Common use of Access to Books and Records Clause in Contracts

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).

Access to Books and Records. Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or any other duty of confidentiality owed to another Person, or as would be reasonably expected to violate any attorney-client privilege (a) Maintain or it being understood that the parties shall each use reasonable best efforts to cause such information to be maintained at all times true and complete books and records in all material respects provided in a manner consistent with GAAP that does not result in all material respects such violation), from the date of this Agreement until the earlier of the financial operations of the Borrower Effective Time and the Guarantors and provide the Administrative AgentTermination Date, the Collateral Agent Company shall (and their respective shall cause the Subsidiaries to): (i) provide to Parent and to the officers, directors, members, partners, managers, employees, accountants, consultants, legal counsel, financing sources, agents and other representatives and advisors (collectively, “Representatives”) of Parent reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateralaccess, during regular normal business hours, in order that the Administrative Agent hours and the Collateral Agent may upon reasonable prior notice by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company and the Subsidiaries and to the books and records thereof; and (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and the Subsidiaries as Parent or its Representatives may reasonably request. Notwithstanding the foregoing, the Company may impose reasonable restrictions and limitations on access to such officers, employees, agents, properties, offices, facilities, books and records and information, and Parent shall, and shall cause its Representatives to, use their reasonable best efforts to conduct any such investigation or consultation in such a manner as not to interfere unreasonably with reasonable frequency, but the business or operations of the Company or the Subsidiaries or otherwise result in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer unreasonable interference with the officers prompt and timely discharge by such employees of their normal duties. Neither the Company nor any of the Borrower and the Guarantors and representatives (provided that the Borrower Subsidiaries shall be given required to provide access to or to disclose information where such access or disclosure would jeopardize the right to participate in such discussions with such representatives) attorney-client privilege of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower Company or the Guarantors Subsidiaries or could reasonably be deemed to contravene any law, Contract entered into prior to the Administrative Agent or the Lenders pursuant to date of this Agreement or any other duty of confidentiality owed to another Person (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or jeopardy). In addition to the foregoing, the Company shall provide to Parent, and shall cause the Subsidiaries to, and shall use its reasonable best efforts to cause the Company’s and the Subsidiaries’ respective officers, employees, Representatives and advisors, including legal and accounting, to, provide to Parent all cooperation reasonably requested by Parent in connection with its financing and the other transactions contemplated by this Agreement and the Other Contemplated Transactions, including the following: (i) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies; (ii) assisting with the preparation of materials for otherwise ascertaining compliance rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents; (iii) furnishing Parent and its financing sources with this Agreementfinancial and other pertinent information regarding the Company and the Subsidiaries, if subject to confidentiality and use restrictions reasonably satisfactory to the Company; and at any reasonable time and from time (iv) facilitating the entrance into one or more credit or other agreements satisfactory to time during regular business hoursParent, upon reasonable notice provided that, in all cases with respect to the Borrower, permit the Administrative Agentabove, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower Company and the Guarantors Subsidiaries shall incur no cost or expense that is not promptly reimbursed by Parent upon demand if the Closing does not occur and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required obligated to pay become a party to (or otherwise bound by) any agreement or other document prior to the expenses Closing. The Company hereby consents to the use of more than one its and the Subsidiaries’ logos in connection with Parent’s financing; provided that such visit logos are used solely in a year unless an Event manner that is not intended to nor reasonably likely to harm or disparage the Company or any of Default has occurred and is continuing)the Subsidiaries.

Access to Books and Records. (a) Maintain After the Closing, Lee xxxll, upon Liberty's request from time to time, and upon reasonable notice, in connection with the preparation by Liberty or cause its Affiliates of Tax returns, audited financial statements incorporating the Newspapers and the Business and all requisite securities law filings (including, but not limited to, a Form 8K filing, if required, with respect to be maintained the transactions contemplated by this Agreement) and the initiation or defense of litigation with third parties involving Assumed Liabilities, (i)(A) provide to the officers and other authorized representatives of Liberty, and its Affiliates reasonable access, during normal business hours, to any and all files, books, records, documents and other information (including, but not limited to, workpapers in the possession of current and former accountants of the Newspapers) relating to the Business with respect to the period prior to the Closing (including, but not limited to, with respect to liabilities for Taxes included in the computation of Net Working Capital, Tax Records), (B) make available to Liberty, and its authorized representatives personnel of Lee xx consult with such personnel and (ii) make available for inspection and copying by Liberty at all times Liberty's expense true and complete books and records in all material respects in a manner consistent with GAAP in all material respects copies of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors documents relating to the Administrative Agent or foregoing. In exercising its rights under the Lenders pursuant to foregoing provisions of this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and Section 11.11(a). In addition, after the Closing, upon Liberty's request from time to time during regular business hourstime, upon reasonable notice Lee xxxll cause each of the Persons from whom Lee xxxuired the Newspapers and their Affiliates and predecessors to (i) provide to the Borrower, permit the Administrative Agent, the Collateral Agent, officers and any agents or other authorized representatives (including, without limitationbut not limited to, appraisersaccountants) thereof of Liberty and its Affiliates reasonable access, during normal business hours, to visit any and all files, books, records, documents, financial and operating data and other information (including, but not limited to, workpapers in the properties possession of current and former accountants of the Borrower Newspapers relating to the Newspapers and the Guarantors Business (collectively, the "Historical Books and Records"), (ii) cause its officers to conduct examinations furnish to, or make available for inspection and copying, at Liberty's expense, by, Liberty and its Affiliates and their authorized representatives (including, but not limited to, accountants) true and complete copies of all such Historical Books and Records, and (iii) make available to monitor the Collateral held by the Collateral AgentLiberty and its Affiliates and their authorized representatives its personnel to consult with such representatives, in each case at in connection with, and as necessary in relation to, the expense preparation by Liberty and its Affiliates of audited financial statements incorporating the Borrower Newspapers and the Business and all requisite securities law filings (providedincluding, that but not limited to, a Form 8-K filing, if required, with respect to the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuingtransactions contemplated by this Agreement).

