Common use of Audits/Inspections Clause in Contracts

Audits/Inspections. Upon reasonable notice and during normal business hours, at the Credit Parties’ expense, each Credit Party will, and will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent or any Lender, including, without limitation, independent accountants, agents, attorneys and appraisers to visit and inspect such Credit Party’s or Subsidiary’s property, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent, any Lender or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees and representatives of the Credit Parties and/or their Subsidiaries; provided however that, unless an Event of Default shall exist and be continuing, the Administrative Agent and the Lenders shall not, in the aggregate, exercise their rights under this Section 7.11 more than two times during any calendar year and only one such time shall be at the Credit Parties’ expense. Notwithstanding the foregoing, no information protected by an attorney-client privilege shall be required to be disclosed pursuant to this Section 7.11; provided however that in the event any Credit Party claims that any materials requested for review, investigation or discussion by the Administrative Agent or any Lender, or any of its representatives pursuant to this Section 7.11 is protected by an attorney-client privilege, then such Credit party shall (a) provide the Administrative Agent or such Lender with a reasonably acceptable basis for the assertion of the privilege, (b) remove or redact only those portions of the materials deemed to be privileged and (c) reasonably cooperate with the Administrative Agent or such Lender to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed necessary to review, investigate or discuss may be obtained by the Administrative Agent in an alternative method which will not jeopardize any attorney-client privilege.

Audits/Inspections. Upon reasonable notice and during normal business hours, at Until the Credit Parties’ expense, each Credit Party willdate on which all Obligations are paid in full, and will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent or in any Lender, including, without limitation, independent accountants, agents, attorneys and appraisers to visit and inspect such Credit Party’s or Subsidiary’s property, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent, any Lender or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees and representatives of the Credit Parties and/or their Subsidiaries; provided however that, case not more frequently than four (4) times per calendar year (unless an Event of Default shall exist have occurred), each of the Borrower and be continuingthe Servicer will, and the Borrower will cause the Borrower Subsidiaries to, at their respective expense from time to time during regular business hours as requested by the Administrative Agent, permit such Person or its agents or representatives (which shall not include independent public accountants) (i) subject to any limitations in a Lease, to conduct periodic inspections of the Aircraft, the Administrative Agent Leases, the Related Security, the other Aircraft Assets and the Lenders shall notrelated books and records and collections systems of the Borrower, the Servicer and any Borrower Subsidiary, as the case may be, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the aggregatepossession or under the control of the Borrower, exercise their rights the Servicer and any Borrower Subsidiary, as the case may be, relating to the Aircraft, the Leases, the Related Security and the other Aircraft Assets, and (iii) to visit the offices and properties of the Borrower, the Servicer and any Borrower Subsidiary, as the case may be, for the purpose of examining such materials described in clause (ii) above, and to discuss matters relating to Aircraft, the Leases, the Related Security, the other Aircraft Assets or the Borrower’s, the Servicer’s or any Borrower Subsidiary’s performance under this Section 7.11 the Transaction Documents or under the Leases with any of the officers or employees of the Borrower, the Servicer or any Borrower Subsidiary, as the case may be, having knowledge of such matters. In addition, upon the request of the Administrative Agent, no more than two times during once per year (with such limitation applicable only prior to the occurrence of an Event of Default), the Borrower will, at its expense (not to exceed $50,000 in any calendar year prior to the occurrence of an Event of Default, after which such expense limitation shall no longer apply), appoint an agent or representative of the Administrative Agent, including a consulting arm of an accounting firm of independent public accountants (but otherwise not an independent public accountant), or utilize the representatives or auditors of the Administrative Agent, to prepare and only one such time shall be at deliver to the Credit Parties’ expense. Notwithstanding Administrative Agent, a written report with respect to the foregoingAircraft and the Leases (including, no information protected by an attorney-client privilege shall be required to be disclosed pursuant to this Section 7.11; provided however that in each case, the event any Credit Party claims that any materials systems, procedures and records relating thereto) on a scope and in a form reasonably requested for review, investigation or discussion by the Administrative Agent or any Lender, or any of its representatives pursuant to this Section 7.11 is protected by an attorney-client privilege, then such Credit party shall (a) provide the Administrative Agent or such Lender with a reasonably acceptable basis for the assertion of the privilege, (b) remove or redact only those portions of the materials deemed to be privileged and (c) reasonably cooperate with the Administrative Agent or such Lender to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed necessary to review, investigate or discuss may be obtained by the Administrative Agent in an alternative method which will not jeopardize any attorney-client privilegeAgent.

