Common use of Inspection Clause in Contracts

Inspection. The Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege.

Inspection. (a) The Borrower shall permit, shall cause each Borrower Party and the Affiliated Project Parties to permit, and shall use commercially reasonable 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, during normal business hours and at such intervals as such Person shall reasonably request, to visit and inspect the Project and to witness and verify the Completion Tests, to examine, copy and make extracts from its (and their) books and records relating to the Project, to inspect its Properties, and to discuss its (and their) business and affairs related to the Project with its (and their) officers and engineers, 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 will cause each of its Subsidiaries other Borrower Party to, permit authorize its auditors (whose fees and expenses shall be for the account of the Borrower) to communicate directly with the officers and designated representatives of the Administrative Agent and, if reasonably necessary, the Independent Engineer, in each case with reasonable cause at any reasonable time and any or each Lenderupon prior written notice to the Borrower, by regarding its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agentoperations; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent written correspondence shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior made with a concurrent copy delivered to the occurrence 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 communications made during the continuance of a Default or Event of Default). (b) The Borrower shall permit, and shall cause each other Borrower Party to permit, the Administrative Agent will use reasonable efforts to minimize any disruption Agent, the Independent Engineer and, 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 discussextent reasonably necessary, any document, information or other matter that Independent Consultant to review (i) constitutes non-financial trade secretsall Plans and Specifications, (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 quality control data and performance test data, and (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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive other data relating to the requests Project or to the progress of construction as may be reasonably requested by the Administrative Agent, the Independent Engineer or such other Independent Consultant. Further, the 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 Lender other 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 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 Project or any of their respective representatives and agents, in a manner that will protect component thereof (whether any such privilegetest is to be conducted on or off the Site).

Inspection. The Borrower Issuer will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent Required Purchasers to visit and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books properties of the Issuer and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the Borrower and each of its Subsidiaries (each an “Inspection”)applicable Person are located, to examine inspect, copy and make copies of the books of accounts take extracts from its and other their respective financial records of the Borrower and each of its Subsidiariesaccounting records, and to discuss the its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Issuer (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion) at the expense of the Borrower Issuer, all upon reasonable notice and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designateduring normal business hours; provided that, unless a Default or Event of Default has occurred and is continuing, that (a) Inspections only the Purchaser Representative on behalf of and at the direction of the Required Purchasers may only be made by exercise the Administrative Agent; provided, that any Lender may accompany rights of the Administrative Agent during any such Inspection Required Purchasers under this Section 5.06 and (b) except as expressly set forth in the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior to proviso below during the occurrence continuance of a Default or an Event of Default, the Administrative Agent will use reasonable efforts to minimize Purchaser Representative shall not exercise such rights more often than one time during any disruption to calendar year; provided, further, that when an Event of Default exists, the business Purchaser Representative (or any of its representatives or independent contractors) at the direction of the Borrower Required Purchasers may do any of the foregoing at the expense of the Issuer at any time during normal business hours and its Subsidiaries. Notwithstanding upon reasonable advance notice; provided, further, that notwithstanding anything to the contrary in this Section 6.10herein, none of neither the Borrower or Issuer nor any of its Subsidiaries will Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts offrom, or discuss, discuss any document, information information, or other matter (A) that (i) constitutes non-financial trade secretssecrets or non-financial proprietary information of the Issuer and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender such Purchaser (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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agentsor contractors) is prohibited by applicable Requirements of Law, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) in a manner respect of which the Issuer or any Restricted Subsidiary owes confidentiality obligations to any third party (provided that will protect such privilegeconfidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspection. The Borrower willIssuer agrees that, and on reasonable prior notice, it will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any representative of the Property, corporate books and financial records of Indenture Trustee or the Borrower and each of its Subsidiaries (each an “Inspection”)Backup Servicer during the Issuer’s normal business hours, to examine and make copies of all the books of accounts account, records, reports and other financial records papers of the Borrower Issuer, to make copies and each of its Subsidiariesextracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts of with the Borrower Issuer’s officers, employees and each of its Subsidiaries withindependent certified public accountants, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the Administrative Agent 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 Lender may designate; provided thatdisclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, unless a Default or Event of Default has occurred and is continuing, (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent foregoing shall not be entitled construed to 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 prohibit (i) constitutes non-financial trade secretsdisclosure of any and all information that is or becomes publicly known 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 Issuer, (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 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 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, the Backup Servicer or an affiliate or an officer, director, employer or shareholder thereof is a party, (D) in respect of which disclosure any preliminary or final offering circular, registration statement or contract or other document pertaining to the Administrative Agent transactions contemplated herein approved in advance by the Issuer or (E) to any Lender (affiliate, independent or their respective representatives internal auditor, agent, employee or agents) is prohibited by Law attorney of the Indenture Trustee or any binding agreement with any third party the Backup Servicer having a need to know the same; provided, that, the Indenture Trustee or the Backup Servicer advises such recipient of the confidential nature of the information being disclosed, or (iii) in any other disclosure authorized by 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeIssuer.

Inspection. The Borrower willRevolving Administrative Agent (by any of its officers, employees and agents), on behalf of the Secured Parties, shall have the right upon prior notice to an executive officer of any Grantor, and will cause each of its Subsidiaries to, permit the Administrative Agent and at any or each Lender, by its respective representatives and agentsreasonable times during such Grantor’s usual business hours, to inspect the Collateral (including inspecting Vehicles and conducting random samples of the Net 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 Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)Collateral is located, to examine discuss such Grantor’s affairs and make copies of finances with any Person (other than Persons obligated on any Accounts (“Account Debtors”) except as expressly otherwise permitted in the books of accounts and other financial records of the Borrower and each of its Subsidiaries, Loan Documents) and to discuss verify with any Person other than (except as expressly otherwise permitted in the affairsLoan Documents) Account Debtors the amount, finances quality, quantity, value and accounts of condition of, or any other matter relating to, the Borrower and each of its Subsidiaries withCollateral and, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Default or if an Event of Default has occurred and is continuing, (a) Inspections may only be made by to discuss such Grantor’s affairs and finances with such Grantor’s Account Debtors and to verify the Administrative Agent; providedamount, that quality, value and condition of, or any Lender may accompany other matter relating to, the Administrative Agent during any Collateral with such Inspection and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month periodAccount Debtors. Prior to Upon or after the occurrence and during the continuation of a Default or an Event of Default, the Revolving Administrative Agent will use reasonable efforts may at any time and from time to minimize any disruption 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 business Revolving Administrative Agent’s (for the benefit of the Borrower and its SubsidiariesSecured Parties) interest. Notwithstanding anything to All expenses incurred by 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Revolving Administrative Agent, on behalf of the Secured Parties, by reason of the employment of such custodian shall be paid by such Grantor on demand from time to time and shall be added to the Secured Obligations secured by the Collateral, and any Lender or any amounts not so paid on demand (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of their respective representatives and agents, demand until paid in a manner that will protect such privilegefull at the Default Rate.

Inspection. The Borrower willLandlord 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, mortgagees or tenants; (iii) to conduct tests, inspections and will cause each surveys to determine whether Tenant is complying with all of its Subsidiaries to, permit obligations hereunder; (iv) to post notices of nonresponsibility or other notices that may be permitted hereunder; (v) to post "to Lease" signs of reasonable size upon the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any Premises during the last ninety (90) days of the Property, corporate books Term; and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), vi) to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and repairs required or permitted to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 made by Landlord or repairs to any adjoining space or any utility systems or to make repairs, alterations or additions to any other portion of the Administrative AgentBuilding 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 Lender injury or inconvenience to or interference with ▇▇▇▇▇▇'s business or any loss of occupancy or quiet enjoyment of the Premises resulting from ▇▇▇▇▇▇▇▇'s entry into the Premises or any work performed therein by Landlord. Landlord shall at all times have a key to all doors in and about the Premises (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 means which Landlord may accompany deem proper in an emergency to obtain entry to the Administrative Agent during Premises. Tenant also shall provide Landlord with written notice of the name, address, telephone number, and ▇▇▇▇▇▇'s account number of the burglar alarm company (if any) utilized by Tenant for the Premises. Any entry to the Premises by any such Inspection and (b) the Administrative Agent of said means or otherwise shall not under any circumstances be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior to the occurrence of deemed a Default forcible or Event of Default, the Administrative Agent will use reasonable efforts to minimize any disruption to the business unlawful entry into or a detainer of the Borrower and its Subsidiaries. Notwithstanding anything to Premises or an eviction (actual or constructive) of Tenant from 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegePremises.

Inspection. The Borrower willEach Credit Party shall, and will shall cause each of its Restricted Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, independent contractors of Agent to visit and inspect any Properties of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)any Credit Party, to examine its corporate, financial and operating records, and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiariesthereof or abstracts therefrom, and to discuss the its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower Credit Parties and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as during normal business hours, upon reasonable advance notice to the Administrative Agent or such Lender may designateBorrower; provided that, unless a Default or that Agent shall not exercise such rights more often than one (1) time during any calendar year absent the existence and continuance of an Event of Default; provided further that when an Event of Default has occurred exists, Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Credit Parties at any time during normal business hours and is continuing, (a) Inspections may only be made by without advance notice. Agent shall give the Administrative AgentBorrower the opportunity to participate in any discussions with the Borrower’s independent public accountants; provided, provided further that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to 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 Subsidiariesrepresentatives 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 6.104.9, none of the Borrower or any of its Restricted Subsidiaries will be required to disclose, disclose or permit the inspection, examination inspection or making copies or abstracts discussion of, or discuss, any document, information or other matter that (i) that constitutes non-financial trade secretssecrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agentscontractors) is prohibited by Requirements of Law or any legally binding confidentiality agreement with any third party or (iii) in the Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded that is subject to attorney work product client or similar privilegeprivilege or constitutes attorney work product; provided that, provided that in each case, the Borrower shall make available redacted versions of requested documents or, if unable advise Agent that information is being withheld and shall use its commercially reasonable efforts to do so consistent with the preservation obtain a waiver of such privilegeobligation and/or communicate, shall endeavor in good faith otherwise to disclose information responsive to the requests of extent feasible, the Administrative Agent, any Lender or any of their respective representatives and agents, applicable information in a manner way that will protect such privilegewould not violate the applicable obligation.

Inspection. The Borrower (a) Each Loan Party will, and will cause each of its Subsidiaries to, permit the Administrative Agent and Agent, any or each Lender, by and each of their respective duly authorized representatives or agents to visit any of its respective representatives properties and agents, to inspect any of the Property, corporate its assets or books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)records, to examine and make copies of the its books of accounts and other financial records of the Borrower and each of its Subsidiariesrecords, and to discuss the its affairs, finances finances, and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective its officers and employees (provided, that an authorized representative of a Borrower shall be allowed to be present) at such reasonable times and intervals as the Administrative Agent or such Lender any Lender, as applicable, may designate; provided thatdesignate and, unless a so long as no Default or Event of Default has occurred and is continuing, (a) Inspections may only be made by with reasonable prior notice to Borrowers and during regular business hours, at Borrowers’ expense in accordance with the Administrative Agent; providedprovisions of this Agreement, that any Lender may accompany subject to the Administrative Agent during any such Inspection and 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 Administrative Agent 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 continuing during a calendar year, Borrowers shall not be entitled obligated to make reimburse Agent for more than one field examinations in such calendar year (increasing to two field examinations if an Increased Inspection Event has occurred during such calendar year), and one inventory appraisals in such calendar year (2) Inspections in any twelve (12) month period. Prior increasing to the occurrence of a Default or two inventory appraisals if an Increased Inspection 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of has occurred during such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agentscalendar year), in each case, except for field examinations and appraisals conducted in connection with a manner that will protect such privilegeproposed Permitted Acquisition (whether or not consummated).

Inspection. The Borrower willIssuer agrees that, and on reasonable prior notice, it will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any representative of the PropertyIndenture Trustee or the Commission, corporate books and financial records of during the Borrower and each of its Subsidiaries (each an “Inspection”)Issuer’s normal business hours, to examine and make copies of all the books of accounts account, records, reports and other financial records papers of the Borrower Issuer, to make copies and each of its Subsidiariesextracts therefrom, to cause such books to be audited annually by Independent registered public accountants, and to discuss the Issuer’s affairs, finances and accounts of with the Borrower Issuer’s officers, employees and each of its Subsidiaries withIndependent registered public accountants, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as often as may be reasonably requested. The Indenture Trustee and the Administrative Agent or Commission shall, and shall cause its representatives to, hold in confidence all such Lender information except to the extent disclosure may designate; provided thatbe required by applicable 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. Notwithstanding anything herein to the contrary, unless a Default or Event of Default has occurred and is continuing, the preceding sentence shall not be construed to prohibit (a) Inspections may only be made disclosure of any and all information that is or becomes publicly known, or information obtained by the Administrative Agent; providedIndenture Trustee from sources other than the Issuer, that any Lender may accompany the Administrative Agent during any provided such Inspection and parties are rightfully in possession of such information, (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in disclosure of 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, all information or other matter that (i) constitutes non-financial trade secretsif required to do so by any applicable statute, law, rule or regulation, (ii) in respect pursuant to any subpoena, civil investigative demand or similar demand or request of which disclosure to the Administrative Agent any court or any Lender (or their respective representatives or agents) is prohibited by Law or any binding agreement with any third party or regulatory authority exercising its proper jurisdiction, (iii) in any preliminary or final prospectus, registration statement or other document a copy of which has been filed with the Borrower’s reasonable judgmentSEC, would compromise (iv) to any attorney-client privilegeAffiliate, privilege afforded independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to attorney work product or similar privilegeknow the same, provided that such parties agree to be bound by the Borrower shall make available redacted versions of requested documents or, if unable confidentiality provisions contained in this Section 3.21 or (v) to do so consistent with any Rating Agency or (c) any other disclosure authorized by the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeIssuer.

Inspection. The Borrower will7.1 Seller agrees that Purchaser shall have until September 27, 2004 (the "INSPECTION PERIOD") in which to make 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 will cause each the Improvements at all reasonable times; 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 Subsidiaries to, permit the Administrative Agent and any duly authorized agents or each Lender, by its respective representatives and agentsrepresentatives, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine 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 of accounts and other financial records of the Borrower Property notwithstanding the fact that the Inspection Period (and each 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 return all such information and items to 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 Subsidiariesinspection. Purchaser will indemnify, defend and to discuss the affairshold Seller harmless from any and all loss, finances and accounts cost, expense, damage, liability, action or cause of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to 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 action arising from (i) constitutes non-financial trade secretsany physical property damage caused by Purchaser in the course of any inspection, study or investigation by Purchaser, (ii) any injury to persons caused by Purchaser in respect the course of which disclosure to the Administrative Agent such inspection, study or any Lender (or their respective representatives or agents) is prohibited by Law or any binding agreement with any third party or investigation and (iii) any 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 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 liabilities to the other hereunder. Notwithstanding anything set forth herein to the contrary, in the Borrower’s reasonable judgmentevent that Purchaser does not affirmatively and unequivocally elect, would compromise any attorney-client privilege, privilege afforded by written notice to attorney work product or similar privilege, provided that the Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive Seller thereof prior to the requests expiration of the Administrative AgentInspection 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 their respective representatives the ▇▇▇▇▇▇▇ Money then on hand with Escrow Agent hereunder shall be delivered to Seller and agentsseventy-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 a manner 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 will protect such privilegePurchaser 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 Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such At all reasonable times and intervals as upon at least 15 days' prior written notice to Lessee, Lessor, the Administrative Agent Owner Participant or such Lender the Indenture Trustee or their respective authorized representatives may designate; provided that, (not more than once every calendar year (unless a Default or an Event of Default has occurred and is continuingcontinuing 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 (aor 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 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, 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) Inspections may one scheduled major overhaul during each three year period of the Term and (ii) (notwithstanding the foregoing clause (i) but only be made by if a major overhaul is scheduled during the Administrative Agentlast 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 extend in any Lender may accompany manner the Administrative Agent during any such Inspection conduct or duration of the major overhaul and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in direct 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 work performed in connection with such overhaul. In addition and its Subsidiaries. Notwithstanding anything notwithstanding the foregoing, Lessee agrees 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) constitutes non-financial trade secrets, 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) in respect fully cooperate with any inspections of which disclosure to the Administrative Agent Aircraft and any books, record or logs related thereto, conducted by or behalf of by the Manufacturer under the Residual Agreement or any Lender (Person who is the counterparty to any Successor Residual Agreement. None of Lessor, the Owner Participant or their respective representatives or agents) is prohibited by Law or the Indenture Trustee shall have any binding agreement with duty to make 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 such inspection nor shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect them incur any liability or obligation by reason of not making such privilegeinspection.

Inspection. The Borrowers shall permit Agent and its representatives to make such verifications and inspections of the Collateral and to make audits and inspections, at any time during normal business hours of such Borrower willand as frequently as Agent reasonably desires upon reasonable advance notice to such Borrower, of Borrowers’ books, accounts, records, correspondence and such other papers as it may desire and of Borrowers’ premises and the Collateral. Borrowers shall supply Agent with copies and shall permit Agent to copy such records and papers as Agent shall request, and will cause each of its Subsidiaries toshall permit Agent to discuss Borrowers’ affairs, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiariesfinances, and accounts with Borrowers’ employees, officers, and independent public accountants (and by this provision each Borrower hereby authorizes said accountants to discuss with Agent the affairs, finances and accounts affairs of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers such Borrower) all at such reasonable times and intervals as often as may be reasonably requested. Borrowers further agree to supply Agent with such other reasonable information relating to the Administrative Collateral and to Borrowers as Agent or such shall request. In the event of litigation between any Borrower and Agent, Agent’s right of civil discovery shall be in addition to, and not in lieu of its rights under this Section 9.2. Each Lender may designate; provided thatshall have the right, unless a Default or Event of Default has occurred and is continuingat its own expense, (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may to accompany the Administrative Agent during on any such Inspection audit or inspection. No Availability calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the ordinary course of business until completion of all applicable field examinations or audits and appraisals (b) the Administrative Agent which costs shall not be entitled to 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) constitutes 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) included in the Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded limits provided above) satisfactory to attorney work product or similar privilege, provided that the Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor Agent in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeits Permitted Discretion.

Inspection. The Borrower willAt all reasonable times and upon at least 15 days prior written notice to Lessee, the Owner Participant or the Indenture Trustee, or their respective authorized representatives, may inspect the Aircraft and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of Lessee and any Sublessee required to be maintained by the Borrower 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 Aircraft (at Lessor's, the Owner Participant's or the Indenture Trustee's risk and each of its Subsidiariesexpense, as the case may be) and shall keep any information or copies obtained thereby confidential and shall not disclose the same to any Person, except (A) to the Lessor, the Note Holders and to discuss prospective and permitted transferees of Lessor's, the affairsOwner Participant's, finances the Note Holders' or the Indenture Trustee's interest (and accounts of the Borrower such prospective and each of its Subsidiaries withpermitted transferee's counsel, and independent insurance advisors or other agents) who agree to be advised as to the same by, their respective officers at hold such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Default or Event of Default has occurred and is continuinginformation confidential, (aB) Inspections to Lessor's, the Owner Participant's, the Note Holders' or the Indenture Trustee's counsel, independent insurance advisors or other agents who agree to hold such information confidential, or (C) as may only be made required by the Administrative Agent; any statute, court or administrative order or decree or governmental ruling or regulation, provided, however, that any Lender and all disclosures permitted by clause (C) above shall be made only to the 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 accompany in its sole discretion withhold; provided that no exercise of such inspection right shall interfere with the Administrative Agent 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 such Inspection manner the normal conduct or duration of the scheduled heavy maintenance visit, and (b) the Administrative Agent shall not be entitled to direct any of the work performed in connection with such scheduled heavy maintenance visit. Neither the Owner Participant nor the Indenture Trustee shall have any duty to make more than two 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 (26) Inspections in any twelve (12) month period. Prior to months of the occurrence Term or during the continuance of a Default or an Event of Default, all inspections by the Administrative Agent 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 the Owner Participant and the Indenture Trustee, be limited to one (1) inspection of any kind 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), with reasonable notice, Lessee will use cooperate and cause any Sublessee to cooperate, at Lessor's sole cost, in all reasonable respects with the efforts of Lessor to minimize sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect the Aircraft, any disruption maintenance records relating to the business Aircraft then required to be retained by the FAA or by the comparable government of registry of the Borrower and its Subsidiaries. Notwithstanding anything to Aircraft, all in accordance with the contrary in this Section 6.10, none provisions set forth above; provided that any such cooperation shall not interfere with the normal operation or maintenance of the Borrower Aircraft by, or the business of, Lessee 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeSublessee.

Inspection. (a) The Borrower willagrees that, with reasonable prior notice, it will permit, and will cause each of its Subsidiaries toSubsidiary to permit, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any consultants of the PropertyLender Parties, corporate books and financial records of during the Borrower and each of its Subsidiaries (each an “Inspection”)applicable Relevant Party's normal business hours, to examine and make copies of on-site all the books of accounts account, records, reports and other financial records papers of the Borrower Relevant Parties, to make copies and each of its Subsidiariesextracts therefrom, and the Borrower further agrees to discuss the their affairs, finances and accounts with the officers, employees, Independent certified public accountants and other consultants of the Borrower and each of its Subsidiaries withsuch Lender Parties, and to be advised as to the same by, their respective officers all at such reasonable times and intervals 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 requested by Administrative Agent from time to time. (b) The Borrower will permit, and shall cause each Subsidiary to permit, the Administrative Agent or such Lender may designate; provided thatto conduct, unless a Default or Event in each case, at the sole cost and expense of Default has occurred the Borrower, field audits and is continuingexaminations of the Projects, (a) Inspections may only be made by and appraisals of the Administrative AgentProjects; provided, that, (i) 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 an Event of Default, there shall be no limit on the number of additional field audits and examinations and appraisals that any Lender may accompany shall be permitted at the Administrative Agent during any such Inspection Borrowers’ expense) and (bii) except during the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior to the occurrence continuance of a Default or an Event of Default, the Administrative Agent will use reasonable efforts to minimize any disruption to the business of shall consult with the Borrower regarding the costs 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation expenses of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives field audits and agents, in a manner that will protect such privilegeexaminations and appraisals.