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent accordance with GAAP in all material respects of the financial operations of the Borrower and the Guarantors Guarantors; and provide the Lender Parties and their representatives (which shall coordinate through the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable ) (i) access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hourshours upon reasonable advance notice, in order that the Administrative Agent and the Collateral Agent Lender Parties may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals records and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all papers for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative any Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; Agreement and at any reasonable time to discuss the affairs, finances and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties condition of the Borrower and the Guarantors with the officers and independent accountants of the Borrower; provided that the Borrower shall have the right to conduct examinations be present at any such visit or inspection and (ii) access to and the right to inspect all reports, audits and other internal information of the Borrower and the Guarantors relating to monitor environmental matters upon reasonable advance notice; provided that, excluding such visits and inspections during the Collateral held by continuation of an Event of Default, (x) only the Collateral AgentAdministrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.01(f); (y) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (z) only one such time per calendar year shall be at the expense of the Borrower; provide, in each case further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower (during normal business hours and upon reasonable advance notice; provided, that further that, notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall not be required to pay disclose, permit the expenses inspection, examination or making of more than one such visit a year unless an Event copies of Default has occurred or taking abstracts from, or discuss any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is continuing)prohibited by applicable law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent accordance with GAAP in all material respects of the financial operations of the Borrower Borrowers and the Guarantors Guarantors; and provide the Lender Parties and their representatives (which shall coordinate through the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable ) (i) access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hourshours upon reasonable advance notice, in order that the Administrative Agent and the Collateral Agent Lender Parties may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals records and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all papers for the purpose of verifying the accuracy of the various reports delivered by the Borrower Borrowers or the Guarantors to the Administrative any Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; Agreement and at any reasonable time to discuss the affairs, finances and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties condition of the Borrower Borrowers and the Guarantors with the officers and independent accountants of the Borrowers; provided that any Borrower shall have the right to conduct examinations be present at any such visit or inspection and (ii) access to and the right to inspect all reports, audits and other internal information of the Borrowers and the Guarantors relating to monitor environmental matters upon reasonable advance notice; provided that, excluding such visits and inspections during the Collateral held by continuation of an Event of Default, (x) only the Collateral Agent, in each case Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.01(f); (y) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (z) only one such time per calendar year shall be at the expense of the Borrower (Borrowers; provided, further that the Borrower shall not be required to pay the expenses of more than one such visit a year unless when an Event of Default has occurred exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers during normal business hours and upon reasonable advance notice; provided, further that, notwithstanding anything to the contrary herein, neither any Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of Xxxx and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is continuing)prohibited by applicable law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the GuarantorsBorrower, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by (other than with respect to all of the Collateral AgentAircraft Collateral, as to which the provisions of Section 2.04 of the Aircraft Mortgage shall apply), in each case at the expense of the Borrower (provided, provided that the Borrower shall not be required to pay the expenses of more than one (1) such visit a year unless an Event of Default has occurred and is continuing); provided, however, that (a) any such inspection of Collateral (i) shall be limited to the Aircraft Collateral, (ii) shall be a visual, walk-around inspection and (iii) may not include opening any panels, bays or the like and (b) no exercise of any inspection rights provided for in this Section 5.07 shall interfere with the normal operation or maintenance of any Aircraft by, or the business of, the Borrower.

Access to Books and Records. From and after the Closing, (a) Maintain or Buyer shall afford, and shall cause its Affiliates (including the Acquired Companies and the Acquired Company Subsidiaries) to be maintained at all times true afford, to Sellers and complete any Affiliates of Sellers, and their respective counsel and accountants and other representatives, during normal business hours, reasonable access to inspect, audit and take copies of the books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower Acquired Companies and the Guarantors Acquired Company Subsidiaries with respect to the period prior to the Closing Date and provide (b) Buyer shall cause, and shall cause its Affiliates to cause, its employees to cooperate, to the Administrative Agentfullest extent practicable, the Collateral Agent with Sellers and their respective representatives Affiliates, in each case with respect to the foregoing clauses (a) and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicableb), as well as to the extent that such access may be reasonably required by Sellers or any appraisals Affiliate of Sellers, including the Collateralinvestigation, during regular business hoursdefense, in order that prosecution, litigation and final disposition of any claims (including indemnification claims by Sellers or their Affiliates pursuant to the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower Ohio Casualty Agreement or the Guarantors Zurich Agreement and any matters with respect to the Administrative Agent or the Lenders which Sellers are providing indemnification to any Buyer Indemnified Party pursuant to this Agreement or for otherwise ascertaining compliance any Ancillary Document) that might have been or might be made by or against Sellers or any Affiliate of Sellers in connection with this Agreement; the business of the Acquired Companies and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (includingAcquired Company Subsidiaries. Such cooperation shall include, without limitation, appraisersthe execution of affidavits, appearances, testimony and production of documents pursuant to federal and state criminal and civil subpoenas, depositions, interrogatories and other requests. Buyer shall not, and shall cause its Affiliates not to, dispose of, alter or destroy any such books and records until the later of (i) thereof seven (7) years after the Closing Date, (ii) sixty (60) days after giving written notice to visit Sellers which notice shall permit Sellers, at their expense, to examine, duplicate or repossess such books and records and (iii) the properties of time specified in the Borrower and applicable Insurance Company’s record retention guidelines as in effect on the Guarantors and to conduct examinations of and to monitor date hereof. Notwithstanding the Collateral held by the Collateral Agentforegoing, in each case at the expense of the Borrower (provided, that the Borrower this Section 4.7 shall not be required apply to pay the expenses Tax Returns and other materials covered by Section 9.6. Sellers shall maintain and shall cause their Affiliates to maintain, the confidentiality of more than one such visit a year unless any documents or information provided pursuant to this Section 4.7 that are subject to an Event attorney-client or other legal privilege or subject to an obligation of Default has occurred and is continuing)confidentiality or privacy.