Audits/Inspections. Upon reasonable notice and during normal business hours, at the Credit Parties’ expense, each Credit Party will, and will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent or any LenderAgent, including, without limitation, independent accountants, agents, attorneys attorneys, and appraisers to visit and inspect such Credit Party’s or Subsidiary’s its property, including its books and recordsrecords to the extent allowed by applicable law and regulation, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent, any Lender Agent or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees and representatives of the Credit Parties and/or their Subsidiariessuch Person; provided however PROVIDED, HOWEVER, that, unless an Event of Default shall exist and be continuingexist, the Administrative Agent and the Lenders shall not, in the aggregate, not exercise their its rights under this Section 7.11 sentence more often than two times during any calendar year and only one such time shall be at the Credit Parties’ ' expense. Notwithstanding the foregoing, no information material protected by an attorney-client privilege shall be required to be disclosed pursuant to this Section 7.117.9; provided however that PROVIDED, HOWEVER, that, in the event that any Credit Party claims that any materials requested for review, investigation or discussion by the Administrative Agent or any Lender, or any of its representatives pursuant to this Section 7.11 7.9 is protected by an attorney-client privilege, then such Credit party Party shall (ai) provide the Administrative Agent or such Lender with a reasonably acceptable basis for the assertion of the privilege, (bii) remove or redact only those portions of the related materials deemed to be privileged and (ciii) reasonably in good faith cooperate with the Administrative Agent or such Lender to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed deems necessary to review, investigate or discuss may be obtained by the Administrative Agent in an alternative method manner which will not jeopardize any attorney-client privilege.

Audits/Inspections. Upon reasonable notice and during normal business hours, at the Credit Parties’ ' expense, each Credit Party will, and will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent or any Lender, including, without limitation, independent accountants, agents, attorneys and appraisers to visit and inspect such Credit Party’s 's or Subsidiary’s 's property, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent, any Lender or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees and representatives of the Credit Parties and/or their Subsidiaries; provided however that, unless an Event of Default shall exist and be continuing, the Administrative Agent and the Lenders shall not, in the aggregate, exercise their rights under this Section 7.11 more than two times during any calendar year and only one such time shall be at the Credit Parties’ ' expense. Notwithstanding the foregoing, no information protected by an attorney-client privilege shall be required to be disclosed pursuant to this Section 7.11; provided however that in the event any Credit Party claims that any materials requested for review, investigation or discussion by the Administrative Agent or any Lender, or any of its representatives pursuant to this Section 7.11 is protected by an attorney-client privilege, then such Credit party shall (a) provide the Administrative Agent or such Lender with a reasonably acceptable basis for the assertion of the privilege, (b) remove or redact only those portions of the materials deemed to be privileged and (c) reasonably cooperate with the Administrative Agent or such Lender to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed necessary to review, investigate or discuss may be obtained by the Administrative Agent in an alternative method which will not jeopardize any attorney-client privilege.

Audits/Inspections. Upon reasonable notice and during normal business hours, at the Credit Parties’ expense, each Credit Party will, and will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent or any Lender, including, without limitation, independent accountants, agents, attorneys and appraisers to visit and inspect such Credit Party’s or Subsidiary’s property, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent, any Lender or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees and representatives of the Credit Parties and/or their Subsidiaries; provided however that, Not more frequently than one (1) time per calendar year (unless an Event of Default shall exist and be continuinghave occurred), each of the Administrative Agent Borrower and the Lenders Manager shall, and the Borrower shall notcause the Borrower Subsidiaries to, in the aggregateat their respective expense from time to time during regular business hours, exercise their rights under this Section 7.11 more than two times during any calendar year and only one such time shall be at the Credit Parties’ expense. Notwithstanding the foregoing, no information protected by an attorney-client privilege shall be required to be disclosed pursuant to this Section 7.11; provided however that in the event any Credit Party claims that any materials requested for review, investigation or discussion upon reasonable notice by the Administrative Agent or any Lenderthe Security Trustee, or any which shall in no event be less than five (5) Business Days (except if an Event of its representatives pursuant to this Section 7.11 is protected Default shall have occurred), as requested by an attorney-client privilege, then such Credit party shall (a) provide the Administrative Agent or the Security Trustee, permit such Lender with Person or its agents or representatives (i) subject to any limitations in a reasonably acceptable basis Lease, to conduct inspections of the Leases, the Related Security, the other Aircraft Assets and the Records and collections systems of the Borrower and any Borrower Subsidiary, as the case may be, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Borrower and any Borrower Subsidiary, as the case may be, relating to the Aircraft, the Leases, the Related Security and the other Aircraft Assets, and (iii) to visit the offices and properties of the Borrower and any Borrower Subsidiary, as the case may be, for the assertion purpose of examining such materials described in clause (ii) above, and to discuss matters relating to Aircraft, the Leases, the Related Security, the other Aircraft Assets or the Borrower’s, the Servicer’s or any Borrower Subsidiary’s performance under the Transaction Documents or under the Leases with any appropriate officers or employees of the privilegeBorrower or any Borrower Subsidiary, (b) remove or redact only those portions as the case may be, having knowledge of such matters. In addition, to the extent it has the right to do so pursuant to the terms of the materials deemed Servicing Agreement, the Borrower shall cause the Servicer to be privileged and (c) reasonably cooperate with grant the Administrative Agent access to the documents and other records generated by the Servicer or such Lender by a Lessee and delivered to determine a method by which the information which Servicer pursuant to Section 5.01 of the Servicing Agreement and shall allow the Administrative Agent or such Lender reasonably deemed necessary to review, investigate or discuss may be obtained by attend meetings of the Administrative Agent in an alternative method Board at which will not jeopardize any attorney-client privilegemembers of the Servicer’s management participate.