Inspection. The Borrower will(a) At all times during the term hereof, 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, reasonable access during normal business hours to the Servicer's records and files relating to the Receivables and the Trust Property and will cause its personnel to assist in any 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 term hereof, the Servicer shall keep available at its office located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (or such other location as to which it shall give written notice to the Indenture Trustee), for inspection by the Owner Trustee, the Note Insurer, the Indenture Trustee and Noteholders, a copy of the Schedule 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 Subsidiaries torights under this Section 2.21 or otherwise, permit shall be maintained by the Administrative Agent Owner Trustee or the Indenture Trustee in confidence and shall not be disclosed to any other person, except as otherwise required by applicable law or each Lenderregulation. (d) The Servicer will, by its respective representatives and agentsat the Owner Trustee's or the Note Insurer's request, to inspect any provide the Owner Trustee, the Indenture Trustee or the Note Insurer with a data extract disk of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiariesportfolio information. One disk per month will be provided without charge, and to discuss the affairs, finances and accounts of Owner Trustee will pay the Borrower and Servicer $125.00 each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agentfor any subsequent disks; provided, however, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent additional fee for subsequent disks shall not be entitled apply to make more than two (2) Inspections in any twelve (12) month period. Prior disks provided to the occurrence of a Default or Event of DefaultOwner Trustee, the Administrative Agent will use reasonable efforts Indenture Trustee or the Note Insurer to minimize any disruption correct information previously provided by the Servicer to the business of Owner Trustee or 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeNote Insurer.

Inspection. The Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agent; providedThe AESO and its Representatives shall, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to make more than at all times upon two (2) Inspections in Business Days' prior notice, at any twelve (12) month period. Prior time after the Contract Date, have access to the occurrence Facility and every part thereof, and all relevant records during regular business hours and the Generator shall, and shall cause all personnel operating and managing the Facility, to furnish the AESO with all reasonable assistance in inspecting the Facility (including the right to be provided with copies of a Default or Event any and all written records and downloads of Default, any and all electronic records as reasonably required) for the Administrative Agent will use reasonable efforts to minimize any disruption purpose of ascertaining compliance with this Agreement; provided that such access and assistance shall be carried out in accordance with and subject to the business reasonable safety and security requirements of the Borrower Generator and its Subsidiariesall personnel operating and managing the Facility, as applicable, and shall not interfere with the operation of the Facility. Notwithstanding anything The Generator shall ensure that any confidentiality agreements or arrangements between it and any third party (including any Subcontractor or other supplier of goods or services to the contrary in this Section 6.10Generator) shall not have the effect of preventing, none of impairing or delaying any disclosure or access to or by the Borrower AESO or any of its Subsidiaries will be required 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 disclosedetermine compliance with this Agreement. Generator shall obtain from all Subcontractors, permit third parties or manufacturers any permission or consent which is necessary to enable the inspectionAESO's representatives to perform such measurement, examination test or making copies or abstracts ofinvestigation. Generator shall provide reasonable cooperation (but without obligation to incur material expense) to facilitate any such measurements, or discuss, any document, information tests or other matter that (i) constitutes non-financial trade secretsinvestigations. The AESO shall conduct all such measurements, (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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives tests and agents, investigations in a manner that will protect such privilegenot 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 inspection by or on behalf of the AESO. In no event will any inspection by the AESO hereunder be a representation that there has been or will be compliance with this Agreement and Applicable Laws.

Inspection. The Borrower willIssuer agrees that, and on reasonable prior notice, it will cause each permit any representative of its Subsidiaries to, permit the Administrative Agent Indenture Trustee and any or each Lender, by its respective representatives and agents, to inspect any representative of the PropertyIndiana Commission or Public Staff, corporate books and financial records of during the Borrower and each of its Subsidiaries (each an “Inspection”)Issuer’s normal business hours, to examine and make copies of all the books of accounts account, records, reports and other financial records papers of the Borrower Issuer, to make copies and each of its Subsidiariesextracts therefrom, to cause such books to be audited annually by Independent registered public accountants, and to discuss the Issuer’s affairs, finances and accounts of with the Borrower Issuer’s officers, employees and each of its Subsidiaries withIndependent registered public accountants, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as often as may be reasonably requested. The Indenture Trustee, the Administrative Agent or Indiana Commission and Public Staff shall hold and shall cause its representatives to hold in confidence all such Lender information except to the extent disclosure may designate; provided thatbe required by applicable 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. Notwithstanding anything herein to the contrary, unless a Default or Event of Default has occurred and is continuing, the preceding sentence shall not be construed to prohibit (a) Inspections may only be made disclosure of any and all information that is or becomes publicly known, or information obtained by the Administrative Agent; providedIndenture Trustee from sources other than the Issuer, that any Lender may accompany the Administrative Agent during any provided such Inspection and parties are rightfully in possession of such information, (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in disclosure of 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, all information or other matter that (i) constitutes non-financial trade secretsif required to do so by any applicable statute, law, rule or regulation, (ii) in respect pursuant to any subpoena, civil investigative demand or similar demand or request of which disclosure to the Administrative Agent any court or any Lender (or their respective representatives or agents) is prohibited by Law or any binding agreement with any third party or regulatory authority exercising its proper jurisdiction, (iii) in any preliminary or final prospectus, registration statement or other document a copy of which has been filed with the Borrower’s reasonable judgmentSEC, would compromise (iv) to any attorney-client privilegeaffiliate, privilege afforded independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to attorney work product or similar privilegeknow the same, provided that such parties agree to be bound by the Borrower shall make available redacted versions of requested documents orconfidentiality provisions contained in this Section 3.20, if unable or (v) to do so consistent with any Rating Agency or (c) any other disclosure authorized by the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeIssuer.

Inspection. The Borrower will(a) Lessor, Mortgagee or their respective authorized representatives (the "Inspecting Parties") may, upon reasonable notice to Lessee, inspect the Aircraft, Airframe and Engines (including, without limitation, the Aircraft Documents) and Lessee shall cooperate, and will shall cause each of its Subsidiaries toany Permitted Sublessee to cooperate, permit with the Administrative Agent and Inspecting Parties in connection with any or each Lendersuch inspection (including, by its respective representatives and agentswithout limitation, permitting any such Inspecting Party to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent Aircraft Documents not reasonably deemed confidential by Lessee or such Lender may designate; provided that, unless a Default or Permitted Sublessee). (b) Except during the continuance of any Lease Event of Default has occurred and is continuing, (a) Inspections may only be made by while the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent Section 1110 Period shall not be entitled in effect, any inspection of the Aircraft hereunder shall be limited to make more than two (2) Inspections in a visual, walk-around inspection and shall not include the opening of any twelve (12) month periodpanels, bays or other components of the Aircraft, Airframe or Engines. Prior to Any inspection permitted hereunder, including any inspection conducted during the occurrence continuance of a Default or Lease 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 shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, 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 will protect if a Lease Event of Default shall have occurred and be continuing, Lessee shall bear all such privilegereasonable expenses, except, in the case of a Chapter 11 reorganization, during the Section 1110 Period. (e) If requested by Lessor, Lessee shall promptly advise, or shall cause any Permitted Sublessee to advise, Lessor of the date upon which the Aircraft, Airframe or any Engine undergoes its next scheduled maintenance visit or next major check, and with respect to any Engine, the next off-the-wing maintenance, and shall advise Lessor of the name and location of the relevant maintenance performer. Lessor shall have the opportunity to attend such scheduled maintenance visit or major check, subject to the other provisions of this Section 12.

Inspection. The Borrower willIssuer agrees that, and on reasonable prior notice, it will cause each permit any representative of its Subsidiaries to, permit the Administrative Agent Indenture Trustee and any or each Lender, by its respective representatives and agents, to inspect any representative of the PropertyKansas Commission or Public Staff, corporate books and financial records of during the Borrower and each of its Subsidiaries (each an “Inspection”)Issuer’s normal business hours, to examine and make copies of all the books of accounts account, records, reports and other financial records papers of the Borrower Issuer, to make copies and each of its Subsidiariesextracts therefrom, to cause such books to be audited annually by Independent registered public accountants, and to discuss the Issuer’s affairs, finances and accounts of with the Borrower Issuer’s officers, employees and each of its Subsidiaries withIndependent registered public accountants, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as often as may be reasonably requested. The Indenture Trustee, the Administrative Agent or Kansas Commission and Public Staff shall hold and shall cause its representatives to hold in confidence all such Lender information except to the extent disclosure may designate; provided thatbe required by applicable 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. Notwithstanding anything herein to the contrary, unless a Default or Event of Default has occurred and is continuing, the preceding sentence shall not be construed to prohibit (a) Inspections may only be made disclosure of any and all information that is or becomes publicly known, or information obtained by the Administrative Agent; providedIndenture Trustee from sources other than the Issuer, that any Lender may accompany the Administrative Agent during any provided such Inspection and parties are rightfully in possession of such information, (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in disclosure of 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, all information or other matter that (i) constitutes non-financial trade secretsif required to do so by any applicable statute, law, rule or regulation, (ii) in respect pursuant to any subpoena, civil investigative demand or similar demand or request of which disclosure to the Administrative Agent any court or any Lender (or their respective representatives or agents) is prohibited by Law or any binding agreement with any third party or regulatory authority exercising its proper jurisdiction, (iii) in any preliminary or final prospectus, registration statement or other document a copy of which has been filed with the Borrower’s reasonable judgmentSEC, would compromise (iv) to any attorney-client privilegeaffiliate, privilege afforded independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to attorney work product or similar privilegeknow the same, provided that such parties agree to be bound by the Borrower shall make available redacted versions of requested documents orconfidentiality provisions contained in this Section 3.20, if unable or (v) to do so consistent with any Rating Agency or (c) any other disclosure authorized by the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeIssuer.

Inspection. The Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers Sublessor may at such all reasonable times and intervals as on reasonable notice inspect, or appoint an inspector (including Lender) on its behalf to inspect, the Administrative Agent Aircraft or such Lender may designate; any part thereof, provided that, unless a that if no Default or Event of Default has occurred and is continuing, (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent continuing Sublessee shall not be entitled obliged hereunder to make more than two (2) Inspections permit, or procure permission for, any such inspection that would result in any twelve (12) month period. Prior to an unreasonable disruption of the occurrence operation of a Default the Aircraft or Event the operation of Default, the Administrative Agent will use reasonable efforts to minimize any disruption to the business of Sublessee as an airline. Sublessee agrees to reimburse the Borrower and its Subsidiaries. Notwithstanding anything to out-of-pocket expenses of Sublessor incurred in making any such inspection when such inspection shows that 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) constitutes non-financial trade secrets, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) Aircraft is prohibited by Law or any binding agreement with any third party or (iii) not materially in the Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilegecondition required by the terms of this Agreement, provided that Sublessee shall in all cases pay or reimburse Sublessor for the Borrower costs of such inspection or survey if Sublessor is required by law or change of law to make an inspection or survey. Sublessor shall have no duty to make available redacted versions any such inspection and shall not incur any liability or obligation by reason of requested documents ornot 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, 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 this Agreement to be complied with, but if unable it fails to do so consistent with after receipt of notice requiring it to do so from Sublessor, Sublessor may at the preservation cost and expense of Sublessee, itself arrange for such privilege, repairs to be carried out. Sublessee shall endeavor on demand reimburse the costs and expenses incurred by Sublessor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect effecting such privilegerepairs.

Inspection. The Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such At all reasonable times and intervals as upon at least 15 days' prior written notice to Lessee, Lessor, the Administrative Agent Owner Participant or such Lender the Indenture Trustee or their respective authorized representatives may designate; provided that, (not more than once every calendar year (unless a Default or an Event of Default has occurred and is continuingcontinuing 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 (aor 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 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) Inspections may one scheduled major overhaul during each three year period of the Term and (ii) (notwithstanding the foregoing clause (i) but only be made by if a major overhaul is scheduled during the Administrative Agentlast 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 extend in any Lender may accompany manner the Administrative Agent during any such Inspection conduct or duration of the major overhaul and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections direct any of the work performed in any twelve (12) month periodconnection with such overhaul. Prior to the occurrence None of a Default or Event of DefaultLessor, the Administrative Agent will use reasonable efforts Owner Participant or the Indenture Trustee shall have any duty to minimize make 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 such inspection nor shall any of its Subsidiaries will be required to disclose, permit the them incur any liability or obligation by reason of not making such inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege.

Inspection. The Borrower willIssuer agrees that, and on reasonable prior notice, it will cause each permit any representative of its Subsidiaries to, permit the Administrative Agent Indenture Trustee and any or each Lender, by its respective representatives and agents, to inspect any representative of the PropertyKansas Commission, corporate books and financial records of during the Borrower and each of its Subsidiaries (each an “Inspection”)Issuer’s normal business hours, to examine and make copies of all the books of accounts account, records, reports and other financial records papers of the Borrower Issuer, to make copies and each of its Subsidiariesextracts therefrom, to cause such books to be audited annually by Independent registered public accountants, and to discuss the Issuer’s affairs, finances and accounts of with the Borrower Issuer’s officers, employees and each of its Subsidiaries withIndependent registered public accountants, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as often as may be reasonably requested. The Indenture Trustee and the Administrative Agent or Kansas Commission shall, and shall cause its representatives to, hold in confidence all such Lender information except to the extent disclosure may designate; provided thatbe required by applicable 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. Notwithstanding anything herein to the contrary, unless a Default or Event of Default has occurred and is continuing, the preceding sentence shall not be construed to prohibit (a) Inspections may only be made disclosure of any and all information that is or becomes publicly known, or information obtained by the Administrative Agent; providedIndenture Trustee from sources other than the Issuer, that any Lender may accompany the Administrative Agent during any provided such Inspection and parties are rightfully in possession of such information, (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in disclosure of 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, all information or other matter that (i) constitutes non-financial trade secretsif required to do so by any applicable statute, law, rule or regulation, (ii) in respect pursuant to any subpoena, civil investigative demand or similar demand or request of which disclosure to the Administrative Agent any court or any Lender (or their respective representatives or agents) is prohibited by Law or any binding agreement with any third party or regulatory authority exercising its proper jurisdiction, (iii) in any preliminary or final prospectus, registration statement or other document a copy of which has been filed with the Borrower’s reasonable judgmentSEC, would compromise (iv) to any attorney-client privilegeaffiliate, privilege afforded independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to attorney work product or similar privilegeknow the same, provided that such parties agree to be bound by the Borrower shall make available redacted versions of requested documents orconfidentiality provisions contained in this Section 3.20, if unable or (v) to do so consistent with any Rating Agency or (c) any other disclosure authorized by the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeIssuer.

Inspection. The Borrower (a) Each Loan Party will, and will cause each of its Subsidiaries to, permit the Administrative Agent and Agent, any or each Lender, by and each of their respective duly authorized representatives or agents to visit any of its respective representatives properties and agents, to inspect any of the Property, corporate its assets or books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)records, to examine and make copies of the its books of accounts and other financial records of the Borrower and each of its Subsidiariesrecords, and to discuss the its affairs, finances finances, and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective its officers and employees (provided, that an authorized representative of a Borrower shall be allowed to be present) at such reasonable times and intervals as the Administrative Agent or such Lender any Lender, as applicable, may designate; provided thatdesignate and, unless a so long as no Default or Event of Default has occurred and is continuing, (a) Inspections may only be made by with reasonable prior notice to Borrowers and during regular business hours, at Borrowers’ expense, subject to the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and 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 Administrative Agent limitations set forth below in Section 5.7(c). (c) So long as no Event of Default shall have occurred and be continuing during a calendar year, Borrowers shall not be entitled obligated to make reimburse Agent for more than (i) one (1) field examination in each calendar year (increasing to two (2) Inspections in field examinations if at 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 time during such calendar year Excess Availability is less than 20.0% of the Borrower Maximum Revolver Amount), 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) constitutes non-financial trade secrets, (ii) two (2) inventory appraisals in respect each calendar year (increasing to three (3) inventory appraisals if at any time during such calendar year Excess Availability is less than 20.0% of which disclosure the Maximum Revolver Amount), in each case except for field examinations and appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated), any field examinations and inventory appraisals conducted prior to the Administrative Agent or Closing Date and desktop inventory appraisals conducted during any Lender (or their respective representatives or agents) is prohibited by Law or any binding agreement with any third party or (iii) in the BorrowerIncreased Inventory Period. Additional field examinations and inventory appraisals beyond those reimbursed pursuant to this Agreement may be permitted at Agent’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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives request and agents, in a manner that will protect such privilegeexpense.

Inspection. The Borrower (a) Each Loan Party will, and will cause each of its Subsidiaries to, permit the Administrative Agent and Agent, any or each Lender, by and each of their respective duly authorized representatives or agents to visit any of its respective representatives properties and agents, to inspect any of the Property, corporate its assets or books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)records, to examine and make copies of the its books of accounts and other financial records of the Borrower and each of its Subsidiariesrecords, and to discuss the its affairs, finances finances, and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective its officers and employees (provided, that an authorized representative of a Borrower shall be allowed to be present) at such reasonable times and intervals as the Administrative Agent or any Lender, as applicable, may designate 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 Lender reasonable times and intervals as Agent may designate; provided that, unless a at Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c). So long as no Default or Event of Default has occurred and is continuing, (a) Inspections may only be made by Agent agrees to provide Borrowers with a copy of the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during report for any such Inspection and (b) the Administrative Agent shall not be entitled to 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 valuation upon request by Borrowers so long as (i) constitutes non-financial trade secretssuch report exists, (ii) in respect of which disclosure the third person employed by Agent 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 perform such valuation consents to such disclosure, and (iii) 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 the Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded favor of Agent in such calendar year (increasing to attorney work product or similar privilege, provided that the Borrower shall make available redacted versions of requested documents or, two field examinations if unable to do so consistent with the preservation of an Increased Reporting Event has occurred during such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agentscalendar year), in each case, except for field examinations conducted in connection with a manner that will protect such privilegeproposed Permitted Acquisition, whether or not consummated. Borrowers shall only be obligated to reimburse Agent for other appraisals of Real Property and valuations of other assets during the continuance of an Event of Default.

Inspection. The Borrower willshall, and will shall cause Postal Realty REIT and each of its Subsidiaries Material Subsidiary to, permit the Administrative Agent and, during the existence of an Event of the Default, the Lenders, and any or each Lender, by its respective their duly authorized representatives and agents, agents during normal business hours and subject to the provisions of any applicable Leases to visit and inspect any of the its Property, corporate books books, and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)records, to examine and make copies of the its books of accounts and other financial records (which shall be subject to the confidentiality requirements of the Borrower and each of its SubsidiariesSection 13.20 hereof), and to discuss the its affairs, finances finances, and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers its officers, employees (in the presence of a Responsible Officer) and independent public accountants (and by this provision Postal Realty REIT hereby authorizes such accountants with Postal Realty REIT present to discuss with the Administrative Agent and, 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; provided thatdesignate and, unless a so long as no Default or Event of Default has occurred exists, with reasonable prior notice to Postal Realty REIT and is continuing, (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to make no more often than two (2) Inspections once in any period of 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 Subsidiariesconsecutive months. Notwithstanding anything to the contrary in this Section 6.108.6, none of neither the Borrower Borrower, Postal Realty REIT or any of its Subsidiaries Material Subsidiary will be required to disclose, disclose or permit the inspection, examination inspection or making copies or abstracts discussion of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agentscontractors) is prohibited by Law would be in breach of any confidentiality obligations, fiduciary duty or any binding agreement with any third party law or (iiiii) that is subject to attorney client or similar privilege or constitutes attorney work product; provided that in the Borrower’s event that such entity does not provide information in reliance on the exclusions in this sentence, it shall use its commercially reasonable judgmentefforts to communicate, 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of extent permitted, the Administrative Agent, any Lender or any of their respective representatives and agents, applicable information in a manner way that will protect would not violate such privilegerestrictions.

Inspection. The Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent and each Lender (by any of their officers, employees or each Lender, by its respective representatives and 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 any the Collateral and the other assets of each Borrower and its Subsidiaries and inspect and make extracts from the Property, corporate 106 115 books and financial records of the each Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss (ii) verify the affairsamount, finances quantity, value and accounts condition of, or any other matter relating to, any of the Borrower Collateral (other than Receivables) and each in this connection to review, audit and make extracts from all records and files related to any of its Subsidiaries withthe Collateral, including but not limited to management letters prepared by independent accountants, all during customary business hours at such premises and after reasonable efforts to be advised notify the Borrowers' Representative in advance of such visit. The Lenders shall to the extent reasonably practicable coordinate their visits and 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 Subsidiaries' business, assets, liabilities, financial condition, results of operations and business prospects, insofar as the same by, their respective officers at such reasonable times and intervals as are reasonably related to the rights of the Administrative Agent or such Lender may designate; provided thatthe Lenders hereunder or under any of the Loan Documents, unless with each Borrower's and its Subsidiaries' principal officers and independent accountants, and, at any time when a Default or Event of Default has occurred exists, with any other Person (provided that the Borrowers' acknowledgment of such right is not intended to and is continuing, (a) Inspections may only be made does not constitute a waiver or release by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and Borrowers (b) the Administrative Agent shall not be entitled to 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 (ithem) constitutes non-financial trade secrets, (ii) in respect of which disclosure to the Administrative Agent or any Lender (of or their respective representatives or agents) is prohibited by Law or from any binding agreement with any third party or (iii) in the Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded liability such Person may have to attorney work product or similar privilege, provided that the a Borrower shall make available redacted versions arising out of requested documents or, if unable improper disclosure of confidential information). Each Borrower will deliver to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, for the benefit of the Lenders, any Lender or instrument necessary for it to obtain records from any service bureau maintaining records on behalf of their respective representatives and agents, in a manner that will protect such privilegeBorrower.

Inspection. The Borrower willAt reasonable times during the Term of this Sublease, Sublessee shall provide to Sublessor and each Head Lessor and Owner such information concerning the location, condition, use and operation of the Equipment as they may reasonably request. Additionally, 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 extent prohibited by applicable national security regulations of the Government), and will cause each (b) Sublessor and any of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each Sublessee in relation to the performance of its Subsidiaries withobligations hereunder, and to be advised as to with the same by, their respective financial officers at such reasonable times and intervals as of the Administrative Agent or such Lender may designateSublessee; provided thatthat such visits, unless a Default or Event inspections and discussions do not interfere with the operations of Default has occurred the Sublessee and is continuing, (a) Inspections may only be made by are scheduled at the Administrative Agent; provided, that any Lender may accompany reasonable request of the Administrative Agent during any Sublessor and the Owner at times mutually convenient to such Inspection Person and (b) the Administrative Agent shall not be entitled Sublessee. The Sublessee hereby agrees to 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 all reasonable efforts to minimize any disruption to arrange for such visits, inspections and discussions at times convenient for such Person. Neither the business of the Borrower and its Subsidiaries. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower Sublessor or any Owner shall have any duty to make any such inspection nor shall any of its Subsidiaries will them incur any liability or obligation by reason of not making any such inspection nor waive or be required deemed to disclose, permit waive any rights hereunder or under any other Operative Agreement. Sublessor shall not have any obligation to third parties or to any Person to ensure that Sublessee maintains the inspection, examination Aircraft or making copies causes the Aircraft to be maintained in an airworthy condition or abstracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets, (ii) otherwise 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 requested documents or, if unable to do so consistent accordance with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeterms hereof.

