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. 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. (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).
Appraisals and Field Exams. (a) Upon the Majority Agents’ request, upon reasonable advance notice to the Borrower, the Borrower and the Subsidiary Guarantors will provide the Administrative Agent and the Co-Collateral Agents with appraisals or updates thereof of their Inventory from a nationally recognized appraiser selected and engaged by the Majority Agents (following consultation with the Borrower), and prepared on a basis satisfactory to the Majority Agents, 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, if on any date during any year the sum of (A) aggregate outstanding principal amount of the Loans plus (B) the aggregate amount of LC Exposure exceeds 75% of the aggregate Commitments in effect at such time for more than five (5) consecutive Business Days, one (1) additional inventory appraisal may be conducted at the expense of the Loan Parties during the twelve (12)-month period immediately succeeding such date (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).
Appraisals and Field Exams. (a) At any time the Collateral Agent or the Required Lenders request, the Borrowers and their respective Subsidiaries will provide (i) the Collateral Agent with appraisals or updates thereof of their real property from an appraiser selected and engaged by the Collateral Agent, and prepared on a basis satisfactory to the Collateral Agent, such appraisals and updates to include information required by applicable law and regulations, each such appraisal to be at the sole expense of the Borrowers and (ii) appraisals or updates thereof of their Rolling Stock from a nationally recognized appraiser, such appraisals and updates to include information required by applicable law and regulations, each such appraisal to be at the sole expense of the Borrowers.
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 Collateral Agent shall have received appraisals of the Inventory, equipment and real property of the Loan Parties and field exams of the Accounts, Inventory, data processing and other systems, and related working capital matters of the Loan Parties, in each case from appraisers reasonably satisfactory to the Collateral Agent (it being understood and agreed that the receipt of the field examination, dated as of September 22, 2009, and the appraisals, dated as of November 1, 2009, shall satisfy the condition precedent set forth in this paragraph (v)). The appraisals shall (A) comply with the appraisal standards set forth in the Financial Institutions Reform Recovery and Enforcement Act of 1989 and the regulations promulgated and the rulings issued thereunder, in each case, (B) be prepared in accordance with the Uniform Standards of Professional Appraisal Practice as promulgated by The Appraisal Foundation and the Standards of Professional Appraisal Practice and Code of Ethics of the Appraisal Institute and (C) shall otherwise be in form and content (including, without limitation, as to date) reasonably satisfactory to the Collateral Agent and each other Lender Party.
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.