Audits/Inspections. Upon reasonable notice and during normal business hours, at but not more than once per calendar year, the Credit Parties’ expense, each Credit Party Borrower will, and will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent or any Lender, including, without limitation, independent accountants, agents, attorneys and appraisers appraisers, to visit and inspect such Credit Partythe Borrower’s or any Subsidiary’s propertyProperty, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent, any Lender or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees and representatives of the Credit Parties Borrower and/or their its Subsidiaries; provided however thatprovided, unless an however, during the existence of a Default or Event of Default shall exist and be continuingDefault, the Administrative Agent and the Lenders may request as many inspections as reasonable under the circumstances. Any expenses incurred in connection with this Section 7.9 shall notbe for the account of the Lenders unless an Event of Default exists, in which case such reasonable and documented out-of-pocket expenses shall be for the aggregateaccount of the Borrower. Any representatives appointed by the Administrative Agent shall sign a confidentiality agreement reasonably acceptable to the Borrower prior to any visit, exercise their rights under investigation, inspection or verification permitted by this Section 7.11 more than two times during any calendar year and only one such time shall be at the Credit Parties’ expense7.9. Notwithstanding the foregoing, no information protected by an neither the Borrower nor any of its Subsidiaries shall be required to (i) disclose documents where such disclosure could result in the loss of attorney-client privilege shall be required to be disclosed pursuant to this Section 7.11; provided however that in the event or a violation of applicable Laws or (ii) violate any Credit Party claims that any materials requested for review, investigation or discussion by the Administrative Agent or any Lender, or any of its representatives pursuant to this Section 7.11 is protected by an attorney-client privilege, then such Credit party shall (a) provide the Administrative Agent or such Lender confidentiality agreement with a reasonably acceptable basis for Person other than the assertion of the privilege, (b) remove Borrower or redact only those portions of the materials deemed to be privileged and (c) reasonably cooperate with the Administrative Agent or such Lender to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed necessary to review, investigate or discuss may be obtained by the Administrative Agent in an alternative method which will not jeopardize any attorney-client privilegeSubsidiary binding on it.