Inspection. The Until all Obligations hereunder shall have been satisfied in full, upon reasonable notice and subject to applicable Law, Borrower willshall, and will shall cause each of its Subsidiaries to, permit afford Lender and its Representatives reasonable access to all of Borrower’s properties, books, contracts, personnel and records, and Borrower shall, and shall cause each of its Subsidiaries to, furnish promptly to 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 Administrative Agent terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business, and any or each Lender, by its respective representatives in accordance with Section 5.05 and agents, to inspect any Section 5.06 of the PropertyMerger Agreement (provided that, corporate books in any case, Borrower shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (b) 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 (c) that is subject to any attorney-client privilege (provided that Borrower shall use its reasonable best efforts to allow for such access or disclosure to the 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 grant access to and financial records full disclosure of the all information relating to Borrower and each of its Subsidiaries (each an “Inspection”)to Lender and its Representatives. If any material is withheld by Borrower as permitted by the immediately preceding sentence, to examine and make copies of the books of accounts and other financial records of the then Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised shall inform Lender as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Default or Event general nature of Default has occurred and what is continuing, (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegebeing withheld.

Inspection. (a) The Borrower willagrees that, with reasonable prior notice, it will permit, and will cause each of its Subsidiaries toSubsidiary to permit, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any consultants of the PropertyLender Parties, corporate books and financial records of during the Borrower and each of its Subsidiaries (each an “Inspection”)applicable Relevant Party’s normal business hours, to examine and make copies of on-site all the books of accounts account, records, reports and other financial records papers of the Borrower Relevant Parties, to make copies and each of its Subsidiariesextracts therefrom, and the Borrower further agrees to discuss the their affairs, finances and accounts with the officers, employees, Independent certified public accountants and other consultants of the Borrower and each of its Subsidiaries withsuch Lender Parties, and to be advised as to the same by, their respective officers all at such reasonable times and intervals 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 requested by Administrative Agent from time to time. (b) The Borrower will permit, and shall cause each Subsidiary to permit, the Administrative Agent or such Lender may designate; provided thatto conduct, unless a Default or Event in each case, at the sole cost and expense of Default has occurred the Borrower, field audits and is continuingexaminations of the Projects, (a) Inspections may only be made by and appraisals of the Administrative AgentProjects; provided, that, (i) 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 an Event of Default, there shall be no limit on the number of additional field audits and examinations and appraisals that any Lender may accompany shall be permitted at the Administrative Agent during any such Inspection Borrowers’ expense) and (bii) except during the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior to the occurrence continuance of a Default or an Event of Default, the Administrative Agent will use reasonable efforts to minimize any disruption to the business of shall consult with the Borrower regarding the costs 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation expenses of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives field audits and agents, in a manner that will protect such privilegeexaminations and appraisals.

Inspection. The Borrower will(a) Upon reasonable request, and will cause each the Issuer agrees that it shall make available to any representative of its Subsidiaries tothe Indenture Trustee, permit the Administrative Agent Agent, any Hedge Counterparty or any Series Enhancer and any their duly authorized representatives, attorneys or accountants, for inspection and copying its books of account, records and reports relating to the Managed Containers and copies of all Leases or other documents relating thereto at the times and in accordance with the provisions of the Management Agreement. Each Noteholder, the Administrative Agent, each LenderSeries Enhancer, by each Hedge Counterparty and the Indenture Trustee agrees that it and its Affiliates and their respective representatives and shareholders, directors, agents, to inspect representatives, accountants and attorneys shall keep confidential any matter of which any of them becomes aware through such inspections or discussions (unless readily available from public 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 Property, corporate books and financial records of Issuer or the Borrower and each of its Subsidiaries (each an “Inspection”Manager with respect thereto), except as may be otherwise required by regulation, law or court order or required by appropriate governmental authorities or as necessary to examine and preserve or exercise its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of any Noteholder, any Series Enhancer or any Hedge Counterparty, as the case may be, to make copies of the books of accounts and other financial records of the Borrower and each of such information available to its Subsidiariesregulators, securities rating agencies, and to discuss reinsurers and credit and liquidity providers whom such party reasonably believes will respect the affairsconfidential nature of such information and from whom such party has requested confidential treatment of such information. Any expense incident to the reasonable exercise by the Indenture Trustee, finances and accounts 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 Borrower and each of its Subsidiaries withIssuer) shall be borne by the Person exercising such right unless an Early Amortization Event, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Manager Default or Event of Default has shall have occurred and is continuing, (a) Inspections may only then be made continuing in which case such expenses shall be borne by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and Issuer. (b) the Administrative Agent shall not be entitled The Issuer also agrees to make more than two (2) Inspections in any twelve (12) month period. Prior available on a reasonable basis to the occurrence of a Default or Event of DefaultIndenture Trustee, 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any each Series Enhancer and each Hedge Counterparty a Managing Officer for the purpose of their respective representatives and agents, in a manner that will protect such privilegeanswering reasonable questions respecting recent developments affecting the Issuer.

Inspection. The Borrower willAny Lessor Party and its authorized representatives may enter upon, inspect and will cause each examine, at their own expense (unless an Event of its Subsidiaries toDefault exists, permit in which case such expense shall be for the Administrative Agent account of Lessee), the Facility and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)Lessee relative thereto, to examine and make copies and extracts therefrom. Any Participant may discuss Lessee's affairs, finances and accounts with Lessee's officers. Owner Participant, any Loan Participant as of the books of accounts and date hereof or other financial records Loan Participants holding individually or in the aggregate at least $5,000,000 in aggregate principal amount of the Borrower Loan Certificates, 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 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 its Subsidiaries, Owner Participant and to discuss any such Loan Participant and their authorized representatives the affairs, finances and accounts of the Borrower and each Lessee at such meeting. Representatives of its Subsidiaries with, and Lessee shall be afforded an opportunity to be advised 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. No Lessor Party shall have any duty to make any such inspection or inquiry and shall not incur any liability or obligation by reason of not making any such inspection or inquiry. Each Lessor Party shall treat all information received pursuant to the same by, their respective officers at such reasonable times and intervals terms of this Section 6.03 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 made required by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior to the occurrence terms of a Default or Event of Default, the Administrative Agent will use reasonable efforts to minimize any disruption to the business Section 9.12 of the Borrower and its SubsidiariesParticipation Agreement. Notwithstanding anything to the contrary foregoing, no Loan Certificateholder (other than an institutional investor) that is a direct or indirect competitor of Lessee shall have the rights set forth 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege6.03.

Inspection. The Borrower will, and will cause each of its Subsidiaries to, Company shall permit the Administrative Agent representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and any or each Lender, by its respective representatives and agentsupon reasonable prior notice to the Company, to inspect any visit the principal executive office of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)Company, to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and meet to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each of its Subsidiaries withSubsidiary, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as often as may be reasonably requested in writing; provided, however, that the Administrative Agent Company shall not be required to hold such visit or meeting with any holder more than once every twelve (12) months and that the Company shall notify other holders of Notes of such Lender may designaterequest for a meeting or visit by any holder; provided that, unless and (b) Default — if a Default or Event of Default has occurred then exists, at the expense of the Company to visit and is continuinginspect any of the offices or properties of the Company or any Subsidiary, (a) Inspections may only be made by the Administrative Agent; providedto examine all their respective books of account, that any Lender may accompany the Administrative Agent during any such Inspection records, reports and (b) the Administrative Agent shall not be entitled other papers, to make more 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 two (2an original purchaser of a Note) Inspections that is a Competitor of the Company will not have the inspection rights contained in any twelve (12) month period. Prior to this §7.03 unless and until the occurrence of a Default or an 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege.

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 Borrower willServicer and any subservicer will cause its personnel to assist in any examination of such records by the Owner Trustee or the Indenture Trustee, or such authorized agents, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make allow copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and same to be advised as made. The examination referred to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to 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 subsection 5.21(a) 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, 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 term hereof, the Servicer shall keep available a copy of the List of Loans at its principal executive office for inspection by Securityholders and Swap Counterparties. (c) The Servicer shall, if given reasonable notice by the Indenture Trustee after the end of any Collection Period, provide the Indenture Trustee with a copy of the Computer Record. (d) For so long as any of the Notes are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act, (1) the Servicer will protect provide or cause to be provided to any holder of such privilege.Notes and any prospective purchaser thereof designated by such holder, upon the request of such a holder or prospective purchaser, the information required to be provided to such holder or 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 Securities Act under Rule 144A is and will be available for resales of such Notes conducted in accordance with Rule 144A.

Inspection. The Borrowers shall permit Agent and its representatives to make such verifications and inspections of the Collateral and to make audits and inspections, at any time during normal business hours of such Borrower willand as frequently as Agent reasonably desires upon reasonable advance notice to such Borrower, of Borrowers’ books, accounts, records, correspondence and such other papers as it may desire and of Borrowers’ premises and the Collateral. Borrowers shall supply Agent with copies and shall permit Agent to copy such records and papers as Agent shall request, and will cause each of its Subsidiaries toshall permit Agent to discuss Borrowers’ affairs, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiariesfinances, and accounts with Borrowers’ employees, officers, and independent public accountants (and by this provision each Borrower hereby authorizes said accountants to discuss with Agent the affairs, finances and accounts affairs of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers such Borrower) all at such reasonable times and intervals as often as may be reasonably requested. Borrowers further agree to supply Agent with such other reasonable information relating to the Administrative Collateral and to Borrowers as Agent or such shall request. In the event of litigation between any Borrower and Agent, Agent’s right of civil discovery shall be in addition to, and not in lieu of its rights under this Section 9.2. Each Lender may designate; provided thatshall have the right, unless a Default or Event of Default has occurred and is continuingat its own expense, (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may to accompany the Administrative Agent during on any such Inspection audit or inspection. No Availability calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the ordinary course of business until completion of all applicable field examinations or audits and appraisals (b) the Administrative Agent which costs shall not be entitled to 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) constitutes 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) included in the Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded limits provided above) satisfactory to attorney work product or similar privilege, provided that the Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor Agent in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege.its Permitted Discretion. SECTION TEN - EVENTS OF DEFAULT; REMEDIES

Inspection. The Borrower will, Parent Guarantor and will cause each of its Subsidiaries to, the Obligors shall permit the Administrative Agent representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and any or each Lender, by its respective representatives and agentsupon reasonable prior notice to the Obligors, to inspect any visit the principal executive office of the PropertyParent Guarantor, corporate books the Guarantor and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)Company, to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower Parent Guarantor, the Guarantor and the Company and their Subsidiaries with the Parent Guarantor’s, the Guarantor’s or the Company’s officers, as the case may be, 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) 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 of its Subsidiaries withSubsidiary, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as the Administrative Agent or such Lender often as may designatebe reasonably requested in writing; provided that, unless and (b) Default — if a Default or Event of Default has occurred then exists, at the expense of the Obligors, to visit and is continuinginspect any of the offices or properties of the Parent Guarantor, (a) Inspections may only be made by the Administrative Agent; providedGuarantor, that the Company or any Lender may accompany the Administrative Agent during any such Inspection Subsidiary, to examine all their respective books of account, records, reports and (b) the Administrative Agent shall not be entitled other papers, to make more than two copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent chartered accountants (2) Inspections in any twelve (12) month periodand 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. Prior Any inspection made pursuant to this Section 7.3 is subject to the occurrence confidentiality requirements 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege22.

Inspection. The Borrower 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, during regular business hours and will cause each of its Subsidiaries towith reasonable prior written notice, permit the Administrative Agent and any or each Lender, by its respective agents or representatives and/or certified public accountants or other auditors acceptable to the Administrative Agent, to: (i) examine and agentsmake copies of and abstracts from all books and records relating to the financial affairs of any Loan Party or any of their Subsidiaries or any Collateral, (ii)(A) visit the offices and properties of the Borrower for the purpose of examining such books and records and to verify materials, leases, notes, inventory, accounts receivable, deposit accounts and its other assets, to inspect 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 Material Real Property, conduct Phase I ESAs (and, if reasonably requested by the Administrative Agent or the Required Lenders based upon the results of any such Phase I ESA, a Phase II ESA) or examinations, provided that Phase I ESAs shall be delivered in connection with any Mortgage on 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 Loan Documents to which it is a party with any of the Propertyofficers, corporate directors, employees or independent public accountants of the Borrower, to the extent reasonably available, having knowledge of such matters and (iv) conduct a review of its books and records with respect to the financial records affairs of the Borrower and each any Loan Party or any of its their Subsidiaries or any Collateral (each inspection and audit described in clauses (i) though (iv) above, an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege.

Inspection. The Borrower will, Permit officers and will cause each designated representatives of its Subsidiaries to, permit the Administrative Agent, the Collateral Agent or one or more Lenders to visit and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records properties or assets of the Borrower and each of its Subsidiaries (each an “Inspection”)any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection, and to examine and make copies of the books of accounts and other financial records account of the Borrower and each of its Subsidiaries, any such Subsidiary and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries any such Subsidiary with, and to be advised as to the same by, its and their respective officers at such reasonable times and intervals as independent accountants; provided, however, the Administrative Agent, the Collateral Agent or and the Lenders shall be limited to one such Lender may designateexamination per calendar year, which shall be at the sole expense of the Credit Parties; provided thatfurther, unless a Default or however, (i) if an Event of Default has occurred and is continuing, (a) Inspections may only continuing there shall be made by no limitation as to the Administrative Agent; provided, that any Lender may accompany number and frequency of such examinations at the Administrative Agent during any such Inspection sole expense of the Credit Parties and (bii) the Administrative Agent any examinations made pursuant to clause (i) of this proviso shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior to count against the occurrence number of a Default or Event examinations permitted under the first proviso of Default, the Administrative Agent will use reasonable efforts to minimize any disruption to the business of the Borrower and its Subsidiariesthis sentence. Notwithstanding anything to the contrary in this Section 6.10Agreement, none of the Borrower or nor any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussdiscussion of, any document, information or other matter that (i) that constitutes non-financial trade secretssecrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agentscontractors) is prohibited by Law any applicable legal requirement or any binding agreement with any third party or (iii) in the Borrower’s reasonable judgment, would compromise any is subject to attorney-client privilege, or similar privilege afforded to or constitutes attorney work product or similar privilege, provided that the Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeproduct.

Inspection. The Borrower willCompany shall permit, and will shall cause each of its Subsidiaries toBusiness Unit Entity to permit, permit the Administrative Agent each Review Committee member, each Representative and any or each Lender, by its their respective representatives to (a) visit and agents, inspect the Assets comprising any Business Unit; (b) examine its books and records and make copies thereof or extracts therefrom to inspect the extent that the same relate to the performance or non-performance of any of the Propertyterms of this Agreement, corporate books and financial records any Business Unit or any of the Borrower Assets comprising any Business Unit; and each (c) discuss its affairs, finances and accounts with its officers and independent accountants to the extent that the same relate to the performance or non-performance of its Subsidiaries any of the terms of this Agreement, any Business Unit or any of the Assets comprising any Business Unit (each an “Inspection”)and by this provision the Company authorizes such accountants to discuss with such Persons, to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiariessuch extent, and to discuss the affairs, finances and accounts of the Borrower Company and each of its Subsidiaries withany Business Unit Entity), and to be advised as to the same by, their respective officers all at such reasonable times and intervals as the Administrative Agent often as such Review Committee member or such Lender Representative may designate; provided thatreasonably request. As an accommodation to the Company, unless a Default or Event the Representatives will endeavor to arrange their visits and inspections hereunder to coincide with the regular meetings of Default has occurred and is continuing, (a) Inspections may only be made the Review Committee contemplated by the Administrative AgentSection 6.01; provided, however, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent Representatives shall not be entitled to make more than two (2) Inspections so obligated if they believe the Company may not be in compliance with any twelve (12) month periodprovision of this Agreement. Prior to All out-of-pocket expenses incurred by the occurrence of a Default or Event of DefaultCompany, the Administrative Agent will use reasonable efforts to minimize any disruption to Holder Members and the business of the Borrower Independent Member in connection with such visits and its Subsidiaries. Notwithstanding anything to the contrary in this Section 6.10inspections shall constitute Expenditures hereunder; provided, none of the Borrower or any of its Subsidiaries will be required to disclosehowever, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secretsin no event shall any other cost or expense, including any salary or other wages, incurred by the Company or any Business Unit Entity in connection with discussions between any member of the Review Committee and any officers, directors or employees of the Company or any Business Unit Entity be deemed an Expenditure hereunder and (ii) if an Event of Default shall have occurred and be continuing, no costs or expenses in respect connection with any visit or inspection by a member of which disclosure to the Administrative Agent Review Committee shall be deemed an Expenditure hereunder. All such visits and inspections by a Representative shall be at the expense of the Holders; provided, however, that (A) in no event shall the Company or any Lender (Business Unit Entity be entitled to reimbursement for any cost or their respective representatives expense, including any salary or agents) is prohibited by Law other wages, incurred in connection with discussions between any Representative and any officers, directors or employees of the Company or any binding agreement with any third party or Business Unit Entity, (iiiB) in if an Event of Default shall have occurred and be continuing, all such visits and inspections shall be at 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests expense of the Administrative Agent, any Lender Company and (C) no costs or any of their respective representatives expenses described in clauses (A) and agents, in a manner that will protect such privilege(B) shall be deemed an Expenditure hereunder.

Inspection. The Borrower willAt all reasonable times, and upon reasonable prior notice, the Company will cause each of its Subsidiaries to, permit representatives designated by the Administrative Agent and or by any or each Lender, by its respective representatives and agents, Lender through the Administrative Agent to inspect any visit the offices of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and Company or each of its Subsidiaries, to examine the books and records thereof and Accountants’ reports relating thereto, and to make copies or extracts therefrom, to discuss the affairs, finances and accounts affairs of the Borrower Company and each of its Subsidiaries withwith the respective officers thereof, and to examine and inspect the Property of the Company and its Subsidiaries and to meet and discuss the affairs of the Company and its Subsidiaries with the Accountants; provided that (i) such representatives shall be advised as reasonably acceptable to the same byCompany, their respective officers at such shall agree to any reasonable times confidentiality obligations proposed by the Company, and intervals as shall follow the Administrative Agent or such Lender may designate; provided that, guidelines and procedures generally imposed upon like visitors to the Company’s and its Subsidiaries’ facilities and (ii) unless a Default or Event of Default has shall have occurred and is be continuing, (a) Inspections may only each Lender shall be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any limited to one such Inspection visit and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections inspection 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 Subsidiariesfiscal year. Notwithstanding anything to the contrary in this Section 6.106.08, none of the Borrower 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 (ix) constitutes non-financial trade secrets, (iiy) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by Law law or any binding agreement with any third party or (iiiz) in the BorrowerCompany’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that the Borrower Company shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege.

Inspection. The Borrowers shall permit Agent and its representatives to make such verifications and inspections of the Collateral and to make audits and inspections, at any time during normal business hours of such Borrower willand as frequently as Agent reasonably desires upon reasonable advance notice to such Borrower, of Borrowers’ books, accounts, records, 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 Lenders, all costs of appraisals, inspections, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any verifications of the PropertyCollateral, corporate books including travel, lodging, and financial records meals for inspections of the Borrower 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 of its Subsidiaries (Person retained or employed by Agent with respect to each an “Inspection”field examination or audit), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agent; provided, however, that any Lender may accompany in the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior to the occurrence absence of a Default or Event of Default, the Administrative 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 will use with copies and shall permit Agent to copy such records and papers as Agent shall request, and shall permit Agent to discuss Borrowers’ affairs, finances, and accounts with Borrowers’ employees, officers, and independent public 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 efforts times and as often as may be reasonably requested. Borrowers further agree to minimize any disruption supply Agent with such other reasonable information relating to the business Collateral and to Borrowers as Agent shall request. In the event of the litigation between any Borrower and its Subsidiaries. Notwithstanding anything to the contrary Agent, Agent’s right of civil discovery shall be in this Section 6.10addition to, none of the Borrower or any and not in lieu of its Subsidiaries will be required rights under this Paragraph 9.2. Each Lender shall have the right, at its own expense, to disclose, permit accompany the Agent on any such audit or inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege.

Inspection. The Borrower will(a) 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, any Lender, and will cause each of their respective duly authorized representatives or agents to visit any of its Subsidiaries to, permit the Administrative Agent properties and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate its assets or books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)records, to examine and make copies of the its books of accounts and other financial records of the Borrower and each of its Subsidiariesrecords, and to discuss the its affairs, finances finances, and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective its officers and employees (provided, that representatives of Borrower shall be allowed to be present), at such Borrower’s expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.5(c). (b) Permit, upon reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Default or prior notice except if an Event of Default has occurred and is continuingcontinuing (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 expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.5(c). (ac) Inspections may only So long as no Event of Default shall have occurred and be made by the Administrative Agent; providedcontinuing during a calendar year, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent Borrower shall not be entitled obligated to make reimburse Agent for more than two 1 field examinations in such calendar year (2) Inspections in increasing to 2 field examinations if Excess Availability is equal to or less than 20% of the Maximum Revolver Amount at any twelve (12) time during the immediately preceding 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 1 inventory appraisal 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agentscalendar year, in each case, except for field examinations and appraisals conducted in connection with a manner that will protect such privilegeproposed Permitted Acquisition (whether or not consummated).