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors Guarantors; and provide the Administrative AgentAgents, the Collateral Agent Agents and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable)records, as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent Agents and the Collateral Agent Agents may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, frequency examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative AgentAgents, the Collateral Agent Agents and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent Agents or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable prior notice to the Borrower, permit the Administrative AgentAgents, the Collateral AgentAgents, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral AgentAgents, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless with such limitation not being applicable while an Event of Default has occurred and is continuing).;

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent accordance with GAAP in all material respects of the financial operations of the Borrower and the Guarantors Guarantors; and provide the Lenders and their representatives (which shall coordinate through the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable ) (i) access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hourshours upon reasonable advance notice, in order that the Administrative Agent and the Collateral Agent Lenders may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals records and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all papers for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative any Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; Agreement and at any reasonable time to discuss the affairs, finances and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties condition of the Borrower and the Guarantors with the officers and independent accountants of the Borrower; provided that the Borrower shall have the right to conduct examinations be present at any such visit or inspection and (ii) access to and the right to inspect all reports, audits and other internal information of the Borrower and the Guarantors relating to monitor environmental matters upon reasonable advance notice; provided that, excluding such visits and inspections during the Collateral held by continuation of an Event of Default, (x) only the Collateral AgentAdministrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.01(f); (y) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (z) only one such time per calendar year shall be at the expense of the Borrower; provided, in each case further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower (during normal business hours and upon reasonable advance notice; provided, that further that, notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall not be required to pay disclose, permit the expenses inspection, examination or making of more than one such visit a year unless an Event copies of Default has occurred or taking abstracts from, or discuss any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is continuing)prohibited by applicable law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Access to Books and Records. (a) Maintain or cause to be maintained at all times The Borrower and the Guarantors will make and keep books, records and accounts in which full, true and complete books and records correct entries in all material respects in a manner consistent conformity with GAAP are made of all financial dealings and transactions in all material respects relation to its business and activities, including, without limitation, an accurate and fair reflection of the financial operations transactions and dispositions of the assets of the Borrower and the Guarantors. (b) The Borrower and the Guarantors and provide will permit, to the Administrative Agentextent not prohibited by applicable law or contractual obligations, the Collateral Agent and their respective any representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that designated by the Administrative Agent and or any Governmental Authority that is authorized to supervise or regulate the Collateral Agent may operations of a Lender, as designated by such Lender, upon reasonable prior written notice and with reasonable frequency, but in any eventand, so long as no Event of Default has occurred and is continuing, at no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors out-of-pocket cost to confer with the officers of the Borrower and the Guarantors Guarantors, to (x) visit and representatives (provided that inspect the Borrower shall be given assets and the right to participate in such discussions with such representatives) properties of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors subject to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; safety and at any reasonable time regulatory restrictions, (y) examine its books and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agentrecords, and any agents or representatives (includingz) discuss its nonconfidential affairs, without limitationfinances and condition with its officers and independent accountants, appraisers) thereof to visit the properties all at such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower and the Guarantors and will be present) subject to conduct examinations of and to monitor the any restrictions in any applicable Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, Document; provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless if an Event of Default has occurred and is continuingcontinuing (but not otherwise), the Borrower and the Guarantors shall be responsible for the reasonable costs and expenses of any visits of the Administrative Agent and the Lenders, acting together (but not separately); provided, further, that with respect to the property of the Borrower and the Guarantors and matters relating thereto, the rights of Administrative Agent and the Lenders under this Section 5.11 shall, subject to the inspection provisions of the applicable Collateral Documents, be limited to the following: upon the request of the Administrative Agent, the applicable Grantor will permit the Administrative Agent or any of its agents or representatives, at reasonable times and intervals upon reasonable prior notice, to (x) visit during normal business hours its offices, sites and properties and (y) inspect any documents relating to (i) the existence of such property, (ii) the condition of such property, and (iii) the validity, perfection and priority of any Liens on such property, and to discuss such matters with its officers, except to the extent the disclosure of any such document or any such discussion would result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with any such visit, inspection or discussion shall be held confidential by the Administrative Agent and each agent or representative thereof and shall not be furnished or disclosed by any of them to anyone other than their respective bank examiners, auditors, accountants, agents and legal counsel, and except as may be required by any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority.

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors Guarantors; and provide the Administrative AgentAgents, the Collateral Agent Agents and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable)records, as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent Agents and the Collateral Agent Agents may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, frequency examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative AgentAgents, the Collateral Agent Agents and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent Agents or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative AgentAgents, the Collateral AgentAgents, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral AgentAgents, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective its representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the CollateralPool Assets, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is #10384414v15 continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their its respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the GuarantorsBorrower, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by Pool Assets (other than with respect to all of the Collateral Agent“Collateral” as defined in the Long Form Mortgage, as to which the provisions of Section 2.04 of the Long Form Mortgage shall apply), in each case at the expense of the Borrower (provided, provided that the Borrower shall not be required to pay the expenses of more than one (1) such visit a year unless an Event of Default has occurred and is continuing).

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of (a) prior to the CollateralCollateral Release Date, the Collateral and (b) on and after the Collateral Release Date, the Pool Assets, in each case, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the GuarantorsBorrower, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor (x) prior to the Collateral held by Release Date, the Collateral Agent(other than with respect to all of the Aircraft Collateral, as to which the provisions of Section 2.04 of the Aircraft Mortgage shall apply) and (y) on and after the Collateral Release Date, the Pool Assets, in each case at the expense of the Borrower (provided, provided that the Borrower shall not be required to pay the expenses of more than one (1) such visit a year unless an Event of Default has occurred and is continuing); provided, however, that (x)(a) prior to the Collateral Release Date, any such inspection of Collateral (i) shall be limited to the Aircraft Collateral, (ii) shall be a visual, walk-around inspection and (iii) may not 81 include opening any panels, bays or the like and (b) on and after the Collateral Release Date, any such inspection of Pool Assets (i) shall be limited to Aircraft included in the Pool Assets, (ii) shall be a visual, walk-around inspection and (iii) may not include opening any panels, bays or the like and (y) no exercise of any inspection rights provided for in this Section 5.07 shall interfere with the normal operation or maintenance of any Aircraft by, or the business of, the Borrower.

