Common use of Inspection Financial Information Clause in Contracts

Inspection Financial Information. (A) During the Term, LESSEE shall furnish to LESSOR and Mortgagee such information concerning the location, condition, use and operation of the Aircraft as LESSOR or Mortgagee may reasonably request. LESSEE shall also furnish to LESSOR and Mortgagee copies of its reports on Forms 10-K and 10-Q promptly upon same becoming available for public distribution. (B) The right of LESSOR and Mortgagee, or their designated representatives, at LESSOR's expense, to inspect the Aircraft during any "C", "15,000 Hour" or "30,000 Hour" check or equivalent (as defined in the Maintenance Program), performed by or on behalf of LESSEE during the Term shall be absolute. LESSEE shall also provide LESSOR and Mortgagee with maintenance schedules relating to the Aircraft upon the delivery of the Aircraft to LESSEE, and from time to time as such maintenance schedules are adjusted or updated. LESSEE further agrees to notify LESSOR and Mortgagee of any change in the date of scheduled "C," "15,000 Hour" and "30,000 Hour" checks, which notice shall be given within a reasonable time, to enable LESSOR and Mortgagee to inspect the Aircraft at the time and place such checks occur. During such checks, LESSEE agrees to allow LESSOR and Mortgagee, or their authorized representative, to inspect any area of the Aircraft which LESSOR or Mortgagee requests to inspect which would normally require inspection during such major checks. LESSEE also shall permit any Person designated by LESSOR or Mortgagee in writing to: (1) visit and inspect the Aircraft, its condition, use and operation, and the records maintained in connection therewith; (2) visit and inspect the properties of LESSEE; (3) discuss, to the extent reasonable, the finances and accounts of LESSEE with the principal officers of LESSEE, (4) obtain such other financial information as LESSOR or Mortgagee may reasonably request; in this regard, during the Term, LESSEE shall deliver to LESSOR and Mortgagee annual financial statements prepared in accordance with generally accepted accounting principles consistently applied and audited by recognized, independent certified public accountants reasonably satisfactory to LESSOR and Mortgagee as soon as practicable and in any event within 120 days after the end of LESSEE's fiscal year, as well as quarterly unaudited financial statements, within 60 days following the close of each of LESSEE's fiscal quarters; and (5) inspect LESSEE's Maintenance Program for the Aircraft. all at such times and frequencies as LESSOR and Mortgagee, or the assignee of LESSOR or Mortgagee, may reasonably request without interfering with LESSEE's normal business operations; neither LESSOR nor Mortgagee shall have any duty to make any such inspection and neither LESSOR nor Mortgagee shall incur any liability or obligation by reason of not making any such inspection. LESSOR hereby agrees that if LESSOR or Mortgagee exercises any of the rights listed in clauses (1) through (5) above, it shall do so at LESSOR's sole cost and expense and in such a manner so as not to unreasonably interfere with the business and operations of LESSEE. Notwithstanding the foregoing, LESSOR and Mortgagee shall incur no liability nor be deemed to have waived any of their rights under this Lease by reason of LESSOR's or Mortgagee's failure to exercise any of its rights under this Section 9(B). (C) LESSEE shall also furnish any other information or records on the Aircraft that LESSOR or Mortgagee may reasonably request.