Inspection. (a) The Borrower willagrees that, with reasonable prior notice, it will permit, and will cause each of its Subsidiaries toSubsidiary to permit, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any consultants of the PropertyLender Parties, corporate books and financial records of during the Borrower and each of its Subsidiaries (each an “Inspection”)applicable Relevant Party's normal business hours, to examine and make copies of on-site all the books of accounts account, records, reports and other financial records papers of the Borrower Relevant Parties, to make copies and each of its Subsidiariesextracts therefrom, and the Borrower further agrees to discuss the their affairs, finances and accounts with the officers, [***] 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 accountants and other consultants of the Borrower and each of its Subsidiaries withsuch Lender Parties, and to be advised as to the same by, their respective officers all at such reasonable times and intervals 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 requested by Administrative Agent from time to time. (b) The Borrower will permit, and shall cause each Subsidiary to permit, the Administrative Agent or such Lender may designate; provided thatto conduct, unless a Default or Event in each case, at the sole cost and expense of Default has occurred the Borrower, field audits and is continuingexaminations of the Projects, (a) Inspections may only be made by and appraisals of the Administrative AgentProjects; provided, that, (i) 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 an Event of Default, there shall be no limit on the number of additional field audits and examinations and appraisals that any Lender may accompany shall be permitted at the Administrative Agent during any such Inspection Borrowers’ expense) and (bii) except during the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior to the occurrence continuance of a Default or an Event of Default, the Administrative Agent will use reasonable efforts to minimize any disruption to the business of shall consult with the Borrower regarding the costs 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation expenses of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives field audits and agents, in a manner that will protect such privilegeexaminations and appraisals.

Inspection. The Borrower willUpon reasonable request, and will cause each the Issuer agrees that it shall make available to any representative of its Subsidiaries tothe Indenture Trustee, permit the Administrative Agent Agent, any Hedge Counterparty or any Series Enhancer and any their duly authorized representatives, attorneys or accountants, for inspection and copying its books of account, records and reports relating to the Managed Containers and copies of all Leases or other documents relating thereto at the times and in accordance with the provisions of the Management Agreement. Each Noteholder, the Administrative Agent, each LenderSeries Enhancer, by each Hedge Counterparty and the Indenture Trustee agrees that it and its Affiliates and their respective representatives and shareholders, directors, agents, to inspect representatives, accountants and attorneys shall keep confidential any matter of which any of them becomes aware through such inspections or discussions (unless readily available from public 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 Property, corporate books and financial records of Issuer or the Borrower and each of its Subsidiaries (each an “Inspection”Manager with respect thereto), except as may be otherwise required by regulation, law or court order or required by appropriate governmental authorities or as necessary to examine and preserve or exercise its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of any Noteholder, any Series Enhancer or any Hedge Counterparty, as the case may be, to make copies of the books of accounts and other financial records of the Borrower and each of such information available to its Subsidiariesregulators, securities rating agencies, and to discuss reinsurers and credit and liquidity providers whom such party reasonably believes will respect the affairsconfidential nature of such information and from whom such party has requested confidential treatment of such information. Any expense incident to the reasonable exercise by the Indenture Trustee, finances and accounts 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 Borrower and each of its Subsidiaries withIssuer) shall be borne by the Person exercising such right unless an Early Amortization Event, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Manager Default or Event of Default has shall have occurred and is continuing, (a) Inspections may only then be made continuing in which case such expenses shall be borne by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeIssuer.

Inspection. The Borrower willUpon not less than five (5) Business Days’ advance written notice delivered by Landlord to Constructing Party (except in the event that Landlord reasonably believes that an imminent threat to human life exists, in which case Landlord shall not be required to provide such advance written notice), Landlord may, from time to time during the construction of the Hotel Project, during normal business hours and will cause each in a commercially reasonable manner, visit and inspect the Hotel Project and the materials to be used in connection with the Hotel Project and review copies of its Subsidiaries tothe contracts, permit records, plans, specifications and similar documents pertaining to the Administrative Agent and any construction of the Hotel Project (the "Construction Documents"), whether kept at Constructing Party’s offices, at the Leased Premises, or each Lender, by its respective representatives and agents, elsewhere; provided that (a) Landlord’s advance written notice shall specify the portions of the Hotel Project and/or Construction Documents that Landlord desires to inspect during such inspection and the reason(s) for such inspection, (b) if any of the PropertyConstruction Documents are not readily available at the time of such inspection, corporate books Constructing Party shall have the right either (x) to provide Landlord with a written reasonable explanation for why such Construction Documents are not available for Landlord’s inspection or (y) to make such Construction Documents available for Landlord’s inspection within twenty (20) Business Days after such inspection, (c) Landlord shall keep the information contained in the Construction Documents confidential and financial records treat such information as confidential in accordance with Section 14.4 of this Lease and (d) Constructing Party shall have the right to cause, and Landlord shall permit, a representative of Constructing Party to accompany Landlord during such inspection. Notwithstanding the foregoing, Tenant acknowledges and agrees that (I) Landlord has no duty to inspect the construction of the Borrower Hotel Project or any matter pertaining thereto and each of its Subsidiaries (each an “Inspection”), to examine and make copies II) if Landlord should inspect the construction of the books Hotel Project or any matter pertaining thereto, Landlord shall have no liability or obligation to Tenant, Casino Subtenant or any other party arising out of accounts and other financial records such inspection. No such inspection nor any failure by Landlord to make objections after any such inspection shall constitute a representation by Landlord that any Improvements are constructed in accordance with the requirements of this Lease or constitute a waiver of Landlord's right thereafter to insist that the construction of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to Hotel Project be advised as to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections performed 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) constitutes 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 requested documents or, if unable to do so consistent accordance with the preservation requirements of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegethis Lease.

Inspection. The Borrower will(a) Mortgagor shall, and will cause each of its Subsidiaries toin accordance with the Secured Obligation Agreements, permit the Administrative Agent Mortgagee and any or each Lender, by its respective agents, representatives and agents, employees to visit and inspect any of the Mortgaged Property, corporate books including all financial and financial accounting records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its SubsidiariesMortgagor located thereon, and to discuss the affairsmake copies and take extracts therefrom, finances all upon reasonable advance notice and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times during normal business hours and intervals as often as may be reasonably requested. (b) At the Administrative Agent written request of Mortgagee, which request shall specify in reasonable detail the basis therefor, at any time and from time to time, the Partnership and the Operating Company will provide, at their sole cost and expense, a Phase I environmental site assessment report (and any additional reports required thereby) concerning the 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 Lender may designatematter; provided that, 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, (a) Inspections the Mortgagee may only be made by order the Administrative Agent; providedsame, that any Lender may accompany and the Administrative Agent during any such Inspection Mortgagor shall grants and (b) hereby does grant, to Mortgagee and the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior Secured Parties and their agents access to the occurrence of a Default or Event of DefaultProperty and specifically grant Mortgagee and the Secured Parties and their agents an irrevocable non-exclusive license, the Administrative Agent will use reasonable efforts to minimize any disruption subject to the business right of tenants, to undertake such an assessment, all at the expense of the Borrower Mortgagor 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeCredit Parties.

Inspection. The Borrower willAt all reasonable times and upon at least fifteen (15) days prior written notice to Lessee, and will cause each of Lessor, or its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”authorized representative(s), to examine may inspect the Aircraft and inspect and make copies of the books of accounts and other financial records of Lessee (and any Permitted Sublessee) required to be maintained by the Borrower FAA or the regulatory agency or body of another jurisdiction in which the Aircraft is then registered and each of its Subsidiaries, and pursuant to discuss which it is maintained relating to the affairs, finances and accounts maintenance of the Borrower Aircraft (at Lessor's risk and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided thatexpense, unless a Default or 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 keep any information or copies obtained thereby confidential and shall not disclose the same to any Person, except (aA) Inspections to Lessor and to prospective and permitted transferees of Lessor's interest, who agree to hold such information confidential or are otherwise under a legally enforceable duty of confidentiality (and such prospective and permitted transferee's counsel, independent insurance advisors or other agents), (B) to the Lessor's counsel, independent insurance advisors or other agents who agree to hold such information confidential or are otherwise under a legally enforceable duty of confidentiality, or (C) to banking and other regulatory or governmental supervisory personnel as may only be made required by the Administrative Agentany statute, court or administrative order or decree or governmental ruling or regulation; providedPROVIDED, HOWEVER, that any Lender and all disclosures permitted by CLAUSE (C) above shall be made only to the 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 accompany be inspected) without the Administrative Agent 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 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 Aircraft during the Term, Lessee shall cooperate with Lessor to enable any such Inspection 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 (b) the Administrative Agent shall not be entitled to make direct any of the work performed in connection with such scheduled heavy maintenance visit. Upon Lessor's request made not more than two (2) Inspections times in any twelve (12) month period. Prior a calendar year, Lessee will make available to Lessor, information as to the occurrence status of a Default 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 (6) months of the Term or during the continuance of an Event of DefaultDefault 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 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 Administrative Agent 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 use 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 minimize sell or lease the Aircraft including, without limitation, permitting prospective purchasers or lessees to inspect the Aircraft, any disruption maintenance records relating to the business Aircraft then required to be retained by the FAA or by the comparable agency or administration of the Borrower government of registry and its Subsidiaries. Notwithstanding anything to which establishes the contrary in this Section 6.10, none maintenance standards of the Borrower or any of its Subsidiaries will be required to discloseAircraft, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets, (ii) all 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 requested documents or, if unable to do so consistent accordance with the preservation of provisions set forth above; PROVIDED that any such privilege, cooperation shall endeavor in good faith otherwise to disclose information responsive to not unreasonably interfere with the requests normal operation or maintenance of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeAircraft by Lessee.

Inspection. The Borrower will, and will cause each of its Subsidiaries to, permit Permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower Required Lenders and each of its Subsidiaries (each an “Inspection”)duly authorized representatives or agents to visit any of its assets or books and records, to conduct appraisals and valuations, to examine and make copies of the its books of accounts and other financial records of the Borrower and each of its Subsidiariesrecords, and to discuss the its affairs, finances finances, and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective its officers and employees at such reasonable times (during normal business hours) and intervals as 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 Administrative Agent or such Lender Required Lenders may designate; provided request, all at Borrower’s expense, provided, that, (a) as to field examinations, (i) no more than one (1) field examination in any 12 month period shall be at the expense of Borrowers unless a Default or an Event of Default exists or has occurred and is continuing, and (aii) Inspections such other field examination as the Required Lenders may only request at any time a Default or an Event of Default exists or has occurred and is continuing shall be made by at the Administrative Agent; provided, that expense of Borrowers or otherwise at any Lender may accompany other times at the Administrative Agent during any such Inspection expense of Lenders and (b) the Administrative Agent shall not be entitled as to make appraisal, (i) unless an Event of Default exists or has occurred and is continuing no more than two one (21) Inspections appraisal of each type of Collateral in any twelve (12) month period. Prior to period shall be at the occurrence expense of Borrowers, and (ii) such other appraisals as the Required Lenders may request at any time a Default or an Event of Default, Default exists or has occurred and is continuing shall be at the Administrative Agent will use reasonable efforts to minimize expense of Borrowers or otherwise at any disruption to other times at the business expense 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeLenders.

Inspection. The Borrower will(a) Lessor, Mortgagee or their respective authorized representatives (the "Inspecting Parties") may, upon reasonable notice to Lessee, inspect the Aircraft, Airframe and Engines (including, without limitation, the Aircraft Documents) and Lessee shall cooperate, and will shall cause each of its Subsidiaries toany Permitted Sublessee to cooperate, permit with the Administrative Agent and Inspecting Parties in connection with any or each Lendersuch inspection (including, by its respective representatives and agentswithout limitation, permitting any such Inspecting Party to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent Aircraft Documents not reasonably deemed confidential by Lessee or such Lender may designate; provided that, unless a Default or Permitted Sublessee). (b) Except during the continuance of any Lease Event of Default has occurred and is continuing, (a) Inspections may only be made by while the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent Section 1110 Period shall not be entitled in effect, any inspection of the Aircraft hereunder shall be limited to make more than two (2) Inspections in a visual, walk-around inspection and shall not include the opening of any twelve (12) month periodpanels, bays or other components of the Aircraft, Airframe or Engines. Prior to Any inspection permitted hereunder, including any inspection conducted during the occurrence continuance of a Default or Lease 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 shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, 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 will protect if a Lease Event of Default shall have occurred and be continuing, Lessee shall bear all such privilegereasonable expenses, except, in the case of a Chapter 11 reorganization, during the Section 1110 Period. (e) If requested by Lessor or Mortgagee, Lessee shall promptly advise, or shall cause any Permitted Sublessee to advise, Lessor of the date upon which the Aircraft, Airframe or any Engine undergoes its next scheduled maintenance visit or next major check, and with respect to any Engine, the next off-the-wing maintenance, and shall advise Lessor of the name and location of the relevant maintenance performer. An Inspecting Party shall have the opportunity to attend such scheduled maintenance visit or major check, subject to the other provisions of this Section 12.

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 Borrower willServicer and any subservicer will cause its personnel to assist in any examination of such records by the Owner Trustee or the Indenture Trustee, or such authorized agents, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make allow copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and same to be advised as made. The examination referred to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to 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 5.21(a) 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, 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 term hereof, the Servicer shall keep available a copy of the List of Loans at its principal executive office for inspection by Holders and Swap Counterparties. (c) The Servicer shall, if given reasonable notice by the Indenture Trustee after the end of any Collection Period, provide the Indenture Trustee with a copy of the Computer Record. (d) For so long as any of the Notes are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act, (1) the Servicer will protect provide or cause to be provided to any Holder of such privilege.Notes and any prospective purchaser thereof designated by such Holder, upon the request of such a Holder or prospective purchaser, the information required to be provided to such Holder or 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 Securities Act under Rule 144A is and will be available for resales of such Notes conducted in accordance with Rule 144A.

Inspection. The Borrower will, and will cause each of its Subsidiaries to, Company shall permit the Administrative Agent 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, at the expense of such holder and any or each Lender, by its respective representatives and agentsupon reasonable prior notice to the Company, to inspect any visit the principal executive office of the PropertyCompany, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the Company's officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each of its Subsidiaries withSubsidiary, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as the Administrative Agent or such Lender often as may designatebe reasonably requested in writing; provided that, unless and (b) Default -- if a Default or Event of Default has occurred then exists, at the expense of the Company, to visit and is continuinginspect 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 (a) Inspections 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 only be made by requested. Notwithstanding the Administrative Agent; providedforegoing, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent Company shall not be entitled required to make more disclose to any holder of Notes any information (other than two (2) Inspections in any twelve (12) month period. Prior financial information and other data related to the occurrence of a Default or Event of Default, the Administrative Agent will use reasonable efforts to minimize any disruption to the business financial performance of the Borrower Company and its Subsidiaries. Notwithstanding anything , including without limitation copies of written reports that the Company provides to its lending banks) to the contrary extent that the Company is advised in this Section 6.10writing 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, none of the Borrower rule, regulation 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 order (or other matter that (ibinding restriction imposed by any Governmental Authority) constitutes non-financial trade secrets, (ii) in respect or as a result 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor entered into in good faith otherwise to disclose information responsive with third parties that are not lenders to the requests of the Administrative Agent, any Lender Company or any of their respective representatives and agents, in a manner that will protect such privilegeSubsidiary.

Inspection. The Borrower willAdministrative Agent (by any of its officers, employees and agents), on behalf of the Secured Parties, shall have the right upon prior notice to an executive officer of any Grantor, and will cause each of its Subsidiaries to, permit the Administrative Agent and at any or each Lender, by its respective representatives and agentsreasonable times during such Grantor’s usual business hours, to inspect the Collateral (including inspecting Vehicles and conducting random samples of the Net 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 Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)Collateral is located, to examine discuss such Grantor’s affairs and make copies of finances with any Person (other than Persons obligated on any Accounts (“Account Debtors”) except as expressly otherwise permitted in the books of accounts and other financial records of the Borrower and each of its Subsidiaries, Loan Documents) and to discuss verify with any Person other than (except as expressly otherwise permitted in the affairsLoan Documents) Account Debtors the amount, finances quality, quantity, value and accounts of condition of, or any other matter relating to, the Borrower and each of its Subsidiaries withCollateral and, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Default or if an Event of Default has occurred and is continuing, (a) Inspections may only be made by to discuss such Grantor’s affairs and finances with such Grantor’s Account Debtors and to verify the Administrative Agent; providedamount, that quality, value and condition of, or any Lender may accompany other matter relating to, the Administrative Agent during any Collateral with such Inspection and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month periodAccount Debtors. Prior to Upon or after the occurrence and during the continuation of a Default or an Event of Default, the Administrative Agent will use reasonable efforts may at any time and from time to minimize any disruption to the business of the Borrower time employ 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) constitutes non-financial trade secrets, (ii) in respect of which disclosure to maintain on such Grantor’s premises a custodian selected by 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 who shall make available redacted versions of requested documents or, if unable have full authority to do so consistent with all acts necessary to protect the preservation Administrative Agent’s (for the benefit of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of 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 paid by such Grantor on demand from time to time and shall be added to the Secured Obligations secured by the Collateral, and any Lender or any amounts not so paid on demand (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of their respective representatives and agents, demand until paid in a manner that will protect such privilegefull at the Default Rate.

Inspection. The Borrower willFrom the date of this Agreement to the Effective Time, and will cause each of its Subsidiaries to▇▇▇▇▇▇ and ▇▇▇▇▇▇ shall allow all designated officers, permit attorneys, accountants and other representatives of ▇▇▇▇▇▇ or ▇▇▇▇▇▇ or their respective Subsidiaries, as the Administrative Agent and any or each Lendercase may be, by its respective representatives and agentsreasonable access, at all reasonable times, upon reasonable notice, to inspect any 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 Property, corporate books NAM Business or ▇▇▇▇▇▇ and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss as the affairscase may be, finances and accounts 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 Borrower and each prior written consent of its Subsidiaries with▇▇▇▇▇▇ or ▇▇▇▇▇▇, as the case may be, which may be withheld in such party’s sole discretion, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agent; provided, further that no investigation pursuant to this Section 7.06 shall affect any Lender may accompany representation or warranty given by any party hereunder, and provided, further, that notwithstanding the Administrative Agent during provision of information or investigation by any such Inspection and (b) the Administrative Agent party, no party shall not be entitled deemed to make more than two (2) Inspections any representation or warranty except as expressly set forth 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 Subsidiariesthis Agreement. Notwithstanding anything to the contrary in this Section 6.10foregoing, none of the Borrower or any of its Subsidiaries will no party shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, provide any document, information or other matter that (i) constitutes non-financial trade secretsit reasonably believes it may not provide to the other parties by reason of Applicable Laws, (ii) in respect of which disclosure to the Administrative Agent that constitutes information protected by attorney/client privilege or any Lender (or their respective representatives or agents) is prohibited by Law or any binding agreement with any third party work product privilege, or (iii) in the Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded that it is required to attorney work product keep confidential by reason of contract or similar privilege, provided that the Borrower agreement with third parties. The parties hereto shall make available redacted versions reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of requested documents orthe preceding sentence apply. Each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ agrees that it shall not, if unable and shall cause its respective representatives not to, use any information obtained pursuant to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive this Section 7.06 for any purpose unrelated to the requests consummation of the Administrative Agenttransactions contemplated by this Agreement. All non-public information obtained pursuant to this Section 7.06 shall be governed by the Confidentiality Agreement dated September 5, any Lender or any of their respective representatives 2019 between ▇▇▇▇▇▇ and agents, in a manner that will protect such privilege▇▇▇▇▇▇ (the “Confidentiality Agreement”).

Inspection. The Borrower willAt any reasonable time and from time to time (with reasonable advance notice and during normal business hours), the Loan Parties shall, and will shall cause each of its Restricted Subsidiaries to, permit any representative designated by the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), Lenders to examine and make copies of extracts from the records and books of accounts account of, and other financial records of visit the Borrower and each of its Subsidiariesproperties of, the Loan Party or such Restricted Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Loan Party or such Restricted Subsidiary with any of its Subsidiaries withofficers and directors and with its certified public accountants (provided that the Loan Party be provided, and if the Loan Party is present at the time this meetings are scheduled, with the opportunity to be advised as present at any such discussions), all to the same by, their respective officers at such reasonable times and intervals as extent reasonably requested by the Administrative Agent or any of the Lenders and at the Administrative Agent’s or such Lender may designate; provided that, Lender’s expense (unless a Default or an Event of Default has occurred and is continuing, in which case such inspection shall be at the expense of the Loan Party); provided that (ai) Inspections may only such inspections shall be made by limited, in the Administrative Agent; providedabsence of the occurrence and continuance of an Event of Default, that any Lender may accompany to once in each calendar year for the Administrative Agent during any such Inspection and the Lenders, collectively, (bii) the Administrative Agent shall not be entitled to make more than two (2) Inspections in and each of the Lenders agree that any twelve (12) month period. Prior information with respect 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 Loan Party or any of its Restricted Subsidiaries obtained by the Administrative Agent or such Lender in the course of such inspection shall be subject to the confidentiality provisions set forth in Section 11.3, (iii) such examinations, inspections and discussions are conducted in a manner that does not interfere with or otherwise interrupt in any material respect the operations of the Loan Party or the 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) none of the Loan Parties or its Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, disclose information or other matter that (i) constitutes non-financial trade secrets, (ii) in respect to such representatives of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) the Lenders that is prohibited by Law applicable Law, that it reasonably determines constitutes a confidential trade secret, or any binding agreement with any third party or (iii) in the Borrower’s reasonable judgment, would compromise any is subject to attorney-client privilege, or similar privilege afforded to or constitutes attorney work product or similar privilegeand (v) except when an Event of Default shall have occurred and shall be continuing, provided that the Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of Agent and Lenders shall use reasonable efforts to coordinate examinations and inspections under this Section 7.6 in order to reduce the resulting burden on the Loan Parties and their respective representatives and agents, in a manner that will protect such privilegeRestricted Subsidiaries.

Inspection. The Borrower will(a) Permit Bank to inspect the Airframe and the Engines at all reasonable times wherever located; (b) upon the request of the Bank, confirm, or cause to be confirmed, to the Bank the location of the Airframe and the Engines; (c) at any reasonable time, and upon reasonable notice, make the Airframe and the Engines, and all books and records pertaining to the Airframe and the Engines, available to the Bank for inspection; provided, however, that such inspection shall not interfere with the Borrower's normal operation and scheduling of the Aircraft; provided, further, that during the term of any lease permitted hereunder reasonable inspection rights will cause each 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 its Subsidiaries toBorrower under Section 6.1(a) hereof until such failure has been corrected to the extent required under Section 6.1(a) hereof, permit Bank shall have the Administrative Agent 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 or each Lender, by its respective representatives and agents, to inspect any such inspection of the PropertyAircraft or Engines shall include a "walk around", corporate books but shall not include the opening of any bays and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, panels unless a Default or Event of Default has shall have occurred and is be continuing, (a) Inspections may only be made by and in any case, shall not interfere with the Administrative Agentoperation or maintenance of the Aircraft; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (bd) pay for the Administrative Agent cost of Bank's inspection if Borrower shall not be entitled promptly commence any required repair discovered during Bank's inspection; in the case of any inspection by Bank pursuant to 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 6.104.7, none Bank shall indemnify and hold harmless Borrower from any claims, losses, damages, liabilities, actions or suits arising from the death or personal injury of the Borrower any person conducting an inspection on behalf of Bank 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeBank's authorized representatives.

