accountantscondition of, or any other matter relating to, the Collateral with such Account Debtors. Upon or after the occurrence and during the continuation of an Event of Default, the Lender may at any time and from time to time employ and maintain on the Grantor's premises a custodian selected by the Lender who shall have full authority to do all at acts necessary to protect the Lender's interest. All expenses incurred by the Lender by reason of the employment of such reasonable times and as often as may custodian shall be reasonably requested. The Indenture Trustee shall paid by the Grantor on demand from time to time and shall cause its representatives be added to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained Secured Obligations secured by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialCollateral, and provided further, that any amounts not so paid on demand (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the Indenture Trustee promptly notifies date of demand until paid in full at the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsDefault Rate.

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s Issuer's normal business hours, to examine all the books of account, records, reports reports, and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s Issuer's affairs, finances and accounts with the Issuing Entity’s Issuer's officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested; provided, however, that the Indenture Trustee may only cause the books of the Issuer to be audited on an annual basis, unless there occurs an Event of Default hereunder. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedinformation except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine with advice of counsel and after consultation with the Issuer and Administrator that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, however, that the foregoing shall not be construed to prohibit: prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by known through no fault of the Indenture Trustee from sources other than the Issuing Entity or ServicerTrustee, (ii) disclosure of any and all information: information (which makes reference to the Issuer, the Administrator or the Crestar Student Loan Trust 1997-1 transaction) obtained by the Indenture Trustee from sources (other than the Issuer, Eligible Lender Trustee, the Administrator or the Master Servicer) that have not notified the Indenture Trustee that such information is subject to a confidentiality obligation with the Issuer, the Eligible Lender Trustee, the Administrator or the Master Servicer (iii) disclosure of any and all information (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s 's business or that of its Affiliatesaffiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate affiliate or any an officer, director, director or employee or shareholder thereof is subjecta party, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and herein approved in advance by the Issuing Entity Issuer or (E) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, provided that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iiiiv) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Inspection. The Issuing Entity agrees thatFollowing the Closing, the Collateral Agent (on behalf of all Holders) shall have the right (a) at reasonable times during normal business hours and upon reasonable prior notice, it will permit to visit and inspect any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursoffices of any Note Party, to examine all of the books of account, records, reports and other papers of the Issuing Entityany Note Party, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, therefrom and to discuss the Issuing Entity’s affairs, finances and accounts of any Note Party with the Issuing Entity’s officersdirectors and officers of any Note Party (and by this provision, employees Issuer authorizes its directors and Independent certified public accountantsofficers to discuss the affairs, finances and accounts of any Note Party with the Collateral Agent), all at such reasonable times and as often as may be reasonably requested, but not more frequently than once per fiscal year unless an Event of Default has occurred and is continuing, in which case the Collateral Agent may do any of the foregoing on a more frequent basis than once per fiscal year, and (b) to discuss the affairs, finances and accounts of any Note Party with Issuer’s accountants (and by this provision, Issuer authorizes its accountants to discuss the affairs, finances and accounts of any Note Party with the Collateral Agent), in each case, subject to any limitations imposed by law or by confidentiality agreements binding on such Note Party and excluding materials subject to attorney-client privilege or attorney work product. The Indenture Trustee costs and expenses of such inspections will be paid by the Holders, unless an Event of Default then exists and is continuing, in which case such costs and expenses will be paid by Issuer. Issuer shall and shall cause its representatives be entitled to hold participate in confidence or observe all such information; providedvisits, howeverinspections, that examinations and discussions. Notwithstanding the foregoing foregoing, if the Collateral Agent, directly or indirectly, is no longer Holder of a majority of the outstanding Notes, subject to the prior consent of Issuer, which consent shall not be construed unreasonably withheld, conditioned or delayed, all rights and privileges under this Section 4.4 shall be transferred to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained a representative chosen by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsRequisite Holders.

Inspection. The Issuing Entity agrees that(a) Lessor, on Mortgagee or their respective authorized representatives (the "Inspecting Parties") may, upon reasonable prior noticenotice to Lessee, it will permit inspect the Aircraft, Airframe and Engines (including, without limitation, the Aircraft Documents) and Lessee shall cooperate, and shall cause any representative Permitted Sublessee to cooperate, with the Inspecting Parties in connection with any such inspection (including, without limitation, permitting any such Inspecting Party to make copies of such Aircraft Documents not reasonably deemed confidential by Lessee or such Permitted Sublessee). (b) Except during the continuance of any Lease Event of Default while the Section 1110 Period shall not be in effect, any inspection of the Indenture TrusteeAircraft hereunder shall be limited to a visual, walk-around inspection and shall not include the opening of any panels, bays or other components of the Aircraft, Airframe or Engines. Any inspection permitted hereunder, including any inspection conducted during the continuance of a Lease Event of Default, shall be conducted in a manner which does not interfere with Lessee's or a Permitted Sublessee's operation, use and maintenance of such Aircraft, which determination of interference shall be made by Lessee in its reasonable sole discretion. (c) With respect to such rights of inspection, neither Lessor nor Mortgagee shall have any duty or liability to make, or any duty or liability by reason of not making, any such visit, inspection or survey. (d) Each Inspecting Party shall bear its own expenses in connection with any such inspection (including the cost of any copies made in accordance with Section 12(a)); PROVIDED, that if a Lease Event of Default shall have occurred and be continuing, Lessee shall bear all such reasonable expenses, except, in the case of a Chapter 11 reorganization, during the Issuing Entity’s normal business hoursSection 1110 Period. (e) If requested by Lessor or Mortgagee, Lessee shall promptly advise, or shall cause any Permitted Sublessee to examine all the books of accountadvise, records, reports and other papers Lessor of the Issuing Entitydate upon which the Aircraft, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsAirframe or any Engine undergoes its next scheduled maintenance visit or next major check, and with respect to discuss any Engine, the Issuing Entity’s affairsnext off-the-wing maintenance, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects advise Lessor of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture name and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney location of the Indenture Trustee having a need relevant maintenance performer. An Inspecting Party shall have the opportunity to know the same; providedattend such scheduled maintenance visit or major check, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure subject to the other parties to the transactions contemplated by the Basic Documentsprovisions of this Section 12.

Inspection. The Issuing Entity agrees thatFrom the date of this Agreement to the Effective Time, on each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ shall allow all designated officers, attorneys, accountants and other representatives of ▇▇▇▇▇▇ or ▇▇▇▇▇▇ or their respective Subsidiaries, as the case may be, reasonable prior access, at all reasonable times, upon reasonable notice, it will permit any representative to the records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position, or otherwise pertaining to the business and affairs of the Indenture TrusteeNAM Business or ▇▇▇▇▇▇ and its Subsidiaries, during as the Issuing Entitycase may be, including inspection of such properties; provided that no intrusive sampling of environmental media, including soil, sediment, groundwater, surface water, air or building material, shall be permitted in connection with any such investigation without the prior written consent of ▇▇▇▇▇▇ or ▇▇▇▇▇▇, as the case may be, which may be withheld in such party’s normal business hourssole discretion, and provided, further that no investigation pursuant to examine all this Section 7.06 shall affect any representation or warranty given by any party hereunder, and provided, further, that notwithstanding the books provision of accountinformation or investigation by any party, records, reports and other papers of the Issuing Entity, no party shall be deemed to make copies and extracts therefromany representation or warranty except as expressly set forth in this Agreement. Notwithstanding the foregoing, no party shall be required to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: provide any information (i) disclosure it reasonably believes it may not provide to the other parties by reason of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerApplicable Laws, (ii) disclosure of any and all information: (A) if required to do so that constitutes information protected by any applicable statuteattorney/client privilege or work product privilege, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (Eiii) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to keep confidential by reason of contract or agreement with third parties. The parties hereto shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ agrees that it shall not, and shall cause its respective representatives not to, use any information obtained pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) this Section 7.06 for any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure purpose unrelated to the other parties to consummation of the transactions contemplated by this Agreement. All non-public information obtained pursuant to this Section 7.06 shall be governed by the Basic DocumentsConfidentiality Agreement dated September 5, 2019 between ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (the “Confidentiality Agreement”).

Inspection. The Issuing Entity agrees thatAt any reasonable time and from time to time (with reasonable advance notice and during normal business hours), on reasonable prior noticethe Loan Parties shall, it will and shall cause its Restricted Subsidiaries to, permit any representative designated by the Administrative Agent or any of the Indenture Trustee, during the Issuing Entity’s normal business hours, Lenders to examine all and make extracts from the records and books of accountaccount of, recordsand visit the properties of, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause Loan Party or such books to be audited by Independent certified public accountantsRestricted Subsidiary, and to discuss the Issuing Entity’s affairs, finances and accounts of the Loan Party or such Restricted Subsidiary with any of its officers and directors and with its certified public accountants (provided that the Loan Party be provided, if the Loan Party is present at the time this meetings are scheduled, with the Issuing Entity’s officers, employees and Independent certified public accountantsopportunity to be present at any such discussions), all to the extent reasonably requested by the Administrative Agent or any of the Lenders and at the Administrative Agent’s or such reasonable times Lender’s expense (unless an Event of Default has occurred and as often as may is continuing, in which case such inspection shall be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationat the expense of the Loan Party); provided, however, provided that the foregoing shall not be construed to prohibit: (i) disclosure such inspections shall be limited, in the absence of any the occurrence and all information that is or becomes publicly knowncontinuance of an Event of Default, or information obtained by to once in each calendar year for the Indenture Trustee from sources other than Administrative Agent and the Issuing Entity or ServicerLenders, collectively, (ii) disclosure of any the Administrative Agent and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects each of the Indenture Trustee’s business Lenders agree that any information with respect to the Loan Party or that any of its Affiliates, (C) pursuant to any subpoena, civil investigative demand Restricted Subsidiaries obtained by the Administrative Agent or similar demand or request such Lender in the course of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining such inspection shall be subject to the transactions contemplated by the Indenture and approved confidentiality provisions set forth in advance by the Issuing Entity or (E) to any AffiliateSection 11.3, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) such examinations, inspections and discussions are conducted in a manner that does not interfere with or otherwise interrupt in any other disclosure authorized by material respect the Issuing Entity operations of the Loan Party or the Servicer or relevant Restricted Subsidiary and, in the case of any discussions with independent accountants, only if representatives of the Loan Party are afforded an opportunity to participate with reasonable advance notice, (iv) disclosure none of the Loan Parties or its Restricted Subsidiaries will be required to disclose information to such representatives of the other parties Administrative Agent or the Lenders that is prohibited by applicable Law, that it reasonably determines constitutes a confidential trade secret, or is subject to attorney-client or similar privilege or constitutes attorney work product and (v) except when an Event of Default shall have occurred and shall be continuing, the transactions contemplated by Administrative Agent and Lenders shall use reasonable efforts to coordinate examinations and inspections under this Section 7.6 in order to reduce the Basic Documentsresulting burden on the Loan Parties and their Restricted Subsidiaries.

Inspection. (a) At all times during the term hereof, the Servicer shall afford the Owner Trustee and the Indenture Trustee and their respective authorized agents reasonable access during normal business hours to the Servicer’s or any subservicer’s records relating to the Loans and the Servicer’s performance or observance of the terms of this Agreement. The Issuing Entity agrees that, on reasonable prior notice, it Servicer and any subservicer will permit cause its personnel to assist in any representative examination of such records by the Owner Trustee or the Indenture Trustee, or such authorized agents, and allow copies of the same to be made. The examination referred to in this Section 5.21(a) will be conducted in a manner that does not unreasonably interfere with the Servicer’s or subservicer’s normal operations or customer or employee relations. Without otherwise limiting the scope of the examination, the Owner Trustee or the Indenture Trustee may, using generally accepted audit procedures, verify the status of each Loan and review the Computer Records and other records relating thereto for conformity to Quarterly Reports prepared pursuant to Article IX and compliance with the standards represented to exist as to each Loan in this Agreement. (b) At all times during the Issuing Entity’s normal business hoursterm hereof, to examine all the books of account, records, reports and other papers Servicer shall keep available a copy of the Issuing EntityList of Loans at its principal executive office for inspection by Holders and Swap Counterparties. (c) The Servicer shall, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such if given reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained notice by the Indenture Trustee from sources other than after the Issuing Entity or Servicer, (ii) disclosure end of any and all information: (A) if required to do so by any applicable statuteCollection Period, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which provide the Indenture Trustee or an Affiliate or with a copy of the Computer Record. (d) For so long as any officer, director, employee or shareholder thereof is subjectof the Notes are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act, (D1) in any preliminary the Servicer will provide or final offering circular, prospectus, registration statement or contract or other document pertaining cause to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) be provided to any AffiliateHolder of such Notes and any prospective purchaser thereof designated by such Holder, independent upon the request of such a Holder or internal auditorprospective purchaser, agent, employee the information required to be provided to such Holder or attorney prospective purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the Servicer shall update such information from time to time in order to prevent such information from becoming false and misleading and will take such other actions as are necessary to ensure that the safe harbor exemption from the registration requirements of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed Securities Act under Rule 144A is and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure will be available for resales of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.Notes conducted in accordance with Rule 144A.