Audits/Inspections. Upon reasonable notice and during normal business hours, at the Credit Parties’ expense, each Credit Party will, and will cause each of its Subsidiaries to, the Group Companies will permit representatives appointed by the Administrative Agent or any Lender, including, without limitation, independent accountants, agents, attorneys and appraisers Required Lenders to visit and inspect such Credit Party’s or Subsidiary’s propertyits executive offices and/or manufacturing facilities and any of its properties, including and to review and inspect its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains representatives obtain and shall permit the Administrative Agent, any Lender Lenders or its such representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees employees, independent accountants and representatives of the Credit Parties and/or their SubsidiariesGroup Companies, in each case so long as a Responsible Officer has been given the opportunity to be present; provided however thatprovided, that the representatives appointed by the Required Lenders shall be limited to one such inspection (which shall include any discussions with the officers, employees, independent accountants or representatives of the Group Companies) per fiscal quarter (at which meeting the representatives appointed by the Required Lenders may be joined by representatives of the other Lenders at the Borrower’s discretion), unless an a Default or and Event of Default shall exist have occurred and is continuing; provided, however, that the Group Companies shall not be obligated to reimburse the expenses incurred by more than two representatives of the Lenders in the aggregate related to any such visit and inspection; provided, further, that, unless a Default or Event of Default shall have occurred and is continuing, the Administrative Agent Group Companies shall not be obligated to reimburse such expenses more than one per fiscal year.” Section 1.11 Section 7.12(b)(iii)(B) is hereby amended by inserting the word “Senior” immediately after the words “for the benefit of the” appearing therein. Section 1.12 The proviso appearing in Section 7.13 of the Loan Agreement is hereby amended by (i) deleting the text “(i)” appearing therein and inserting the text “(A)” in lieu thereof and (ii) inserting the words “of the Senior Credit Agreement” immediately following the text “Section 2.09(b)(iv)” appearing therein. Section 1.13 Section 7.18 of the Loan Agreement is hereby amended by deleting the words “Senior Debt Documents” in each place such words appear therein and inserting the words “Senior Finance Documents” in lieu thereof. Section 1.14 Section 8.02 of the Loan Agreement is hereby amended by deleting the first paragraph of such Section in its entirety and inserting the following new paragraph in lieu thereof: “Subject to the Subordination Agreement, upon the occurrence of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived in writing by the Required Lenders (or such higher percentage of Lenders as may be required pursuant to Section 9.03), the Lenders shall not(upon the determination by the Required Lenders), by written notice to the Borrower, take any of the following actions without prejudice to the rights of any Lender to enforce its claims against the Credit Parties except as otherwise specifically provided for herein:”. Section 1.15 Section 9.01(a) of the Loan Agreement is hereby amended (1) by amending clause (ii) in the aggregatefirst sentence thereof by deleting the words “Assignment and Acceptance” appearing therein and inserting the words “assignment agreement” in lieu thereof, exercise their rights under this Section 7.11 more than two times during any calendar year (2) by amending clause (iii) in the first sentence thereof by deleting the words “and only one such time shall be Allied Capital” appearing therein and inserting the words “and the Lenders” in lieu thereof, (3) by deleting the last sentence appearing therein, and (4) by inserting the following sentence at the Credit Parties’ expense. end of such Section: “Notwithstanding the foregoinganything otherwise contained herein, no information protected by an attorney-client privilege shall be all deliveries (other than payments), including under Section 6.01 hereof, and notices required to be disclosed pursuant made to the Lenders by the Credit Parties hereunder shall be made (i) with respect to the AEA Holders, to the AEA Agent, (ii) with respect to the CIGNA Holders, to the CIGNA Agent, and (iii) with respect to the RDV Holders, to the RDV Agent.” Section 1.16 Section 9.06(b) of the Loan Agreement is hereby amended by deleting the proviso appearing therein in its entirety and inserting the following new provision in lieu thereof: “provided that there shall be either (i) no more than five holders of Subordinated Debentures (provided, however, the AEA Holders, the RDV Holders, the CIGNA Holders and GEBFS shall each be deemed to constitute one holder for purposes of this Section 7.11; provided however 9.06 so long as the AEA Agent, the RDV Agent, the CIGNA Agent and GEBFS, respectively, are receiving and delivering notices and other deliveries required hereunder for such Lender) or (ii) so long as the Required Lenders agree and authorize, at the time of any such assignment or delegation, one Person to act as agent for all holders of Subordinated Debentures such that any notices and communications to be delivered to the holders of Subordinated Debentures shall be made to or obtained from such agent and shall be binding on each holder of Subordinated Debentures as if directly obtained from the Borrower. Section 1.17 Section 9.15 of the Loan Agreement is hereby amended by deleting the word “MARYLAND” appearing therein and inserting the word “NEW YORK” in lieu thereof. Section 1.18 Exhibit G to the Loan Agreement is hereby amended by inserting the wiring instructions for each New Lender set forth on Schedule II hereto. Section 1.19 Each New Lender hereby notifies the other parties to the Loan Agreement that for notices and other communications contemplated by Section 9.01 of the Loan Agreement, such New Lender’s notice address is designated on Schedule III hereto. Section 1.20 Notwithstanding anything to the contrary contain in the event Loan Agreement or any Credit Party claims that other Subordinated Debentures Document, any materials requested for reviewreference to the capitalized terms “Subordinated Debenture Document” or “Subordinated Debenture Documents” shall be deemed a reference to “Subordinated Debentures Document” and “Subordinated Debentures Documents”, investigation or discussion respectively. Section 1.21 The Borrower hereby agrees to make all payments in respect of the Assigned Interests held by the Administrative Agent or any New Lenders (including payments of principal, interest, fees and other amounts) to the applicable New Lender, or any of its representatives pursuant including, without limitation, for amounts which have accrued prior to this the date hereof. Section 7.11 is protected by an attorney-client privilege, then such Credit party shall (a) provide the Administrative Agent or such Lender with a reasonably acceptable basis for the assertion 1.22 Section 5.07 of the privilegeGuaranty is hereby amended by deleting the word (i) “MARYLAND” appearing therein and inserting the words “NEW YORK” in lieu thereof and (ii) “Maryland” in each instance such word appears therein and insert the words “New York” in lieu thereof. Section 1.23 Notwithstanding anything to the contrary contained in the Loan Agreement, (b) remove or redact only those portions the Borrower hereby consents to the assignment by Allied Capital of the materials Assigned Interests to the New Lenders, which assignment shall be deemed to be privileged and (c) reasonably cooperate effective contemporaneous with the Administrative Agent or such Lender to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed necessary to review, investigate or discuss may be obtained by the Administrative Agent in an alternative method which will not jeopardize any attorney-client privilegeexecution of this Third Amendment.