Inspection. The Borrower willIssuer agrees that, and on reasonable prior notice, it will cause each permit any representative of its Subsidiaries to, permit the Administrative Agent Indenture Trustee and any or each Lender, by its respective representatives and agents, to inspect any representative of the PropertyLouisiana Commission, corporate books and financial records of during the Borrower and each of its Subsidiaries (each an “Inspection”)Issuer’s normal business hours, to examine and make copies of all the books of accounts account, records, reports and other financial records papers of the Borrower Issuer, to make copies and each of its Subsidiariesextracts therefrom, to cause such books to be audited annually by Independent registered public accountants, and to discuss the Issuer’s affairs, finances and accounts of with the Borrower Issuer’s officers, employees and each of its Subsidiaries withIndependent registered public accountants, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as often as may be reasonably requested. The Indenture Trustee and the Administrative Agent or Louisiana Commission shall hold and shall cause its representatives to hold in confidence all such Lender information except to the extent disclosure may designate; provided thatbe required by applicable 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. Notwithstanding anything herein to the contrary, unless a Default or Event of Default has occurred and is continuing, the preceding sentence shall not be construed to prohibit (a) Inspections may only be made disclosure of any and all information that is or becomes publicly known, or information obtained by the Administrative Agent; providedIndenture Trustee from sources other than the Issuer, that any Lender may accompany the Administrative Agent during any provided such Inspection and parties are rightfully in possession of such information, (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in disclosure of 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, all information or other matter that (i) constitutes non-financial trade secretsif required to do so by any applicable statute, law, rule or regulation, (ii) in respect pursuant to any subpoena, civil investigative demand or similar demand or request of which disclosure to the Administrative Agent any court or any Lender (or their respective representatives or agents) is prohibited by Law or any binding agreement with any third party or regulatory authority exercising its proper jurisdiction, (iii) in any preliminary or final prospectus, registration statement or other document a copy of which has been filed with the Borrower’s reasonable judgmentSEC, would compromise (iv) to any attorney-client privilegeaffiliate, privilege afforded independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to attorney work product or similar privilegeknow the same, provided that such parties agree to be bound by the Borrower shall make available redacted versions of requested documents orconfidentiality provisions contained in this Section 3.20, if unable or (v) to do so consistent with any Rating Agency or (c) any other disclosure authorized by the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeIssuer.

Inspection. The Borrower (a) Each Loan Party will, and will cause each of its Restricted Subsidiaries to, permit the Administrative Agent and its duly authorized representatives or agents to visit any or each Lender, by of its respective representatives properties and agents, to inspect any of the Property, corporate its assets or books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)records, to examine and and, to the extent reasonable, make copies of the its books of accounts and other financial records of the Borrower and each of its Subsidiariesrecords, and to discuss the its affairs, finances finances, and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective its officers and employees (provided, that an authorized representative of Parent Borrower shall be allowed to be present) at such reasonable times and intervals as Agent may designate and with reasonable prior notice to Administrative Borrower and during regular business hours, at Borrowers’ expense in accordance with the Administrative Agent or such Lender may designate; provided thatprovisions of Section 2.10(c), unless a Default or Event of Default has occurred and is continuing, (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior subject 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 Subsidiarieslimitations set forth below in Section 5.9(c). Notwithstanding anything to the contrary in this Section 6.105.9, none of the Borrower or Borrowers nor any of its their Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussdiscussion of, any document, information or other matter that (i) constitutes non-financial trade secrets, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agentscontractors) is prohibited by Law 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 any third party or 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 continuing during a calendar year, Borrowers shall not be obligated to reimburse Agent for more than (i) one (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) two (2) appraisals in respect of 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 (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 Borrower’s foregoing, Agent may cause additional field examinations and appraisals to be done (A) at any time at its own expense upon reasonable judgment, would compromise any attorney-client privilege, privilege afforded prior notice to attorney work product or similar privilege, provided that the Administrative Borrower shall make available redacted versions of requested documents or, if unable to do so consistent and during normal business hours with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests cooperation of the Loan Parties and Agent so as to minimize any disruption of the business of the Loan Parties and their Restricted Subsidiaries, (B) if an Event of Default shall have occurred and be continuing, at the expense of Borrowers in accordance with the provisions of Section 2.10(c), and (C) in connection with a Permitted Acquisition, at the expense of Borrowers, which field examinations and appraisals shall not be considered for purposes of the limitations on field examinations and appraisals at the expense of Borrowers set forth herein; provided, that any such appraisal in connection with a Permitted Acquisition shall only be conducted upon the request of Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeBorrower.

Inspection. The Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 During the term of this Agreement, the Purchaser and its agents may only be made by inspect the Administrative AgentSeller’s books and records (including electronic records) related to the Contracts, including internal monitoring and compliance reports and such other reasonable and readily available information relating to the Contracts that the Purchaser reasonably requests; provided, however, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent Seller shall not be entitled obligated pursuant to make this Section 7.5 to provide access to any information that it 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 inspection pursuant to the Servicing Agreement, (y) shall require no more than a two (2) Inspections Business Days commitment of the Seller and its employees and (z) shall not 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 twelve 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. (12b) month period. Prior During the term of this Agreement, the Purchaser may, or may hire an independent third party auditor (the “Auditor”) reasonably acceptable to the occurrence 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 Default 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 Event such longer period of Defaulttime 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 Administrative Agent will use reasonable efforts Seller shall promptly notify any other purchaser of Contracts and shall permit such other purchaser the opportunity to minimize participate in the inspection or Audit to be conducted by the Purchaser. To the extent any disruption other purchaser notifies the Seller of its intent to conduct an inspection or an Audit under the business related purchase agreement, the Seller shall provide the Purchaser with advance written notice of the Borrower conduct of such inspection or Audit as promptly as practicable and its Subsidiariesshall permit the Purchaser to participate in such inspection or Audit. Notwithstanding anything to In the contrary in this Section 6.10event any joint inspection is conducted, none each of the Borrower 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 of its Subsidiaries will 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 required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, provide information or other matter that 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) constitutes non-financial trade secretstime each calendar year, commencing with the calendar year ending on December 31, 2026, (ii) in respect Purchaser and its Affiliates shall attempt to require any such audits or examinations to be conducted remotely, and each on-site audit or examination (if required) shall occur during regular business hours upon at least thirty (30) days prior written notice, shall require no more than a two (2) Business Day commitment of which disclosure to the Administrative Agent Seller and its employees and shall not unreasonably interfere with Seller’s or any Lender (or their respective representatives or agents) is prohibited by Law or any binding agreement with any third party or its Affiliates’ business operations, and (iii) in neither 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or Seller nor any of their respective representatives and agents, in its Affiliates shall be required to share any information that any of them would be prohibited by Applicable Law from sharing or constitute a manner that will protect such privilegetrade secret or relate to confidential business practices.

Inspection. The Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and Subject to subsection (b) the Administrative Agent shall ), at reasonable times but not be entitled to make more often than two (2) Inspections twice in any twelve (12) month period. Prior , and upon at least ten (10) days prior written notice to such 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 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 occurrence 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 a 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 DefaultDefault shall have occurred and be continuing, the Administrative Agent will use reasonable efforts to minimize any disruption no exercise of such inspection right shall be unduly disruptive to the business of such Grantor. Neither the Borrower 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 Subsidiariesperpetual inventory procedures for the Spare Engines and Spare Parts that provide a continuous internal audit of the Spare Engines and Spare Parts. Notwithstanding anything 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 contrary in this Section 6.10number of times and upon at least one (1) Business Day's prior written notice to and at the expense of such Grantor), none of the Borrower or any of its Subsidiaries will Collateral Agent shall be required entitled to disclose, permit inspect the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets, (ii) in respect of which disclosure Tracking System 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 requested documents or, if unable to do so consistent ensure such Grantor's compliance with the preservation of such privilege, terms hereof. Such inspection right shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, not be exercised in a manner that will protect which is unduly disruptive to the normal operation or maintenance of the Tracking System or the normal business operations of such privilegeGrantor.

Inspection. The Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such At all reasonable times and intervals as upon at least 15 days' prior written notice to Lessee, Lessor, the Administrative Agent Owner Participant or such Lender the Indenture Trustee or their respective authorized representatives may designate; provided that, (not more than once every calendar year (unless a Default or an Event of Default has occurred and is continuingcontinuing when such inspection right shall not be so limited)) inspect the Aircraft and inspect and make copies (at Lessor's, (athe Owner Participant's or the Indenture Trustee's expense, as the case may be) Inspections may only be made of the books and records of Lessee relating to the maintenance of the Aircraft, and upon any such inspection by the Administrative AgentIndenture 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 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, 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) (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 extend in any Lender may accompany manner the Administrative Agent during any such Inspection conduct or duration of the major overhaul and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections direct any of the work performed in any twelve (12) month periodconnection with such overhaul. Prior to the occurrence None of a Default or Event of DefaultLessor, the Administrative Agent will use reasonable efforts Policy Provider, the Owner Participant or the Indenture Trustee shall have any duty to minimize make 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 such inspection nor shall any of its Subsidiaries will be required to disclose, permit the them incur any liability or obligation by reason of not making such inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege.

Inspection. The Borrower willIssuer agrees that, and on reasonable prior notice, it will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any representative of the PropertyIndenture Trustee, corporate books and financial records of during the Borrower and each of its Subsidiaries (each an “Inspection”)Issuer's normal business hours, to examine and make copies of all the books of accounts account, records, reports, and other financial records papers of the Borrower Issuer, to make copies and each of its Subsidiariesextracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer's affairs, finances and accounts of with the Borrower Issuer's officers, employees and each of its Subsidiaries withIndependent certified public accountants, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as often as may be reasonably requested; provided, however, that the Administrative Agent or such Lender Indenture Trustee may designate; provided thatonly cause the books of the Issuer to be audited on an annual basis, unless a Default or there occurs an Event of Default has occurred hereunder. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such 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 Indenture Trustee may reasonably determine with advice of counsel and after consultation with the Issuer and Administrator that such disclosure is continuingconsistent with its obligations hereunder. Notwithstanding anything herein to the contrary, (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent foregoing shall not be entitled construed to 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 prohibit (i) constitutes non-financial trade secretsdisclosure of any and all information that is or becomes publicly known through no fault of the Indenture Trustee, (ii) in respect disclosure of any and all information (which disclosure makes reference to the Administrative Agent Issuer, the Administrator or any 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 their respective representatives 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 agents) is prohibited by Law or any binding agreement with any third party or the Master Servicer (iii) in 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 body having or claiming authority to regulate or oversee any aspects of the Borrower’s reasonable judgmentIndenture Trustee's business or that of its affiliates, would compromise (C) pursuant to any attorney-client privilegesubpoena, privilege afforded to attorney work product civil investigative demand or similar privilegedemand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an affiliate or an officer, director or employee thereof is a party, (D) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated herein approved in advance by the 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 Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of Indenture Trustee advises such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests recipient of the Administrative Agent, confidential nature of the information being disclosed or (iv) any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeother disclosure authorized by the Issuer.

Inspection. The (a) Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each LenderAgent, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)duly authorized representatives or agents to visit any of Borrower's or such Subsidiary's properties and inspect any of Borrower's or such Subsidiary's assets or books and records, to examine and make copies of the Borrower's or such Subsidiary's books of accounts and other financial records of the Borrower and each of its Subsidiariesrecords, and to discuss the Borrower's or such Subsidiary's affairs, finances finances, and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective its officers and employees (provided an authorized representative of Borrower shall be allowed to be present) at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided thatdesignate and, unless a so long as no Default or Event of Default has occurred and is continuing, (a) Inspections may only with reasonable prior notice to Borrower and during regular business hours; provided that unless an Event of Default shall have occurred and shall be made by continuing, Borrower shall not be required to pay the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and expenses of more than one visit for each 12-month period. (b) the Administrative Subject to Section 2.10(c), Borrower will, and will cause each of its Subsidiaries to, permit Agent shall not be entitled and each of its duly authorized representatives or agents to make more than two (2) Inspections in any twelve (12) month periodconduct appraisals and valuations at such reasonable times and intervals as Agent may designate. Prior to the occurrence of a So long as no Default or Event of DefaultDefault has occurred and is continuing, the Administrative Agent will use reasonable efforts agrees to minimize any disruption to the business provide Borrower with a copy of the report for any such valuation upon request by 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 so long as (i) constitutes non-financial trade secretssuch report exists, (ii) in respect of which disclosure the third person employed by Agent 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 perform such valuation consents to such disclosure, and (iii) in the Borrower’s reasonable judgment, would compromise any attorneyBorrower executes and delivers to Agent a non-client privilege, privilege afforded reliance letter reasonably satisfactory to attorney work product or similar privilege, provided that the Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege.

Inspection. The Borrower willCompany shall permit, and will shall cause each of its the Subsidiaries toto permit, permit any holder of at least 15% of the Administrative Agent and outstanding Series A Preferred Stock or at least 15% of the outstanding Notes (any or each Lendersuch Person, a "Qualified Holder"), by its respective representatives and agentsrepresentatives, agents or attorneys, (a) to inspect any of the Property, corporate books and financial records of the Borrower and each examine all of its Subsidiaries books of account, records, reports and other papers, (each an “Inspection”), b) to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiariestake extracts from any thereof, and (c) to discuss the its affairs, finances and accounts with its officers and independent certified public accountants (and by this provision the Company hereby authorizes said accountants to discuss with any such holder the finances and accounts of the Borrower Company and the Subsidiaries) and (d) to visit and inspect, at reasonable times, upon reasonable prior notice, the properties of each of its Subsidiaries withthe Company and the Subsidiaries, and to be advised as in each case to the same by, their respective officers extent permitted by applicable federal and state law. Each such inspection shall be at such reasonable times and intervals as the Administrative Agent or such Lender may designateexpense of the Person making the inspection; provided that, unless a Default or Event of Default has occurred and is continuing, (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to 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) constitutes non-financial trade secrets, 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 the Company is not in respect compliance with any of which disclosure its covenants or agreements specified herein, in the Notes or the Articles of Incorporation, each Qualified Holder shall be entitled to have its expenses of any additional inspections paid or reimbursed by the Administrative Agent Company. 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 Lender (or their respective representatives or agents) is prohibited Subsidiary, any officers and employees thereof 31 and the attorneys and independent certified public accountants therefor shall be expenses payable by Law or the Company and shall not be expenses of the Person making any binding agreement with any third party or (iii) inspection. Any information acquired in the Borrower’s reasonable judgment, would compromise course of any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that the Borrower such inspection shall make available redacted versions not be used in violation of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegesecurities laws.

Inspection. The Borrower willshall, and will shall cause Global Medical REIT and each of its Subsidiaries Subsidiary to, permit the Administrative Agent Agent, and any or each Lender, by of its respective duly authorized representatives and agents, during normal business hours and subject to the provisions of any applicable Leases, to visit and inspect any of the Borrowing Base Property, corporate books books, and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)records, to examine and make copies of the its books of accounts and other financial records (which shall be subject to the confidentiality requirements of the Borrower and each of its SubsidiariesSection 12.25 hereof), and to discuss the its affairs, finances finances, and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, its officers, employees and independent public accountants (and by this provision the Borrower hereby authorizes such accountants to discuss with any of the Arrangers (or any of their respective officers affiliates) the finances and affairs of Global Medical REIT, the Borrower and its Subsidiaries) at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, with reasonable prior notice to the Borrower and no more often than once in any period of twelve (12) consecutive months unless a Default or an Event of Default has occurred and is continuing, (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior to the occurrence of a Default or Event of DefaultIn addition, the Administrative Agent will use reasonable efforts to minimize any disruption to may, and at the business direction of the Borrower and its Subsidiaries. Notwithstanding anything to the contrary in this Section 6.10Required Lenders, none shall, obtain updated Appraisals of the Borrower or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts ofBorrowing Base Property, or discussportions thereof, any document, information or other matter that (i) constitutes non-financial trade secrets, (ii) in respect of which disclosure from time to time as the Administrative Agent or 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 request. The costs and expenses incurred in obtaining any Lender (or their respective representatives or agents) is prohibited such Appraisal shall in each case be borne 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 not be required to pay for more than one (1) Appraisal for each Borrowing Base Property in any period of requested documents ortwelve (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) minimize the administrative burden of such inspections on Global Medical REIT, if unable to do so consistent the Borrower and their Subsidiaries, (ii) minimize the interference with the preservation business of such privilegeGlobal Medical REIT, the Borrower and their Subsidiaries and (iii) not disturb the occupancy of any Real Property by any Tenant. As soon as practicable after the request of the Administrative Agent (which request shall endeavor be given by the Administrative Agent at the request of the Required Lenders), the Borrower shall deliver a current property condition report, in good faith otherwise form and substance reasonably acceptable to disclose information responsive 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 requests 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 (1) property condition report for each Borrowing Base Property in any Lender or any period of their respective representatives twelve (12) consecutive months unless an Event of Default has occurred and agents, in a manner that will protect such privilegeis continuing.

Inspection. The Borrower willUpon at least two (2) Business Days’ prior written notice to Lessee, Lessor and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agentsagents (each, an “Inspecting Party”), may from time to time (but not more frequently than one time per calendar quarter), during normal business hours and in a commercially reasonable manner and at their own risk, to inspect the Property, to verify compliance with the provisions of this Lease. No Sublease shall contain any restrictions on inspection other than as set forth herein. The Inspecting Party shall repair any damage caused by any inspection performed pursuant to this Section 15.1. Lessee shall have the right to have its representatives, including security guards, present at any such inspection. In addition, Lessee may designate one or more reasonably sized “secure areas” to which no Inspecting Party shall have access and the Inspecting Party shall comply with Lessee’s other reasonable security requirements. Notwithstanding the foregoing, Lessor shall have the right to inspect such “secure areas” if required by Lessor’s board of directors or auditors, subject to a representative of Lessee being present at all times with the Inspecting Party. No video or other photography of any such area shall be permitted. Each Inspecting Party agrees to hold in confidence all proprietary information and trade secrets of which it becomes aware during such inspection. All such inspections shall be at Lessor’s expense. In no event shall such inspections materially disrupt Lessee’s ongoing business operations within the Building or on the Property. Notwithstanding anything in this Lease to the contrary, no prior notice to Lessee is required for Lessor’s inspection resulting from an emergency. For the period of six (6) months prior to the expiration of the term of this Lease, Lessor may show the Property to prospective tenants upon at least two (2) Business Days’ prior written notice to Lessee. In addition, at any time during the term of this Lease, Lessor shall have a right show the Property to prospective purchasers of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as subject to the same byLease, their respective officers upon at such reasonable times and intervals 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 made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to make more than least two (2) Inspections in any twelve (12) month period. Prior Business Days’ prior written notice to the occurrence of Lessee and subject to such parties being accompanied at all times by 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeLessee representative.

Inspection. The Borrower willIssuer agrees that, and on reasonable prior notice, it will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any representative of the PropertyIndenture Trustee, corporate books and financial records of during the Borrower and each of its Subsidiaries (each an “Inspection”)Issuer’s normal business hours, to examine and make copies of all the books of accounts account, records, reports and other financial records papers of the Borrower Issuer, to make copies and each of its Subsidiariesextracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts of with the Borrower Issuer’s officers, employees and each of its Subsidiaries withIndependent certified public accountants, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as often as may be reasonably requested for the Administrative Agent 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 Lender may designateinformation; provided thatprovided, unless a Default however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or Event of Default has occurred and is continuingbecomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuer or its agents, (aii) Inspections may only be made 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- 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 or prospectus, registration statement or contract or other document pertaining to the transactions contemplated by this Indenture and approved in advance by the Administrative AgentIssuer 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 any Lender may accompany the Administrative Agent during any Indenture Trustee advises such Inspection and (b) the Administrative Agent shall not be entitled to 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 recipient of the Borrower and its Subsidiaries. Notwithstanding anything to the contrary in this Section 6.10, none confidential nature of the Borrower or any of its Subsidiaries will be required information being disclosed and such recipient agrees to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, keep such information or other matter that (i) constitutes non-financial trade secretsconfidential, (iiiii) in respect of which any other disclosure authorized by the Issuer or (iv) 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive other parties to the requests of transactions contemplated by the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeRelated Documents.

Inspection. The Borrower will(a) 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, any Lender, and will cause each of their respective duly authorized representatives or agents to visit any of its Subsidiaries to, permit the Administrative Agent properties and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate its assets or books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)records, to examine and make copies of the its books of accounts and other financial records of the Borrower and each of its Subsidiariesrecords, and to discuss the its affairs, finances finances, and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective its officers and employees (provided, that representatives of Borrower shall be allowed to be present), at such Borrower's expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.5(c). (b) Permit, upon reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Default or prior notice except if an Event of Default has occurred and is continuingcontinuing (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 expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.5(c). (ac) Inspections may only So long as no Event of Default shall have occurred and be made by the Administrative Agent; providedcontinuing during a calendar year, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent Borrower shall not be entitled obligated to make reimburse Agent for more than two 1 field examinations in such calendar year (2) Inspections in increasing to 2 field examinations if Excess Availability is equal to or less than 20% of the Maximum Revolver Amount at any twelve (12) time during the immediately preceding 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 1 inventory appraisal 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agentscalendar year, in each case, except for field examinations and appraisals conducted in connection with a manner that will protect such privilegeproposed Permitted Acquisition (whether or not consummated).