Inspection Financial Information. (A) During the Base Term, in addition to the information and reports required to be provided by LESSEE to LESSOR pursuant to Section 7(G) of this Lease, LESSEE shall furnish to LESSOR and Mortgagee such additional information concerning the location, condition, use and operation of the Aircraft as LESSOR or Mortgagee may reasonably request. LESSEE shall also furnish to LESSOR and Mortgagee copies of its reports on Forms 10-K and 10-Q promptly upon same becoming available for public distribution. (B) The right of LESSOR and MortgageeLESSOR, or their its designated representatives, at LESSOR's expense, to inspect the Aircraft during any "C", "15,000 Hour" or "30,000 HourD" check or equivalent (as defined in the Maintenance Program), performed by or on behalf of LESSEE during the Term Base Term, shall be absolute. LESSEE shall also provide LESSOR and Mortgagee with maintenance schedules relating to the Aircraft upon the delivery of the Aircraft to LESSEE, and from time to time as such maintenance schedules are adjusted or updated. LESSEE further agrees to notify provide LESSOR and Mortgagee with quarterly written projections of any change in the scheduled date of scheduled for "C," "15,000 Hour" and "30,000 HourD" checks, which notice shall be given within a reasonable time, in order to enable LESSOR and Mortgagee to inspect the Aircraft at the time and place such checks occur. During such checks, LESSEE agrees to allow LESSOR and MortgageeLESSOR, or their its authorized representative, to inspect any area of the Aircraft which LESSOR or Mortgagee requests to inspect which would normally require inspection during such major checks. LESSEE also shall permit any Person designated by LESSOR or Mortgagee in writing to: (1) visit and inspect the Aircraft, its condition, use and operation, and the records maintained in connection therewith; (2) visit and inspect the properties of LESSEE; (3) discuss, to the extent reasonable, discuss the finances and accounts of LESSEE with the principal officers of LESSEE,, all at such times and frequencies as LESSOR, or the assignee of LESSOR, may reasonably request. Notwithstanding the foregoing or any other right to inspect granted to LESSOR under this Lease, neither LESSOR nor the assignee of LESSOR shall have any duty to make any such inspection and neither LESSOR nor the assignee of LESSOR shall incur any liability or obligation by reason of not making any such inspection; (4) obtain such other financial information as LESSOR or Mortgagee may reasonably request; in . In this regard, during the Base Term, LESSEE shall deliver to LESSOR and Mortgagee annual consolidated financial statements of Airgroup prepared in accordance with generally accepted accounting principles consistently applied and audited by recognized, independent certified public accountants reasonably satisfactory to LESSOR and Mortgagee as soon as practicable and in any event within 120 days after the end of LESSEE's fiscal year, as well as quarterly unaudited financial statementsstatements of LESSEE, certified as being true, accurate and complete by the chief financial officer of LESSEE, within 60 days following the close of each of LESSEE's fiscal quarters; and (5) inspect LESSEE's Maintenance Program for the Aircraft. all at such times Aircraft and frequencies as LESSOR make copies and Mortgagee, or the assignee of LESSOR or Mortgagee, may reasonably request without interfering with LESSEE's normal business operations; neither LESSOR nor Mortgagee shall have any duty to make any such inspection and neither LESSOR nor Mortgagee shall incur any liability or obligation by reason of not making any such inspectiontake extracts thereof. LESSOR hereby agrees that if LESSOR or Mortgagee exercises any of the rights listed in clauses (1) through (5) above, it shall do so at LESSOR's sole cost and expense and in such a manner so as not to unreasonably interfere with the business and operations of LESSEE. Notwithstanding the foregoing, LESSOR and Mortgagee shall incur no liability nor be deemed to have waived any of their rights under this Lease by reason of LESSOR's or Mortgagee's failure to exercise any of its rights under this Section 9(B). (C) LESSEE shall also furnish any other information or records on the Aircraft that LESSOR or Mortgagee may reasonably request. (D) LESSOR agrees to keep confidential any information provided to it by LESSEE under the terms of this Lease; provided, however, that LESSOR shall have no obligation to keep such information confidential (i) if such information is public information at the time received by LESSOR or becomes public at the time same is disclosed by LESSOR, (ii) from LESSOR's attorneys, accountants, auditors and aircraft technical experts, and (iii) if compelled by court order or the provisions of any Law to disclose same.