Audits/Inspections. Upon reasonable notice and during normal business hours, at the Credit Parties’ expense, each Credit Party Borrower will, and will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent or any LenderAgent, including, without limitation, independent accountants, agents, agents and attorneys and appraisers to visit and inspect such Credit Party’s or Subsidiary’s its property, including its books and recordsrecords to the extent allowed by applicable law and regulation, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent, any Lender Agent or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees and representatives of the Credit Parties and/or their Subsidiariessuch Person; provided however provided, however, that, unless an Event of Default shall exist and be continuingexist, the Administrative Agent and the Lenders shall not, in the aggregate, not exercise their its rights under this Section 7.11 sentence more often than two times during any calendar year and only one such time shall be at the Credit Parties’ Borrower’s expense. Notwithstanding the foregoing, no information material protected by an attorney-client privilege shall be required to be disclosed pursuant to this Section 7.116.9; provided however that provided, however, that, in the event any Credit Party that the Borrower claims that any materials requested for review, investigation or discussion by the Administrative Agent or any Lender, or any of its representatives pursuant to this Section 7.11 6.9 is protected by an attorney-client privilege, then such Credit party the Borrower shall (ai) provide the Administrative Agent or such Lender with a reasonably acceptable basis for the assertion of the privilege, (bii) remove or redact only those portions of the related materials deemed to be privileged and (ciii) reasonably in good faith cooperate with the Administrative Agent or such Lender to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed deems necessary to review, investigate or discuss may be obtained by the Administrative Agent in an alternative method manner which will not jeopardize any attorney-client privilege.

Audits/Inspections. Upon reasonable notice and during normal business hours, at but not more than once during each fiscal year of the Credit Parties’ expenseBorrower unless an Event of Default has occurred and is continuing, each Credit Party will, and of the Consolidated Parties will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent Agents or any Lenderthe Required Lenders, including, without limitation, including independent accountants, agents, employees, attorneys and appraisers appraisers, to visit and inspect such Credit Party’s or Subsidiary’s property, including its books financial records and records, its accounts receivable and inventory, its facilities and its other business assetsproperties, and to make photocopies or photographs thereof and to write down and record any information such representative obtains representatives obtain and shall permit the Administrative Agent, any Lender Agents or its such representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officersofficers and independent accountants of the Consolidated Parties; provided that so long as no Default or Event of Default has occurred and is continuing, employees and representatives of the Borrower may, if they choose, be present at or participate in any such discussions. Each Credit Parties and/or their Subsidiaries; provided however thatParty will, not more than once during any fiscal year of the Borrower , unless an Event of Default shall exist has occurred and be is continuing, upon the reasonable request of the Collateral Agent, permit the Collateral Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Collateral Agent to conduct evaluations and appraisals of the assets included in the Collateral, and the Borrower will pay the reasonable fees and expenses of such professionals in accordance with Section 10.05. Upon the occurrence and during the continuance of an Event of Default, each of the Parent, ASG and the Borrower hereby irrevocably authorizes and directs all accountants and auditors employed by it at any time during the term of this Agreement to exhibit and deliver to the Administrative Agent and the Lenders shall notcopies of any of the financial statements, trial balances or other accounting records of any sort of the Consolidated Parties in the aggregateaccountant’s or auditor’s possession, exercise their rights under this Section 7.11 more than two times during any calendar year and only one such time shall be at the Credit Parties’ expense. Notwithstanding the foregoing, no information protected by an attorney-client privilege shall be required to be disclosed pursuant disclose to this Section 7.11; provided however that in the event any Credit Party claims that any materials requested for review, investigation or discussion by the Administrative Agent or and the Lenders any Lender, or any of its representatives pursuant to this Section 7.11 is protected by an attorney-client privilege, then such Credit party shall (a) provide information they may have concerning the Administrative Agent or such Lender with a reasonably acceptable basis for the assertion financial status and business operation of the privilegeConsolidated Parties. Upon the occurrence and during the continuance of an Event of Default, (b) remove or redact only those portions each of the materials deemed Parent, ASG and the Borrower hereby irrevocably authorizes all federal, state and municipal authorities to be privileged and (c) reasonably cooperate with furnish to the Administrative Agent Lenders copies of reports or such Lender examinations relating to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed necessary to reviewConsolidated Parties, investigate or discuss may be obtained whether made by the Administrative Agent in an alternative method which will not jeopardize any attorney-client privilegeConsolidated Parties or otherwise.