Inspection. The Borrower willAdministrative Agent (by any of its officers, employees and agents), on behalf of the Secured Parties, shall have the right upon prior notice to an executive officer of any Grantor, and will cause each at any reasonable times during such Grantor’s usual business hours (and no more frequently than quarterly unless an Event of its Subsidiaries to, permit the Administrative Agent Default has occurred and any or each Lender, by its respective representatives and agentsis 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 Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)Collateral is located, to examine discuss such Grantor’s affairs and make copies 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 books of accounts and other financial records of the Borrower and each of its Subsidiaries, Loan Documents) and to discuss verify with any such officer or any such independent public accountant other than (except as expressly otherwise permitted in the affairsLoan Documents) Account Debtors the amount, finances quality, quantity, value and accounts of condition of, or any other matter relating to, the Borrower and each of its Subsidiaries withCollateral and, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Default or if an Event of Default has occurred and is continuing, (a) Inspections may only be made by to discuss such Grantor’s affairs and finances with such Grantor’s Account Debtors and to verify the Administrative Agent; providedamount, that quality, value and condition of, or any Lender may accompany other matter relating to, the Administrative Agent during any Collateral with such Inspection and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month periodAccount Debtors. Prior to Upon or after the occurrence and during the continuation of a Default or an Event of Default, the Administrative Agent will use reasonable efforts may at any time and from time to minimize any disruption to the business of the Borrower time employ 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) constitutes non-financial trade secrets, (ii) in respect of which disclosure to maintain on such Grantor’s premises a custodian selected by 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 who shall make available redacted versions of requested documents or, if unable have full authority to do so consistent with all acts necessary to protect the preservation Administrative Agent’s (for the benefit of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of Secured Parties) interest. All reasonable expenses incurred by the Administrative Agent, any Lender or any on behalf of their respective representatives the Secured Parties, by reason of the employment of such custodian shall be paid by such Grantor on demand from time to time and agents, in a manner that will protect such privilegeshall be added to the Secured Obligations secured by the Collateral.

Inspection. The Borrower willFollowing the Closing, the Collateral Agent (on behalf of all Holders) shall have the right (a) at reasonable times during normal business hours and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agentsupon reasonable prior notice, to visit and inspect any of the Property, corporate books and financial records offices of the Borrower and each of its Subsidiaries (each an “Inspection”)any Note Party, to examine and make copies all of the books of accounts account, records, reports and other financial records papers of the Borrower any Note Party, to make copies and each of its Subsidiaries, extracts therefrom and to discuss the affairs, finances and accounts of any Note Party with the Borrower directors and each officers of any Note Party (and by this provision, Issuer authorizes its Subsidiaries withdirectors and officers to discuss the affairs, finances and to be advised as to accounts of any Note Party with the same byCollateral Agent), their respective officers all at such reasonable times and intervals as the Administrative Agent or such Lender often as may designate; provided thatbe reasonably requested, but not more frequently than once per fiscal year unless a Default or an Event of Default has occurred and is continuing, (a) Inspections in which case the Collateral Agent may only be made by do any of the Administrative Agent; providedforegoing on a more frequent basis than once per fiscal year, that any Lender may accompany the Administrative Agent during any such Inspection and (b) to discuss the Administrative Agent 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 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 be entitled to participate in or observe all such visits, inspections, examinations and discussions. Notwithstanding the 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 entitled to make more than two (2) Inspections in any twelve (12) month period. Prior to the occurrence of a Default unreasonably withheld, conditioned or Event of Defaultdelayed, the Administrative Agent will use reasonable efforts to minimize any disruption to the business of the Borrower all rights and its Subsidiaries. Notwithstanding anything to the contrary in privileges under this Section 6.10, none of 4.4 shall be transferred to a representative chosen by 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeRequisite Holders.

Inspection. The Borrower (a) Parent will, and will cause each of its Restricted Subsidiaries to, permit the Administrative Agent Agent, and any its duly authorized representatives or each Lender, by its respective representatives and agents, with reasonable prior notice to Administrative Borrower and during regular business hours, to visit any of its properties and inspect any of the Property, corporate its assets or books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)records, to examine and make copies of the its books of accounts and other financial records of the Borrower and each of its Subsidiariesrecords, and to discuss the its affairs, finances finances, and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective its officers and employees (provided, that an authorized representative of Administrative Borrower shall be allowed to be present) at such reasonable times and intervals as the Administrative Agent or such Lender Agent, may designate; provided thatdesignate and, unless a so long as no Default or Event of Default has occurred and is continuing, (a) Inspections may only be made by with reasonable prior notice to Administrative Borrower and during regular business hours, at Borrowers’ expense in accordance with the Administrative Agent; providedprovisions of the Fee Letter, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior subject 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 Subsidiarieslimitations set forth below in Section 5.7(c). Notwithstanding anything to the contrary herein or in this Section 6.10any other Loan Document, none of the Borrower or Loan Parties nor any of its or their Subsidiaries will be required to disclose, disclose or permit the inspection, examination inspection or making copies or abstracts discussion of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective its representatives or agents) is prohibited by Law any applicable law or any binding agreement with any a third party (provided, that, with respect to 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 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 examination 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 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) in all field examinations and appraisals commenced during the Borrower’s reasonable judgment, would compromise existence of any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that the Borrower shall make available redacted versions Event of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive Default. Notwithstanding anything herein to the requests of the Administrative Agentcontrary, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeBorrowers shall not be obligated to reimburse Agent for more than one environmental audit per year.

Inspection. (a) The Borrower willLessee shall permit the Indenture Trustee, the Owner 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 will cause each of its Subsidiaries to, permit under conditions reasonably acceptable to the Administrative Agent Lessee and any or each Lender, by its respective representatives and agentssubject to Section 11.5 hereof, to visit and inspect any the Production System, to make copies of and extracts from the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its SubsidiariesLessee related thereto, and to discuss have access to officers and the affairs, finances and accounts independent public accountants of the Borrower Lessee, all upon reasonable notice and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times during normal business hours and intervals 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 made by the Administrative Agentreasonably requested; provided, however, that any Lender may accompany the Administrative Agent during any such Inspection and (bA) the Administrative Agent shall not be entitled to make more than two (2unless there exists a continuing Lease Default described in Section 15(d) Inspections in any twelve (12) month period. Prior but only to the occurrence extent such Lease Default relates to the maintenance of the Production System) or Section 15(g) of the Lease or a Default or Lease Event of Default, the Administrative Agent Indenture Trustee, the Owner Participant and the Grantor Trustee may not make more than one (1) such inspection in any calendar 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 the provisions of the Operating Agreement and under the supervision of the 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 this Section 10.7 and (D) the Lessee will use reasonable efforts cooperate with the Grantor Trustee, the Owner Participant and the Indenture Trustee to minimize the transportation cost associated with an 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 disruption authorized representatives thereof) for examination during any inspection pursuant to this Section 10.7, any written reports in its possession relating to the business use, operation and maintenance of the Borrower and its Subsidiaries. Notwithstanding anything Production System, including reserve reports, subject to the contrary restrictions set forth in Section 11.5. (b) No Person entitled to make any inspection or inquiry referred to in this Section 6.10, none of the Borrower 10.7 shall have any duty to make such inspection or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts ofinquiry, or discuss, shall incur any document, information liability or other matter that (i) constitutes non-financial trade secrets, (ii) in respect obligation by reason of which disclosure to the Administrative Agent not making any such inspection 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeinquiry.

Inspection. (a) The Borrower willCompany will permit, and will cause each of its Subsidiaries toto permit, permit the Administrative Agent Purchasers and any or each Lender, by its their respective representatives Representatives to visit and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)properties, to examine its corporate, financial and operating records and make copies thereof or abstracts therefrom, and to discuss its affairs, business practices, finances and accounts with their respective directors, officers and independent public accountants, as often as may be reasonably requested, upon reasonable advance notice to the Company. (b) Each Purchaser will utilize reasonable good faith efforts to maintain, and cause its Representatives to maintain, as confidential any information obtained from the Company pursuant to Section 6.1.4 (a) (other than information which (i) at the time of disclosure or thereafter is generally available to and known by the books public (other than as a result of accounts and a disclosure directly or indirectly by such Purchaser or any of its representatives), (ii) is available to such Purchaser on a non-confidential basis from a source other financial records of than the Borrower and each Company or its Subsidiaries, provided that such source was not known by such Purchaser to be bound by a confidentiality agreement with the Company or any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries withor (iii) has been independently developed by such Purchaser), and shall not disclose any information obtained from the Company pursuant to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Default or Event of Default has occurred and is continuing, Section 6.1.4 (a) Inspections may only and required to be made by maintained as confidential pursuant hereto, except (1) to the Administrative Agent; providedrespective Representatives, that any Lender may accompany the Administrative Agent during any agents, partners and employees of such Inspection and (b) the Administrative Agent shall not be entitled to make more than two Purchaser, (2) Inspections to any bona fide prospective transferee of any of the Securities or the shares of Common Stock issued upon the exercise of the Warrants or of an interest in such Purchaser or in a successor fund sponsored by such Purchaser or its Affiliates, (3) as may be required by law (including a court order, subpoena or other administrative order or process) or applicable regulations to which such Purchaser is or becomes subject, (4) in connection with any twelve litigation arising out of or related to this Agreement, (125) 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 executive officers of the Borrower and its Subsidiaries. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower Company or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts ofSubsidiaries, or discuss, any document, information or other matter that (i6) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests written consent of the Administrative Agent, any Lender or any Company. Each Purchaser shall be responsible for breaches of their respective representatives and agents, in a manner that will protect this Section 6.1.4(b) by such privilegePurchaser's Representatives.

Inspection. The Borrower 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, during regular business hours and will cause each of its Subsidiaries towith reasonable prior written notice, permit the Administrative Agent and any or each Lender, by its respective agents or representatives and/or certified public accountants or other auditors acceptable to the Administrative Agent, to: (i) examine and agentsmake copies of and abstracts from all books and records relating to the financial affairs of any Loan Party or any of their Subsidiaries or any Collateral, (ii)(A) visit the offices and properties of the Borrower for the purpose of examining such books and records and to verify materials, leases, notes, inventory, accounts receivable, deposit accounts and its other assets, to inspect 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 Material Real Property, conduct Phase I ESAs (and, if reasonably requested by the Administrative Agent or the Required Lenders based upon the results of any such Phase I ESA, a Phase II ESA) or examinations, provided that Phase I ESAs shall be delivered in connection with any Mortgage on 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 Loan Documents to which it is a party with any of the Propertyofficers, corporate directors, employees or independent public accountants of the Borrower, to the extent reasonably available, having knowledge of such matters and (iv) conduct a review of its books and records with respect to the financial records affairs of the Borrower and each any Loan Party or any of its their Subsidiaries or any Collateral (each inspection and audit described in clauses (i) though (iv) above, an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege.

Inspection. The Borrower willAt all reasonable times so long as the Aircraft is subject to the Lien of this Agreement, Mortgagee or its authorized representatives may at its own expense (unless an Event of Default shall have occurred and will cause each be continuing, or unless such inspection discloses any material failure by Mortgagor to comply with the provisions of its Subsidiaries tothis Agreement in which case, permit at Mortgagor's expense) and risk conduct a visual walk-around inspection of the Administrative Agent Aircraft and any or each LenderEngine (including, by its respective representatives and agentswithout limitation, to inspect any a visual walk-around inspection of the PropertyAircraft during any "C" check or other heavy maintenance) and may inspect the books, corporate books logs and financial records of the Borrower and each of its Subsidiaries Mortgagor (each an “Inspection”), to examine and make copies of the books of accounts such books, logs and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as records) relating to the same by, their respective officers at such reasonable times operation and intervals as the Administrative Agent or such Lender may designatemaintenance thereof; provided that, unless a Default or Event of Default has occurred and is continuing, that (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection inspection shall be subject to the safety, security and workplace rules applicable at the location where such inspection is conducted and any applicable governmental rules or regulations and (b) in the Administrative Agent case of an inspection during a maintenance visit, such inspection shall not interfere with the normal conduct of such maintenance visit or extend the time required for such maintenance visit or, 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 the Holders and shall not be entitled furnished or disclosed by them to make more anyone other than two (2) Inspections 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 possible transfer and sale of such Holder's interest in any twelve (12) month period. Prior Security, if such Person shall have entered into an agreement similar 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 that contained in this Section 6.106.10 whereby such Person agrees to hold such information confidential, none and except as may be required by an order of any court or administrative agency or by any statute, rule, regulation or order of any governmental authority or as may be necessary to enforce the Borrower 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 Subsidiaries will be required obligations under this Agreement. If requested by Mortgagee, Mortgagor shall give reasonable prior written notice to discloseMortgagee of the date on which the Aircraft, permit Airframe or any Engine undergoes its next scheduled maintenance visit and next major check, and with respect to any Engine the inspectionnext off-the-wing maintenance, examination 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 major check or making copies or abstracts ofmaintenance, or discussmake available for inspection by Mortgagee all relevant records, any document, information or other matter that (i) constitutes non-financial trade secrets, (ii) in respect of which disclosure logs and documents relating 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeAircraft.

Inspection. The Borrower willAt all reasonable times, and upon reasonable prior notice, the Company will cause each of its Subsidiaries to, permit representatives designated by the Administrative Agent and or by any or each Lender, by its respective representatives and agents, Lender through the Administrative Agent to inspect any visit the offices of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and Company or each of its Subsidiaries, to examine the books and records thereof and Accountants’ reports relating thereto, and to make copies or extracts therefrom, to discuss the affairs, finances and accounts affairs of the Borrower Company and each of its Subsidiaries withwith the respective officers thereof, and to examine and inspect the Property of the Company and its Subsidiaries and to meet and discuss the affairs of the Company and its Subsidiaries with the Accountants in the presence of a designated representative of the Company; provided that (i) such representatives shall be advised as reasonably acceptable to the same byCompany, their respective officers at such shall agree to any reasonable times confidentiality obligations proposed by the Company, and intervals as shall follow the Administrative Agent or such Lender may designate; provided that, guidelines and procedures generally imposed upon like visitors to the Company’s and its Subsidiaries’ facilities and (ii) unless a Default or Event of Default has shall have occurred and is be continuing, (a) Inspections may there shall only be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any one such Inspection visit and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections inspection 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 Subsidiariesfiscal year. Notwithstanding anything to the contrary in this Section 6.106.08, none of the Borrower 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 (ix) constitutes non-financial trade secrets, (iiy) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by Law law or any binding agreement with any third party or (iiiz) in the BorrowerCompany’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that the Borrower Company shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege.

Inspection. The Borrower willIssuer agrees that, and on reasonable prior notice, it will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any representative of the Property, corporate books and financial records of Indenture Trustee or the Borrower and each of its Subsidiaries (each an “Inspection”)Backup Servicer during the Issuer’s normal business hours, to examine and make copies of all the books of accounts account, records, reports and other financial records papers of the Borrower Issuer, to make copies and each of its Subsidiariesextracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts of with the Borrower Issuer’s officers, employees and each of its Subsidiaries withindependent certified public accountants, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the Administrative Agent 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 Lender may designate; provided thatdisclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, unless a Default or Event of Default has occurred and is continuing, (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent foregoing shall not be entitled construed to 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 prohibit (i) constitutes non-financial trade secretsdisclosure of any and all information that is or becomes publicly known 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 Issuer, (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 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 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, the Backup Servicer or an affiliate or an officer, director, employer or shareholder thereof is a party, (D) in respect of which disclosure any preliminary or final offering circular, registration statement or contract or other document pertaining to the Administrative Agent transactions contemplated herein approved in advance by the Issuer or (E) to any Lender (affiliate, independent or their respective representatives internal auditor, agent, employee or agents) is prohibited by Law attorney of the Indenture Trustee or any binding agreement with any third party the Backup Servicer having a need to know the same; provided that the Indenture Trustee or the Backup Servicer advises such recipient of the confidential nature of the information being disclosed, or (iii) in any other disclosure authorized by 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeIssuer.

Inspection. The Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior to the occurrence Each 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) constitutes non-financial trade secretsthe Requisite Global Majority (acting as one group) and their agents, (ii) in respect if the Manager is not EXLP or an EXLP Affiliate and the Issuer has not been furnished with a copy of which disclosure to the Administrative Agent or any Lender report generated by the Requisite Global Majority (or their respective representatives or its agents) is prohibited by Law or any binding agreement with any third party or 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 Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that format which the Borrower shall make available redacted versions of requested documents Manager uses for the Other EXLP Compressors (or, if unable the Manager is not EXLP or an EXLP Affiliate, Compressors or equipment of a type similar to do so consistent 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 normal business hours, (b) be subject to the Manager’s customary security procedures and the execution of reasonable and customary confidentiality agreements and (c) not unreasonably disrupt the Manager’s business. For purposes of any such inspection, the Manager shall grant the Requisite Global Majority, the Issuer and their agents (as applicable) access to the Manager’s computer systems (including the receivables aging system) and data relating solely to the Owner Compressors contained therein (and with respect to the EXLP Compressors to the extent necessary to evaluate compliance with the preservation Related Documents). (b) Each of such privilege, shall endeavor in good faith otherwise to disclose information responsive to (i) the requests Requisite Global Majority (acting as one group) and their agents and (ii) if the Manager is not EXLP or an EXLP Affiliate and the Issuer has not been furnished with a copy of the Administrative Agentreport generated by the Requisite Global Majority (or its agents) with respect to its rights hereunder, the Issuer (and its agents) shall have the right to (x) one such inspection per calendar year (and an additional inspection by any Lender 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 Series Enhancer) of the Manager and (x) one additional inspection at the cost and expense of the Requisite Global Majority or any of 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 representatives agents) shall have the right to conduct such inspections any number of times and agents, in a manner that will protect such privilegeeach time the costs and expenses shall be borne by the Manager.

Inspection. The Borrower willTIMET shall permit (and shall cause its Subsidiaries to permit) the Agent, any Lender, and will cause each their designees, at any reasonable time and at reasonable intervals of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiariestime, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such upon reasonable times and intervals as the Administrative Agent notice (or such Lender may designate; provided that, unless if a Default or Event of Default has shall have occurred and is continuing, at any time and without prior notice), to (a) Inspections may only be made by visit and inspect the Administrative Agent; providedproperties of TIMET or a Subsidiary of TIMET, that any Lender may accompany the Administrative Agent during any such Inspection and (b) make copies of and take abstracts from the Administrative books and records of TIMET or a Subsidiary of TIMET, and (c) discuss the affairs, finances, and accounts of TIMET or a Subsidiary of TIMET with appropriate officers, employees, and accountants of TIMET (or its Subsidiary), provided, however, that the Lenders agree that before they request information from TIMET’s outside accountants, the Lenders shall request the information in question from TIMET and shall seek such information from TIMET’s accountants only if TIMET fails to provide the information to the Lenders reasonably promptly. Without limiting the generality of the foregoing, TIMET shall permit periodic reviews (as determined by the Agent in its reasonable discretion) of the books and records of TIMET or a Subsidiary of TIMET to be carried out by the Agent. The Agent and the Lenders shall not make reasonable efforts to cause their inspections, visitations, and examinations under this Agreement to be entitled to make more than two (2) Inspections conducted jointly. TIMET shall reimburse the Agent for all costs incurred by the Agent in connection with any twelve (12) month period. Prior to inspections or other inquiries under this Section 9.11 of this Agreement, and shall reimburse any Lender for all costs incurred by such Lender hereunder following the occurrence of a Default or and during the existence of an Event of Default, the Administrative Agent will use reasonable efforts to minimize any disruption to the business all as more particularly specified in Section 15.8 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeAgreement.

Inspection. The Borrower willPriority Collateral Agent (by any of its officers, employees and agents), on behalf of the Priority Secured Parties, shall have the right upon prior notice to an executive officer of any Grantor, and will cause each of its Subsidiaries to, permit the Administrative Agent and at any or each Lender, by its respective representatives and agentsreasonable times during such Grantor's usual business hours, 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 PropertyCollateral is located, corporate books to discuss such Grantor's affairs and financial records finances with any Person (other than Persons obligated on any Accounts ("Account Debtors") except as expressly otherwise permitted in the any of the Borrower Transaction Documents) and each of its Subsidiaries to verify with any Person other than (each an “Inspection”), to examine and make copies except as expressly otherwise permitted in any of the books of accounts Transaction Documents) Account Debtors the amount, quality, quantity, value and condition of, or any other financial records of matter relating to, the Borrower and each of its SubsidiariesCollateral and, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Default or if an Event of Default has occurred and is continuing, (a) Inspections may only be made by to discuss such Grantor's affairs and finances with such Grantor's Account Debtors and to verify the Administrative Agent; providedamount, that quality, value and condition of, or any Lender may accompany other matter relating to, the Administrative Agent during any Collateral with such Inspection and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month periodAccount Debtors. Prior to Upon or after the occurrence and during the continuation of a Default or an Event of Default, the Administrative Priority Collateral Agent will use may at any time and from time to time employ and maintain on such Grantor's premises a custodian selected by the Priority Collateral Agent who shall have full authority to do all acts necessary to protect the Priority Collateral Agent's (for the benefit of the Priority Secured Parties) security interests in the Collateral. All reasonable efforts expenses incurred by the Priority Collateral Agent, on behalf of the Priority Secured Parties, by reason of the employment of such custodian shall be paid by such Grantor on demand from time to minimize any disruption time and shall be added to the business Secured Obligations secured by the Collateral, and any amounts not so paid on demand (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeDefault Rate.

Inspection. The Borrower willAt reasonable times, and will cause each of its Subsidiaries tobut upon at least 15 Business Days’ prior written notice to the applicable Grantor, permit any Lender (provided that all Lenders shall exercise their respective inspection rights at the Administrative same time) or Collateral Agent and any or each Lendertheir respective authorized representatives may, by its respective representatives and agentssubject to the other conditions or this Section 2.04, to inspect any Airframe, Engine, Spare Engine or Pledged Spare Part and may inspect the books and records of such Grantor, relating to the maintenance of the PropertyAirframe, corporate books Engines, Spare Engines and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and Pledged Spare Parts required to be advised as to maintained by the same by, their respective officers at such reasonable times and intervals as FAA or the Administrative Agent or such Lender may designategovernment of another jurisdiction in which any Aircraft is then registered; provided that: (i) any Lender or Collateral Agent or their respective representatives, unless as the case may be, shall be fully insured at no cost to Grantors in a Default manner reasonably satisfactory to Grantors with respect to any risks incurred in connection with any such inspection or shall provide to the applicable Grantor a written release satisfactory to such Grantor with respect to such risks; (ii) any such inspection shall be during such Grantor’s normal business hours and subject to the safety, security and workplace rules applicable at the location where such inspection is conducted and any applicable governmental rules or regulations; (iii) any such inspection of any Airframe, Engine or Spare Engine shall be a visual, walk-around inspection of the interior and exterior thereof and shall not include opening any panels, bays or the like without such Grantor’s express consent, which consent such Grantor may in its sole discretion withhold; (iv) any such inspection of an Airframe, Engine, Spare Engine or Pledged Spare Part shall occur only during regularly scheduled maintenance visits (and each Grantor shall notify Lender and Collateral Agent, upon request, of the next scheduled maintenance visit); and (v) no exercise of such inspection right shall interfere with the use, operation or maintenance of any Airframe, Engine, Spare Engine or Pledged Spare Part by, or the business of, such Grantor and no Grantor shall be required to undertake or incur any additional liabilities in connection therewith. All information obtained in connection with any such inspection of an Airframe, Engine, Spare Engine or Pledged Spare Part and of such books and records shall be treated by each Lender and Collateral Agent and their respective representatives in accordance with the provisions of Section 10.13 of the Credit Agreement. Any inspection pursuant to this Section 2.04 shall be at the sole risk (including, without limitation, any risk of personal injury or death) and expense of the Lender or Collateral Agent (or their respective representatives) making such inspection; provided that the costs of any such inspection during the continuance of an Event of Default has occurred and is continuing, (a) Inspections may only shall be made by for account of Grantors. Except during the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior to the occurrence continuance of a Specified Default or an Event of Default, the Administrative all inspections by a Lender and Collateral 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) constitutes 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 provided for under this Section 2.04 shall be limited to one inspection of any kind contemplated by Law or this Section 2.04 during 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeconsecutive twelve month period.