Inspection. The Issuing Entity agrees thatAdministrative Agent (by any of its officers, employees and agents), on reasonable prior notice, it will permit any representative behalf of the Indenture TrusteeSecured Parties, shall have the right upon prior notice to an executive officer of any Grantor, and at any reasonable times during the Issuing Entitysuch Grantor’s normal usual business hours, to examine all inspect the books of account, records, reports Collateral (including inspecting Vehicles and other papers conducting random samples of the Issuing EntityNet Book Value of the Used Vehicles), all records related thereto (and to make extracts or copies from such records), and the premises upon which any of the Collateral is located, to make copies discuss such Grantor’s affairs and extracts therefromfinances with any Person (other than Persons obligated on any Accounts (“Account Debtors”) except as expressly otherwise permitted in the Loan Documents) and to verify with any Person other than (except as expressly otherwise permitted in the Loan Documents) Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral and, if an Event of Default has occurred and is continuing, to cause discuss such books Grantor’s affairs and finances with such Grantor’s Account Debtors and to verify the amount, quality, value and condition of, or any other matter relating to, the Collateral with such Account Debtors. Upon or after the occurrence and during the continuation of an Event of Default, the Administrative Agent may at any time and from time to time employ and maintain on such Grantor’s premises a custodian selected by the Administrative Agent who shall have full authority to do all acts necessary to protect the Administrative Agent’s (for the benefit of the Secured Parties) interest. All expenses incurred by the Administrative Agent, on behalf of the Secured Parties, by reason of the employment of such custodian shall be audited paid by Independent certified public accountantssuch Grantor on demand from time to time and shall be added to the Secured Obligations secured by the Collateral, and any amounts not so paid on demand (in addition to discuss other rights and remedies resulting from such nonpayment) shall bear interest from the Issuing Entity’s affairs, finances and accounts with date of demand until paid in full at the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsDefault Rate.

Inspection. (a) The Issuing Entity agrees thatAESO and its Representatives shall, on reasonable at all times upon two (2) Business Days' prior notice, it will permit at any representative of time after the Indenture TrusteeContract Date, during have access to the Issuing Entity’s normal business hours, to examine all the books of account, records, reports Facility and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsevery part thereof, and to discuss all relevant records during regular business hours and the Issuing Entity’s affairsGenerator shall, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives all personnel operating and managing the Facility, to hold furnish the AESO with all reasonable assistance in confidence all such information; provided, however, that inspecting the foregoing shall not Facility (including the right to be construed to prohibit: (i) disclosure provided with copies of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure written records and downloads of any and all information: electronic records as reasonably required) for the purpose of ascertaining compliance with this Agreement; provided that such access and assistance shall be carried out in accordance with and subject to the reasonable safety and security requirements of the Generator and all personnel operating and managing the Facility, as applicable, and shall not interfere with the operation of the Facility. The Generator shall ensure that any confidentiality agreements or arrangements between it and any third party (Aincluding any Subcontractor or other supplier of goods or services to the Generator) if required shall not have the effect of preventing, impairing or delaying any disclosure or access to do so or by the AESO or any of its representatives as contemplated in this Section 9.2. (b) For purposes of any such inspection referenced in Section 9.2(a), the AESO may at all reasonable times perform any measurement, test or investigation it deems necessary to determine compliance with this Agreement. Generator shall obtain from all Subcontractors, third parties or manufacturers any permission or consent which is necessary to enable the AESO's representatives to perform such measurement, test or investigation. Generator shall provide reasonable cooperation (but without obligation to incur material expense) to facilitate any such measurements, tests or other investigations. The AESO shall conduct all such measurements, tests and investigations in a manner that will not materially disturb, interfere with or disrupt the Project or the construction or operation of the Facility. (c) The inspection of the Facility by or on behalf of the AESO shall not relieve the Generator of any of its obligations to comply with the terms of this Agreement. No Generator Event of Default will be waived or be deemed to have been waived by any applicable statute, law, rule inspection by or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects on behalf of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to AESO. In no event will any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated inspection by the Indenture AESO hereunder be a representation that there has been or will be compliance with this Agreement and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsApplicable Laws.

Inspection. The Issuing Entity agrees that(a) Each of (i) the Requisite Global Majority (acting as one group) and their agents, on reasonable prior notice, it will permit any representative (ii) if the Manager is not EXLP or an EXLP Affiliate and the Issuer has not been furnished with a copy of the Indenture Trusteereport generated by the Requisite Global Majority (or its agents) with respect to its rights hereunder, the Issuer (and its agents), and (iii) each Series Enhancer, shall have the right to inspect the Owner Compressors, the receivables aging system and all books, records, reports, User Contracts, insurance policies, and other documents relating to the Owner Compressors, all in the format which the Manager uses for the Other EXLP Compressors (or, if the Manager is not EXLP or an EXLP Affiliate, Compressors or equipment of a type similar to the Compressors that are owned, managed, maintained, operated or for which contract compression services are provided by the Manager (or by any subcontractor or delegate appointed by the Manager and permitted under Section 2.5(a)) for the Manager’s own account and third parties other than the Issuer and the Lessor). Such inspections shall be conducted upon reasonable request and notice to the Manager and shall (a) be conducted during the Issuing Entity’s normal business hours, (b) be subject to examine all the books Manager’s customary security procedures and the execution of accountreasonable and customary confidentiality agreements and (c) not unreasonably disrupt the Manager’s business. For purposes of any such inspection, recordsthe Manager shall grant the Requisite Global Majority, reports the Issuer and other papers of their agents (as applicable) access to the Issuing Entity, Manager’s computer systems (including the receivables aging system) and data relating solely to make copies the Owner Compressors contained therein (and extracts therefrom, with respect to cause such books the EXLP Compressors to be audited by Independent certified public accountants, and the extent necessary to discuss the Issuing Entity’s affairs, finances and accounts evaluate compliance with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: Related Documents). (b) Each of (i) disclosure of any the Requisite Global Majority (acting as one group) and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, their agents and (ii) disclosure if the Manager is not EXLP or an EXLP Affiliate and the Issuer has not been furnished with a copy of any the report generated by the Requisite Global Majority (or its agents) with respect to its rights hereunder, the Issuer (and all information: its agents) shall have the right to (Ax) if required to do so one such inspection per calendar year (and an additional inspection by any Series Enhancer in connection with any refinancing involving such Series Enhancer), at the reasonable cost and expense (including reasonable legal and accounting fees incurred by the Issuer, the Requisite Global Majority or, in connection with any refinancing involving any Series Enhancer, the applicable statute, law, rule or regulation, (BSeries Enhancer) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business Manager and (x) one additional inspection at the cost and expense of the Requisite Global Majority or that the Issuer (as the case may be), unless a Trigger Event shall have occurred and be continuing, in which case, the Requisite Global Majority and, if applicable, the Issuer (and their respective agents) shall have the right to conduct such inspections any number of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which times and each time the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated costs and expenses shall be borne by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsManager.

Inspection. The Issuing Entity agrees thatUntil all Obligations hereunder shall have been satisfied in full, on upon reasonable prior noticenotice and subject to applicable Law, it will permit any representative of the Indenture TrusteeBorrower shall, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause each of its representatives Subsidiaries to, afford Lender and its Representatives reasonable access to hold in confidence all such information; providedof Borrower’s properties, howeverbooks, that the foregoing contracts, personnel and records, and Borrower shall, and shall not be construed cause each of its Subsidiaries to, furnish promptly to prohibit: (i) disclosure of any and Lender all information concerning Borrower’s business, finances, properties and personnel as Lender may reasonably request; provided that Borrower may withhold any document or information (a) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or becomes publicly knownentered into after the date of this Agreement in the ordinary course of business, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects in accordance with Section 5.05 and Section 5.06 of the Indenture Trustee’s business or that of its AffiliatesMerger Agreement (provided that, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circularcase, prospectus, registration statement or contract or other document pertaining Borrower shall use its reasonable best efforts to obtain the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure required consent of such information that it is required third party to make pursuant to the preceding clause (Asuch access or disclosure), (Bb) the disclosure of which would violate any Law (provided that Borrower shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law) or (Cc) so that the Issuing Entity may seek appropriate protective orders is subject to any attorney-client privilege (provided that Borrower shall use its reasonable best efforts to allow for such access or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other maximum extent that does not result in a loss of attorney-client privilege). Subject to the foregoing sentence, Borrower shall authorize all necessary third parties to the transactions contemplated grant access to and full disclosure of all information relating to Borrower and each of its Subsidiaries to Lender and its Representatives. If any material is withheld by Borrower as permitted by the Basic Documentsimmediately preceding sentence, then Borrower shall inform Lender as to the general nature of what is being withheld.

Inspection. (a) The Issuing Entity Borrower agrees that, on with reasonable prior notice, it will permit permit, and cause each Subsidiary to permit, any representative representatives and consultants of the Indenture TrusteeLender Parties, during the Issuing Entity’s applicable Relevant Party's normal business hours, to examine on-site all the books of account, records, reports and other papers of the Issuing EntityRelevant Parties, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and the Borrower further agrees to discuss the Issuing Entity’s their affairs, finances and accounts with the Issuing Entity’s officers, employees [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. employees, Independent certified public accountantsaccountants and other consultants of such Lender Parties, all at such reasonable times and as often at the Borrower's expense; provided that except during the continuation of an Event of Default, such examinations may occur no more frequently than two times per calendar year. The Borrower shall promptly deliver copies of any Portfolio Documents as may be reasonably requested. requested by Administrative Agent from time to time. (b) The Indenture Trustee shall Borrower will permit, and shall cause its representatives each Subsidiary to hold permit, the Administrative Agent to conduct, in confidence all such informationeach case, at the sole cost and expense of the Borrower, field audits and examinations of the Projects, and appraisals of the Projects; provided, howeverthat, that the foregoing shall not be construed to prohibit: (i) disclosure such field audits and examinations and appraisals may be conducted not more than once per any twelve-month period (except, during the existence and continuance of any an Event of Default, there shall be no limit on the number of additional field audits and all information examinations and appraisals that is or becomes publicly known, or information obtained by shall be permitted at the Indenture Trustee from sources other than the Issuing Entity or Servicer, Borrowers’ expense) and (ii) disclosure except during the continuance of any an Event of Default, the Administrative Agent shall consult with the Borrower regarding the costs and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure expenses of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsfield audits and examinations and appraisals.

Inspection. The Issuing Entity agrees thatAt all reasonable times, on upon reasonable prior notice, it the Company will permit representatives designated by the Administrative Agent or by any representative Lender through the Administrative Agent to visit the offices of the Indenture Trustee, during the Issuing Entity’s normal business hoursCompany or each of its Subsidiaries, to examine all the books of accountand records thereof and Accountants’ reports relating thereto, records, reports and other papers of the Issuing Entity, to make copies and or extracts therefrom, to cause such books to be audited by Independent certified public accountantsdiscuss the affairs of the Company and its Subsidiaries with the respective officers thereof, and to examine and inspect the Property of the Company and its Subsidiaries and to meet and discuss the Issuing Entity’s affairs, finances affairs of the Company and accounts its Subsidiaries with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold Accountants in confidence all such informationthe presence of a designated representative of the Company; provided, however, provided that the foregoing shall not be construed to prohibit: (i) disclosure of such representatives shall be reasonably acceptable to the Company, shall agree to any and all information that is or becomes publicly known, or information obtained reasonable confidentiality obligations proposed by the Indenture Trustee from sources other than Company, and shall follow the Issuing Entity or Servicer, guidelines and procedures generally imposed upon like visitors to the Company’s and its Subsidiaries’ facilities and (ii) unless a Default shall have occurred and be continuing, there shall only be one such visit and inspection in any fiscal year. Notwithstanding anything to the contrary in this Section 6.08, none of the Company or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (x) constitutes non-financial trade secrets, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by law or agreement or (z) in the Company’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that the Company shall make available redacted versions of any and all information: (A) requested documents or, if required unable to do so by any applicable statuteconsistent with the preservation of such privilege, law, rule or regulation, (B) shall endeavor in good faith otherwise to any government agency or regulatory or self-regulatory body having or claiming authority disclose information responsive to regulate or oversee any aspects the requests of the Indenture Trustee’s business or that of its AffiliatesAdministrative Agent, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Lender or any officerof their respective representatives and agents, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, manner that the Indenture Trustee advises will protect such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsprivilege.