Audits/Inspections. Upon reasonable notice and during normal business hours, at the Credit Parties’ expense, each Credit Party will, and will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent or any LenderAgent, including, without limitation, independent accountants, agents, attorneys attorneys, and appraisers to visit and inspect such Credit Party’s or Subsidiary’s its property, including its books and recordsrecords to the extent allowed by applicable law and regulation, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent, any Lender Agent or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees and representatives of the Credit Parties and/or their Subsidiariessuch Person; provided however provided, however, that, unless an Event of Default shall exist and be continuingexist, the Administrative Agent and the Lenders shall not, in the aggregate, not exercise their its rights under this Section 7.11 sentence more often than two times during any calendar year and only one such time shall be at the Credit Parties’ ' expense. Notwithstanding the foregoing, no information material protected by an attorney-client privilege shall be required to be disclosed pursuant to this Section 7.117.9; provided however that provided, however, that, in the event that any Credit Party claims that any materials requested for review, investigation or discussion by the Administrative Agent or any Lender, or any of its representatives pursuant to this Section 7.11 7.9 is protected by an attorney-client privilege, then such Credit party Party shall (ai) provide the Administrative Agent or such Lender with a reasonably acceptable basis for the assertion of the privilege, (bii) remove or redact only those portions of the related materials deemed to be privileged and (ciii) reasonably in good faith cooperate with the Administrative Agent or such Lender to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed deems necessary to review, investigate or discuss may be obtained by the Administrative Agent in an alternative method manner which will not jeopardize any attorney-client privilege.

Audits/Inspections. Upon reasonable notice and during normal business hours, at the Credit Parties’ ' expense, each Credit Party will, and will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent or any Lender, including, without limitation, independent accountants, agents, attorneys and appraisers to visit and inspect such Credit Party’s 's or Subsidiary’s 's property, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent, any Lender or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees and representatives of the Credit Parties and/or their Subsidiaries; provided however that, unless an Event of Default shall exist and be continuing, the Administrative Agent and the Lenders shall not, in the aggregate, exercise their rights under this Section 7.11 more than two times during any calendar year and only one such time shall be at the Credit Parties’ ' expense. Notwithstanding the foregoing, no information protected by an attorney-client privilege shall be required to be disclosed pursuant to this Section 7.11; provided however that in the event any Credit Party claims that any materials requested for review, investigation or discussion by the Administrative Agent or any Lender, or any of its representatives pursuant to this Section 7.11 is protected by an attorney-client privilege, then such Credit party shall (a) provide the Administrative Agent or such Lender with a reasonably acceptable basis for the assertion of the privilege, (b) remove or redact only those portions of the materials deemed to be privileged and (c) reasonably cooperate with the Administrative Agent or such Lender to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed necessary to review, investigate or discuss may be obtained by the Administrative Agent in an alternative method which will not jeopardize any attorney-client privilege.a