Inspection. The Borrower will(a) Company shall, and will shall cause each of its Subsidiaries to, (i) permit any authorized representatives designated by a Bank, at the expense of that Bank, to visit and inspect any of the properties of Company or any of its Subsidiaries, including their financial and accounting records, and to make copies and take extracts therefrom, and to discuss their affairs, finances and accounts with their officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested, and (ii) following the occurrence and during the continuation of an Event of Default, permit any authorized representatives designated by a Bank, at the expense of Company, to visit and inspect any of the properties of Company or any of its Subsidiaries, including their financial and accounting records, and to make copies and take extracts therefrom, and to discuss their affairs, finances and accounts with their officers and independent public accountants, immediately upon request by Agent. (b) Company shall, and shall cause each of its Subsidiaries to, permit E & Y Restructuring LLC and its affiliates, at the Administrative Agent and any or each Lender, by its respective representatives and agentsexpense of Company, to inspect any of have access to and review their financial and accounting records in connection with the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), services to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, be performed by E & Y Restructuring LLC for Banks and to discuss the their affairs, finances and accounts accounts. The scope of such services shall be determined by Banks from time to time and shall include a monthly review during the Borrower first six months following the Closing Date (including a review of all Derivative/FX Contracts) and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; a quarterly review thereafter. Banks agree that provided that, unless a Default or no Event of Default has occurred and is continuing, (a) Inspections may only the Professional -------- Costs for the services of E & Y Restructuring LLC for which Company shall be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent liable shall not exceed $600,000 in the aggregate plus all related expenses. ---- Information acquired by a Bank pursuant to this Section shall be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior subject to the occurrence confidentiality provisions 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege10.9.

Inspection. The Borrower willIssuing Entity agrees that, and on reasonable prior notice, it will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any representative of the Property, corporate books and financial records of Indenture Trustee during the Borrower and each of its Subsidiaries (each an “Inspection”)Issuing Entity's normal business hours, to examine and make copies of all the books of accounts account, records, reports and other financial records papers of the Borrower Issuing Entity, to make copies and each of its Subsidiariesextracts therefrom, to cause such books to be audited by Independent Public Accountants, and to discuss the Issuing Entity's affairs, finances and accounts of with the Borrower Issuing Entity's officers, employees and each of its Subsidiaries withIndependent certified public accountants, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as often as may be reasonably requested. The Indenture Trustee shall, and shall cause its representatives to, hold in confidence all such information except to the Administrative Agent or 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 Lender may designate; provided thatdisclosure is consistent with its obligations hereunder. Nothwithstanding anything herein to the contrary, unless a Default or Event of Default has occurred and is continuing, (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent foregoing shall not be entitled construed to 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 prohibit (i) constitutes non-financial trade secretsdisclosure 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, (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 body having or claiming authority to regulate or oversee any respects 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 an officer, director, employer or shareholder thereof is a party, (D) in respect of which disclosure any preliminary or final offering circular, registration statement or contract or other document pertaining to the Administrative Agent transactions contemplated by the Agreement approved in advance by the Issuing Entity or (E) to any Lender (affiliate, independent or their respective representatives internal auditor, agent, employee or agents) is prohibited by Law or any binding agreement with any third party attorney of the Indenture Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) in any other disclosure authorized by the Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product Servicer or similar privilege, provided that the Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeIssuing Entity.

Inspection. The Borrower willEach Credit Party shall, and will shall cause each of its Restricted Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, independent contractors of Agent to visit and inspect any Properties of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)any Credit Party, to examine its corporate, financial and operating records, and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiariesthereof or abstracts therefrom, and to discuss the its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower Credit Parties and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as during normal business hours, upon reasonable advance notice to the Administrative Agent or such Lender may designateBorrower; provided that, unless a Default or Agent shall not exercise such rights more often than one (1) time during any calendar year absent the existence and continuance of an Event of Default; provided further that when an Event of Default has occurred exists, Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Credit Parties at any time during normal business hours and is continuing, (a) Inspections may only be made by without advance notice. Agent shall give the Administrative AgentBorrower the opportunity to participate in any discussions with the Borrower’s independent public accountants; provided, provided further that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to 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 Subsidiariesrepresentatives 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 6.104.9, none of the Borrower or any of its Restricted Subsidiaries will be required to disclose, disclose or permit the inspection, examination inspection or making copies or abstracts discussion of, or discuss, any document, information or other matter that (i) that constitutes non-financial trade secretssecrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agentscontractors) is prohibited by Requirements of Law or any legally binding confidentiality agreement with any third party or (iii) in the Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded that is subject to attorney work product client or similar privilegeprivilege or constitutes attorney work product; provided that, provided that in each case, the Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose advise Agent that information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeis being withheld.

Inspection. The Borrower will, Company shall permit and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, if any, 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 of the properties of the Company and its subsidiaries, examine their books and take copies and extracts therefrom, and discuss the affairs, finances and accounts of the Borrower Company and each its Subsidiaries with their officers, employees and public accountants (and the Company hereby authorizes said accountants to discuss with such Class A Member and such designees such affairs, finances and accounts), all at reasonable times during normal business hours and upon reasonable prior written notice and under reasonable circumstances, to the extent reasonably requested 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). Each Class A Member acknowledges and agrees that nothing herein or otherwise shall require the Company and/or any of its Subsidiaries withto provide such Class A Member or its designee with access to any personnel, and offices, properties, information, books and/or records of the Company and/or any of its Subsidiaries where such access would (in the good faith opinion of the Board) (i) be prohibited by or otherwise limited or restricted by, or be in violation of any applicable laws or regulations of any Governmental Authority (including anti-trust or anti-competition laws or regulations) or the provisions of any agreement (including any confidentiality obligations to which the Company and/or any of its Subsidiaries may be advised as bound with respect to any of its other customers or vendors), (ii) cause competitive or commercial harm to the same byCompany and/or any of its Subsidiaries, their respective officers at such reasonable times and intervals 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 made determined in good faith by the Administrative AgentBoard and/or (iii) be unreasonable in terms of frequency or level of access; provided, that in the event any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled information is withheld pursuant to make more than two (2) Inspections in any twelve (12) month period. Prior to the occurrence of a Default or Event of Defaultthis sentence, the Administrative Agent will Company shall use commercially reasonable efforts to minimize any disruption provide reasonable summaries of the information requested to the business of extent the Borrower and its Subsidiaries. Notwithstanding anything Company is able to provide such reasonable summaries without violating 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 foregoing clauses (i) constitutes 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 and (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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege).

Inspection. The Borrower (a) Each Loan Party will, and will cause each of its Subsidiaries to, permit the Administrative Agent Agent, Revolving Agent, and their respective duly authorized representatives or agents to visit any or each Lender, by of its respective representatives properties and agents, to inspect any of the Property, corporate its assets or books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)records, to examine and make copies of the its books of accounts and other financial records of the Borrower and each of its Subsidiariesrecords, and to discuss the its affairs, finances finances, and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective its officers and employees (provided, that an authorized representative of Borrowers shall be allowed to be present) at such reasonable times and intervals as the Administrative Agent or such Lender Revolving Agent, as applicable, may designate; provided thatreasonably designate (but so long as no Event of Default has occurred and is continuing, unless a (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, (a) Inspections may only be made by with reasonable prior notice to Borrowers and during regular business hours, at Borrowers' expense, subject to the Administrative Agent; provided, that limitations set forth below in Section 5.7(c). The Loan Parties shall have the right to have a representative present at any Lender may accompany the Administrative Agent during any such Inspection and all inspections. (b) Each Loan Party will, and will cause each of its Subsidiaries to, 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 Agent or Revolving Agent, as applicable, may designate (but so long as no Event of Default has occurred and is continuing, not more than twice per Fiscal Year of the Administrative Agent Borrower), at Borrowers' expense, subject to the limitations set forth below in Section 5.7(c). The 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 have occurred and be continuing during a calendar year, Borrowers shall not be entitled obligated to make more than two (2) Inspections in reimburse Agent and Revolving Agent for any twelve (12) month period. Prior to the occurrence of a Default field examinations, financial examinations, appraisals 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegevaluations.

Inspection. The Borrower willUpon reasonable notice (which may be telephonic notice), at all reasonable times and will cause each of its Subsidiaries toas often as the Lender may request, permit any authorized representative designated by the Administrative Agent Lender to visit and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books Properties and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), and to examine and make copies of the books of accounts and other extracts from such financial records of at the Borrower and each of its SubsidiariesLender's expense, and 40 42 permit any authorized representative designated by the Lender to discuss the affairs, finances and accounts condition of the Borrower and each of its Subsidiaries withwith the appropriate Financial Officer and such other officers as the Borrower shall deem appropriate and the Borrower's independent public accountants, as applicable. The 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 have the right to be advised as to the same by, their respective officers present at such reasonable times and intervals 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 made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection meeting. The Lender shall have the right to examine, as often as it may request, the existence and (b) condition of the Administrative Agent shall not be entitled Receivables, books and records of the Borrower and its Subsidiaries and to make more than two (2) Inspections in any twelve (12) month periodreview 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 DefaultDefault which is continuing, such examinations shall be at the Administrative Agent will use reasonable efforts Borrower's expense not more than once prior to minimize any disruption December 31, 1999, and thereafter, if the Maturity Date is hereafter extended pursuant to the business written consent and agreement of the Lender, not more than three (3) times in any consecutive twelve (12) month period; provided, however, that any and all such examinations conducted after the occurrence of any Default or Event of Default which is then continuing shall be at the Borrower's expense. The Lender shall also have the right to verify with any and all customers of the Borrower and any of its Subsidiaries. Notwithstanding anything Subsidiaries the existence and condition of the Receivables, as often as the Lender may require, without prior notice to the contrary in this Section 6.10, none or consent 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeSubsidiaries.

Inspection. The Borrower will(a) Upon reasonable request, the Issuer agrees that it shall make available to any representative of the Indenture Trustee, the Transition Agent, any Hedge Counterparty or any Series Enhancer and will cause their duly authorized representatives, attorneys or accountants, for inspection and copying its books of account, records and reports relating to the Managed Containers and copies of all Leases or other documents relating thereto at the times and in accordance with the provisions of the Management Agreement. Each Noteholder, the Transition Agent, each of Series Enhancer, each Hedge Counterparty and the Indenture Trustee agrees that it and its Subsidiaries toAffiliates and their respective shareholders, permit the Administrative Agent and any or each Lenderdirectors, by its respective representatives and agents, to inspect representatives, accountants and attorneys shall keep confidential any matter of which any of them becomes aware through such inspections or discussions (unless readily available from public 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 Property, corporate books and financial records of Issuer or the Borrower and each of its Subsidiaries (each an “Inspection”Manager with respect thereto), except as may be otherwise required by regulation, law or court order or required by appropriate governmental authorities or as necessary to examine and preserve or exercise its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of any Noteholder, any Series Enhancer or any Hedge Counterparty, as the case may be, to make copies of the books of accounts and other financial records of the Borrower and each of such information available to its Subsidiariesregulators, securities rating agencies, and to discuss reinsurers and credit and liquidity providers whom such party reasonably believes will respect the affairsconfidential nature of such information and from whom such party has requested confidential treatment of such information. Any expense incident to the reasonable exercise by the Indenture Trustee, finances and accounts 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 Borrower and each of its Subsidiaries withIssuer) shall be borne by the Person exercising such right unless an Early Amortization Event, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Manager Default or Event of Default has shall have occurred and is continuing, (a) Inspections may only then be made continuing in which case such expenses shall be borne by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and Issuer. (b) the Administrative Agent shall not be entitled The Issuer also agrees to make more than two (2) Inspections in any twelve (12) month period. Prior available on a reasonable basis to the occurrence of a Default or Event of DefaultIndenture Trustee, 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Transition Agent, any Lender or any each Series Enhancer and each Hedge Counterparty a Managing Officer for the purpose of their respective representatives and agents, in a manner that will protect such privilegeanswering reasonable questions respecting recent developments affecting the Issuer.

Inspection. The Borrower (a) Each Loan Party will, and will cause each of its Subsidiaries to, permit the Administrative Agent and Agent, any or each Lender, by and each of their respective duly authorized representatives or agents to visit any of its respective representatives properties and agents, to inspect any of the Property, corporate its assets or books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)records, to examine and make copies of the its books of accounts and other financial records of the Borrower and each of its Subsidiariesrecords, and to discuss the its affairs, finances finances, and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective its officers and employees (provided an authorized representative of a Borrower shall be allowed to be present) upon reasonable prior notice and at such reasonable times and intervals as the Administrative Agent or such Lender any Lender, as applicable, may designate; provided thatprovided, unless a Default or that so long as no Event of Default has occurred and is continuing, (a) Inspections only the Agent on behalf of the Lenders may only be made by exercise such rights of the Administrative Agent; provided, that any Lender may accompany Agent and the Administrative Agent during any such Inspection Lenders under this Section 5.6 and (b) the Administrative Agent shall not be entitled to make exercise such rights more often than two (2) Inspections in times during any twelve (12) month period. Prior to calendar year absent the occurrence existence of a Default or an Event of DefaultDefault 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 Administrative Agent will use reasonable efforts expenses required to minimize be paid by the Loan Parties in connection therewith shall be subject to any disruption to the business of the Borrower and its Subsidiariesapplicable limitations set forth in Section 2.10(d). Notwithstanding anything to the contrary in this Section 6.105.6, none of the Borrower or any of its Subsidiaries no Loan Party will be required to disclose, disclose or permit the inspection, examination inspection or making copies or abstracts discussion of, or discuss, any document, information or other matter that (i) that constitutes non-financial trade secrets, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agentscontractors) is prohibited by Law or any binding agreement with any third party law, or (iii) in the Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded that is subject to attorney work product client or similar privilege, provided that the Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender privilege or any of their respective representatives and agents, in a manner that will protect such privilegeconstitutes attorney work product.

Inspection. The Borrower will, and will cause each of its Subsidiaries to, Guarantor shall permit the Administrative Agent representatives of each holder of at least U.S.$1,000,000 aggregate principal amount of Notes: (a) No Default -- if no Default or Event of Default then exists, at the expense of such holder and any or each Lender, by its respective representatives and agentsupon reasonable prior notice to the Guarantor, to inspect any visit the principal executive office of the PropertyGuarantor, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower Guarantor and its Subsidiaries with the Guarantor's officers, and its independent chartered accountants, and (with the consent of the Guarantor, which consent will not be unreasonably withheld) to visit the other offices and properties of the Guarantor and each of its Subsidiaries withSubsidiaries, and to be advised as to the same by, their respective officers all at such reasonable times as may be reasonably requested in writing, provided that each holder will be permitted such visits and intervals as the Administrative Agent or such Lender may designatediscussions no more than once every 18 months; provided that, unless and (b) Default -- if a Default or Event of Default has occurred then exists, at the expense of the Guarantor, to visit and is continuinginspect any of the offices or properties of the Guarantor or any of its Subsidiaries, (a) Inspections may only be made by the Administrative Agent; providedto examine all their respective books of account, that any Lender may accompany the Administrative Agent during any such Inspection records, reports and (b) the Administrative Agent shall not be entitled other papers, to make more than two copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent chartered accountants (2) Inspections in any twelve (12) month period. Prior and by this provision the Guarantor authorizes said accountants to discuss the occurrence of a Default or Event of Defaultaffairs, the Administrative Agent will use reasonable efforts to minimize any disruption to the business finances and accounts of the Borrower Guarantor and its Subsidiaries. Notwithstanding anything to the contrary in ), all at such times and as often as may be requested; provided that this Section 6.10, none 5.3 shall not apply to any Person that in the reasonable judgment of the Borrower Guarantor is a competitor of the Guarantor or any of its Subsidiaries will be required or has commercial activities adverse to disclosethe commercial activities of the Guarantor or any of its Subsidiaries unrelated to providing finance or holding of the Notes; provided, permit the inspectionfurther, examination or making copies or abstracts of, or discuss, any document, information or other matter that no (i) constitutes non-financial trade secretsinitial Purchaser, (ii) in respect affiliate or Subsidiary 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 an initial Purchaser, (iii) in account managed by any of the Borrower’s reasonable judgmentforegoing, would compromise any attorney(iv) bank, (v) insurance company or (vi) Deemed Non-client privilege, privilege afforded Competitor shall be deemed to attorney work product be a competitor or similar privilege, provided that the Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive have commercial activities adverse to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeGuarantor.

Inspection. The Borrower willIssuer agrees that, and on reasonable prior notice, it will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any representative of the PropertyIndenture Trustee, corporate books and financial records of during the Borrower and each of its Subsidiaries (each an “Inspection”)Issuer's normal business hours, to examine and make copies of all the books of accounts account, records, reports, and other financial records papers of the Borrower Issuer, to make copies and each of its Subsidiariesextracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer's affairs, finances and accounts of with the Borrower Issuer's officers, employees and each of its Subsidiaries withIndependent certified public accountants, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as the Administrative Agent or such Lender often as may designatebe reasonably requested; provided thathowever that the Indenture Trustee may only cause the books of the Issuer to be audited on an annual basis, unless a Default or there occurs an Event of Default has occurred hereunder. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such 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 Indenture Trustee may reasonably determine with advice of counsel and after consultation with the Issuer and Administrator that such disclosure is continuingconsistent with its obligations hereunder. Notwithstanding anything herein to the contrary, (a) Inspections may only be made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent foregoing shall not be entitled construed to 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 prohibit (i) constitutes non-financial trade secretsdisclosure of any and all information that is or becomes publicly known through no fault of the Indenture Trustee, (ii) in respect disclosure of any and all information (which disclosure makes reference to the Administrative Agent Issuer, the Administrator or any the PNC Student Loan Trust I transaction) obtained by the Indenture Trustee from sources (other than the 66 74 Issuer, Eligible Lender (Trustee, the Administrator or their respective representatives 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 agents) is prohibited by Law or any binding agreement with any third party or the Master Servicer (iii) in 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 body having or claiming authority to regulate or oversee any aspects of the Borrower’s reasonable judgmentIndenture Trustee's business or that of its affiliates, would compromise (C) pursuant to any attorney-client privilegesubpoena, privilege afforded to attorney work product civil investigative demand or similar privilegedemand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an affiliate or an officer, director or employee thereof is a party, (D) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated herein approved in advance by the 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 Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of Indenture Trustee advises such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests recipient of the Administrative Agent, confidential nature of the information being disclosed or (iv) any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeother disclosure authorized by the Issuer.

Inspection. The Borrower will(a) Lessor, Owner Participant, or their authorized representatives (the “Inspecting Parties”) may, at the times set forth below in this paragraph (a), inspect the Aircraft, Airframe, and will Engines and the Aircraft Documents, and Lessee shall cooperate, and shall cause each of its Subsidiaries toany Permitted Sublessee to cooperate, permit with the Administrative Agent Inspecting Parties in connection with any such inspection, and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and such Inspecting Party may make copies of the books of accounts Aircraft Documents not reasonably deemed confidential by Lessee or a Permitted Sublessee. Lessee shall make any Permitted Sublease expressly subject to inspection rights consistent with this § 11. The Inspecting Parties shall have the right to conduct such an inspection (i) at any reasonable time, as may be mutually agreed by Lessor, Owner Participant and other financial records Lessee (such agreement not to be unreasonably withheld by any such Person), it being understood and agreed, however, that an inspection shall be permitted at least once every 180 days, and (ii) at any reasonable time if and for so long as a Special Default shall have occurred and be continuing. (b) Any inspection of the Borrower Aircraft hereunder shall be a visual, walk-around inspection that may include going on board the Aircraft and each examining the contents of any open panels, bays, or other components of the Aircraft, Airframe, and Engines, but shall not include the opening of any unopened panels, bays, or other components of the Aircraft, and no such inspection shall unreasonably interfere with Lessee’s or any Permitted Sublessee’s maintenance or operation of the Aircraft, the Airframe, or any Engine. (c) Neither Lessor nor Owner Participant shall have any duty or liability to make any such visit, inspection, or survey, or any duty or (except to the extent arising directly out of its Subsidiariesown acts) liability arising out of any such visit, and inspection, or survey or failure to discuss make any such visit, inspection, or survey. (d) Each Inspecting Party shall bear its own expenses in connection with any such visit, inspection, or survey (including the affairs, finances and accounts cost of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided thatany copies made in accordance with § 11(a)), unless a Special Default exists or Event such Party is making such visit, inspection, or survey to verify the correction of Default has occurred any material failure by Lessee or any Permitted Sublessee to comply with the terms and is continuingprovisions of this Lease discovered in connection with the prior visit, (a) Inspections may only be made by the Administrative Agent; providedinspection, that any Lender may accompany the Administrative Agent during or survey, then any such Inspection inspection (including the cost of such *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC copies) shall be at Lessee’s expense. (be) the Administrative Agent If requested by Lessor, Lessee shall not be entitled give, or shall cause any Permitted Sublessee to make more than two give, reasonable prior notice (2) Inspections but in any twelve (12event of not less than 5 days) month period. Prior to Lessor of the occurrence of a Default or Event of Defaultdate upon which the Aircraft, the Administrative Agent will use reasonable efforts Airframe, or any Engine undergoes its next major check, and with respect to minimize any disruption to Engine the business next off-the-wing maintenance, and shall notify Lessor of the Borrower name and its Subsidiaries. Notwithstanding anything to the contrary in this Section 6.10, none location of the Borrower relevant maintenance performer and shall, upon Lessor’s request at least 3 days prior to commencement of such major check or any of its Subsidiaries will be required to disclosemaintenance, permit make available for inspection by Lessor all relevant Aircraft Documents at Lessee’s records facility in the inspection, examination or making copies or abstracts ofUnited States, or discussat such Permitted Sublessee’s records facility, any document, information or other matter that (i) constitutes non-financial trade secrets, (ii) in respect of which disclosure to at 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests premises of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegemaintenance performer.