Inspection. The Issuing Entity agrees thatParent Guarantor and the Obligors shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, on at the expense of such holder and upon reasonable prior noticenotice to the Obligors, it will permit any representative to visit the principal executive office of the Indenture TrusteeParent Guarantor, during the Issuing Entity’s normal business hoursGuarantor and the Company, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts of the Parent Guarantor, the Guarantor and the Company and their Subsidiaries with the Issuing EntityParent Guarantor’s, the Guarantor’s or the Company’s officers, employees as the case may be, and Independent certified public (with the consent of the Parent Guarantor, the Guarantor or the Company, as the case may be, which consent will not be unreasonably withheld) their independent chartered accountants, and (with the consent of the Parent Guarantor, the Guarantor or the Company, as the case may be, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Guarantor and the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Obligors, to visit and inspect any of the offices or properties of the Parent Guarantor, the Guarantor, the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent chartered accountants (and by this provision the Parent Guarantor and the Obligors authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Obligors and their Subsidiaries), all at such times and as often as may be requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) Any inspection made pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof this Section 7.3 is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining subject to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney confidentiality requirements of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsSection 22.

Inspection. The Issuing Entity agrees thatCompany shall permit, on reasonable prior notice, it will permit any representative and shall cause each of the Indenture TrusteeSubsidiaries to permit, during any holder of at least 15% of the Issuing Entity’s normal business hoursoutstanding Series A Preferred Stock or at least 15% of the outstanding Notes (any such Person, a "Qualified Holder"), by its representatives, agents or attorneys, (a) to examine all the of its books of account, records, reports and other papers of the Issuing Entitypapers, (b) to make copies and take extracts therefromfrom any thereof, to cause such books to be audited by Independent certified public accountants, and (c) to discuss the Issuing Entity’s its affairs, finances and accounts with the Issuing Entity’s officers, employees its officers and Independent independent certified public accountantsaccountants (and by this provision the Company hereby authorizes said accountants to discuss with any such holder the finances and accounts of the Company and the Subsidiaries) and (d) to visit and inspect, all at reasonable times, upon reasonable prior notice, the properties of each of the Company and the Subsidiaries, in each case to the extent permitted by applicable federal and state law. Each such reasonable times inspection shall be at the expense of the Person making the inspection; provided that (i) each Qualified Holder shall be entitled to have its expenses of one such inspection during each Fiscal Year paid or reimbursed by the Company and (ii) for so long as often as may the Company is not in compliance with any of its covenants or agreements specified herein, in the Notes or the Articles of Incorporation, each Qualified Holder shall be reasonably requestedentitled to have its expenses of any additional inspections paid or reimbursed by the Company. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that For purposes of the foregoing proviso, no visit or inspection by any representative, agent or designee of any Qualified Holder attending any meeting of the Board as a member of the Board at or around the time of such meeting of the Board shall be deemed to constitute an inspection for the purposes of this 9.4. Notwithstanding the foregoing sentence, it is understood and agreed by the Company that all expenses in connection with any such inspection incurred by the Company or any Subsidiary, any officers and employees thereof 31 and the attorneys and independent certified public accountants therefor shall be expenses payable by the Company and shall not be construed to prohibit: (i) disclosure expenses of the Person making any inspection. Any information acquired in the course of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure such inspection shall not be used in violation of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentssecurities laws.

Inspection. The Issuing Entity agrees that(a) Borrower will, on reasonable prior noticeand will cause each of its Subsidiaries to, it will permit Agent, and each of its duly authorized representatives or agents to visit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursBorrower's or such Subsidiary's properties and inspect any of Borrower's or such Subsidiary's assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of Borrower's or such Subsidiary's books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s Borrower's or such Subsidiary's affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s officerssame by, its officers and employees and Independent certified public accountants, all (provided an authorized representative of Borrower shall be allowed to be present) at such reasonable times and intervals as often Agent may designate and, so long as may be reasonably requested. The Indenture Trustee no Default or Event of Default has occurred and is continuing, with reasonable prior notice to Borrower and during regular business hours; provided that unless an Event of Default shall have occurred and shall cause its representatives to hold in confidence all such information; providedbe continuing, however, that the foregoing Borrower shall not be construed required to prohibit: pay the expenses of more than one visit for each 12-month period. (b) Subject to Section 2.10(c), Borrower will, and will cause each of its Subsidiaries to, permit Agent and each of its duly authorized representatives or agents to conduct appraisals and valuations at such reasonable times and intervals as Agent may designate. So long as no Default or Event of Default has occurred and is continuing, Agent agrees to provide Borrower with a copy of the report for any such valuation upon request by Borrower so long as (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicersuch report exists, (ii) disclosure of any and all information: (A) if required the third person employed by Agent to do so by any applicable statute, law, rule or regulation, (B) perform such valuation consents to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialdisclosure, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure Borrower executes and delivers to the other parties Agent a non-reliance letter reasonably satisfactory to the transactions contemplated by the Basic DocumentsAgent.

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit Administrative Agent (by any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s its officers, employees and Independent certified public accountantsagents), on behalf of the Secured Parties, shall have the right upon prior notice to an executive officer of any Grantor, and at any reasonable times during such Grantor’s usual business hours (and no more frequently than quarterly unless an Event of Default has occurred and is continuing), to inspect the Collateral, all records related thereto (and to make extracts or copies from such records), and the premises upon which any of the Collateral is located, to discuss such Grantor’s affairs and finances with any officer or any independent public accountant of such Grantor (other than any officer or any independent public accountant obligated on any Accounts (“Account Debtors”) except as expressly otherwise permitted in the Loan Documents) and to verify with any such officer or any such independent public accountant other than (except as expressly otherwise permitted in the Loan Documents) Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral and, if an Event of Default has occurred and is continuing, to discuss such Grantor’s affairs and finances with such Grantor’s Account Debtors and to verify the amount, quality, value and condition of, or any other matter relating to, the Collateral with such Account Debtors. Upon or after the occurrence and during the continuation of an Event of Default, the Administrative Agent may at any time and from time to time employ and maintain on such Grantor’s premises a custodian selected by the Administrative Agent who shall have full authority to do all acts necessary to protect the Administrative Agent’s (for the benefit of the Secured Parties) interest. All reasonable times and as often as may expenses incurred by the Administrative Agent, on behalf of the Secured Parties, by reason of the employment of such custodian shall be reasonably requested. The Indenture Trustee shall paid by such Grantor on demand from time to time and shall cause its representatives be added to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained Secured Obligations secured by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsCollateral.

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture TrusteeTrustee and any representative of the Louisiana Commission, during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited annually by Independent certified registered public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent certified registered public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee and the Louisiana Commission shall hold and shall cause its representatives to hold in confidence all such information; provided, however, information except to the extent disclosure may be required by applicable law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the foregoing Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, the preceding sentence shall not be construed to prohibit: prohibit (ia) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerIssuer, provided such parties are rightfully in possession of such information, (iib) disclosure of any and all information: information (Ai) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (Cii) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, court or regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subjectauthority exercising its proper jurisdiction, (Diii) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to a copy of which has been filed with the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or SEC, (Eiv) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, provided that such parties agree to be bound by the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialconfidentiality provisions contained in this Section 3.20, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (Cv) so that the Issuing Entity may seek appropriate protective orders to any Rating Agency or restrictions on the disclosure of the information involved; (iiic) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, Trustee or the Backup Servicer during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited by Independent independent certified public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedinformation except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee or the Backup Servicer may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, however, that the foregoing shall not be construed to prohibit: prohibit (i) disclosure of any and all information that is or becomes publicly knownknown through no fault of the Indenture Trustee or the Backup Servicer, or information obtained by the Indenture Trustee or the Backup Servicer from sources other than the Issuing Entity or ServicerIssuer, (ii) disclosure of any and all information: information (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or the Backup Servicer or that of its Affiliatesaffiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee Trustee, the Backup Servicer or an Affiliate affiliate or any an officer, director, employee employer or shareholder thereof is subjecta party, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and herein approved in advance by the Issuing Entity Issuer or (E) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee or the Backup Servicer having a need to know the same; provided, provided that the Indenture Trustee or the Backup Servicer advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialdisclosed, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will Borrowers shall permit any representative Agent and its representatives to make such verifications and inspections of the Indenture TrusteeCollateral and to make audits and inspections, at any time during the Issuing Entity’s normal business hourshours of such Borrower and as frequently as Agent reasonably desires upon reasonable advance notice to such Borrower, to examine all the books of accountBorrowers’ books, accounts, records, reports correspondence and such other papers as it may desire and of Borrowers’ premises and the Issuing Entity, to make Collateral. Borrowers shall supply Agent with copies and extracts therefrom, shall permit Agent to cause copy such books to be audited by Independent certified public accountantsrecords and papers as Agent shall request, and shall permit Agent to discuss the Issuing Entity’s Borrowers’ affairs, finances finances, and accounts with the Issuing Entity’s Borrowers’ employees, officers, employees and Independent certified independent public accountants, accountants (and by this provision each Borrower hereby authorizes said accountants to discuss with Agent the finances and affairs of such Borrower) all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee Borrowers further agree to supply Agent with such other reasonable information relating to the Collateral and to Borrowers as Agent shall request. In the event of litigation between any Borrower and Agent, Agent’s right of civil discovery shall cause be in addition to, and not in lieu of its representatives rights under this Section 9.2. Each Lender shall have the right, at its own expense, to hold accompany the Agent on any such audit or inspection. No Availability calculation shall include Collateral acquired in confidence a Permitted Acquisition or otherwise outside the ordinary course of business until completion of all such information; provided, however, that the foregoing applicable field examinations or audits and appraisals (which costs shall not be construed included in the limits provided above) satisfactory to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of Agent in its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the samePermitted Discretion. SECTION TEN - EVENTS OF DEFAULT; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.REMEDIES

Inspection. (a) The Issuing Entity Borrower agrees that, on with reasonable prior notice, it will permit permit, and cause each Subsidiary to permit, any representative representatives and consultants of the Indenture TrusteeLender Parties, during the Issuing Entityapplicable Relevant Party’s normal business hours, to examine on-site all the books of account, records, reports and other papers of the Issuing EntityRelevant Parties, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and the Borrower further agrees to discuss the Issuing Entity’s their affairs, finances and accounts with the Issuing Entity’s officers, employees and employees, Independent certified public accountantsaccountants and other consultants of such Lender Parties, all at such reasonable times and as often at the Borrower’s expense; provided that except during the continuation of an Event of Default, such examinations may occur no more frequently than two times per calendar year. The Borrower shall promptly deliver copies of any Portfolio Documents as may be reasonably requested. requested by Administrative Agent from time to time. (b) The Indenture Trustee shall Borrower will permit, and shall cause its representatives each Subsidiary to hold permit, the Administrative Agent to conduct, in confidence all such informationeach case, at the sole cost and expense of the Borrower, field audits and examinations of the Projects, and appraisals of the Projects; provided, howeverthat, that the foregoing shall not be construed to prohibit: (i) disclosure such field audits and examinations and appraisals may be conducted not more than once per any twelve-month period (except, during the existence and continuance of any an Event of Default, there shall be no limit on the number of additional field audits and all information examinations and appraisals that is or becomes publicly known, or information obtained by shall be permitted at the Indenture Trustee from sources other than the Issuing Entity or Servicer, Borrowers’ expense) and (ii) disclosure except during the continuance of any an Event of Default, the Administrative Agent shall consult with the Borrower regarding the costs and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure expenses of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsfield audits and examinations and appraisals.

