Common use of Inspection Rights and Appraisals Clause in Contracts

Inspection Rights and Appraisals. (i) Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent at any time and from time to time during normal business hours, at the expense of the Borrower; provided, that, unless an Event of Default has occurred and is continuing, the costs of not more than four (4) such visits and related inspections during any Fiscal Year shall be paid by the Borrower, to examine and make copies of and abstracts from its records and books of account, to visit and inspect its properties, to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments and, if requested by any Agent based upon the results of any such Phase I Environmental Site Assessment, a Phase II Environmental Site Assessment) or examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives. In furtherance of the foregoing, each Loan Party hereby authorizes its independent accountants, and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person (independently or together with representatives of such Person) with the agents and representatives of any Agent in accordance with this Section 7.01(f). (ii) Upon request of the Administrative Agent, promptly deliver to the Agents an Inventory and Accounts Receivable appraisal prepared by a nationally recognized appraiser reasonably acceptable to the Administrative Agent; provided that so long as no Event of Default is continuing, the Loan Parties shall not be responsible for more than 2 Inventory appraisals in any Fiscal Year (one of which may be a desktop appraisal but must alternate between desktop appraisals and physical appraisals).

Inspection Rights and Appraisals. Meetings with the Administrative Agent. (ia) Permit, and cause each of Permit the Administrative Agent or its Subsidiaries to permit, the agents and designees or representatives of any Agent at any time and from time to time during time, subject to reasonable notice and normal business hourshours (except, at the expense of the Borrower; providedin each case, that, unless an when a Default or Event of Default has occurred and is continuing, the costs of not more than four (4) such visits and related inspections during any Fiscal Year shall be paid by the Borrowerexists), to conduct Field Exams and/or appraisals of Inventory and to examine its corporate, financial and operating records, and make copies of and thereof or abstracts from its records and books of accounttherefrom, to visit and inspect its properties, to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments and, if requested by any Agent based upon the results of any such Phase I Environmental Site Assessment, a Phase II Environmental Site Assessment) or examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives. In furtherance of the foregoing, each Loan Party hereby authorizes its independent accountants, officers and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person (independently or together with representatives of such Person) with the agents and representatives of any Agent in accordance with this Section 7.01(f). (ii) Upon request of the Administrative Agent, promptly deliver to the Agents an Inventory and Accounts Receivable appraisal prepared by a nationally recognized appraiser reasonably acceptable to the Administrative AgentAuditors; provided that so long as no Event representatives of Default is continuingthe Borrower Agent shall be given the opportunity to participate in any discussions with the Auditors. The 140 [Matrix] Credit Agreement #85638137 Administrative Agent shall not have any duty to any Loan Party to share any results of any Field Exam with any Loan Party. Appraisals may be shared with the Borrower Agent upon request. The Loan Parties acknowledge that all Field Exams, appraisals and reports are prepared by or for the Administrative Agent and Lenders for their purposes, and Loan Parties shall not be responsible entitled to rely upon them. (b) Reimburse the Administrative Agent for more than 2 Inventory all reasonable and documented out-of-pocket charges, costs and expenses of the Administrative Agent in connection with (i) up to one appraisal and one Field Exams during any twelve (12) month period during which no Field Exam Trigger Event has occurred and (ii) up to two appraisals and two Field Exams in any Fiscal Year twelve (one 12) month period during which a Field Exam Trigger Event has occurred; provided, however, that if a Field Exam or appraisal is initiated during a Default or an Event of Default, all charges, costs and expenses therefor shall be reimbursed by the Loan Parties without regard to such limits. (c) Without limiting the foregoing, participate and will cause their key management personnel to participate in meetings with the Administrative Agent and Lenders periodically during each year, which meetings shall be held at such times and such places as may be a desktop appraisal but must alternate between desktop appraisals and physical appraisals)reasonably requested by the Administrative Agent.

