Appraisals and Field Exams. Permit, and cause each of its Subsidiaries to permit, employees and designated representatives of the Retained Advisors or the Administrative Agent, in each case at the Loan Parties’ expense at reasonable times and (except during the continuance of an Event of Default) upon reasonable notice, to conduct appraisals of Inventory and field exams, in each case, at such times as the Administrative Agent reasonably deems necessary or appropriate (it being acknowledged that a single field exam, appraisal or inspection may entail visits to multiple locations of books, records and assets of the Loan Parties); provided that (x) prior to the Original Termination Date, the Administrative Agent shall not request that more than two appraisals of Inventory and two field exams be conducted and (y) during the period from and after the Extension Effective Date to the Extended Termination Date, the Administrative Agent shall not request that more than one appraisal of Inventory and one field exam be conducted; provided further that the foregoing limitations shall not apply at any time while an Event of Default is continuing. In connection with any such appraisal or field exam, such employees and designated representatives of the Retained Advisors and the Administrative Agent shall be permitted (i) to visit and inspect, in consultation with officers of the Borrower or such Subsidiary (other than during an Event of Default, in which case, no such consultation shall be required) any properties or facilities of the Borrower or such Subsidiary, (ii) to examine the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided that an officer of the Borrower and its Subsidiaries may attend such discussions with such accountants) and (iii) to verify Eligible Accounts and/or Eligible Inventory (subject to reasonable requirements of confidentiality, including requirements imposed by law or contract). The Retained Advisors and the Administrative Agent shall have no duty to the Borrower or any of its Subsidiaries to make any inspection, or to share any results of any inspection, appraisal or report with the Borrower or any of its Subsidiaries. The Borrower and each of its Subsidiaries acknowledge that all inspections, appraisals and reports are prepared by the Retained Advisors and the Administrative Agent for the be...
Appraisals and Field Exams. The Arrangers shall have received and be reasonably satisfied with (i) appraisals of Inventory of the Loan Parties and (ii) field exams of the Accounts, Inventory and related data processing and other systems of the Loan Parties, in each case from appraisers reasonably satisfactory to the Arrangers.
Appraisals and Field Exams. (a) Upon the Agents’ request, upon reasonable advance notice to the Borrowers, the Borrowers and the Subsidiary Guarantors will provide the Agents with appraisals or updates thereof of their Inventory from a nationally recognized appraiser selected and engaged by the Agents (following consultation with the Borrowers), and prepared on a basis satisfactory to the Agents in its Permitted Discretion, such appraisals and updates to include, without limitation, information required by applicable law and regulations; provided, however, that if no Event of Default has occurred and is continuing, following the Closing Date, no more than one (1) such appraisal per calendar year shall be conducted at the expense of the Loan Parties; provided, however, that during any period from the date on which daily Excess Availability is less than the greater of (i) 10% of the Line Cap and (ii) $7,500,000 for five (5) or more consecutive Business Days until such time as the daily Excess Availability is equal to or exceeds the greater of (i) 10% of the Line Cap and (ii) $7,500,000 for a period of thirty (30) consecutive Business Days, the Administrative Agent may order one (1) additional inventory appraisal per calendar year at the expense of the Loan Parties (it being understood, however, that, so long as no Event of Default is continuing, no more than two (2) such appraisals per calendar year shall be conducted at the expense of the Loan Parties).
(b) Field examinations may be conducted in connection with inspections permitted under Section 5.07 and the Borrowers agree to pay the documents costs and expenses incurred in connection with such field examinations and the preparation of Reports (not to exceed the actual fees charged by a third party retained by the Agents or the internally allocated fees for each Person employed by the Agents with respect to each field examination); provided, however, that absent the occurrence and continuation of an Event of Default, no more than one (1) field examination per year shall be conducted at the expense of the Borrower; provided, further, that during any period from the date on which daily Excess Availability is less than 10% of the Line Cap for five (5) or more consecutive Business Days until such time as the daily Excess Availability is equal to or exceeds 10% of the Line Cap for a period of thirty (30) consecutive Business Days, the Administrative Agent may conduct one (1) additional field examination at the expense of the Borrowers du...
Appraisals and Field Exams. The Administrative Agent shall have received satisfactory field exams from appraisers satisfactory to the Administrative Agent.
Appraisals and Field Exams. (i) The Administrative Agent and the Arrangers shall have received and shall be reasonably satisfied with appraisals of the Inventory of each Loan Party from appraisers selected by the Administrative Agent, (ii) the Administrative Agent, or its designee, shall have conducted field examinations reasonably satisfactory to the Administrative Agent and the Arrangers of the accounts receivable, inventory and related working capital matters and financial information of each of the Loan Parties and of their related data processing and other systems.
Appraisals and Field Exams. The US Administrative Agent shall have received appraisals of the Mortgaged Property and Equipment from appraisers reasonably satisfactory to the US Administrative Agent. The Administrative Agents shall have completed their field examinations of the Borrowers books, records, Accounts, Inventory and other Collateral.
Appraisals and Field Exams. At any time that the Administrative Agent requests in its Permitted Discretion, each Loan Party will provide the Administrative Agent with appraisals (or updates thereof) of, or will allow the Administrative Agent or its designee to conduct field exams of, their Inventory and Accounts ( and to the extent required by any Lender to comply with any applicable Requirements of Law, real property, machinery, and equipment) from an appraiser or examiner selected and engaged by the Administrative Agent, such appraisals, examinations, and updates to include, without limitation, information required by any applicable Requirement of Law; provided that, unless 95
(i) an Event of Default has occurred and is continuing, (ii) such appraisal of real property is required by any applicable Requirement of Law (including, without limitation, as provided under Section 5.11(c)) or conducted in connection with a XXXX Event or (iii) such field exam or appraisal is conducted pursuant to the definition of Permitted Acquisition, the Borrower shall only reimburse the Administrative Agent for one appraisal and one field exam for each of the foregoing asset classes in any 12-month period (it being agreed and acknowledged by the Administrative Agent that the field exam undertaken after the Third Amendment Effective Date pursuant to the requirement therefor set forth on Schedule 5 to the Third Amendment shall constitute the field exam for the 12-month period ending on and from the Third Amendment Effective Date).
Appraisals and Field Exams. The Agents shall have received appraisals of Inventory and field exams from appraisers satisfactory to the Joint Collateral Agents (it being understood and agreed that the receipt of the field examination, dated as of March 17, 2009, and the appraisal, dated as of March 26, 2009, shall satisfy the condition precedent set forth in this paragraph (s)).
Appraisals and Field Exams. The Joint Collateral Agents shall have received and be reasonably satisfied with (i) appraisals of Inventory of the Loan Parties and (ii) field exams of the Accounts, Inventory and related data processing and other systems of the Loan Parties, in each case from appraisers reasonably satisfactory to the Joint Collateral Agents.
Appraisals and Field Exams. The Administrative Agent shall have received satisfactory appraisals and field examinations from appraisers and field examiners reasonably acceptable to the Administrative Agent and each Lender. Each Lender, by delivering its signature page to this Agreement and funding a Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by Administrative Agent, Required Lenders, or Lenders, as applicable, on the Closing Date.