Inspection. The Issuing Entity agrees thatAt all reasonable times and upon at least 15 days' prior written notice to Lessee, on reasonable prior noticeLessor, it will permit any representative the Owner Participant or the Indenture Trustee or their respective authorized representatives may (not more than once every calendar year (unless an Event of Default has occurred and is continuing when such inspection right shall not be so limited)) inspect the Aircraft and inspect and make copies (at Lessor's, the Owner Participant's or the Indenture Trustee's expense, during as the Issuing Entity’s normal business hours, to examine all case may be) of the books and records of account, records, reports and other papers Lessee relating to the maintenance of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsAircraft, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at upon any such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained inspection by the Indenture Trustee or its authorized representatives of the books and records of Lessee relating to the maintenance of the Aircraft, the Policy Provider or its authorized representatives may also inspect and make copies (at the Policy Provider's expense) of the books and records of Lessee relating to the maintenance of the Aircraft; any such inspection of the Aircraft shall be limited to a visual, walk-around inspection and shall not include opening any panels, bays or the like without the express consent of Lessee; provided that no exercise of such inspection right shall interfere with the operation or maintenance of the Aircraft by, or the business of, Lessee (or any Sublessee). Upon receipt by Lessee of a written request from sources other than the Issuing Entity or ServicerOwner Participant specifying that the Owner Participant desires to have an authorized representative observe the next scheduled major overhaul to be performed on the Aircraft, Lessee shall cooperate with the Owner Participant to enable the Owner Participant's authorized representative to observe the next scheduled major overhaul to be performed on the Aircraft; provided that Lessee shall be required to so cooperate only to the extent necessary to enable the Owner Participant's authorized representative to observe (i) one scheduled major overhaul during each three year period of the Term and (ii) disclosure of any and all information: (Anotwithstanding the foregoing clause (i) but only if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects a major overhaul is scheduled during the last year of the Indenture Trustee’s business Term) one scheduled major overhaul during the last year of the Term; provided, further that the Owner Participant's authorized representative shall merely observe such major overhaul, shall not interfere with or that extend in any manner the conduct or duration of its Affiliatesthe major overhaul and shall not be entitled to direct any of the work performed in connection with such overhaul. None of Lessor, (C) pursuant to any subpoenathe Policy Provider, civil investigative demand the Owner Participant or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or shall have any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required duty to make pursuant to the preceding clause (A), (B) any such inspection nor shall any of them incur any liability or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure obligation by reason of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsnot making such inspection.

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requestedrequested for the purpose of reviewing or evaluating the financial condition or affairs of the Issuer or the performance or compliance with the covenants and undertakings of the Issuer under this Indenture, the Purchase and Sale Agreement or any of the other documents referred to herein or therein. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity Issuer or Servicerits agents, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-self- 700148678 06142559 regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, circular or prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the this Indenture and approved in advance by the Issuing Entity Issuer or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer Issuer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Related Documents.

Inspection. The Issuing Entity agrees thatCompany shall permit the representatives of each holder of Notes that is an Institutional Investor (subject to compliance with Section 20): (a) No Default -- if no Default or Event of Default then exists, on at the expense of such holder and upon reasonable prior noticenotice to the Company, it will permit any representative to visit the principal executive office of the Indenture TrusteeCompany, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts of the Company and its Subsidiaries with the Issuing Entity’s Company's officers, employees and Independent certified (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default -- if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedNotwithstanding the foregoing, however, that the foregoing Company shall not be construed required to prohibit: disclose to any holder of Notes any information (iother than financial information and other data related to the financial performance of the Company and its Subsidiaries, including without limitation copies of written reports that the Company provides to its lending banks) disclosure to the extent that the Company is advised in writing by internal or external legal counsel that the Company is prohibited from disclosing such information at such time to its creditors generally under any applicable law, rule, regulation or order (or other binding restriction imposed by any Governmental Authority) or as a result of any and all information agreement entered into in good faith with third parties that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining are not lenders to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity Company or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsSubsidiary.

Inspection. The Issuing Entity agrees thatBorrower will furnish or cause to be furnished to the Administrative Agent from time to time such information with respect to the financial affairs of any Loan Party or any of their Subsidiaries and the Collateral as the Administrative Agent may reasonably request. The Borrower will, on during regular business hours and with reasonable prior written notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent Administrative Agent or its respective agents or representatives and/or certified public accountantsaccountants or other auditors acceptable to the Administrative Agent, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: to: (i) disclosure examine and make copies of and abstracts from all books and records relating to the financial affairs of any and all information that is Loan Party or becomes publicly known, any of their Subsidiaries or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicerany Collateral, (iiii)(A) disclosure visit the offices and properties of any the Borrower for the purpose of examining such books and all information: (A) if required records and to do so by any applicable statuteverify materials, lawleases, rule or regulationnotes, inventory, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations and appraisals and (B) after the occurrence and during the continuance of an Event of Default, assertion of any Environmental Actions, or violation of Environmental Laws, with respect to any government agency Material Real Property, conduct Phase I ESAs (and, if reasonably requested by the Administrative Agent or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request Required Lenders based upon the results of any courtsuch Phase I ESA, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (BPhase II ESA) or (C) so examinations, provided that the Issuing Entity may seek appropriate protective orders or restrictions Phase I ESAs shall be delivered in connection with any Mortgage on the disclosure of the information involved; any Material Real Property as required under this Agreement, (iii) discuss matters relating to the Core Business or any Collateral or such Loan Party’s performance hereunder or under the other disclosure authorized by Loan Documents to which it is a party with any of the Issuing Entity officers, directors, employees or independent public accountants of the Servicer or Borrower, to the extent reasonably available, having knowledge of such matters and (iv) disclosure conduct a review of its books and records with respect to the other parties to the transactions contemplated by the Basic Documentsfinancial affairs of any Loan Party or any of their Subsidiaries or any Collateral (each inspection and audit described in clauses (i) though (iv) above, an “Inspection”).

Inspection. Upon three (3) days prior written notice to Lessee (or promptly after notice (which may be by telephone or facsimile transmission) if a Lease Default or Lease Event of Default shall exist) Lessor, Agent, each Holder, FSL Group and Head Lessor, and their respective representatives and agents (each, an "Inspecting Party"), may, in a commercially reasonable manner, inspect the Property, including, without limitation, the right to cause consultants to make structural, environmental (to the extent necessary to verify compliance with the provisions of this Lease) and/or other inspections or tests (it being understood that all Subleases shall provide for such inspection rights by the Inspecting Parties). The Issuing Entity agrees thatInspecting Party shall minimize damage and repair any damage caused by any inspection or test performed pursuant to Section 15.01. All such inspections and tests shall be at the Inspecting Party's expense, on reasonable unless (i) a Lease Event of Default exists or a Lease Default shall have occurred and be continuing or (ii) such inspection and/or test results establish that Lessee is required to take any action in order to comply with the Lease. In either such case, the cost of such inspection and/or test shall be promptly paid by Lessee no later than thirty (30) days from the date of invoice. Further, upon prior noticenotice to Lessee, it will permit any representative each Inspecting Party, at its expense, may inspect the books and records relating to the maintenance and care of the Indenture Trustee, Property during the Issuing Entity’s term of this Lease, that are in the possession of Lessee, which shall be made available at the Property or the headquarters of the Lessee. Except in connection with any inspection or test during the existence of a Lease Default or Lease Event of Default, each Participant agrees to conduct any inspection or test in a manner that will minimize interference with the business and operations conducted by Lessee on the Property, and any such inspection or test (other than during the existence of a Lease Default or Lease Event of Default) shall be conducted during normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, Trustee during the Issuing Entity’s 's normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsPublic Accountants, and to discuss the Issuing Entity’s 's affairs, finances and accounts with the Issuing Entity’s 's officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall shall, and shall cause its representatives to to, hold in confidence all such information; providedinformation except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Nothwithstanding anything herein to the contrary, however, that the foregoing shall not be construed to prohibit: prohibit (i) disclosure of any and all information that is or becomes publicly known, known or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerEntity, (ii) disclosure of any and all information: information (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects respects of the Indenture Trustee’s 's business or that of its Affiliatesaffiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate affiliate or any an officer, director, employee employer or shareholder thereof is subjecta party, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and Agreement approved in advance by the Issuing Entity or (E) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, provided that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialdisclosed, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity Servicer or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuing Entity.

Inspection. The Issuing Entity agrees thatEach Credit Party shall, on reasonable prior noticeand shall cause each of its Restricted Subsidiaries to, it will permit representatives and independent contractors of Agent to visit and inspect any representative Properties of the Indenture Trustee, during the Issuing Entity’s normal business hoursany Credit Party, to examine all the books of accountits corporate, financial and operating records, reports and other papers of the Issuing Entity, to make copies and extracts thereof or abstracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s its affairs, finances and accounts with the Issuing Entity’s its directors, managers, officers, employees and Independent certified independent public accountants, all at the reasonable expense of the Credit Parties and at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided Agent shall not exercise such rights more often than one (1) time during any calendar year absent the existence and as often as may be reasonably requested. The Indenture Trustee shall and shall cause continuance of an Event of Default; provided further that when an Event of Default exists, Agent (or any of its representatives to hold in confidence all such information; provided, however, that or independent contractors) may do any of the foregoing at the expense of the Credit Parties at any time during normal business hours and without advance notice. Agent shall not give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants; provided further that any Lender and its representatives and independent contractors may attend such inspections with the Agent at such Lender’s own cost and expense. Notwithstanding anything to the contrary in this Section 4.9, none of the Borrower or any of its Restricted Subsidiaries will be construed required to prohibit: disclose or permit the inspection or discussion of, any document, information or other matter (i) disclosure of any and all information that is constitutes non-financial trade secrets or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicernon-financial proprietary information, (ii) in respect of which disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Agent or any officer, director, employee Lender (or shareholder thereof their respective representatives or contractors) is subject, (D) in prohibited by Requirements of Law or any preliminary legally binding confidentiality agreement or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by that is subject to attorney client or similar privilege or constitutes attorney work product; provided that, in each case, the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsBorrower shall advise Agent that information is being withheld.

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause (at the expense of the requesting party) such books to be audited by Independent certified public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees employees, and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the foregoing shall Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized and duly attested, all as of the day and year first above written. NISSAN AUTO RECEIVABLES 2015-C OWNER TRUST By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not be construed in its individual capacity but solely as Owner Trustee By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President STATE OF DELAWARE ) ) ss COUNTY OF NEW CASTLE ) Sworn to prohibitand subscribed before me this 7th day of October, 2015 by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Notary Public Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ My Commission Expires: April 15, 2016 Notary Seal STATE OF ILLINOIS ) ) ss COUNTY OF COOK ) Sworn to and subscribed before me this 8th day of October 2015 by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. /s/ ▇▇▇▇▇ ▇▇▇▇▇ Notary Public Name: ▇▇▇▇▇ ▇▇▇▇▇ My Commission Expires: April 17, 2019 Notary Seal [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (i“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO RECEIVABLES CORPORATION II, NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF THEIR AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. BY ACQUIRING OR HOLDING THIS NOTE (OR INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A BENEFIT PLAN (AS DEFINED BELOW), ITS FIDUCIARY OR TRUSTEE) disclosure IS DEEMED TO REPRESENT AND WARRANT THAT EITHER (A) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING THE NOTE (OR INTEREST THEREIN) WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN THE ENTITY, OR ANY OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) (EACH, A “BENEFIT PLAN”) OR (B)(1) THE NOTE IS RATED AT LEAST “INVESTMENT GRADE” BY A NATIONALLY RECOGNIZED STATISTICAL RATING AGENCY AT THE TIME OF ACQUISITION AND (2) THE ACQUISITION AND HOLDING OF THE NOTE (OR INTEREST HEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR RESULT IN A VIOLATION OF ANY SIMILAR LAW. No. R- $ The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of any this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.01 of the Indenture. Interest on this Note will accrue for each Distribution Date, (for the Class A-1 Notes and all information that is the Class A-2b Notes) during the period from (and including) the Distribution Date during the calendar month preceding such Distribution Date (or becomes publicly knownin the case of the first Distribution Date, or information obtained if no interest has yet been paid, from (and including) the Closing Date) to (but excluding) such Distribution Date. (for the Class A-2a Notes, Class A-3 Notes and Class A-4 Notes) during the period from (and including) the 15th day of the preceding calendar month (or in the case of the first Distribution Date, or if no interest has yet been paid, from (and including) the Closing Date) to (but excluding) the 15th day of the month in which such Distribution Date occurs. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee from sources other than whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Issuing Entity Indenture referred to on the reverse hereof or Servicerbe valid or obligatory for any purpose. IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below. Date: , 2015 NISSAN AUTO RECEIVABLES 2015-C OWNER TRUST By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee under the Trust Agreement By: Name: Title: This is one of the Notes designated above and referred to in the within-mentioned Indenture. Date: , 2015 U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: Name: Title: The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, (iicollectively, the “Notes”) disclosure of any and all information: (A) if required to do so by any applicable statuteare and, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) except as otherwise provided in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance the Sale and Servicing Agreement, will be equally and ratably secured by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of collateral pledged as security therefor as provided in the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIndenture.