Inspection Financial Information. (A) During At all reasonable times during the Term, LESSEE shall furnish but upon at least 15 days' prior notice to LESSOR the Lessee and Mortgagee such information concerning at a time and place reasonably acceptable to the locationLessee, condition, use the Lessor and operation the Indenture Trustee or their authorized representatives may at their own expense and risk conduct a visual walk-around inspection of the Aircraft as LESSOR or Mortgagee may reasonably request. LESSEE shall also furnish to LESSOR and Mortgagee copies any Engine (including a visual walk-around inspection of its reports on Forms 10-K and 10-Q promptly upon same becoming available for public distribution. (B) The right of LESSOR and Mortgagee, or their designated representatives, at LESSOR's expense, to inspect the Aircraft during any "C", "15,000 Hour" or "30,000 Hour" check or equivalent (as defined in other heavy maintenance) and may inspect the Maintenance Program), performed by or on behalf books and records of LESSEE during the Term shall be absolute. LESSEE shall also provide LESSOR and Mortgagee with maintenance schedules Lessee relating to the operation and maintenance thereof; provided that (a) such representatives shall be fully insured to the reasonable satisfaction of the Lessee by the Lessor or the Indenture Trustee with respect to any risks incurred in connection with any such inspection, (b) any such inspection shall be subject to the safety, security and workplace rules applicable at the location where such inspection is conducted and any applicable governmental rules or regulations, (c) in the case of an inspection during a maintenance visit, such inspection shall not in any respect interfere with the normal conduct of such maintenance visit or extend the time required for such maintenance visit or, in any event, at any time interfere with the use or operation of the Airframe or any Engine or with the normal conduct of the Lessee's or a permitted sublessee's business, and (d) the Lessee shall not be required to undertake or incur any additional liabilities in connection with any such inspection. All information obtained in connection with any such inspection shall be held confidential by the Lessor, the Indenture Trustee and the Owner Participant and shall not be furnished or disclosed by them to anyone other than each other, their bank examiners, auditors, accountants, agents and legal counsel and any Person with whom the Owner Participant is in good faith conducting negotiations relating to the possible transfer and sale of the Owner Participant's interest in the Trust Estate or the Aircraft, if such Person shall have entered into an agreement similar to that contained in this Section 6 whereby such Person agrees to hold such information confidential, and except as may be required by an order of any court or administrative agency or by any statute, rule, regulation or order of any governmental authority or as may be necessary to enforce the terms of this Lease, provided, however, that the Lessor or the Owner Participant may during any time it is offering the Aircraft upon the delivery for sale make customary disclosures to prospective purchasers of the Aircraft to LESSEE, and from time to time as such maintenance schedules are adjusted or updated. LESSEE further agrees to notify LESSOR and Mortgagee of any change in the date of scheduled "C," "15,000 Hour" and "30,000 Hour" checks, which notice shall be given within a reasonable time, to enable LESSOR and Mortgagee to inspect the Aircraft at the time and place such checks occur. During such checks, LESSEE agrees to allow LESSOR and Mortgagee, or their authorized representative, to inspect any area of the Aircraft which LESSOR or Mortgagee requests to inspect which would normally require inspection during such major checks. LESSEE also shall permit any Person designated by LESSOR or Mortgagee in writing to: (1) visit and inspect the Aircraft, its condition, use and operation, and the records maintained in connection therewith; (2) visit and inspect the properties of LESSEE; (3) discuss, to the extent reasonable, the finances then current flight and accounts maintenance status of LESSEE with the principal officers of LESSEE, (4) obtain such other financial information as LESSOR or Mortgagee may reasonably request; in this regard, during the Term, LESSEE shall deliver to LESSOR and Mortgagee annual financial statements prepared in accordance with generally accepted accounting principles consistently applied and audited by recognized, independent certified public accountants reasonably satisfactory to LESSOR and Mortgagee as soon as practicable and in any event within 120 days after the end of LESSEE's fiscal year, as well as quarterly unaudited financial statements, within 60 days following the close of each of LESSEE's fiscal quarters; and (5) inspect LESSEE's Maintenance Program for the Aircraft. all at such times The Lessor and frequencies as LESSOR and Mortgagee, or the assignee of LESSOR or Mortgagee, may reasonably request without interfering with LESSEE's normal business operations; neither LESSOR nor Mortgagee Indenture Trustee shall have any no duty to make any such inspection and neither LESSOR nor Mortgagee shall not incur any liability or obligation by reason of not making any such inspection. LESSOR hereby agrees that if LESSOR or Mortgagee exercises any of the rights listed in clauses (1) through (5) above, it shall do so at LESSOR's sole cost and expense and in such a manner so as not to unreasonably interfere with the business and operations of LESSEE. Notwithstanding the foregoing, LESSOR and Mortgagee shall incur no liability nor be deemed to have waived any of their rights under this Lease by reason of LESSOR's or Mortgagee's failure to exercise any of its rights under this Section 9(B). (C) LESSEE shall also furnish any other information or records on the Aircraft that LESSOR or Mortgagee may reasonably request.