Inspection Rights and Appraisals. Meetings with the Administrative Agent. (ia) Permit, and cause each of Permit the Administrative Agent or its Subsidiaries to permit, the agents and designees or representatives of any Agent at any time and from time to time during time, subject to reasonable notice and normal business hourshours (except, at the expense of the Borrower; providedin each case, that, unless an when a Default or Event of Default has occurred and is continuing, the costs of not more than four (4) such visits and related inspections during any Fiscal Year shall be paid by the Borrowerexists), to conduct Field Exams, and/or appraisals of Inventory and to examine its corporate, financial and operating records, and make copies of and thereof or abstracts from its records and books of accounttherefrom, to visit and inspect its properties, to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments and, if requested by any Agent based upon the results of any such Phase I Environmental Site Assessment, a Phase II Environmental Site Assessment) or examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives. In furtherance of the foregoing, each Loan Party hereby authorizes its independent accountants, officers and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person (independently or together with representatives of such Person) with the agents and representatives of any Agent in accordance with this Section 7.01(f). (ii) Upon request of the Administrative Agent, promptly deliver to the Agents an Inventory and Accounts Receivable appraisal prepared by a nationally recognized appraiser reasonably acceptable to the Administrative AgentAuditors; provided that so long as no Event representatives of Default is continuingthe Borrower Agent shall be given the opportunity to participate in any discussions with the Auditors. The Administrative Agent shall not have any duty to any Loan Party to share any results of any Field Exam with any Loan Party. Appraisals shall be shared with the Borrower Agent upon request. The Loan Parties acknowledge that all Field Exams, appraisals and reports are prepared by or for the Administrative Agent and Lenders for their purposes, and Loan Parties shall not be responsible entitled to rely upon them. (b) Reimburse the Administrative Agent for more than 2 all reasonable and documented out-of-pocket charges, costs and expenses of the Administrative Agent in connection with (i) one Field Exam and one appraisal of Inventory during any twelve (12) month period during which no Increased Collateral Monitoring Period has arisen, and (ii) up to two Field Exams and two appraisals of Inventory in any Fiscal Year twelve (one 12) month period during which an Increased Collateral Monitoring Period has arisen (it being understood and agreed that any such Field Exam or appraisal initiated during an Increased Collateral Monitoring Period shall be permitted under this clause (ii) even if completed after the end of such Increased Collateral Monitoring Period); provided, that, following the occurrence and during the continuance of any Event of Default, all charges, costs and expenses therefor shall be reimbursed by the Loan Parties without regard to such limits (so long as such Field Exam or appraisal was commenced while such Event of Default existed). (c) Without limiting the foregoing, participate and will cause their key management personnel to participate in meetings with the Administrative Agent and Lenders periodically during each year, which meetings shall be held at such times and such places as may be a desktop appraisal but must alternate between desktop reasonably requested by the Administrative Agent. 142 (d) To the extent received by any Loan Party or any of their Subsidiaries, provide the Administrative Agent with copies of any appraisals and physical appraisals)conducted by or on behalf of the Term Loan Agent pursuant to the Term Loan Agreement, in each case, solely to the extent such Loan Party or such Subsidiary is not restricted from providing any such copy to the Administrative Agent.