Inspection. The Issuing Entity agrees thatCompany shall permit and cause each of its Subsidiaries, on reasonable prior noticeif any, it will to permit each Class A Member and such persons as each Class A Member may designate, at such Class A Members’ expense, to visit and inspect any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers properties of the Issuing EntityCompany and its subsidiaries, to make examine their books and take copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts of the Company and its Subsidiaries with the Issuing Entity’s their officers, employees and Independent certified public accountantsaccountants (and the Company hereby authorizes said accountants to discuss with such Class A Member and such designees such affairs, finances and accounts), all at such reasonable times during normal business hours and as often as may be upon reasonable prior written notice and under reasonable circumstances, to the extent reasonably requestedrequested by such Class A Member and not disruptive to the affairs of the Company or any of its Subsidiaries, and provided that such Class A Member or designee has executed a confidentiality agreement in substance and form reasonably acceptable to the Company (or is otherwise subject to confidentiality restrictions pursuant to the terms of this Agreement or any other Transaction Document). The Indenture Trustee Each Class A Member acknowledges and agrees that nothing herein or otherwise shall and shall cause require the Company and/or any of its representatives Subsidiaries to hold provide such Class A Member or its designee with access to any personnel, offices, properties, information, books and/or records of the Company and/or any of its Subsidiaries where such access would (in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: good faith opinion of the Board) (i) disclosure be prohibited by or otherwise limited or restricted by, or be in violation of any and all information that is applicable laws or becomes publicly known, regulations of any Governmental Authority (including anti-trust or information obtained by anti-competition laws or regulations) or the Indenture Trustee from sources provisions of any agreement (including any confidentiality obligations to which the Company and/or any of its Subsidiaries may be bound with respect to any of its other than the Issuing Entity customers or Servicervendors), (ii) disclosure of cause competitive or commercial harm to the Company and/or any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its AffiliatesSubsidiaries, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) as determined in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated good faith by the Indenture and approved Board and/or (iii) be unreasonable in advance by the Issuing Entity terms of frequency or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney level of the Indenture Trustee having a need to know the sameaccess; provided, that in the Indenture Trustee advises such recipient of event any information is withheld pursuant to this sentence, the confidential nature Company shall use commercially reasonable efforts to provide reasonable summaries of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant requested to the preceding clause extent the Company is able to provide such reasonable summaries without violating the foregoing clauses (Ai), (Bii) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; and (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents).

Inspection. The Issuing Entity agrees that(a) Each Loan Party will, on reasonable prior noticeand will cause each of its Subsidiaries to, it will permit Agent, Revolving Agent, and their respective duly authorized representatives or agents to visit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursits properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with, and to be advised as to the same by, its officers and employees (provided, that an authorized representative of Borrowers shall be allowed to be present) at such times and intervals as Agent or Revolving Agent, as applicable, may reasonably designate (but so long as no Event of Default has occurred and is continuing, (x) not more than twice per Fiscal Year of the Borrower and (y) each inspection after the first per Fiscal Year of the Borrower shall be at Agent's expense) and, so long as no Default or Event of Default has occurred and is continuing, with reasonable prior notice to Borrowers and during regular business hours, at Borrowers' expense, subject to the Issuing Entity’s officerslimitations set forth below in Section 5.7(c). The Loan Parties shall have the right to have a representative present at any and all inspections. (b) Each Loan Party will, employees and Independent certified public accountantswill cause each of its Subsidiaries to, all permit Agent, Revolving Agent, and each of their respective duly authorized representatives or agents to conduct field examinations, appraisals or valuations at such reasonable times and intervals as often Agent or Revolving Agent, as applicable, may be reasonably requesteddesignate (but so long as no Event of Default has occurred and is continuing, not more than twice per Fiscal Year of the Borrower), at Borrowers' expense, subject to the limitations set forth below in Section 5.7(c). The Indenture Trustee Loan Parties shall have the right to have a representative present at any and all field examinations, appraisals or valuations. (c) So long as no Event of Default shall cause its representatives to hold in confidence all such information; providedhave occurred and be continuing during a calendar year, however, that the foregoing Borrowers shall not be construed obligated to prohibit: (i) disclosure of reimburse Agent and Revolving Agent for any and all information that is field examinations, financial examinations, appraisals or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsvaluations.

Inspection. The Issuing Entity agrees thatUpon reasonable notice (which may be telephonic notice), on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine at all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as the Lender may be reasonably requestedrequest, permit any authorized representative designated by the Lender to visit and inspect the Properties and financial records of the Borrower and its Subsidiaries and to make extracts from such financial records at the Lender's expense, and 40 42 permit any authorized representative designated by the Lender to discuss the affairs, finances and condition of the Borrower and its Subsidiaries with the appropriate Financial Officer and such other officers as the Borrower shall deem appropriate and the Borrower's independent public accountants, as applicable. The Indenture Trustee Lender agrees that it shall schedule any meeting with any such independent public accountant through the Borrower, and a Responsible Officer of the Borrower shall cause have the right to be present at any such meeting. The Lender shall have the right to examine, as often as it may request, the existence and condition of the Receivables, books and records of the Borrower and its representatives Subsidiaries and to hold review their compliance with the terms and conditions of this Agreement and the other Loan Documents, subject to governmental confidentiality requirements. Prior to the occurrence of a Default or Event of Default which is continuing, such examinations shall be at the Borrower's expense not more than once prior to December 31, 1999, and thereafter, if the Maturity Date is hereafter extended pursuant to the written consent and agreement of the Lender, not more than three (3) times in confidence all such informationany consecutive twelve (12) month period; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that such examinations conducted after the occurrence of any Default or Event of Default which is or becomes publicly known, or information obtained by then continuing shall be at the Indenture Trustee from sources other than Borrower's expense. The Lender shall also have the Issuing Entity or Servicer, (ii) disclosure of right to verify with any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects customers of the Indenture Trustee’s business or that Borrower and any of its AffiliatesSubsidiaries the existence and condition of the Receivables, (C) pursuant as often as the Lender may require, without prior notice to any subpoena, civil investigative demand or similar demand or request consent of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Borrower or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsits Subsidiaries.

Inspection. The Issuing Entity (a) Upon reasonable request, the Issuer agrees that, on reasonable prior notice, that it will permit shall make available to any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursTransition Agent, to examine all the any Hedge Counterparty or any Series Enhancer and their duly authorized representatives, attorneys or accountants, for inspection and copying its books of account, records, records and reports relating to the Managed Containers and copies of all Leases or other papers documents relating thereto at the times and in accordance with the provisions of the Issuing EntityManagement Agreement. Each Noteholder, to make copies the Transition Agent, each Series Enhancer, each Hedge Counterparty and extracts therefromthe Indenture Trustee agrees that it and its Affiliates and their respective shareholders, to cause directors, agents, representatives, accountants and attorneys shall keep confidential any matter of which any of them becomes aware through such books to be audited by Independent certified inspections or discussions (unless readily available from public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts sources that did not receive such information from such Person or otherwise in its possession from a source not having any confidentiality agreement with the Issuing Entity’s officersIssuer or the Manager with respect thereto), employees and Independent certified public accountants, all at such reasonable times and as often except as may be reasonably requested. The Indenture Trustee shall and shall cause otherwise required by regulation, law or court order or required by appropriate governmental authorities or as necessary to preserve or exercise its representatives rights or security under or to hold in confidence all such information; providedenforce the Transaction Documents, however, provided that the foregoing shall not be construed to prohibit: (i) disclosure limit the right of any and all information that is or becomes publicly knownNoteholder, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Series Enhancer or any officerHedge Counterparty, directoras the case may be, employee or shareholder thereof is subjectto make such information available to its regulators, (D) in any preliminary or final offering circularsecurities rating agencies, prospectus, registration statement or contract or other document pertaining and to the transactions contemplated by the Indenture reinsurers and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises credit and liquidity providers whom such recipient of party reasonably believes will respect the confidential nature of such information and from whom such party has requested confidential treatment of such information. Any expense incident to the information being disclosed reasonable exercise by the Indenture Trustee, the Transition Agent, any Series Enhancer, any Hedge Counterparty or any Noteholder of any right under this Section (except for one annual inspection at the expense of the Issuer) shall be borne by the Person exercising such right unless an Early Amortization Event, Manager Default or Event of Default shall have occurred and then be continuing in which case such recipient expenses shall be borne by the Issuer. (b) The Issuer also agrees to keep such information confidential, and provided further, that make available on a reasonable basis to the Indenture Trustee promptly notifies Trustee, Transition Agent, each Series Enhancer and each Hedge Counterparty a Managing Officer for the Issuing Entity purpose of any disclosure of such information that it is required to make pursuant to answering reasonable questions respecting recent developments affecting the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Inspection. The Issuing Entity agrees that(a) Each Loan Party will, on reasonable prior noticeand will cause each of its Subsidiaries to, it will permit Agent, any representative Lender, and each of the Indenture Trustee, during the Issuing Entity’s normal business hourstheir respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s officerssame by, its officers and employees (provided an authorized representative of a Borrower shall be allowed to be present) upon reasonable prior notice and Independent certified public accountants, all at such reasonable times and intervals as often Agent or any Lender, as applicable, may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationdesignate; provided, howeverthat so long as no Event of Default has occurred and is continuing, only the Agent on behalf of the Lenders may exercise such rights of the Agent and the Lenders under this Section 5.6 and the Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense. (b) At any time that an Event of Default has occurred and is continuing, each Loan Party will, and will cause each of its Subsidiaries to, permit Agent and each of its duly authorized representatives or agents to conduct appraisals and recurring revenue valuations at such reasonable times and intervals as Agent may designate; provided that the foregoing expenses required to be paid by the Loan Parties in connection therewith shall not be construed subject to prohibit: any applicable limitations set forth in Section 2.10(d). Notwithstanding anything to the contrary in this Section 5.6, no Loan Party will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicerconstitutes non-financial trade secrets, (ii) in respect of which disclosure of to the Agent or any and all information: Lender (Aor their respective representatives or contractors) if required to do so is prohibited by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity that is subject to attorney client or the Servicer similar privilege or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsconstitutes attorney work product.