Inspection Financial Information. (A) During At all reasonable times during the Term, LESSEE but upon at least 15 days' prior notice to the Lessee (unless an Event of Default shall furnish have occurred and be continuing, in which event a prior written notice of at least one (1) Business Day is required) and at a time and place reasonably acceptable to LESSOR the Lessee, the Lessor, the Owner Participant and Mortgagee the Indenture Trustee or their authorized representatives (which may include the Manufacturer) may at their own expense (unless an Event of Default shall have occurred and be continuing, in which event the Lessee shall bear such information concerning the location, condition, use expense) and operation risk conduct a visual walk-around inspection of the Aircraft as LESSOR or Mortgagee may reasonably request. LESSEE shall also furnish to LESSOR and Mortgagee copies any Engine (including a visual walk-around inspection of its reports on Forms 10-K and 10-Q promptly upon same becoming available for public distribution. (B) The right of LESSOR and Mortgagee, or their designated representatives, at LESSOR's expense, to inspect the Aircraft during any "C", "15,000 Hour" or "30,000 Hour" check or equivalent (as defined in other heavy maintenance) and may inspect the Maintenance Program), performed by or on behalf books and records of LESSEE during the Term shall be absolute. LESSEE shall also provide LESSOR and Mortgagee with maintenance schedules Lessee relating to the operation and maintenance thereof and the Lessee shall provide copies of such books and records to the Lessor and the Owner Participant or their authorized representatives at its or their reasonable request; provided that (a) such representatives shall be fully insured to the reasonable satisfaction of the Lessee by the Lessor, the Owner Participant or the Indenture Trustee with respect to any risks incurred in connection with any such inspection, (b) any such inspection shall be subject to the safety, security and workplace rules applicable at the location where such inspection is conducted and any applicable governmental rules or regulations, (c) in the case of an inspection during a maintenance visit, such inspection shall not interfere with the normal conduct of such maintenance visit or extend the time required for such maintenance visit or, in any event, at any time interfere with the use or operation of the Airframe or any Engine or with the normal conduct of the Lessee's or a permitted sublessee's business, and (d) the Lessee shall not be required to undertake or incur any additional liabilities in connection with any such inspection. All information obtained in connection with any such inspection shall be held confidential by the Lessor, the Indenture Trustee and the Owner Participant and shall not be furnished or disclosed by them to anyone other than each other, their bank examiners, auditors, accountants, agents and legal counsel and any Person with whom the Owner Participant is in good faith conducting negotiations relating to the possible transfer and sale of the Owner Participant's interest in the Trust Estate or the Aircraft, if such Person shall have entered into an agreement similar to that contained in this Section 6 whereby such Person agrees to hold such information confidential, and except as may be required by an order of any court or administrative agency or by any statute, rule, regulation or order of any governmental authority or as may be necessary to enforce the terms of this Lease, provided, however, that the Lessor or the Owner Participant may during any time it is offering the Aircraft upon the delivery for sale make customary disclosures to prospective purchasers of the Aircraft to LESSEE, and from time to time as such maintenance schedules are adjusted or updated. LESSEE further agrees to notify LESSOR and Mortgagee of any change in the date of scheduled "C," "15,000 Hour" and "30,000 Hour" checks, which notice shall be given within a reasonable time, to enable LESSOR and Mortgagee to inspect the Aircraft at the time and place such checks occur. During such checks, LESSEE agrees to allow LESSOR and Mortgagee, or their authorized representative, to inspect any area of the Aircraft which LESSOR or Mortgagee requests to inspect which would normally require inspection during such major checks. LESSEE also shall permit any Person designated by LESSOR or Mortgagee in writing to: (1) visit and inspect the Aircraft, its condition, use and operation, and the records maintained in connection therewith; (2) visit and inspect the properties of LESSEE; (3) discuss, to the extent reasonable, the finances then current flight and accounts maintenance status of LESSEE with the principal officers of LESSEE, (4) obtain such other financial information as LESSOR or Mortgagee may reasonably request; in this regard, during the Term, LESSEE shall deliver to LESSOR and Mortgagee annual financial statements prepared in accordance with generally accepted accounting principles consistently applied and audited by recognized, independent certified public accountants reasonably satisfactory to LESSOR and Mortgagee as soon as practicable and in any event within 120 days after the end of LESSEE's fiscal year, as well as quarterly unaudited financial statements, within 60 days following the close of each of LESSEE's fiscal quarters; and (5) inspect LESSEE's Maintenance Program for the Aircraft. all at such times The Lessor, the Owner Participant and frequencies as LESSOR and Mortgagee, or the assignee of LESSOR or Mortgagee, may reasonably request without interfering with LESSEE's normal business operations; neither LESSOR nor Mortgagee Indenture Trustee shall have any no duty to make any such inspection and neither LESSOR nor Mortgagee shall not incur any liability or obligation by reason of not making any such inspection. LESSOR hereby agrees that if LESSOR or Mortgagee exercises In addition to any inspection as provided hereunder, upon each request of Owner Participant to Lessee made not more than four times in a calendar year, Lessee will make available to Owner Participant information with respect to the cycles and hours of operation of the rights listed in clauses Airframe and Engines and the status of the time controlled components of the Engines. If requested by Lessor or Owner Participant, Lessee shall provide, or shall cause any Permitted Sublessee to provide, the date (1if then scheduled) through upon which the Airframe undergoes its next scheduled major check and, with respect to any Engine, the next scheduled off the Airframe maintenance, and shall advise Lessor and Owner Participant of the name and location (5if then known) above, it shall do so at LESSOR's sole cost and expense and in such a manner so as not to unreasonably interfere with of the business and operations of LESSEE. Notwithstanding the foregoing, LESSOR and Mortgagee shall incur no liability nor be deemed to have waived any of their rights under this Lease by reason of LESSOR's or Mortgagee's failure to exercise any of its rights under this Section 9(B)relevant maintenance performer. (C) LESSEE shall also furnish any other information or records on the Aircraft that LESSOR or Mortgagee may reasonably request.