Access to Books and Records. From and after the Closing until the fifth (a5th) Maintain or anniversary of the Closing Date, Buyer will, and will cause the Company and its Subsidiaries to, provide each Seller (and its Advisors reasonably requiring such access in light of the purposes therefor) with reasonable access, at Sellers’ sole cost and expense, during normal business hours, and upon reasonable advance notice, to be maintained at all times true and complete the books and records in all material respects in a manner consistent with GAAP in all material respects (for the purpose of examining and copying) of the financial operations Company and its Subsidiaries with respect to periods or occurrences prior to the Closing Date and reasonable access, during normal business hours, and upon reasonable advance notice, to employees, officers, advisors, accountants, offices and properties (including for the purpose of better understanding the books and records) of the Borrower Company and its Subsidiaries, in each case, in connection with (x) any Action to which such Seller or its Affiliates is a party (other than with respect to any actual or potential Action involving disputes between Buyer or its Affiliates (including the Guarantors Company or its Subsidiaries), on the one hand, and provide such Seller or its Affiliates, on the Administrative Agentother hand), (y) any required returns, responses to inquiries, reports or submissions to Governmental Bodies by Seller or its Affiliates or (z) the Collateral Agent requirements of any Law applicable to the such Seller or its Affiliates. Unless otherwise consented to in writing by each Seller, neither Buyer nor the Company will, or will permit the Company’s Subsidiaries to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and their respective representatives records of the Company and advisors reasonable access its Subsidiaries for any period prior to all the Closing Date without first offering to surrender to Sellers such books and records or any portion thereof (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order at Sellers’ cost and expense) that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower Buyer or the Guarantors Company or any of its Subsidiaries may intend to the Administrative Agent destroy, alter or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreementdispose of; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that in accordance with Buyer’s existing record retention policies and practices, such copies may be maintained in electronic or digital form. Notwithstanding the Borrower foregoing, no such access shall not be required permitted to pay the expenses extent it would (a) jeopardize the attorney-client privilege or other legal immunity or protection from disclosure of more than one such visit a year unless an Event Buyer, the Company or their respective Subsidiaries or (b) contravene any Law (including applicable Antitrust Laws and any applicable data privacy Laws), Contract or other obligation of Default has occurred and confidentiality to which Buyer, the Company or any of their respective Affiliates is continuing)subject to.

Access to Books and Records. From and after the Closing Date for a period of seven (7) years following the Closing, Parent shall cause the Surviving Corporation and its Subsidiaries to provide the Equityholders’ Representative and its authorized representatives with reasonable access (for the purpose of examining and copying at the Holders’ expense), at reasonable times and upon reasonable advance notice, to the employees, properties, books and records, including the information, records and documents relating to Taxes, of the Surviving Corporation and its Subsidiaries with respect to periods prior to the Closing Date, in each case, only to the extent necessary (a) Maintain for the Equityholders’ Representative or cause any of its Affiliates to be maintained at all times true comply with applicable Law, (b) to satisfy any request by any Governmental Authority, (c) for the preparation of Tax Returns, financial statements or other financial reporting material or (d) in connection with any third-party Action (other than any Action against Parent, the Surviving Corporation or their respective Affiliates). Unless otherwise consented to in writing by the Equityholders’ Representative, Parent shall not permit the Surviving Corporation and complete its Subsidiaries, for a period of seven (7) years following the Closing Date, to destroy, alter or otherwise dispose of any documents of any kind (including those relating to Taxes or the preparation of any Tax Return), or books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations Surviving Corporation or its Subsidiaries, or any portions thereof, relating to periods prior to the Closing Date without first giving sixty (60) days’ prior written notice to the Equityholders’ Representative and offering to surrender to the Equityholders’ Representative (at the Equityholders’ Representative’s sole expense on behalf of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all Holders) such books and records (subject to requirements under any confidentiality agreementsor such portions thereof. Following notice of such destruction, alteration or disposition, if applicable)the Equityholders’ Representative so requests during such sixty (60) day period, as well as any appraisals of Parent shall cause the Collateral, during regular business hours, in order that the Administrative Agent Surviving Corporation and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and its Subsidiaries to permit the Administrative AgentEquityholders’ Representative to take possession of such documents, books and records (at the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors Equityholders’ Representative’s sole expense). Notwithstanding anything herein to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hourscontrary, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower Parent shall not be required to pay provide any access or information to the expenses Equityholders’ Representative or any of more than one its authorized representatives if such visit access would (i) cause a year unless violation or breach of any Law or Contract to which Parent or its Subsidiaries (including the Surviving Corporation) is a party or their assets are bound, (ii) jeopardize the attorney-client privilege or an Event attorney work-product privilege or (iii) give rise to antitrust or competition law issues or violate a protective order; provided, in each case, the Equityholders’ Representative and Parent shall work in good faith on alternative means of Default has occurred and is continuing)disclosure that will not reasonably be expected to result in such violation, breach or loss of privilege.

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent accordance with GAAP in all material respects of the financial operations of the Borrower and the Guarantors Guarantors; and provide the Lender Parties and their representatives (which shall coordinate through the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable ) (i) access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hourshours upon reasonable advance notice, in order that the Administrative Agent and the Collateral Agent Lender Parties may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals records and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all papers for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative any Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; Agreement and at any reasonable time to discuss the affairs, finances and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties condition of the Borrower and the Guarantors with the officers and independent accountants of the Borrower; provided that the Borrower shall have the right to conduct examinations be present at any such visit or inspection and (ii) access to and the right to inspect all reports, audits and other internal information of the Borrower and the Guarantors relating to monitor environmental matters upon reasonable advance notice; provided that, excluding such visits and inspections during the Collateral held by continuation of an Event of Default, (x) only the Collateral AgentAdministrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.01(f); (y) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (z) only one such time per calendar year shall be at the expense of the Borrower; provide, in each case further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred during normal business hours and is continuing).upon reasonable