Inspection. (a) The Issuing Entity agrees thatLessee shall permit the Indenture ---------- Trustee, on reasonable prior noticethe Owner Participant and the Owner Trustee (and any authorized representatives of any thereof), it will permit any representative at such Person's risk, including, without limitation, as to personal injury and death (other than due to the Lessee's gross negligence or willful misconduct), and, unless a Lease Event of Default under Section 15(a), (c) (based upon a default under Section 11.1 or 11.3 of the Indenture TrusteeLease), during (g) or (h) of the Issuing Entity’s normal business hoursLease is continuing, expense, including, without limitation, the cost and expense for such Person's transportation to and from the Facility, and under conditions reasonably acceptable to the Lessee, to examine all visit and inspect the Facility, and the Lessee will make available the books of account, records, reports and other papers records of the Issuing EntityLessee related thereto, to and make copies and extracts therefrom, and have access to cause such books the officers of the Lessee and the Operator (if the Operator is an Affiliate of the Lessee) and shall use reasonable efforts to be audited by Independent certified make available the public accountants, and to discuss accountants of the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountantsLessee, all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that (A) unless there is -------- ------- - such an existing Lease Event of Default or the foregoing Return Arrangement Period has commenced and is continuing, the Indenture Trustee, the Owner Participant and the Owner Trustee may not make more than one such inspection in any calendar year without the Lessee's prior written consent (and, unless an Indenture Event of Default has occurred and is continuing, the Indenture Trustee may not make such inspection without the consent and, if requested, participation of the Owner Participant); (B) such inspection must be under the supervision of the - Lessee or its designee; (C) any Person making any inspection shall, if requested - by the Lessee, sign a waiver and release in form and substance satisfactory to the Lessee releasing the Lessee from liability with respect to any risks incurred in connection with any such inspection to the same extent as does the Lessor under this Section 10.7 prior to conducting any such inspection; (D) any - such inspection shall be subject to the safety, security and workplace rules applicable to the location where such inspection is conducted and to the requirements of all Governmental Rules; and (E) no such inspection shall include - the review or inspection of any Confidential Information, provided that, solely -------- during the continuance of such an existing Lease Event of Default or the Return Arrangement Period, and subject to Section 11.5 hereof, such inspection may include the review and inspection of the Return Confidential Information. All information obtained in connection with any inspection shall be held confidential by any Person making such inspection and each party hereto (other than the Lessee) and shall not be construed to prohibit: (i) disclosure of any and all information that is furnished or becomes publicly known, or information obtained disclosed by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) such Person except as permitted pursuant to Section 11.5. During the Lease Term, notwithstanding anything to the contrary in any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Operative Document or any officer, director, employee or shareholder thereof is subject, law applicable thereto (D) in including without limitation the Ground Lease and any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (Alaw applicable thereto), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.Indenture

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause (at the expense of the requesting party) such books to be audited by Independent certified public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees employees, and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationinformation except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. 59 (NAROT 2025-A Indenture) IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized and duly attested, all as of the day and year first above written. NISSAN AUTO RECEIVABLES 2025-A OWNER TRUST By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President FORM OF CLASS [A-1] [A-2a] [A-2b] [A-3] [A-4] [B] NOTE [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1 THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO RECEIVABLES COMPANY II LLC, NISSAN MOTOR ACCEPTANCE COMPANY LLC, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF THEIR AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) OF THIS NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO (A) REPRESENT, WARRANT AND COVENANT THAT EITHER (I) IT IS NOT ACQUIRING AND WILL NOT HOLD THE NOTE (OR ANY INTEREST HEREIN) FOR, ON BEHALF OF OR WITH THE ASSETS OF ANY PLAN (AS DEFINED BELOW) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH OF THE FOREGOING, A “BENEFIT PLAN”) OR A PLAN (AS DEFINED BELOW) THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THE NOTE (OR ANY INTEREST HEREIN) DOES NOT AND WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLANS OR PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE 1 For Book-Entry Notes only. NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION OR THIS NOTE HAS BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR APPLICABLE LOCAL LAW PURPOSES. FOR PURPOSES OF THE FOREGOING “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA, WHETHER OR NOT SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING. [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO.] NISSAN AUTO RECEIVABLES 2025-A OWNER TRUST No. R-___ $_________ CUSIP NO._________ ISIN No. ____________ Nissan Auto Receivables 2025-A Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to ____________________, or registered assigns, the principal sum of _______________ DOLLARS ($__________) payable on each Distribution Date in an aggregate amount, if any, payable from the Collection Account in respect of the principal on the Class [A-1] [A-2a] [A-2b] [A-3] [A-4] [B] Notes pursuant to Section 3.01 of the Indenture dated as of May 27, 2025 (the “Indenture”), between the Issuer and U.S. Bank Trust Company, National Association, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(a), (b) and (c) of the Sale and Servicing Agreement dated as of May 27, 2025 (the “Sale and Servicing Agreement”), among the Issuer, NARC II, as Seller, NMAC, as Servicer, and the Indenture Trustee (which amounts shall be limited to the portion of Available Amounts specified in such sections); provided, however, that the foregoing entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on (the “Class [A-1] [A-2a] [A-2b] [A-3] [A-4] [B] Final Scheduled Distribution Date”). Capitalized terms used but not be construed defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to prohibitall payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.01 of the Indenture. Interest on this Note will accrue for each Distribution Date, [for the Class A-1 Notes and the Class A-2b Notes: during the period from (iand including) disclosure the Distribution Date during the calendar month preceding such Distribution Date (or in the case of any and all information that is or becomes publicly knownthe first Distribution Date, or information obtained if no interest has yet been paid, from (and including) the Closing Date) to (but excluding) such Distribution Date] [for the Class A-2a Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes: during the period from (and including) the 15th day of the preceding calendar month (or in the case of the first Distribution Date, or if no interest has yet been paid, from (and including) the Closing Date) to (but excluding) the 15th day of the month in which such Distribution Date occurs.] Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee from sources other than whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Issuing Entity Indenture referred to on the reverse hereof or Servicerbe valid or obligatory for any purpose. IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below. Date: ________________ NISSAN AUTO RECEIVABLES 2025-A OWNER TRUST By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee under the Trust Agreement By: Name: Title: This is one of the Notes designated above and referred to in the within-mentioned Indenture. Date: _____________ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: Name: Title: The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, (iicollectively, the “Notes”) disclosure of any and all information: (A) if required to do so by any applicable statuteare and, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) except as otherwise provided in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance the Sale and Servicing Agreement, will be equally and ratably secured by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of collateral pledged as security therefor as provided in the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIndenture.

Inspection. The Issuing Entity agrees thatLessor or any Agent may designate any Person in writing who is its officer, on reasonable prior notice, it will permit any representative of employee or agent to visit and inspect the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsProperties, and to discuss the Issuing Entity’s affairsextent reasonable under the circumstances, finances examine Lessee's books of record and accounts with pertaining to the Issuing Entity’s officers, employees and Independent certified public accountants, Properties all at such reasonable times as Lessor or such Agent, as the case may be, may reasonably request and, upon such request, Lessee shall make such properties and such books of record and accounts pertaining to the Properties available to Lessor or such Agent, as often as the case may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationbe, for inspection; provided, howeverthat Lessor and such Agent shall comply, and cause their respective officers, employees and agents to comply, with the provisions of Section 6.7; and provided, further, that so long as no Lease Event of Default or Construction Agency Event of Default has occurred and is continuing, no more than one such inspection shall occur per each calendar month. Notwithstanding the foregoing shall not be construed to prohibit: provisions of this Section 6.1(g), (i) disclosure except in the case of emergency or Lease Event of Default or Construction Agency Event of Default, such visits and inspections Lessor or such Agent shall provide reasonable written notice to Lessee prior to any and all information that is such visit or becomes publicly knowninspection and, or information obtained by the Indenture Trustee from sources other absent a Lease Event of Default, shall occur not more often than the Issuing Entity or Serviceronce per annum, (ii) disclosure of any such visit and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects inspection shall be at the sole risk and expense of the Indenture Trustee’s business Person so visiting or that of its Affiliates, inspecting (C) pursuant to but without excusing Lessee for any subpoena, civil investigative demand or similar demand or request of liability for any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining injuries to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity extent resulting from Lessee's negligence or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises willful misconduct where such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding Person has complied with clause (Aiii) hereof) unless a Lease Event of Default or Construction Agency Event of Default has occurred and is continuing, in which case any such visit and inspection shall be at PARTICIPATION AGREEMENT the expense of Lessee (provided that during the Construction Period Lessee shall request an Advance, the proceeds of which shall be used to pay such expenses), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by each Person so visiting or inspecting the Issuing Entity or the Servicer or Properties shall comply with such rules and regulations regarding safety and security as Lessee may reasonably impose, and (iv) disclosure no such Person shall be entitled to inspect any areas of the other parties to the transactions contemplated by the Basic DocumentsProperties or records that Lessee reasonably characterizes as confidential, proprietary or similarly necessary of protection from disclosure.

Inspection. The Issuing Entity agrees thatEach Loan Party will, on reasonable and will cause each other Subsidiary (other than Excluded Subsidiaries) to, permit the Agent and the Lenders, by their respective employees, representatives and agents, from time to time upon two Business Days’ prior noticenotice as frequently as Agent reasonably determines to be appropriate, it will permit to (a) inspect any representative of the Indenture TrusteeProperty, during the Issuing Entity’s normal business hoursCollateral, to examine all and the books and financial records of such Person, (b) examine, audit and make extracts or copies of the books of account, records, reports accounts and other papers financial records of such Person, (c) have access to its properties, facilities, the Issuing EntityCollateral and its advisors, to make copies officers, directors and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and employees to discuss the Issuing Entity’s affairs, finances and accounts with of such Person and (d) review, evaluate and make test verifications and counts of the Issuing Entity’s officersAccounts and other Collateral of such Person. If a Default or an Unmatured Default has occurred and is continuing, employees and Independent certified public accountantseach Loan Party shall, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause each other Subsidiary (other than Excluded Subsidiaries) to, provide such access to the Agent and to each Lender at all times and without advance notice. Furthermore, so long as any Default has occurred and is continuing, each Loan Party shall, and shall cause each other Subsidiary (other than Excluded Subsidiaries) to, provide the Agent and each Lender with access to its representatives suppliers. Each Loan Party shall, and shall cause each other Subsidiary (other than Excluded Subsidiaries) to, promptly make available to hold in confidence the Agent and its counsel originals or copies of all such information; provided, however, books and records that the foregoing shall not be construed Agent may reasonably request. The Loan Parties acknowledge that from time to prohibit: (i) disclosure of any time the Agent may prepare and all information that is or becomes publicly known, or information obtained by may distribute to the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document Lenders certain audit reports pertaining to the transactions contemplated Borrower and its Subsidiaries assets for internal use by the Indenture Agent and approved in advance the Lenders from information furnished to it by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney on behalf of the Indenture Trustee having a need to know Borrower and its Subsidiaries, after the same; provided, that the Indenture Trustee advises such recipient Agent has exercised its rights of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make inspection pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsthis Agreement.

Inspection. The Issuing Entity agrees thatFrom the date of this Agreement to the Effective Time, on each of Quest and Pinnacle shall allow all designated officers, attorneys, accountants and other representatives of Pinnacle or Quest, as the case may be, reasonable prior access, at all reasonable times, upon reasonable notice, it will permit to the records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position, or otherwise pertaining to the business and affairs of Pinnacle and Quest and their respective Subsidiaries, including inspection of such properties; provided that no investigation pursuant to this Section 7.6 shall affect any representative representation or warranty given by any party hereunder, and provided further that notwithstanding the provision of the Indenture Trusteeinformation or investigation by any party, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, no party shall be deemed to make copies and extracts therefromany representation or warranty except as expressly set forth in this Agreement. Notwithstanding the foregoing, no party shall be required to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: provide any information (i) disclosure it reasonably believes it may not provide to the other parties by reason of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerApplicable Laws, (ii) disclosure of any and all information: (A) if required to do so that constitutes information protected by any applicable statuteattorney/client privilege, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (Eiii) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to keep confidential by reason of contract or agreement with third parties, provided that, in such case, the party withholding such information will provide to the requesting party a description of the type or nature of the withheld information to the greatest extent permissible. The parties hereto shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Each of Pinnacle and Quest agrees that it shall not, and shall cause its respective representatives not to, use any information obtained pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) this Section 7.6 for any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure purpose unrelated to the other parties to consummation of the transactions contemplated by this Agreement. All non-public information obtained pursuant to this Section 7.6 shall be governed by the Basic DocumentsMutual Confidential Agreement dated December 6, 2007 between Pinnacle and Quest (the “Confidentiality Agreement”). Quest and Pinnacle agree that Section 7 (Term) of the Confidentiality Agreement shall hereby be amended to read in its entirety as follows: The term of this Agreement, during which Confidential Information may be furnished, shall be from the date hereof to the date of October 16, 2008.

Inspection. The Issuing Entity agrees Upon five (5) Business Days prior notice to the Lessee, the Lessor and the Rent Assignees or their respective authorized representatives (the “Inspecting Parties”) at any time during the Lease Term (provided that, on reasonable prior noticeexcept during the continuance of an Event of Default, it will permit the Lessor and the Rent Assignees shall limit their inspections to no more than one time in any representative calendar year and the Lessor shall coordinate such inspections as set forth below) may inspect (a) the Leased Property and the Site and (b) the books and records of the Indenture Trustee, Lessee and its Affiliates relating to the Leased Property and the Site and make copies and abstracts therefrom. All such inspections shall be (i) during the Issuing EntityLessee’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining subject to the transactions contemplated by the Indenture Lessee’s reasonable safety and approved in advance by the Issuing Entity or (E) to any Affiliateconfidentiality requirements, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized accompanied by the Issuing Entity or the Servicer or a representative of Lessee, and (iv) disclosure at the expense and risk of the Inspecting Parties, except that if an Event of Default is continuing, the Lessee shall reimburse the Inspecting Parties for the costs and reasonable out-of-pocket expenses of such inspections and, except for the Inspecting Party’s gross negligence or willful misconduct, such inspection shall be at the Lessee’s risk. In addition, Inspecting Parties shall use commercially reasonable efforts to coordinate their visits together and inspect the Leased Property and the Site in groups to the other parties extent reasonably practicable. No inspection shall unreasonably interfere with the Lessee’s operations. None of the Inspecting Parties shall have any duty to make any such inspection or inquiry. None of the Inspecting Parties shall incur any liability or obligation by reason of making any such inspection or inquiry unless and to the transactions contemplated by extent such Inspecting Party causes damage to the Basic DocumentsLeased Property or the Site or any property of the Lessee or any other Person during the course of such inspection. The Inspecting Parties shall be third party beneficiaries of this Lease with respect to the rights set forth in this Article XV applicable to such Persons.