Inspection Financial Information. (A) During the Base Term, in addition to the information and reports required to be provided by LESSEE to LESSOR pursuant to Section 7(G) of this Lease, LESSEE shall furnish to LESSOR and Mortgagee Lender such additional information concerning the location, condition, use and operation of the Aircraft as LESSOR or Mortgagee and/or Lender may reasonably request. LESSEE shall also furnish to LESSOR and Mortgagee copies of its reports on Forms 10-K and 10-Q promptly upon same becoming available for public distribution. (B) The right of LESSOR and MortgageeLESSOR, or their its designated representatives, at LESSOR's expense, to inspect the Aircraft during any "C", "15,000 Hour" or "30,000 HourD" check or equivalent (as defined in the Maintenance Program), performed by or on behalf of LESSEE during the Term Base Term, shall be absolute. LESSEE shall also provide LESSOR and Mortgagee with maintenance schedules relating to the Aircraft upon the delivery of the Aircraft to LESSEE, and from time to time as such maintenance schedules are adjusted or updated. LESSEE further agrees to notify provide LESSOR and Mortgagee with quarterly written projections of any change in the scheduled date of scheduled for "C," "15,000 Hour" and "30,000 HourD" checks, which notice shall be given within a reasonable time, in order to enable LESSOR and Mortgagee to inspect the Aircraft at the time and place such checks occur. During such checks, LESSEE agrees to allow LESSOR and MortgageeLESSOR, or their its authorized representative, to inspect any area of the Aircraft which LESSOR or Mortgagee requests to inspect which would normally require inspection during such major checks. LESSEE also shall permit any Person designated by LESSOR or Mortgagee in writing to: (1) visit and inspect the Aircraft, its condition, use and operation, and the records maintained in connection therewith; (2) visit and inspect the properties of LESSEE; (3) discuss, to the extent reasonable, discuss the finances and accounts of LESSEE with the principal officers of LESSEE,, all at such times and frequencies as LESSOR, or the assignee of LESSOR, may reasonably request. Notwithstanding the foregoing or any other right to inspect granted to LESSOR under this Lease, neither LESSOR nor the assignee of LESSOR shall have any duty to make any such inspection and neither LESSOR nor the assignee of LESSOR shall incur any liability or obligation by reason of not making any such inspection; (4) obtain such other financial information as LESSOR or Mortgagee Lender may reasonably request; in . In this regard, during the Base Term, LESSEE shall deliver to LESSOR and Mortgagee Lender annual consolidated financial statements of AirGroup prepared in accordance with generally accepted accounting principles consistently applied and audited by recognized, independent certified public accountants reasonably satisfactory to LESSOR and Mortgagee as soon as practicable and in any event within 120 days after the end of LESSEE's fiscal year, as well as quarterly unaudited financial statementsstatements of LESSEE, certified as being true, accurate and complete by the chief financial officer of LESSEE, within 60 days following the close of each of LESSEE's fiscal quarters; and (5) inspect LESSEE's Maintenance Program for the Aircraft. all at such times Aircraft and frequencies as LESSOR make copies and Mortgagee, or the assignee of LESSOR or Mortgagee, may reasonably request without interfering with LESSEE's normal business operations; neither LESSOR nor Mortgagee shall have any duty to make any such inspection and neither LESSOR nor Mortgagee shall incur any liability or obligation by reason of not making any such inspectiontake extracts thereof. LESSOR hereby agrees that if LESSOR or Mortgagee exercises any of the rights listed in clauses (1) through (5) above, it shall do so at LESSOR's sole cost and expense and in such a manner so as not to unreasonably interfere with the business and operations of LESSEE. Notwithstanding the foregoing, LESSOR and Mortgagee shall incur no liability nor be deemed to have waived any of their rights under this Lease by reason of LESSOR's or Mortgagee's failure to exercise any of its rights under this Section 9(B). (C) LESSEE shall also furnish any other information or records on the Aircraft that LESSOR or Mortgagee and/or Lender may reasonably request. (D) LESSOR agrees to keep confidential any information provided to it by LESSEE under the terms of this Lease; provided, however, that LESSOR shall have no obligation to keep such information confidential (i) if such information is public information at the time received by LESSOR or becomes public at the time same is disclosed by LESSOR, (ii) from LESSOR's attorneys, accountants, auditors and aircraft technical experts, and (iii) if compelled by court order or the provisions of any Law to disclose same.