Audits/Inspections. Upon reasonable notice and during normal business hours, at the Credit Parties’ expense, each Credit Party will, and will cause each of its Subsidiaries to, the Group Companies will permit representatives appointed by the Administrative Agent Agents or any Lenderthe Required Lenders, including, without limitation, including independent accountants, agents, employees, attorneys and appraisers appraisers, to visit and inspect such Credit Party’s or Subsidiary’s its property, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains representatives obtain and shall permit the Administrative Agent, any Lender Agents or its such representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees employees, independent accountants, attorneys and representatives of the Group Companies; PROVIDED, HOWEVER, that (i) nothing herein shall obligate any Group Company to provide any document or take any other action that would constitute a violation of applicable laws regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities by which any Credit Parties and/or their Subsidiaries; provided however thatParty is bound, and (ii) such visits or inspections shall not occur more than once in any period of 12 consecutive months, unless an a Default or Event of Default has occurred and is continuing. Each Credit Party will, from time to time upon the reasonable request of either Collateral Agent, permit such Collateral Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by such Collateral Agent to conduct evaluations and appraisals of the assets included in the Collateral, and the Parent Borrower will pay the reasonable fees and expenses of such professionals in accordance with SECTION 10.04; PROVIDED, HOWEVER, that (i) nothing herein shall exist obligate any Credit Party to provide any document or take any other action that would constitute a violation of applicable laws regarding confidentiality of patient health information and be other confidentiality restrictions of Governmental Authorities by which any Credit Party is bound, and (ii) such evaluations or appraisals shall not occur more than once in any period of 12 consecutive months, unless a Default or Event of Default has occurred and is continuing, . The Parent Borrower hereby irrevocably authorizes and directs all accountants and auditors employed by it or any other Borrower at any time during the term of this Agreement to exhibit and deliver to the Administrative Agent Agents and the Lenders shall notcopies of any of the financial statements, trial balances or other accounting records of any sort of any Group Company in the aggregateaccountant's or auditor's possession, exercise their rights under this Section 7.11 more than two times during and to disclose to the Administrative Agents -133- and the Lenders any calendar year information they may have concerning the financial status and only one such time shall be at business operations of any Group Company. Each of the Credit Parties’ expense. Notwithstanding Parent Borrower and each other Borrower hereby irrevocably authorizes all federal, state and municipal authorities to furnish to the foregoingLenders copies of reports or examinations relating to any Group Company, no information protected by an attorney-client privilege shall be required to be disclosed pursuant to this Section 7.11; provided however that in the event any Credit Party claims that any materials requested for review, investigation or discussion whether made by the Administrative Agent Group Companies or any Lender, or any of its representatives pursuant to this Section 7.11 is protected by an attorney-client privilege, then such Credit party shall (a) provide the Administrative Agent or such Lender with a reasonably acceptable basis for the assertion of the privilege, (b) remove or redact only those portions of the materials deemed to be privileged and (c) reasonably cooperate with the Administrative Agent or such Lender to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed necessary to review, investigate or discuss may be obtained by the Administrative Agent in an alternative method which will not jeopardize any attorney-client privilegeotherwise.

Audits/Inspections. Upon reasonable notice Until the date on which all Obligations are paid in full, and during normal business hoursin any case not more frequently than four (4) times per calendar year (unless an Event of Default that has not been waived in writing in compliance with the terms of Section 17.2 hereof shall have occurred), at the Credit Parties’ expense, each Credit Party Borrower will, and will cause each of its the Borrower Subsidiaries to, permit representatives appointed at their respective expense from time to time during regular business hours as requested by the Administrative Agent Agent, permit such Person or its agents or representatives (including independent public accountants, which may be the independent public accountants of the Borrower or any Lenderof the Borrower Subsidiaries), (i) subject to any limitations in a Lease, to conduct periodic audits and inspections of the Aircraft, the Leases, the Related Security, the other Aircraft Assets and the related books and records and collections systems of the Borrower and any Borrower Subsidiary, as the case may be, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, independent accountantscomputer tapes and disks) in the possession or under the control of the Borrower and any Borrower Subsidiary, agentsas the case may be, attorneys relating to the Aircraft, the Leases, the Related Security and appraisers the other Aircraft Assets, and (iii) to visit the offices and inspect properties of the Borrower and any Borrower Subsidiary, as the case may be, for the purpose of examining such Credit Party’s or Subsidiary’s property, including its books and records, its accounts receivable and inventory, its facilities and its other business assetsmaterials described in clause (ii) above, and to make photocopies discuss matters relating to Aircraft, the Leases, the Related Security, the other Aircraft Assets or photographs thereof and to write down and record the Borrower’s or any information Borrower Subsidiary’s performance under the Transaction Documents or under the Leases with any of the officers or employees of the Borrower or any Borrower Subsidiary, as the case may be, having knowledge of such representative obtains and shall permit matters. In addition, upon the request of the Administrative Agent, any Lender or its representatives to investigate and verify the accuracy of information provided no more than once per year (with such limitation applicable only prior to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees and representatives occurrence of the Credit Parties and/or their Subsidiaries; provided however that, unless an Event of Default shall exist and be continuingthat has not been waived in writing in compliance with the terms of Section 17.2 hereof), the Borrower will, at its expense, appoint independent public accountants, or utilize the representatives or auditors of the Administrative Agent Agent, to prepare and deliver to the Administrative Agent, a written report with respect to the Aircraft and the Lenders shall notLeases (including, in each case, the aggregatesystems, exercise their rights under this Section 7.11 more than two times during any calendar year procedures and only one such time shall be at the Credit Parties’ expense. Notwithstanding the foregoing, no information protected by an attorney-client privilege shall be required to be disclosed pursuant to this Section 7.11; provided however that records relating thereto) on a scope and in the event any Credit Party claims that any materials a form reasonably requested for review, investigation or discussion by the Administrative Agent or any Lender, or any of its representatives pursuant to this Section 7.11 is protected by an attorney-client privilege, then such Credit party shall (a) provide the Administrative Agent or such Lender with a reasonably acceptable basis for the assertion of the privilege, (b) remove or redact only those portions of the materials deemed to be privileged and (c) reasonably cooperate with the Administrative Agent or such Lender to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed necessary to review, investigate or discuss may be obtained by the Administrative Agent in an alternative method which will not jeopardize any attorney-client privilegeAgent.