Inspection. The Issuing Entity agrees thatCollateral Agent (by any of its officers, employees and agents), on behalf of the Secured Creditors, shall have the right upon reasonable prior noticenotice to an executive officer of any Grantor, it will permit with representatives of such Grantor afforded reasonable opportunity to be present and at any representative of the Indenture Trustee, reasonable times during the Issuing Entitysuch Grantor’s normal usual business hours, to examine inspect the Collateral, all records related thereto (and to make extracts or copies from such records), and the books of account, records, reports and other papers premises upon which any of the Issuing EntityCollateral is located, to make copies discuss such Grantor’s affairs and extracts therefromfinances with any Person (other than Persons obligated on any Accounts (“Account Debtors”) except as expressly otherwise permitted in the Loan Documents or the Notes Documents) and to verify with any Person other than (except as expressly otherwise permitted in the Loan Documents or the Notes Documents) Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral and, if an Event of Default has occurred and is continuing, to cause discuss such books to be audited by Independent certified public accountants, Grantor’s affairs and finances with such Grantor’s Account Debtors and to discuss verify the Issuing Entity’s affairsamount, finances quality, value and accounts condition of, or any other matter relating to, the Collateral with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationAccount Debtors; provided, however, that (i) the foregoing Grantors shall not be construed obligated to prohibit: reimburse the expenses associated with more than one (i1) disclosure of any visit and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, inspection per calendar year (subject to clause (ii) disclosure below) and (ii) when an Event of Default exists the Collateral Agent, any Lender or any Noteholder (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and all information: (A) if required without advance notice or opportunity for such Grantor to be present. Upon or after the occurrence and during 40349479_6 the continuation of an Event of Default, the Collateral Agent may at any time and from time to time employ and maintain on such Grantor’s premises a custodian selected by the Collateral Agent who shall have full authority to do so by any applicable statute, law, rule or regulation, all acts necessary to protect the Collateral Agent’s (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects for the benefit of the Indenture Trustee’s business or that Secured Creditors) interest. All expenses incurred by the Collateral Agent, on behalf of its Affiliatesthe Secured Creditors, (C) pursuant by reason of the employment of such custodian shall be paid by such Grantor on demand from time to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining time and shall be added to the transactions contemplated Secured Obligations secured by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialCollateral, and provided further, that any amounts not so paid on demand (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the Indenture Trustee promptly notifies date of demand until paid in full at the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsDefault Rate.

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it (a) Each Loan Party will permit the Agent and the Lenders, by their respective employees, representatives and agents, from time to time upon two (2) Business Days’ prior notice (i) with respect to field examinations, audits and appraisals not more than once a year unless a Default of Unmatured Default exists and is continuing, and (ii) with respect to all other inspections contemplated by this Section 6.10(a), as frequently as Agent reasonably determines to be appropriate, to (A) inspect any representative of the Indenture TrusteeProperty, during the Issuing Entity’s normal business hoursCollateral, to examine all and the books and financial records of such Loan Party, (B) examine, audit and make extracts or copies of the books of account, records, reports accounts and other papers financial records of such Loan Party, (C) have access during normal business hours to its properties, facilities, the Issuing EntityCollateral and its advisors, to make copies officers, directors and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and employees to discuss the Issuing Entity’s affairs, finances and accounts with of such Loan Party, and (D) review, evaluate and make test verifications and counts of the Issuing Entity’s officersAccounts, employees Inventory and Independent certified public accountantsother Collateral of such Loan Party. If a Default or an Unmatured Default has occurred and is continuing, each Loan Party shall provide such access to the Agent and to each Lender at all at such reasonable times and without advance notice. Furthermore, so long as often as any Default has occurred and is continuing, each Loan Party shall provide the Agent and each Lender with access to its suppliers. Each Loan Party shall promptly make available to the Agent and its counsel originals or copies of all books and records that the Agent may reasonably request. The Loan Parties acknowledge that from time to time the Agent may prepare and may distribute to the Lenders certain audit reports pertaining to the Loan Parties’ assets for internal use by the Agent and the Lenders from information furnished to it by or on behalf of the Loan Parties, after the Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower hereby acknowledges that (i) the Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”), and (ii) certain of the Lenders may be reasonably requested“public-side” Lenders (i.e., Lenders that do not wish to receive material non- public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Indenture Trustee shall Borrower hereby agrees to make all Borrower Materials that the Borrower intends to be made available to Public Lenders clearly and shall cause conspicuously designated as “PUBLIC”. By designating Borrower Materials as “PUBLIC”, the Borrower authorizes such Borrower Materials to be made available to a portion of the Platform designated “Public Investor”, which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to the Borrower or its representatives to hold in confidence all such information; securities for purposes of United States federal and state securities laws (provided, however, that to the foregoing extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.11). Notwithstanding the foregoing, the Borrower shall not be construed under any obligation to prohibit: ▇▇▇▇ any Borrower Materials “PUBLIC”. The Borrower agrees that (ix) disclosure of any Loan Documents, and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (iiy) disclosure of any financial statements and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) related documentation delivered pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration Section 6.1 will be deemed “public-side” Borrower Materials and may be made available to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsPublic Lenders.

Inspection. The Issuing Entity agrees that(a) Each Loan Party will, on reasonable prior noticeand will cause each of its Subsidiaries to, it will permit Agent, Revolving Agent, and their respective duly authorized representatives or agents to visit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursits properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with, and to be advised as to the same by, its officers and employees (provided, that an authorized representative of Borrowers shall be allowed to be present) at such times and intervals as Agent or Revolving Agent, as applicable, may reasonably designate (but so long as no Event of Default has occurred and is continuing, (x) not more than twice per fiscal year of the Borrower and (y) each inspection after the first per fiscal year of the Borrower shall be at Agent's expense) and, so long as no Default or Event of Default has occurred and is continuing, with reasonable prior notice to Borrowers and during regular business hours, at Borrowers' expense, subject to the Issuing Entity’s officerslimitations set forth below in Section 5.7(c). The Loan Parties shall have the right to have a representative present at any and all inspections. (b) Each Loan Party will, employees and Independent certified public accountantswill cause each of its Subsidiaries to, all permit Agent, Revolving Agent, and each of their respective duly authorized representatives or agents to conduct field examinations, (including the Post-Amendment No. 3 Field Examination), appraisals or valuations at such reasonable times and intervals as often Agent or Revolving Agent, as applicable, may be reasonably requesteddesignate (but so long as no Event of Default has occurred and is continuing, not more than twice per fiscal year of the Borrower (including the Post-Amendment No. 3 Field Examination)), at Borrowers' expense, subject to the limitations set forth below in Section 5.7(c) and (d). The Indenture Trustee Loan Parties shall have the right to have a representative present at any and all field examinations, appraisals or valuations. (c) SoSubject to Section 5.7(d) below, so long as no Event of Default shall cause its representatives to hold in confidence all such information; providedhave occurred and be continuing during a calendar year, however, that the foregoing Borrowers shall not be construed obligated to prohibit: reimburse Agent and/or Revolving Agent for any field examinations, financial examinations, appraisals or valuations. (id) disclosure Notwithstanding the foregoing, each Loan Party will, and will cause each of any its Subsidiaries to, permit Revolving Agent and all information that is its duly authorized representatives or becomes publicly known, agents to conduct the Post-Amendment No. 3 Field Examination within the time period specified in the definition thereof (or information obtained by the Indenture Trustee from sources other such earlier date as Revolving Agent and Administrative Borrower may agree in writing) and shall reimburse Revolving Agent for no more than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects $50,000 of the Indenture TrusteeRevolving Agent’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining reasonable and documented out-of-pocket costs and expenses related to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.Post-Amendment No. 3

Inspection. The Issuing Entity agrees thatIf a Default has occurred and is continuing, on the Borrower shall at all reasonable prior times and from time to time upon reasonable notice, it will permit any representative representatives of the Indenture Trustee, during the Issuing Entity’s normal business hours, Lenders to inspect any of its property and to examine all the books of accountand take extracts from its financial books, accounts and records, reports including accounts and other papers of the Issuing Entity, to make copies records stored in computer data banks and extracts therefrom, to cause such books to be audited by Independent certified public accountantscomputer software systems, and to discuss its financial condition with its senior officers and (in the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at presence of such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause of its representatives as it may designate) its auditors, the reasonable expense of all of which shall be paid by the Borrower, provided that: (a) the Lenders’ exercise of their rights under this paragraph does not unreasonably interfere with its operations; (b) the Lenders maintain the confidentiality of all information they receive in accordance with usual requirements of banker / customer confidentiality, and do not disclose or use it except for the purposes of this Agreement; (c) any representative of a Lender who is not an employee of that Lender has executed and delivered an agreement in favour of the Borrower and the Lenders to hold in confidence use any information obtained as a result of any inspection or examination on behalf of a Lender only for the purposes of this Agreement, and has established to the reasonable satisfaction of the Borrower and the Lenders that there is no inherent conflict of interest between the business and clientele of the Borrower and the business and clientele (other than the Lenders) of that representative; (d) unless steps have been taken to enforce all such information; providedor any part of the Obligations, however, that the foregoing Lenders and their representatives shall not be construed entitled to prohibit: (i) disclosure take copies of any portion of the books, accounts and all information records of the Borrower or any Restricted Subsidiary that is would identify any particular customer of the Borrower or becomes publicly known, the usage made by a particular customer or information obtained group of customers of the services offered by the Indenture Trustee from sources other than Borrower or any Restricted Subsidiary, provided that any such access granted to the Issuing Entity or Servicer, Lenders and their representatives shall be subject to any limitations imposed by Applicable Law; (iie) disclosure the examination and inspection does not breach any confidentiality provision of any and all information: (A) if required agreement relating to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any technological aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining computer data banks and hardware and software systems belonging to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsBorrower.

Inspection. (a) The Issuing Entity agrees thatCompany shall permit each Major Investor, on reasonable prior noticeat such Major Investor’s expense, it will permit any representative of to visit and inspect the Indenture Trustee, during the Issuing EntityCompany’s normal business hoursand its subsidiaries’ properties, to examine all the their books of account, records, reports account and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, records and to discuss the Issuing EntityCompany’s and its subsidiaries’ affairs, finances and accounts with the Issuing Entity’s their respective officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationrequested by the applicable Major Investor; provided, however, that the foregoing Company shall not be construed obligated pursuant to prohibit: this Section 2.2 to provide access to any information that (iA) it reasonably deems in good faith to be a trade secret or similar confidential information or (B) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. (b) Each Investor acknowledges and understands that, but for the waiver made herein, such Investor would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all information that is or becomes publicly knownsuch rights, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of and any and all information: (A) if required such other rights of such Investor as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the Initial Offering, each Investor hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to do so by Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any applicable statuteway, lawprosecute, rule assign, transfer, or regulationcause to be commenced any claim, (B) action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver applies to the Inspection Rights of each Investor in such Investor’s capacity as a stockholder and shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee contractual inspection rights of an Investor under any aspects of written agreement with the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsCompany.