Inspection. The Borrower willBuyers shall have until May 20, and will cause each of its Subsidiaries to1992 (June 1, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, ---------- 1992 with respect to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”environmental matters), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals 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 to conduct or cause to be made by conducted such inspections and investigations of the Administrative Agent; provided, that any Lender may accompany Purchased Assets and the Administrative Agent during any such Inspection Leased Facilities as the Buyers desire and (b) the Administrative Agent shall not be entitled to make more than two (2) Inspections in any twelve (12) month period. Prior give notice to the occurrence Seller that the Buyers have disapproved any aspect of a Default or Event any physical condition 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 Facility or any of its Subsidiaries will the other Purchased Assets. If the Buyers fail to give notice of disapproval to the Seller on or before such date, as applicable, then the Buyers shall conclusively be required deemed to disclosehave approved the physical condition of the Facilities and the other Purchased Assets. If the Buyers give to the Seller notice of disapproval on or before such date in respect of any aspect of the physical condition of any Facility or any of the other Purchased Assets, permit then, at the inspectionSeller's sole option and without any obligation to do so, examination the Seller may repair or making copies otherwise correct to the reasonable satisfaction of the Buyers such disapproved aspect of the physical condition of such Facility or abstracts ofsuch other Purchased Asset, whereupon the Buyers shall conclusively be deemed to have the condition of the Facilities and the other Purchased Assets. If the Buyers give to the Seller notice of disapproval on or discussbefore such date in respect of any aspect of the physical condition of such Facility or any of the other Purchased Assets and the Seller does not elect to repair or otherwise correct such disapproved aspect of the physical condition of such Facility or such other Purchased Asset to the reasonable satisfaction of the Buyers, any documentthen, information or other matter that at the Buyers sole option, the Buyers either (i) constitutes non-financial trade secretsmay terminate this Agreement by giving written notice of termination to the Seller and the Escrow Agent on or before May 25, 1992 (June 5, 1992 with respect to environmental matters), whereupon all funds, documents and instruments deposited in escrow by the Buyers shall be returned to the Buyer: and all funds documents and instruments deposited in escrow by the Seller shall be returned to the Seller or (ii) may waive their previous disapproval, whereupon (subject to satisfaction or waiver of the conditions set forth in respect of which disclosure Article IX) the transactions contemplated by this Agreement shall be consummated as scheduled and the Buyers shall acquire the Purchased Assets and sublease the Leased Facilities subject to the Administrative Agent or previously disapproved physical condition. Each of the Seller and the Buyers shall pay one-half of the aggregate costs and expenses of any Lender (or their respective representatives or agents) is prohibited environmental assessments obtained by Law or the Buyers with respect to the Purchased Assets and the Leased Facilities up to $100,000, and all such costs and expenses in excess of $100,000, and all such costs and expenses of any binding agreement with any third party or (iii) in inspections and investigations of the Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that Purchased Assets and the Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilegeLeased Facilities, shall endeavor in good faith otherwise to disclose information responsive to be paid by the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegeBuyer.

Inspection. The Borrower will(a) Holdings shall, and will shall cause each of its Restricted Subsidiaries to, permit representatives of the Administrative Agent (at the expense of the Borrowers) to visit and any or each Lender, by its respective representatives and agents, to inspect any of its properties, to examine its corporate, financial and operating records, and, to the Propertyextent reasonable, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)make copies thereof or abstracts therefrom, to examine and make copies of audit the books of accounts and other financial records of the Borrower and each of its SubsidiariesCollateral, and to discuss the its affairs, finances and accounts with its directors, officers and independent public accountants (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract), in each case at reasonable times during normal business hours, upon reasonable advance notice to the Borrowers’ Agent; provided, however, (i) representatives of Holdings may be present during any such visits, discussions and inspections, and (ii) 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 Borrower 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 time during any 12-month period, the Agent may (at 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). (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 Person’s premises, books, records, accounts, Inventory and Rental Equipment in order to enable the Agent to obtain an Appraisal of the 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 Borrowers’ Agent (unless an Event of Default exists, in which case the Agent shall be entitled to select such appraisers in its sole discretion), and the Borrowers’ Agent hereby consents to the use of ▇▇▇▇▇ Asset Services. (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 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 withenters 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 period; provided, further, that for so long as (i) the Borrowers’ Agent has at least two of the following corporate credit ratings: (A) equal to or higher than Baa3 (or the equivalent) from ▇▇▇▇▇’▇, (B) equal to or higher than BBB- (or the equivalent) from Fitch and (C) equal to be advised as or higher than BBB- (or the equivalent) from S&P and (ii) neither the Company nor any of its Subsidiaries have entered into an Equipment Securitization Transaction, the Agent shall not conduct any Appraisals of the Rental Equipment of the U.S. Obligors at the Borrowers’ expense more than one time during each period of 24 consecutive calendar months commencing on or after the Agreement Date (provided that the Agent may conduct Appraisals of the Rental Equipment of the U.S. Obligors in its reasonable discretion at its own expense not more than one time during any 12-month period). The Agent may in its reasonable discretion waive any Appraisal conducted pursuant to this Section 7.9(c) if at the same bytime of determination (i) Suppressed Availability is greater than or equal to 75% of the Maximum Revolver Amount or (ii) the Total Indebtedness Leverage Ratio is less than 2.00 to 1.00. Additionally, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Default or any time an Event of Default has occurred and is continuing, the 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. (ad) Inspections The Agent may only 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 made by subject to the Administrative Agentsame limitations as those applicable to the Appraisals of the Rental Equipment of the U.S. Obligors in accordance with clause (c) above; provided, further that any Lender the number of Appraisals the Agent may accompany conduct during each Fiscal Year pursuant to this clause (d) shall never exceed the Administrative number of Appraisals the Agent conducts during any such Inspection and Fiscal Year pursuant to clause (bc) the Administrative Agent shall not be entitled to make more than two above. (2e) 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 Nothing in this Section 6.10, none of the Borrower 7.9 shall require Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making of copies of or taking abstracts offrom, or discuss, discuss any document, information or other matter that (i) that constitutes non-financial trade secretssecrets or non-financial proprietary information of Holdings or its Subsidiaries, (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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agentsor contractors) is prohibited by applicable Laws, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in a manner that will protect respect of which the Borrowers or any of their Subsidiaries owes confidentiality obligations to any third party (provided such privilegeconfidentiality obligations were not entered into in contemplation of the requirements of this Section 7.9).

Inspection. The Borrower will, Company shall permit representatives of the Escrow Purchasers to visit and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)properties, to examine its corporate, financial and operating records and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiariesthereof or abstracts therefrom, and to discuss the its affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, with their respective directors, officers and independent public accountants, all at such reasonable times during normal business hours and intervals as often as may be reasonably requested upon reasonable advance notice to the Administrative Agent or Company (such Lender may designate; provided thatrights to visit, unless a Default or Event of Default has occurred inspect, examine, make copies and is continuing, (a) Inspections may only be made by the Administrative Agentdiscuss are collectively referred to as "INSPECTION RIGHTS"); provided, however, that any Lender may accompany the Administrative Agent during any no such Inspection and (b) the Administrative Agent shall not be entitled to 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 inquiry, the failure to conduct same, nor any knowledge of any Escrow Purchaser, including any knowledge obtained by such Escrow Purchaser in connection with any such inspection, investigation or abstracts ofinquiry, shall constitute a waiver of any rights Escrow Purchasers may have under any representation, warranty, covenant, term or discussagreement under any of the Transaction Documents. Notwithstanding the foregoing, any documentthe Company shall not be required to permit representatives of the Escrow Purchasers to exercise their Inspection Rights until such time as the Escrow Purchaser(s) exercising its rights, information or other matter that (i) constitutes and its representatives, shall have executed a confidentiality and non-financial trade secrets, (ii) disclosure agreement in respect of which disclosure form and substance reasonably satisfactory to the Administrative Agent Company and which permits the Company to provide to such Escrow Purchaser(s) or any Lender (or their respective its representatives or agents) material non-public information without violation of Regulation FD promulgated by the SEC. During all periods when an Escrow Purchaser is prohibited by Law or any binding agreement with any third party or (iii) in possession of material non-public information obtained pursuant to its Inspection Rights, the Escrow Purchaser agrees that it will not trade 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests securities of the Administrative Agent, any Lender or any of their respective representatives and agents, Company until such time as the Company has publicly disclosed such material non-public information in a manner that will protect such privilege.contemplated by Regulation FD. ARTICLE IV

Inspection. The Borrower will, and will cause each of its Subsidiaries to, Parent Guarantor shall permit the Administrative Agent representatives of each holder of Notes that is an Institutional Investor: (a) No Default -- if no Default or Event of Default then exists, at the expense of such holder and any or each Lender, by its respective representatives and agentsupon reasonable prior notice to the Parent Guarantor, to inspect any visit the principal executive office of the PropertyParent Guarantor, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower Parent Guarantor and its Restricted Subsidiaries with the Parent Guarantor's officers, and (with the consent of the Parent Guarantor, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Guarantor, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor and each of its Subsidiaries withRestricted Subsidiary, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as the Administrative Agent or such Lender often as may designatebe reasonably requested in writing; provided that, unless and (b) Default -- if a Default or Event of Default has occurred then exists, at the expense of the Parent Guarantor and is continuingupon reasonable prior notice to the Parent Guarantor, (a) Inspections may only be made by to visit and inspect any of the Administrative Agent; providedoffices or properties of the Parent Guarantor or any Restricted Subsidiary, that any Lender may accompany the Administrative Agent during any such Inspection to examine all their respective books of account, records, reports and (b) the Administrative Agent shall not be entitled other papers, to make more than two copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (2) Inspections in any twelve (12) month period. Prior and by this provision the Parent Guarantor authorizes said accountants to discuss the occurrence of a Default or Event of Defaultaffairs, the Administrative Agent will use reasonable efforts to minimize any disruption to the business finances and accounts of the Borrower Parent Guarantor and its Restricted Subsidiaries. Notwithstanding anything to the contrary in this Section 6.10), none of the Borrower or any of its Subsidiaries will all at such reasonable times and as often as may reasonably be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegerequested.

Inspection. The Borrower will(a) At all reasonable times, but upon at least 15 Business Days' prior written notice to the Company, (i) the Security Agent and will cause (ii) the Class A Liquidity Provider (or their respective authorized representatives (which, for the avoidance of doubt, may include the Independent Appraiser)) (collectively, the "Inspecting Parties") may (not more than once every 12 months for each of its Subsidiaries to, permit the Administrative Security Agent and any the Class A Liquidity Provider (for the avoidance of doubt, not counting inspections by the Independent Appraiser for purposes of preparing an Independent Appraiser's Certificate based upon the Annual Methodology pursuant to Section 2.2, Section 2.5 or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each Section 2.8(c) hereof) unless an “Inspection”), to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Default or Event of Default has occurred and is continuing, in which case such inspection right shall not be so limited) inspect the Pledged Spare Parts (a) Inspections may only be made by including the Administrative Agent; provided, that any Lender may accompany Spare Parts Documents and the Administrative Agent during any such Inspection and inventory reporting system applicable to the Pledged Spare Parts). (b) Any inspection of the Administrative Agent Pledged Spare Parts hereunder shall be limited to a visual inspection and shall not include the disassembling, or opening of any components, of any Pledged Spare Part, and no such inspection shall interfere with the use, or maintenance of the Pledged Spare Parts, by, or the business of, the Company or any other Person. (c) With respect to such rights of inspection, the Inspecting Parties shall not 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: (i) bear its own expenses, and the Company shall not be entitled required to make more than two (2) Inspections undertake or incur any additional liabilities in connection with any twelve (12) month period. Prior to such inspection, provided that the occurrence Company shall reimburse an Inspecting Party for its reasonable out-of-pocket expenses in connection with any such inspection during the continuance of a Default or an Event of Default, the Administrative Agent will use reasonable efforts to minimize any disruption and (ii) be fully insured at no cost to the business of the Borrower and its Subsidiaries. Notwithstanding anything Company in a manner satisfactory to the contrary Company with respect to any risk incurred in this Section 6.10, none connection with any such inspection or shall provide to the Company a written release satisfactory to the Company in respect 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 such risks. Collateral Maintenance Agreement (e) Each such inspection shall be: (i) constitutes non-financial trade secretssubject to the safety, security and workplace rules applicable at the locations where such inspection is conducted and any applicable governmental rules or regulations; and (ii) in respect at the sole risk (including any risk of which disclosure personal injury or death) of the Inspecting Party. (f) The Company agrees to provide to each Inspecting Party all necessary access 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) Collateral in order to permit such Inspecting Party to inspect the Borrower’s reasonable judgmentCollateral in accordance with, 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive and to the requests extent provided in, the provisions of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege.this Section 3.7

Inspection. The Borrower will(a) Lessor, Owner Participant, or their authorized representatives (the “Inspecting Parties”) may, at the times set forth below in this paragraph (a), inspect the Aircraft, Airframe, and will Engines and the Aircraft Documents, and Lessee shall cooperate, and shall cause each of its Subsidiaries toany Permitted Sublessee to cooperate, permit with the Administrative Agent Inspecting Parties in connection with any such inspection, and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and such Inspecting Party may make copies of the books of accounts Aircraft Documents not reasonably deemed confidential by Lessee or a Permitted Sublessee. Lessee shall make any Permitted Sublease expressly subject to inspection rights consistent with this § 11. The Inspecting Parties shall have the right to conduct such an inspection (i) at any reasonable time, as may be mutually agreed by Lessor, Owner Participant and other financial records Lessee (such agreement not to be unreasonably withheld by any such Person), it being understood and agreed, however, that an inspection shall be permitted at least once every 180 days, and (ii) at any reasonable time if and for so long as a Special Default shall have occurred and be continuing. (b) Any inspection of the Borrower Aircraft hereunder shall be a visual, walk-around inspection that may include going on board the Aircraft and each examining the contents of any open panels, bays, or other components of the Aircraft, Airframe, and Engines, but shall not include the opening of any unopened panels, bays, or other components of the Aircraft, and no such inspection shall unreasonably interfere with Lessee’s or any Permitted Sublessee’s maintenance or operation of the Aircraft, the Airframe, or any Engine. [**] — 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. (c) Neither Lessor nor Owner Participant shall have any duty or liability to make any such visit, inspection, or survey, or any duty or (except to the extent arising directly out of its Subsidiariesown acts) liability arising out of any such visit, and inspection, or survey or failure to discuss make any such visit, inspection, or survey. (d) Each Inspecting Party shall bear its own expenses in connection with any such visit, inspection, or survey (including the affairs, finances and accounts cost of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided thatany copies made in accordance with § 11(a)), unless a Special Default exists or Event such Party is making such visit, inspection, or survey to verify the correction of Default has occurred any material failure by Lessee or any Permitted Sublessee to comply with the terms and is continuingprovisions of this Lease discovered in connection with the prior visit, (a) Inspections may only be made by the Administrative Agent; providedinspection, that any Lender may accompany the Administrative Agent during or survey, then any such Inspection and inspection (bincluding the cost of such copies) the Administrative Agent shall not be entitled at Lessee’s expense. (e) If requested by Lessor, Lessee shall give, or shall cause any Permitted Sublessee to make more than two give, reasonable prior notice (2) Inspections but in any twelve (12event of not less than 5 days) month period. Prior to Lessor of the occurrence of a Default or Event of Defaultdate upon which the Aircraft, the Administrative Agent will use reasonable efforts Airframe, or any Engine undergoes its next major check, and with respect to minimize any disruption to Engine the business next off-the-wing maintenance, and shall notify Lessor of the Borrower name and its Subsidiaries. Notwithstanding anything to the contrary in this Section 6.10, none location of the Borrower relevant maintenance performer and shall, upon Lessor’s request at least 3 days prior to commencement of such major check or any of its Subsidiaries will be required to disclosemaintenance, permit make available for inspection by Lessor all relevant Aircraft Documents at Lessee’s records facility in the inspection, examination or making copies or abstracts ofUnited States, or discussat such Permitted Sublessee’s records facility, any document, information or other matter that (i) constitutes non-financial trade secrets, (ii) in respect of which disclosure to at 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests premises of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegemaintenance performer.

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 Borrower willServicer and any subservicer will cause its personnel to assist in any examination of such records by the Owner Trustee or the Indenture Trustee, or such authorized agents, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”), to examine and make allow copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and same to be advised as made. The examination referred to the same by, their respective officers at such reasonable times and intervals 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 made by the Administrative Agent; provided, that any Lender may accompany the Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be entitled to 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 subsection 5.21(a) 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) constitutes 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, 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 term hereof, the Servicer shall keep available a copy of the List of Loans at its principal executive office for inspection by Securityholders and Swap Counterparties. (c) The Servicer shall, if given reasonable notice by the Indenture Trustee after the end of any Collection Period, provide the Indenture Trustee with a copy of the Computer Record. (d) For so long as any of the Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act, (1) the Servicer will protect provide or cause to be provided to any Holder of such privilege.Notes and any prospective purchaser thereof designated by such Holder, upon the request of such a Holder or prospective purchaser, the information required to be provided to such Holder or 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 Securities Act under Rule 144A is and will be available for resales of such Notes conducted in accordance with Rule 144A.

Inspection. The Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent and any or each Lender, by its respective representatives and agents, to inspect So long as any of the PropertyNotes, corporate books and financial records Exchange Notes or Shares remain outstanding (but only if the requesting Holder owns Notes, Exchange Notes or at least 50% of the Borrower and each of its Subsidiaries (each an “Inspection”Series A Shares originally purchased by such Holder on the date hereof pursuant to this Agreement), the Issuer shall permit the representatives of each such Holder that is an Institutional Investor to, and upon reasonable prior notice to examine and make copies the Issuer: (a) if no Default or Event of Default then exists, at the expense of such Holder, visit the principal executive office of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and Issuer to discuss the affairs, finances and accounts of the Borrower Issuer and each of its the Subsidiaries withwith the Issuer's officers, and to be advised as to the same by, their respective officers all at such reasonable times and intervals as the Administrative Agent or such Lender often as may designatebe reasonably requested in writing; provided that, unless and (b) if a Default or Event of Default has occurred then exists, at the expense of the Issuer, visit and is continuinginspect any of the offices or properties of the Issuer 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 (a) Inspections may only be made and by this provision the Administrative Agent; providedIssuer authorizes said accountants to discuss the affairs, that any Lender may accompany finances and accounts of the Administrative Agent during Issuer and the Subsidiaries), all at such reasonable times, with reason- able notice so as to afford the Issuer adequate opportunity to have an executive officer of the Issuer present at any such Inspection examination, visitation, inspection or discussion, and (b) the Administrative Agent shall not as often as may be entitled to make more than two (2) Inspections requested. Anything 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 this Section 7.10 to the contrary in this Section 6.10notwithstanding, none of the Borrower or any of its Subsidiaries will Issuer shall not be required to disclose, discuss or permit the inspection, inspection or examination or making copies or abstracts of, or discuss, of any document, information or other matter that (i) constitutes non-financial trade secretswhich is subject to a bona fide confidentiality agreement entered into in good faith with a customer, supplier, joint venture affiliate or other Person in the ordinary course of business, or (ii) in with respect of to which disclosure Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP or other recognized independent counsel for the Issuer has, within five Business Days after an Institutional Investor Holder's request hereunder, affirmatively stated to the Administrative Agent or any Lender (or their respective representatives or agents) Issuer that disclosure of such information to such Holder 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 requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilegelaw.

Inspection. The Borrower willAdministrative Agent (by any of its officers, employees and agents), on behalf of the Secured Parties, shall have the right upon reasonable prior notice to an executive officer of any Grantor, and will cause each of its Subsidiaries to, permit the Administrative Agent at any reasonable times (and any or each Lender, by its respective representatives and agentsfor reasonable durations) during such Grantor’s usual business hours, 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 Property, corporate books and financial records of the Borrower and each of its Subsidiaries (each an “Inspection”)Collateral is located, to examine discuss such Grantor’s affairs and make copies of finances with any Person (other than Persons obligated on any Accounts (“Account Debtors”) except as expressly otherwise permitted in the books of accounts and other financial records of the Borrower and each of its Subsidiaries, Loan Documents) and to discuss verify with any Person other than (except as expressly otherwise permitted in the affairsLoan Documents) Account Debtors the amount, finances quality, quantity, value and accounts of condition of, or any other matter relating to, the Borrower and each of its Subsidiaries withCollateral; provided, and to be advised as to the same byhowever, their respective officers at such reasonable times and intervals as the Administrative Agent or such Lender may designate; provided that, unless a Default or that when an Event of Default has occurred and is continuing, the Administrative Agent (by any of its officers, employees and agents), on behalf of the Secured Parties, may 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 at any time during normal business hours and without advance notice, and may discuss such Grantor’s affairs and finances with such Grantor’s Account Debtors and verify the amount, quality, value and condition of, or any other matter relating to, the Collateral with such Account Debtors. The inspection provided for in this Section 8 shall be at the sole cost and expense of the Secured Parties except (a) Inspections may only be made by the Administrative Agent; providedat any time an Event of Default has occurred and is continuing, that any Lender may accompany the Administrative Agent during any such Inspection and or (b) if such inspection is being conducted in conjunction with an inspection at the Administrative Agent shall not be entitled expense of the Borrower pursuant to make more than two (2) Inspections in any twelve (12) month periodSection 6.10 of the Credit Agreement. Prior to Upon or after the occurrence and during the continuation of a Default or an Event of Default, the Administrative Agent will use reasonable efforts may at any time and from time to minimize any disruption to the business of the Borrower time employ 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) constitutes non-financial trade secrets, (ii) in respect of which disclosure to maintain on such Grantor’s premises a custodian selected by 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 who shall make available redacted versions of requested documents or, if unable have full authority to do so consistent with all acts necessary to protect the preservation Administrative Agent’s (for the benefit of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of 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 paid by such Grantor on demand from time to time and shall be added to the Secured Obligations secured by the Collateral, and any Lender or amounts not so paid on demand (in addition to other rights and remedies resulting from such nonpayment), upon the request of the Required Lenders pursuant to Section 2.09(b)(ii) of the Credit Agreement, shall bear interest from the date of demand until paid in full at the Default Rate. Notwithstanding anything in this Security Agreement to the contrary, the Administrative Agent shall not have the right to conduct any of their respective representatives and agents, in a manner inspection that will protect such privilegeis prohibited by applicable Law.