Delta Airlines 2006 Annual Report Download - page 144

1.12 Access.
(a) Each Credit Party shall, during normal business hours, from time to time upon five (5) Business Days’ prior notice as
frequently as the Administrative Agent reasonably determines to be appropriate (and subject to such other restrictions on inspections set forth in the Aircraft
Mortgage with respect to Aircraft and Engines or the Spare Parts Mortgage with respect to Spare Parts): (i) provide the Administrative Agent and any of its
officers, employees and agents access to its officers and employees, and with prior notice and the opportunity to be present, advisors of each Credit Party, (ii)
permit the Administrative Agent, and any of its officers, employees and agents, to inspect, audit and make extracts from any Credit Party’s Books and
Records (subject to requirements under any confidentiality agreements, if applicable) , and (iii) permit the Administrative Agent, and any of its officers,
employees and agents, to have access to properties, facilities and to the Collateral and to inspect, audit, review, evaluate, conduct field examinations and make
test verifications and counts of the Accounts, Inventory and other Collateral of any Credit Party; provided, that so long as no Event of Default has occurred
and is continuing, such access and inspections shall not be permitted more frequently than (A) once in any calendar quarter with respect to any Collateral of
the type described in clauses (d)through (m)of the definition of “Term A Borrowing Base,” (B) twice every calendar year with respect to any Collateral of the
type described in clauses (a)through (c)of the definition of “Term A Borrowing Base,” and (C) as set forth in the other applicable Collateral Documents.
Representatives of other Lenders may accompany the Administrative Agent’s representatives on regularly scheduled audits at no charge to Borrower. Each
Credit Party shall make available to the Administrative Agent and its counsel reasonably promptly originals or copies of all Books and Records (subject to
requirements under any confidentiality agreements, if applicable) that the Administrative Agent may reasonably request. Each Credit Party shall deliver any
document or instrument necessary for the Administrative Agent, as it may from time to time request, to obtain records from any service bureau or other
Person that maintains records for such Credit Party and shall maintain supporting documentation on media, including computer tapes and discs owned by such
Credit Party. The Administrative Agent will give Lenders at least five (5) days’ prior written notice of regularly scheduled audits.
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