Inspection Rights and Appraisals. Meetings with the Administrative Agent. (ia) Permit, and cause each of Permit the Administrative Agent or its Subsidiaries to permit, the agents and designees or representatives of any Agent at any time and from time to time during time, subject to reasonable notice and normal business hourshours (except, at the expense of the Borrower; providedin each case, that, unless an when a Default or Event of Default has occurred and is continuing, the costs of not more than four (4) such visits and related inspections during any Fiscal Year shall be paid by the Borrowerexists), to conduct Field Exams, and/or appraisals of Inventory and to examine its corporate, financial and operating records, and make copies of and thereof or abstracts from its records and books of accounttherefrom, to visit and inspect its properties, to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments and, if requested by any Agent based upon the results of any such Phase I Environmental Site Assessment, a Phase II Environmental Site Assessment) or examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives. In furtherance of the foregoing, each Loan Party hereby authorizes its independent accountants, officers and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person (independently or together with representatives of such Person) with the agents and representatives of any Agent in accordance with this Section 7.01(f). (ii) Upon request of the Administrative Agent, promptly deliver to the Agents an Inventory and Accounts Receivable appraisal prepared by a nationally recognized appraiser reasonably acceptable to the Administrative AgentAuditors; provided that so long as no Event representatives of Default is continuingthe Borrower Agent shall be given the opportunity to participate in any discussions with the Auditors. The Administrative Agent shall not have any duty to any Loan Party to share any results of any Field Exam with any Loan Party. Appraisals shall be shared with the Borrower Agent upon request. The Loan Parties acknowledge that all Field Exams, appraisals and reports are prepared by or for the Administrative Agent and Lenders for their purposes, and Loan Parties shall not be responsible entitled to rely upon them. (b) Reimburse the Administrative Agent for more than 2 all reasonable and documented out-of-pocket charges, costs and expenses of the Administrative Agent in connection with (i) one Field Exam and one appraisal of Inventory during any twelve (12) month period during which no Increased Collateral Monitoring Period has arisen, and (ii) up to two Field Exams and two appraisals of Inventory in any Fiscal Year twelve (one 12) month period during which an Increased Collateral Monitoring Period has arisen (it being understood and agreed that any such Field Exam or appraisal initiated during an Increased Collateral Monitoring Period shall be permitted under this clause (ii) even if completed after the end of such Increased Collateral Monitoring Period); provided, that, following the occurrence and during the continuance of any Event of Default, all charges, costs and expenses therefor shall be reimbursed by the Loan Parties without regard to such limits (so long as such Field Exam or appraisal was commenced while such Event of Default existed). (c) Without limiting the foregoing, participate and will cause their key management personnel to participate in meetings with the Administrative Agent and Lenders periodically during each year, which meetings shall be held at such times and such places as may be a desktop appraisal but must alternate between desktop reasonably requested by the Administrative Agent. (d) To the extent received by any Loan Party or any of their Subsidiaries, provide the Administrative Agent with copies of any appraisals and physical appraisals)conducted by or on behalf of the Term Loan Agent pursuant to the Term Loan Agreement, in each case, solely to the extent such Loan Party or such Subsidiary is not restricted from providing any such copy to the Administrative Agent.

Inspection Rights and Appraisals. Meetings with the Administrative Agent. (ia) Permit, and cause each of Permit the Administrative Agent or its Subsidiaries to permit, the agents and designees or representatives of any Agent at any time and from time to time during time, subject to reasonable notice and normal business hourshours (except, at the expense of the Borrower; providedin each case, that, unless an when a Default or Event of Default has occurred and is continuing, the costs of not more than four (4) such visits and related inspections during any Fiscal Year shall be paid by the Borrowerexists), to conduct Field Exams and/or appraisals of Inventory and to examine its corporate, financial and operating records, and make copies of and thereof or abstracts from its records and books of accounttherefrom, to visit and inspect its properties, to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments and, if requested by any Agent based upon the results of any such Phase I Environmental Site Assessment, a Phase II Environmental Site Assessment) or examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives. In furtherance of the foregoing, each Loan Party hereby authorizes its independent accountants, officers and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person (independently or together with representatives of such Person) with the agents and representatives of any Agent in accordance with this Section 7.01(f). (ii) Upon request of the Administrative Agent, promptly deliver to the Agents an Inventory and Accounts Receivable appraisal prepared by a nationally recognized appraiser reasonably acceptable to the Administrative AgentAuditors; provided that so long as no Event representatives of Default is continuingthe Borrower Agent shall be given the opportunity to participate in any discussions with the Auditors. The 139 [Matrix] Credit Agreement #85638137 Administrative Agent shall not have any duty to any Loan Party to share any results of any Field Exam with any Loan Party. Appraisals may be shared with the Borrower Agent upon request. The Loan Parties acknowledge that all Field Exams, appraisals and reports are prepared by or for the Administrative Agent and Lenders for their purposes, and Loan Parties shall not be responsible entitled to rely upon them. (b) Reimburse the Administrative Agent for more than 2 Inventory all reasonable and documented out-of-pocket charges, costs and expenses of the Administrative Agent in connection with (i) up to one appraisal and one Field Exams during any twelve (12) month period during which no Field Exam Trigger Event has occurred and (ii) up to two appraisals and two Field Exams in any Fiscal Year twelve (one 12) month period during which a Field Exam Trigger Event has occurred; provided, however, that if a Field Exam or appraisal is initiated during a Default or an Event of Default, all charges, costs and expenses therefor shall be reimbursed by the Loan Parties without regard to such limits. (c) Without limiting the foregoing, participate and will cause their key management personnel to participate in meetings with the Administrative Agent and Lenders periodically during each year, which meetings shall be held at such times and such places as may be a desktop appraisal but must alternate between desktop appraisals and physical appraisals)reasonably requested by the Administrative Agent.