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects Until the seventh anniversary of the financial operations of Closing (provided, that, during such seven year period, Buyer shall, and shall cause the Borrower and the Guarantors and provide the Administrative AgentAcquired Companies to, the Collateral Agent and their respective representatives and advisors reasonable access give thirty (30) days’ notice to all Seller prior to destroying any records to permit Seller, at its expense, to examine, duplicate or repossess such books and records (subject to requirements under any confidentiality agreements, if applicablerecords), as well as any appraisals of Buyer shall, and shall cause the CollateralAcquired Companies to, (i) afford reasonably promptly to Seller and its Representatives reasonable access, during regular normal business hours, in order that to the Administrative Agent Acquired Company Books and Records, (ii) make available to Seller and its Representatives the Collateral Agent may upon reasonable prior notice officers, employees and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers auditors of the Borrower Acquired Companies and the Guarantors (iii) provide to Seller and representatives (provided that the Borrower shall be given the right to participate in its Representatives such discussions additional information with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors respect to the Administrative Agent Acquired Companies as is reasonably requested by Seller or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agentsuch Representatives, in each case at set forth in clause (i), (ii) or (iii) of this Section 5.8(a), to the expense extent relating to periods prior to the Closing Date and reasonably required by Seller for any litigation or disputes (except litigation or disputes involving Buyer or any of its Affiliates), compliance, financial reporting (including financial audits of historical information), loss reporting, regulatory, Tax and accounting matters (including for any such matters related to the Transition Services Agreement) arising before the Closing Date, and Buyer shall reasonably cooperate with Seller and its Representatives to furnish such Acquired Company Books and Records and information and make available such officers, employees and auditors of the Borrower Acquired Companies; provided that (providedA) such access, that making available of officers, employees and auditors and provision of information does not unreasonably interfere with the Borrower shall not be required to pay conduct of the expenses business of more than one such visit a year unless an Event any of Default has occurred Buyer or the Acquired Companies and is continuing)at Seller’s expense, (B) such Acquired Company Books and Records and information are not subject to an attorney-client or other legal privilege that in the reasonable opinion of counsel to Buyer would be impaired by such access, (C) prior to affording any such access, making available any such officer, employee or auditor or providing any such information, Buyer may require that Seller and its applicable Representatives agree to customary confidentiality undertakings with respect to any non-public information received pursuant to this Section 5.8(a) and (D) no auditors of the Acquired Companies will be obligated to make any work papers available to Seller or any of its Representatives unless and until Seller or such Representative has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors. Notwithstanding the foregoing, in the event of any inconsistency between this Section 5.8(a) and Section ‎8.4, Section 8.4 shall control with respect to access to records relating to Taxes.

Access to Books and Records. (a) Maintain or cause to be maintained at all times The Borrower and the Guarantor will make and keep books, records and accounts in which full, true and complete books and records correct entries in all material respects in a manner consistent conformity with GAAP are made of all financial dealings and transactions in all material respects relation to its business and activities, including, without limitation, an accurate and fair reflection of the financial operations transactions and dispositions of the assets of the Borrower and the Guarantors Guarantor. (b) The Borrower and provide the Administrative AgentGuarantor will permit, to the Collateral Agent and their respective extent not prohibited by applicable law or contractual obligations, any representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that designated by the Administrative Agent and or any Governmental Authority that is authorized to supervise or regulate the Collateral Agent may operations of a Lender, as designated by such Lender, upon reasonable prior written notice and with reasonable frequency, but in any eventand, so long as no Event of Default has occurred and is continuing, at no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors out-of-pocket cost to confer with the officers of the Borrower and the Guarantors Guarantor, to (x) visit and representatives (provided that inspect the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower assets and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors Guarantor, subject to safety and to conduct examinations of regulatory restrictions, (y) examine its books and to monitor the Collateral held by the Collateral Agentrecords, in each case and (z) discuss its nonconfidential affairs, finances and condition with its officers and independent accountants, all at the expense such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower (provided, will be present) subject to any restrictions in any applicable Collateral Document; provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless if an Event of Default has occurred and is continuingcontinuing (but not otherwise), the Borrower and the Guarantor shall be responsible for the reasonable costs and expenses of any visits of the Administrative Agent and the Lenders, acting together (but not separately); provided, further, that with respect to the property of the Borrower and the Guarantor and matters relating thereto, the rights of Administrative Agent and the Lenders under this Section 5.12 shall, subject to the inspection provisions of the applicable Collateral Documents, be limited to the following: upon the request of the Administrative Agent, the applicable Grantor will permit the Administrative Agent or any of its agents or representatives, at reasonable times and intervals without unreasonable duplication and upon reasonable prior notice, to (x) visit during normal business hours its offices, sites and properties and (y) inspect any documents relating to (i) the existence of such property, (ii) the condition of such property, and (iii) the validity, perfection and priority of any Liens on such property, and to discuss such matters with its officers, except to the extent the disclosure of any such document or any such discussion would result in the applicable Grantor’s violation of its contractual or legal obligations, in all cases without unreasonable interference with construction or operations on the Borrower’s properties. All confidential or proprietary information obtained in connection with any such visit, inspection or discussion shall be held confidential by the Administrative Agent and each agent or representative thereof and shall not be furnished or disclosed by any of them to anyone other than their respective bank examiners, auditors, accountants, agents and legal counsel, and except as may be required by any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority. 75 Section 5.13.

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their its respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their its respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral (other than the Mortgaged Collateral, as to which the provisions of Section 2.04 of the Aircraft Mortgage shall apply) held by the Collateral Administrative Agent, in each case at the expense of the Borrower (provided, provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).

Access to Books and Records. (a) Maintain After the Closing, Holdings shall, upon Liberty Sub's request from time to time, and upon reasonable notice, in connection with the preparation by Liberty Sub or its Affiliates of Tax returns, audited financial statements incorporating the Holdings Newspapers and the Holdings Business and all requisite securities law filings (including, but not limited to, a Form 8-K filing, if required, with respect to the transactions contemplated by this Agreement), and the initiation or defense of litigation with third parties involving Holdings Assumed Liabilities, (i)(A) provide to the officers and other authorized representatives of Liberty Sub, and its Affiliates reasonable access, during normal business hours, to any and all premises, properties, files, books, records, documents and other information (including, but not limited to, workpapers in the possession of current and former accountants of the Holdings Newspapers) relating to the Liberty Sub Business with respect to the period prior to the Closing (including, but not limited to, with respect to liabilities for Taxes included in the computation of Holdings Net Working Capital, Holdings Tax Records), (B) cause its officers to be maintained furnish to Liberty Sub and its authorized representatives any and all financial, technical and operating data and other information (including, but not limited to, workpapers in the possession of current and former accountants of the Holdings Newspapers) pertaining to the Liberty Sub Business with respect to the period prior to the Closing, and (C) make available to Liberty Sub, and its authorized representatives personnel of Holdings to consult with such personnel and (ii) make available for inspection and copying by Liberty Sub at all times Liberty Sub's expense true and complete books copies of any documents relating to the foregoing. In exercising their rights under the foregoing provisions of this Section 11.11(a), Liberty Sub, and records in all material respects in a manner consistent its representatives shall not interfere with GAAP in all material respects of the financial normal operations of the Borrower and Liberty Sub Business. Holdings shall retain the Guarantors and provide the Administrative Agentfiles, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals records and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors documents relating to the Administrative Agent or Liberty Sub Business for at least six years after the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and Closing Date. In addition, after the Closing, upon Liberty Sub's request from time to time during regular business hourstime, upon reasonable notice Holdings shall use its best efforts to cause each of the Persons from whom Holdings acquired the Holdings Newspapers and their Affiliates and predecessors to (i) provide to the Borrower, permit the Administrative Agent, the Collateral Agent, officers and any agents or other authorized representatives (including, without limitationbut not limited to, appraisersaccountants) thereof of Liberty Sub and its Affiliates reasonable access, during normal business hours, to visit any and all files, books, records, documents, financial and operating data and other information (including, but not limited to, workpapers in the properties possession of current and former accountants of the Borrower Holdings Papers) relating to the Holding Newspapers and the Guarantors Holdings Business (collectively, the "Historical Books and Records"), (ii) cause its officers to conduct examinations furnish to, or make available for inspection and copying, at Liberty Sub's expense, by, Liberty Sub and its Affiliates and their authorized representatives (including, but not limited to, accountants) true and complete copies of all such Historical Books and Records, and (iii) make available to monitor the Collateral held by the Collateral AgentLiberty Sub and its Affiliates and their authorized representatives its personnel to consult with such representatives, in each case at in connection with, and as necessary in relation to, the expense preparation by Liberty Sub and its Affiliates of audited financial statements incorporating the Borrower Holdings Newspapers and the Holdings Business and all requisite securities law filings (providedincluding, that but not limited to, a Form 8-K filing, if required, with respect to the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuingtransactions contemplated by this Agreement).