Audits/Inspections. Upon reasonable notice and during normal business hours, at but not more than once per calendar year, the Credit Parties’ expense, each Credit Party Borrower will, and will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent or any Lender, including, without limitation, independent accountants, agents, attorneys and appraisers appraisers, to visit and inspect such Credit Partythe Borrower’s or any Subsidiary’s propertyProperty, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs [[5731659]] thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent, any Lender or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees and representatives of the Credit Parties Borrower and/or their its Subsidiaries; provided however thatprovided, unless an however, during the existence of a Default or Event of Default shall exist and be continuingDefault, the Administrative Agent and the Lenders may request as many inspections as reasonable under the circumstances. Any expenses incurred in connection with this Section 7.9 shall notbe for the account of the Lenders unless an Event of Default exists, in which case such reasonable and documented out-of-pocket expenses shall be for the aggregateaccount of the Borrower. Any representatives appointed by the Administrative Agent shall sign a confidentiality agreement reasonably acceptable to the Borrower prior to any visit, exercise their rights under investigation, inspection or verification permitted by this Section 7.11 more than two times during any calendar year and only one such time shall be at the Credit Parties’ expense7.9. Notwithstanding the foregoing, no information protected by an neither the Borrower nor any of its Subsidiaries shall be required to (i) disclose documents where such disclosure could result in the loss of attorney-client privilege shall be required to be disclosed pursuant to this Section 7.11; provided however that in the event or a violation of applicable Laws or (ii) violate any Credit Party claims that any materials requested for review, investigation or discussion by the Administrative Agent or any Lender, or any of its representatives pursuant to this Section 7.11 is protected by an attorney-client privilege, then such Credit party shall (a) provide the Administrative Agent or such Lender confidentiality agreement with a reasonably acceptable basis for Person other than the assertion of the privilege, (b) remove Borrower or redact only those portions of the materials deemed to be privileged and (c) reasonably cooperate with the Administrative Agent or such Lender to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed necessary to review, investigate or discuss may be obtained by the Administrative Agent in an alternative method which will not jeopardize any attorney-client privilegeSubsidiary binding on it.

Audits/Inspections. Upon reasonable notice and during normal business hours, at the Credit Parties’ expense, each Credit Party will, and will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent or any LenderAgent, including, without limitation, independent accountants, agents, attorneys attorneys, and appraisers to visit and inspect such Credit Party’s or Subsidiary’s its property, including its books and recordsrecords to the extent allowed by applicable law and regulation, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent, any Lender Agent or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees and representatives of the Credit Parties and/or their Subsidiariessuch Person; provided however provided, however, that, unless an Event of Default shall exist and be continuingexist, the Administrative Agent and the Lenders shall not, in the aggregate, not exercise their its rights under this Section 7.11 sentence more often than two times during any calendar year and only one such time shall be at the Credit Parties’ expense. Notwithstanding the foregoing, no information material protected by an attorney-client privilege shall be required to be disclosed pursuant to this Section 7.117.9; provided however that provided, however, that, in the event that any Credit Party claims that any materials requested for review, investigation or discussion by the Administrative Agent or any Lender, or any of its representatives pursuant to this Section 7.11 7.9 is protected by an attorney-client privilege, then such Credit party Party shall (ai) provide the Administrative Agent or such Lender with a reasonably acceptable basis for the assertion of the privilege, (bii) remove or redact only those portions of the related materials deemed to be privileged and (ciii) reasonably in good faith cooperate with the Administrative Agent or such Lender to determine a method by which the information which the Administrative Agent or such Lender reasonably deemed deems necessary to review, investigate or discuss may be obtained by the Administrative Agent in an alternative method manner which will not jeopardize any attorney-client privilege.