Inspection Rights and Appraisals. Meetings with the Administrative Agent. (a) Subject to Section 7.10(b), permit the Administrative Agent or its designees or representatives from time to time, subject to reasonable notice and normal business hours (except, in each case, when a Default or Event of Default exists), to conduct Field Exams and/or appraisals of Aircraft Parts and to examine its corporate, financial and operating records, and make copies thereof or abstracts (b) Reimburse the Administrative Agent for all reasonable and documented out-of-pocket charges, costs and expenses of the Administrative Agent in connection with (i) Permitup to one appraisal of parts inventory and Field Exam during any twelve (12) month period during which no Reporting Trigger Period has arisen (ii) up to one additional Field Exam in any twelve (12) month period during which Adjusted Excess Availability is less than the greater of (i) $24,000,000 and (ii) 15.0% of the Maximum Borrowing Amount for five (5) consecutive Business Days, and cause each (ii) up to one additional appraisal of its Subsidiaries to permit, the agents and representatives of parts inventory in any Agent at any time and from time to time twelve (12) month period during normal business hours, at the expense of the Borrowerwhich a Reporting Trigger Period has arisen; provided, thathowever, unless that if a Field Exam or appraisal is initiated during a Default or Event of Default,(x) all reasonable and documented out-of-pocket charges, costs and expenses therefor shall be reimbursed by the Loan Parties without regard to such limits and (y) there shall be no limitation on the number or frequency of such Field Exams or appraisals of parts inventory. In addition, during the continuance of an Event of Default has occurred and is continuingDefault, in the Administrative Agent’s discretion, the costs Administrative Agent may request appraisals of not more than four (4) Aircraft and Rolling Stock without limitation on the number or frequency of such visits and related inspections during any Fiscal Year appraisals, all of which shall be paid by at the Borrower, to examine and make copies of and abstracts from its records and books of account, to visit and inspect its properties, to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments and, if requested by any Agent based upon the results of any such Phase I Environmental Site Assessment, a Phase II Environmental Site AssessmentCompany’s expense. (c) or examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives. In furtherance of Without limiting the foregoing, each Loan Party hereby authorizes its independent accountants, participate and the independent accountants of each of its Subsidiaries, will cause their key management personnel to discuss the affairs, finances and accounts of such Person (independently participate in telephonic or together with representatives of such Person) other meetings with the agents Administrative Agent and representatives of any Agent in accordance with this Section 7.01(f). (ii) Upon request of Lenders periodically during each year, which meetings shall be held at such times and such places as may be reasonably requested by the Administrative Agent, promptly deliver to the Agents an Inventory and Accounts Receivable appraisal prepared by a nationally recognized appraiser reasonably acceptable to the Administrative Agent; provided that so long as no Event of Default is continuing, the Loan Parties shall not be responsible for more than 2 Inventory appraisals in any Fiscal Year (one of which may be a desktop appraisal but must alternate between desktop appraisals and physical appraisals).