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective its representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the CollateralPool Assets, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their its respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the GuarantorsBorrower, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by Pool Assets (other than with respect to all of the Collateral Agent“Collateral” as defined in the Long Form Mortgage, as to which the provisions of Section 2.04 of the Long Form Mortgage shall apply), in each case at the expense of the Borrower (provided, provided that the Borrower shall not be required to pay the expenses of more than one (1) such visit a year unless an Event of Default has occurred and is continuing).; provided, however, that (a) any such inspection of Aircraft (i) shall be limited to the Pool Assets, (ii) shall be a visual, walk-around inspection and (iii) may not include opening any panels, bays or the like and (b) no exercise of any inspection rights provided for in this Section 5.07 shall interfere with the normal operation or maintenance of any Aircraft by, or the business of, the Borrower..

Access to Books and Records. (a) Maintain or cause to be maintained at all times true Each Borrower and complete each of their Subsidiaries shall keep and maintain proper and current books and records in all material respects in a manner consistent accordance with GAAP in and permit Lender and its agents and representatives, upon prior reasonable notice and during normal business hours, (i) to examine and produce copies of, as applicable, all material respects of the financial operations facilities, processes, records, books and papers of such Borrower and its Subsidiaries and (ii) to discuss the business, affairs and finances of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent Borrowers and their respective representatives Subsidiaries with any of its officers and advisors reasonable access managers and such Borrower’s independent accountants. Each Borrower shall permit, and cause each of its Subsidiaries to all such books and records (subject to requirements under any confidentiality agreementspermit, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent Lender and the Collateral Agent duly authorized agents and representatives of Lender, at such reasonable times during normal business hours and intervals as Lender may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, designate to examine and make copies of and abstracts from such booksits records and books of account, accountsto visit and inspect its properties, to verify materials, records, books, papers, leases, contracts, notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals or examinations and to discuss its affairs, finances, contracts and accounts with any of its directors, officers, employees, senior managerial employees, independent public accountants, other professional advisors or any of its other representatives. In furtherance of the foregoing, each Borrower hereby authorizes its officers, employees, independent public accounts and other papersprofessional advisors of each of its Subsidiaries, to discuss the affairs, finances and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer accounts of such Person with the officers of the Borrower Lender and the Guarantors duly authorized agents and representatives (provided that the Borrower of Lender in accordance with this Section 6.2. All reasonable costs and expenses of such inspections, examinations and discussions shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered paid by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)Borrowers.

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and Borrower, the Guarantors and NBGL and customer lists in connection with the business of the Borrower, the Guarantors and NBGL; and provide the Administrative Agent, the Collateral Agent and its representatives (including representatives of the Banks, who shall accompany the Agent and who shall pay their respective representatives and advisors reasonable own costs in connection therewith) access to all such books books, records and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, customer lists during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals customer lists and other paperspapers (including, and permit but not limited to, Inventory included in the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representativesBorrowing Base) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or Borrower, the Guarantors or NBGL to the Administrative Agent or the Lenders Banks pursuant to this Agreement or Agreement, for otherwise ascertaining compliance with this AgreementAgreement and for such other purposes as the Agent may reasonably request; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and with a view to, among other things, ascertaining compliance with the Borrowing Base. The Borrower, the Guarantors and NBGL jointly and severally agree to conduct examinations of and pay to monitor the Collateral held by Agent the Collateral Agent, in customary per diem rates plus reasonable out-of-pocket expenses for each case at the expense of the Borrower (providedAgent's examiners and the reasonable costs to the Agent with respect to third party examiners, that the Borrower shall not be required for a total of three examinations per calendar year prior to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuingfor unlimited examinations after an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Agent shall be provided with access to all customer lists of the Borrower, the Guarantors and NBGL and the Agent shall be permitted to copy and use such customer lists, computer programs and data (but not sell such customer lists, computer programs and data) in connection with the exercise of its rights and remedies under this Agreement and/or the Security Documents. The Borrower, the Guarantors and NBGL each agree not to agree to (and to cause NBGL to agree not to agree to), or suffer the creation of, any Lien on any customer lists, computer programs or data, provided, however, that the Agent consents to the grant by the Borrower, the Guarantors and NBGL of rights to access and use of customer lists, computer programs and data to the Receivables Agent and "Collateral Agent" in connection with the Receivables Agreement Documents pursuant to terms that are substantially the same as those set forth in the immediately preceding two sentences of this Section 5.07.