Inspection. The Issuing Entity agrees thatSubject to confidentiality obligations, on and except for any information that is subject to attorney-client privilege or other privilege from disclosure (provided, that the Acquired Companies shall use commercially reasonable prior noticeefforts to make alternative arrangements to disclose information forming part of such privileged information in a manner that does not waive or violate such privilege under applicable Law), it will permit any representative of the Indenture TrusteeHolders shall, and shall cause the Acquired Companies to, afford to Acquiror and its accountants, counsel and other Representatives reasonable access during the Interim Period, during the Issuing Entity’s normal business hours, in such manner as to examine not interfere with the normal operation of the Acquired Companies, to all the of their respective properties, books of account, and records, reports Contracts, commitments, and appropriate officers and employees of the Acquired Companies, and shall furnish such Representatives with all financial and operating data and other papers information concerning the affairs of the Issuing Entity, to make copies and extracts therefrom, to cause Acquired Companies as such books to be audited by Independent certified public accountants, and to discuss Representatives may reasonably request for the Issuing Entity’s affairs, finances and accounts with sole purpose of preparing for the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationoperation of the business of the Acquired Companies following the Closing; provided, however, that the foregoing (a) any investigation shall be conducted in accordance with all applicable competition Laws, shall only be upon reasonable notice and shall be at Acquiror’s sole cost and expense, (b) Acquiror and its Representatives shall not be construed to prohibit: (i) disclosure of any and all information that is contact or becomes publicly knownotherwise communicate with the officers, employees, customers or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects vendors of the Indenture Trustee’s business Company or that of its AffiliatesSubsidiaries, (C) pursuant to any subpoenaunless, civil investigative demand or similar demand or request of any courtin each case, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity Company (such approval not to be unreasonably withheld, conditioned or (Edelayed) to any Affiliate, independent or internal auditor, agent, employee or attorney otherwise as expressly permitted by the provisions of the Indenture Trustee having a need to know the samethis Agreement; provided, that the Indenture Trustee advises Acquired Companies will permit and make such recipient of arrangements as reasonably requested by Acquiror to allow Acquiror to communicate with such officers regarding the confidential nature of Transactions, subject to reasonable advance notice and to the information being disclosed and Acquired Companies’ right to review any such recipient agrees to keep such information confidential, and provided further, that communication (if written) or be in the Indenture Trustee promptly notifies the Issuing Entity presence of any disclosure of such information that it is required to make pursuant to the preceding clause communication (Aif verbal), (Bc) Acquiror and its Representatives shall not be permitted as part of such access to perform any environmental sampling or (C) so that testing at any Leased Real Property, including sampling or testing of soil, groundwater, surface water, building materials, or air or wastewater emissions, without the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure prior written consent of the Company (to be withheld, conditioned or delayed in the Company’s sole discretion). All information involved; (iii) obtained by Acquiror, ▇▇▇▇▇▇ Sub and their respective Representatives under this Agreement shall be subject to the Confidentiality Agreement. During any other disclosure authorized visits to any offices, properties or sites of or leased by the Issuing Entity or the Servicer or (iv) disclosure Acquired Companies permitted by this Section 6.2, Acquiror shall comply, and shall cause its Representatives to comply, with all reasonable safety, health and security rules applicable to the other parties premises being visited. Promptly following the issuance of the Company’s audited consolidated balance sheets and statements of income, members’ equity and cash flows of the Acquired Companies together with the auditor’s report thereon, as of and for the year ended December 31, 2024 (the “2024 Audited Financial Statements”), the Company will provide a copy of the 2024 Audited Financial Statements to Acquiror. As of the Closing, the term “Financial Statements” will be deemed to include the 2024 Audited Financial Statements for purposes of Section 4.7(a) (to the transactions contemplated by extent the Basic Documents2024 Audited Financial Statements are available prior to Closing).

Inspection. The Issuing Entity agrees that(a) Holdings shall, on reasonable prior noticeand shall cause each of its Restricted Subsidiaries to, it will permit any representative representatives of the Indenture Trustee, during Agent (at the Issuing Entity’s normal business hoursexpense of the Borrowers) to visit and inspect any of its properties, to examine all the books of accountits corporate, financial and operating records, reports and other papers of the Issuing Entityand, to the extent reasonable, make copies and extracts thereof or abstracts therefrom, to cause such books to be audited by Independent certified public accountantsexamine and audit the Collateral, and to discuss the Issuing Entity’s its affairs, finances and accounts with the Issuing Entity’s officersits directors, employees officers and Independent certified independent public accountantsaccountants (subject to reasonable requirements of confidentiality, all including requirements imposed by law or by contract), in each case at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives during normal business hours, upon reasonable advance notice to hold in confidence all such informationthe Borrowers’ Agent; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure representatives of Holdings may be present during any such visits, discussions and all information that is or becomes publicly knowninspections, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, and (ii) disclosure any visit or inspection conducted pursuant to this Section 7.9(a) shall be limited to once per 12-month period in the absence of the occurrence and continuance of an Event of Default; provided, further, that if Specified Availability is less than 20% of the Maximum Revolver Amount for a period of 20 consecutive Business Days at any and all information: time during any 12-month period, the Agent may (Aat the expense of the Borrowers) conduct one additional visit or inspection during such 12-month period. The Agent may in its reasonable discretion waive any visit or inspection conducted pursuant to this Section 7.9(a) if required to do so by any applicable statute, law, rule or regulation, at the time of determination (Bi) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects Suppressed Availability is greater than 50% of the Indenture Trustee’s business or that of its Affiliates, Maximum Revolver Amount and (Cii) pursuant the Total Indebtedness Leverage Ratio is less than 3.50 to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same1.00; provided, that the Indenture Trustee advises Agent may not waive a visit or inspection conducted pursuant to this Section 7.9(a) for two consecutive 12-month periods. (b) The U.S. Obligors and, subject to clause (d) below, the Canadian Obligors, will grant access to the Agent and its representatives and independent contractors to such recipient Person’s premises, books, records, accounts, Inventory and Rental Equipment in order to enable the Agent to obtain an Appraisal of the confidential nature Rental Equipment at reasonable times during normal business hours and upon reasonable prior notice that the Agent may request in its discretion, independently of or in connection with the visits and inspections provided for in clause (a) above. The Agent shall select any and all appraisers with the consent (not to be unreasonably withheld) of the information being disclosed and Borrowers’ Agent (unless an Event of Default exists, in which case the Agent shall be entitled to select such recipient agrees to keep such information confidentialappraisers in its sole discretion), and provided furtherthe Borrowers’ Agent hereby consents to the use of ▇▇▇▇▇ Asset Services. 138 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2 (c) Absent the occurrence of an Event of Default, during each period of 12 consecutive calendar months commencing on or after the Agreement Date, the Agent shall, at the Borrowers’ expense, conduct Appraisals of the Rental Equipment of the U.S. Obligors not more than one time during any such period; provided, that if at any time during such 12-month period (i) Specified Availability is less than 20% of the Maximum Revolver Amount for a period of 20 consecutive Business Days or (ii) the Company or any of its Subsidiaries enters into an Equipment Securitization Transaction (x) at a time when Suppressed Availability is less than zero or (y) that would result in Suppressed Availability being less than zero, then, in each case, the Borrowers shall, at the Agent’s request, be responsible for the expense of one additional Appraisal of the Rental Equipment of the U.S. Obligors during such 12-month period. The Agent may in its reasonable discretion waive any Appraisal conducted pursuant to this Section Error! Reference source not found. if at the time of determination (i) Suppressed Availability is greater than 50% of the Maximum Revolver Amount and (ii) the Total Indebtedness Leverage Ratio is less than 3.50 to 1.00; provided, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make Agent may not waive an Appraisal conducted pursuant to this Section 7.9(c) for two consecutive 12-month periods. Additionally, at any time an Event of Default has occurred and is continuing, the preceding Agent shall have the right to conduct further Appraisals of the Rental Equipment of the U.S. Obligors in its reasonable discretion at the Borrowers’ expense. Furthermore, at the Borrowers’ Agent’s request, the Agent may conduct further Appraisals of the Rental Equipment of the U.S. Obligors in its reasonable discretion at the Borrowers’ expense. (d) The Agent may conduct Appraisals of the Rental Equipment of the Canadian Obligors in its reasonable discretion at the Borrowers’ expense; provided that any such Appraisals shall be subject to the same limitations as those applicable to the Appraisals of the Rental Equipment of the U.S. Obligors in accordance with clause (A)c) above; provided, further that the number of Appraisals the Agent may conduct during each Fiscal Year pursuant to this clause (d) shall never exceed the number of Appraisals the Agent conducts during such Fiscal Year pursuant to clause (c) above. (e) Nothing in this Section Error! Reference source not found. shall require Holdings or its Subsidiaries to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings or its Subsidiaries, (Bii) in respect of which disclosure to the Agent or any Lender (Cor any of their respective representatives or contractors) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; is prohibited by applicable Laws, (iii) any other disclosure authorized by the Issuing Entity that is subject to attorney-client or the Servicer similar privilege or constitutes attorney work product or (iv) disclosure in respect of which the Borrowers or any of their Subsidiaries owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the other parties to the transactions contemplated by the Basic Documentsrequirements of this Section 7.9Error! Reference source not found.).

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit Mortgagee (by any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s its officers, employees and Independent certified public accountantsagents), all on behalf of the Lenders, shall have the right upon prior notice to an officer of the Grantor, and at such any reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedduring the Grantor's usual business hours, however, that the foregoing shall not be construed to prohibit: (i) disclosure to inspect the Collateral, all records related thereto (and to make extracts or copies from such records), and the premises upon which any of the Collateral is located (subject to any and all information restriction on inspection contained in a Lease with respect to the Aircraft or related Collateral; provided that is or becomes publicly knownnotwithstanding any such Lease, or information obtained (A) any Person designated by the Indenture Trustee from sources other than Mortgagee may inspect such Aircraft and Engines at any reasonable time upon an event of default under such Lease and (B) upon any Event of Default, any Person designated by the Issuing Entity or ServicerMortgagee may inspect the Aircraft and Engines at any time), and (ii) disclosure of to discuss the Grantor's affairs and finances with any Person and all information: (A) if required to do so by verify with any applicable statutePerson other than account debtors the amount, lawquality, rule or regulationquantity, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliatesvalue and condition of, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officerother matter relating to, directorthe Collateral and, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) if an Event of Default has occurred and is continuing, to discuss the Grantor's affairs and finances with the Grantor's Lessees and account debtors and to verify the amount, quality, value and condition of, or any other disclosure authorized matter relating to, the Collateral and such Lessees and account debtors. Upon or after the occurrence and during the continuation of an Event of Default, the Mortgagee may at any time and from time to time employ and maintain on the Grantor's premises a custodian selected by the Issuing Entity or Mortgagee who shall have full authority to do all acts necessary to protect the Servicer or Mortgagee's (ivfor the benefit of the Lenders) disclosure interest. All expenses incurred by the Mortgagee, on behalf of the Lenders, by reason of the employment of such custodian shall be paid by the Grantor, added to the other parties to the transactions contemplated Obligations and secured by the Basic DocumentsCol lateral.

Inspection. The Issuing Entity agrees thatDesignated Collateral Subagent (by any of its officers, employees and agents), on reasonable prior notice, it will permit any representative behalf of the Indenture TrusteeGeneral Secured Parties, shall have the right upon prior notice to an executive officer of any Grantor, and at any reasonable times during the Issuing Entity’s normal such Grantor's usual business hours, to examine inspect the Collateral, all records related thereto (and to make extracts or copies from such records), and the books of account, records, reports and other papers premises upon which any of the Issuing EntityCollateral is located, to make copies discuss such Grantor's affairs and extracts therefromfinances with any Person (other than Persons obligated on any Accounts ("Account Debtors") except as expressly otherwise permitted in any of the Transaction Documents) and to verify with any Person other than (except as expressly otherwise permitted in any of the Transaction Documents) Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral and, if an Event of Default has occurred and is continuing, to cause discuss such books Grantor's affairs and finances with such Grantor's Account Debtors and to verify the amount, quality, value and condition of, or any other matter relating to, the Collateral with such Account Debtors. Upon or after the occurrence and during the continuation of an Event of Default, the General Collateral Agent or the Designated Collateral Subagent may at any time and from time to time employ and maintain on such Grantor's premises a custodian selected by the Designated Collateral Subagent who shall have full authority to do all acts necessary to protect the General Collateral Agent's (for the benefit of the General Secured Parties) security interests in the Collateral. All reasonable expenses incurred by the General Collateral Agent or the Designated Collateral Subagent, or both of them, on behalf of the General Secured Parties, by reason of the employment of such custodian shall be audited paid by Independent certified public accountantssuch Grantor on demand from time to time and shall be added to the Secured Obligations secured by the Collateral, and any amounts not so paid on demand (in addition to discuss other rights and remedies resulting from such nonpayment) shall bear interest from the Issuing Entity’s affairs, finances and accounts with date of demand until paid in full at the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsDefault Rate.