Access to Books and Records. (a) Maintain The Borrowers shall maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors Borrowers and provide the Administrative Agent, the Master Collateral Agent and their respective representatives and advisors reasonable 113 #4875-3210-4001v1 access to all such books and records (subject to requirements under any confidentiality agreements, if applicable, and excluding the SkyMiles Agreements), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Master Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Master Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors Delta and representatives (provided that the Borrower Delta shall be given the right to participate in such discussions with such representatives) of the Borrower and the GuarantorsDelta, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors Borrowers to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at . All confidential or proprietary information obtained in connection with any reasonable time and from time to time during regular business hourssuch visit, upon reasonable notice to the Borrower, permit inspection or discussion shall be held confidential by the Administrative Agent, the Master Collateral Agent, Agent and any agents each agent or representatives (including, without limitation, appraisers) representative thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be furnished or disclosed by any of them to anyone other than their respective bank examiners, auditors, accountants, agents and legal counsel, and except as may be required by any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority. None of Delta or any of its Subsidiaries will be required to pay disclose, permit the expenses inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter pursuant to this Section 5.13, (i) except in connection with any enforcement or exercise of more than one such visit remedies, (A) that constitutes non-registered SkyMiles Intellectual Property, non-financial Trade Secrets (including the SkyMiles Customer Data) or non-financial proprietary information, including the SkyMiles Agreements, or (B) in respect of which disclosure to Administrative Agent or any Lender (or their respective designees or representatives) is prohibited by law or any binding agreement (or would otherwise cause a year unless an Event of Default has occurred and breach or default thereunder), or (ii) that is continuing)subject to attorney-client or similar privilege or constitutes attorney work product or constitutes Excluded Intellectual Property.

Access to Books and Records. From and after the Closing, for a period of seven (a7) Maintain years, the Purchaser shall, and shall cause the Surviving Corporation to, provide the Stockholder Representative, the Stockholders and their authorized representatives with reasonable access, during normal business hours and upon reasonable advance notice, at the sole expense of the Stockholder Representative or cause the Stockholders, to be maintained at all times true and complete (i) the books and records in all material respects in a manner consistent with GAAP in all material respects (for the purpose of examining and copying) of the Surviving Corporation and its Subsidiaries with respect to periods or occurrences prior to or on the Closing Date, to the extent that such access may be reasonably required in connection with (x) the preparation of any Tax Returns or with any audit thereof, (y) any financial reporting related to the operations of the Borrower Company or any of its Subsidiaries prior to the Closing, or (z) any Action involving the Stockholders relating to the operation of the business of the Company or any of its Subsidiaries prior to the Closing, unless such Action could reasonably be expected to give rise to a Purchaser Party making an indemnity claim pursuant to Article IX, in which event the Purchaser's obligations under Section 9.04 shall supersede its obligations under this clause (z), and (ii) employees of the Guarantors Purchaser for purposes of better understanding such books and provide records; provided that, notwithstanding the Administrative Agentforegoing, such access does not unreasonably interfere with the normal operations of the Purchaser, the Collateral Agent Surviving Corporation and their respective representatives Subsidiaries. Unless otherwise consented to in writing by the Stockholder Representative, the Purchaser shall use its commercially reasonable efforts not to, and advisors shall use its commercially reasonable access efforts to all not permit the Surviving Corporation or its Subsidiaries to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Company or its Subsidiaries for any period prior to the Closing Date without first giving reasonable prior notice to the Stockholder Representative and offering to surrender to the Stockholder Representative such books and records (subject or any portion thereof which the Purchaser or the Surviving Corporation may intend to requirements under destroy, alter or dispose of; provided, however, that any confidentiality agreements, if applicable), as well as any appraisals electronic books or records of the CollateralSurviving Corporation may be maintained, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event destroyed or disposed of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors pursuant to the Administrative Agent or Purchaser's ordinary course archiving and electronic record retention policies notwithstanding the Lenders pursuant to prohibitions of this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)Section 8.01.

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent accordance with GAAP in all material respects of the financial operations of the Borrower Borrowers and the Guarantors Guarantors; and provide the Lender Parties and their representatives (which shall coordinate through the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable ) (i) access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hourshours upon reasonable advance notice, in order that the Administrative Agent and the Collateral Agent Lender Parties may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals records and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all papers for the purpose of verifying the accuracy of the various reports delivered by the Borrower Borrowers or the Guarantors to the Administrative any Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; Agreement and at any reasonable time to discuss the affairs, finances and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties condition of the Borrower Borrowers and the Guarantors with the officers and independent accountants of the Borrowers; provided that any Borrower shall have the right to conduct examinations be present at any such visit or inspection and (ii) access to and the right to inspect all reports, audits and other internal information of the Borrowers and the Guarantors relating to monitor environmental matters upon reasonable advance notice; provided that, excluding such visits and inspections during the Collateral held by continuation of an Event of Default, (x) only the Collateral Agent, in each case Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent 135 and the Lenders under this Section 5.01(f); (y) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (z) only one such time per calendar year shall be at the expense of the Borrower (Borrowers; provided, further that the Borrower shall not be required to pay the expenses of more than one such visit a year unless when an Event of Default has occurred exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers during normal business hours and upon reasonable advance notice; provided, further that, notwithstanding anything to the contrary herein, neither any Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of Xxxx and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is continuing)prohibited by applicable law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative AgentAgent and its, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the CollateralPool AssetsCollateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative AgentAgent and its, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the GuarantorsBorrower, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon #90303017v26 reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by Pool AssetsCollateral (other than with respect to all of the Collateral AgentAircraft Collateral, as to which the provisions of Section 2.04 of the Aircraft Mortgage shall apply), in each case at the expense of the Borrower (provided, provided that the Borrower shall not be required to pay the expenses of more than one (1) such visit a year unless an Event of Default has occurred and is continuing); provided, however, that (a) any such inspection of AircraftCollateral (i) shall be limited to the Pool AssetsAircraft Collateral, (ii) shall be a visual, walk-around inspection and (iii) may not include opening any panels, bays or the like and (b) no exercise of any inspection rights provided for in this Section 5.07 shall interfere with the normal operation or maintenance of any Aircraft by, or the business of, the Borrower.

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their its respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their its respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral (other than the Mortgaged Collateral, as to which the provisions of Section 2.04 of the Aircraft Mortgage shall apply) held by the Collateral Administrative Agent, in each case at the expense of the Borrower (provided, provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective its representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the CollateralPool Assets, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their its respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the GuarantorsBorrower, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral AgentPool Assets, in each case at the expense of the Borrower (provided, provided that the Borrower shall not be required to pay the expenses of more than one (1) such visit a year unless an Event of Default has occurred and is continuing).; provided, however, that (a) any such inspection of Aircraft (i) shall be limited to the Pool Assets, (ii) shall be a visual, walk-around inspection and (iii) may not include opening any panels, bays or the like and (b) no exercise of any inspection rights provided for in this Section 5.07 shall interfere with the normal operation or maintenance of any Aircraft by, or the business of, the Borrower. #10384228v33

Access to Books and Records. (a) Maintain Following the Effective Date, upon any reasonable request from the Recipient or cause its Representatives, the Administrator shall (i) provide to be maintained at all times true the Recipient and complete books its Representatives reasonable access during normal business hours to the Books and records in all material respects in a manner consistent Records; provided that such access does not unreasonably interfere with GAAP in all material respects the conduct of the financial operations business of the Borrower Administrator and (ii) permit the Guarantors Recipient or its Representatives to make and provide retain copies of such Books and Records, in each case, at no cost to the Administrative Agent, Recipient or its Representatives (other than for reasonable and documented out-of-pocket expenses). The Recipient shall give the Collateral Agent Administrator reasonable prior written notice of the need for such access and their respective representatives and advisors shall comply with any reasonable written instructions provided by the Administrator in connection with the use of or access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the CollateralAdministrator’s information, during regular business hourspersonnel, in order that the Administrative Agent facilities, office and the Collateral Agent storage space. Such Books and Records may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders requested pursuant to this Section 7.2(a) for any reasonable business or regulatory purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, securities disclosure, compliance with contractual obligations of the Recipient or its Affiliates or other similar purposes (other than for purposes relating to claims between the Recipient and the Administrator or any of their respective Affiliates under this Agreement or for otherwise ascertaining compliance any Transaction Agreement). The Administrator shall cooperate with any Governmental Authority having jurisdiction over the Recipient in providing access to the Books and Records that are under the control of the Administrator. (b) Notwithstanding anything to the contrary contained in this Agreement; and at any reasonable time and from time , the Administrator shall have no obligation to time during regular business hours, upon reasonable notice disclose or make available to the BorrowerRecipient or its Representatives, permit or to provide the Administrative AgentRecipient or its Representatives with access to or copies of (i) any personnel file, the Collateral Agent, medical file or related records of any employee (in such capacity as employee and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties not a as a policyholder of the Borrower and Recipient), (ii) except as set forth in the Guarantors and to conduct examinations of and to monitor the Collateral held Purchase Agreement, any Tax Return filed by the Collateral AgentAdministrator or any of its Affiliates or predecessors, any Tax records (except for Tax records (or portions thereof) prepared solely with respect to the Recipient) or any related material, or (iii) any other information if the Administrator determines, in its reasonable judgment, that making such information available would (A) jeopardize any attorney-client privilege, work product immunity or any other legal privilege or similar doctrine, (B) violate an obligation of confidentiality owing to any Person that is not an Affiliate of the Administrator or (C) contravene any Applicable Law, contract, Governmental Order or any fiduciary duty, it being understood that the Administrator shall (1) notify the Recipient in reasonable detail of the circumstances giving rise to any such privilege or obligation, (2) cooperate using commercially reasonable efforts in any efforts and requests for waivers to any such privilege or obligation and (3) use its commercially reasonable efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case at that would enable any otherwise required disclosure of any Books and Records to the expense Recipient to occur without so jeopardizing such privilege, immunity or doctrine or contravening any Applicable Law, contract, Governmental Order or fiduciary duty. With respect to any Books and Records that are inextricably commingled with the books and records of the Borrower (providedAdministrator or its Affiliates, that the Borrower Administrator or such Affiliates shall not be required to pay the expenses make a version of more than one such visit a year unless an Event of Default has occurred and is continuing).Books and

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent Trustee and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent Trustee may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent Trustee and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral AgentTrustee, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral AgentTrustee, in each case at the expense of the Borrower (provided, provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).

Access to Books and Records. (a) Maintain The Borrowers shall maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors Borrowers and provide the Administrative Agent, the Master Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable, and excluding the SkyMiles Agreements), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Master Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Master Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors Delta and representatives (provided that the Borrower Delta shall be given the right to participate in such discussions with such representatives) of the Borrower and the GuarantorsDelta, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors Borrowers to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at . All confidential or proprietary information obtained in connection with any reasonable time and from time to time during regular business hourssuch visit, upon reasonable notice to the Borrower, permit inspection or discussion shall be held confidential by the Administrative Agent, the Master Collateral Agent, Agent and any agents each agent or representatives (including, without limitation, appraisers) representative thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be furnished or disclosed by any of them to anyone other than their respective bank examiners, auditors, accountants, agents and legal counsel, and except as may be required by any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority. None of Delta or any of its Subsidiaries will be required to pay disclose, permit the expenses inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter pursuant to this Section 5.13, (i) except in connection with any enforcement or exercise of more than one such visit remedies, (A) that constitutes non-registered SkyMiles Intellectual Property, non-financial Trade Secrets (including the SkyMiles Customer Data) or non-financial proprietary information, including the SkyMiles Agreements, or (B) in respect of which disclosure to Administrative Agent or any Lender (or their respective designees or representatives) is prohibited by law or any binding agreement (or would otherwise cause a year unless an Event of Default has occurred and breach or default thereunder), or (ii) that is continuing)subject to attorney-client or similar privilege or constitutes attorney work product or constitutes Excluded Intellectual Property.

Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective its representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the CollateralPool Assets, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their its respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the GuarantorsBorrower, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral AgentPool Assets, in each case at the expense of the Borrower (provided, provided that the Borrower shall not be required to pay the expenses of more than one (1) such visit a year unless an Event of Default has occurred and is continuing); provided, however, that (a) any such inspection of Aircraft (i) shall be limited to the Pool Assets, (ii) shall be a visual, walk-around inspection and (iii) may not include opening any panels, bays or the like and (b) no exercise of any inspection rights provided for in this Section 5.07 shall interfere with the normal operation or maintenance of any Aircraft by, or the business of, the Borrower.