Common use of Appraisals and Field Exams Clause in Contracts

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 benefit of the Lenders and for their purposes, and neither the Borrower nor any of its Subsidiaries shall be entitled to rely upon them.

Appraisals and Field Exams. Permit(a) Borrowers shall, at Borrowers' expense, upon the request of Lender not more than once during any twelve (12) month period so long as (i) Borrowers shall have maintained the Minimum Excess Availability and (ii) no Event of Default exists or has occurred and is continuing (A) deliver to Lender appraisals by the Appraiser of any or all of the Inventory of Borrowers, in form, scope and methodology acceptable to Lender, and cause each of its Subsidiaries including, but not limited to, a report as to permit, employees and designated representatives the Net Orderly Liquidation Value of the Retained Advisors or the Administrative Agent, in each case at the Loan Parties’ expense at reasonable times Inventory of Borrowers and (except during the continuance of an Event of DefaultB) upon reasonable notice, permit Lender to conduct appraisals its field examination of the Inventory and field examsthe other Collateral; provided, in each casethat, at such times as (1) if Borrowers fail to maintain the Administrative Agent reasonably deems necessary or appropriate (it being acknowledged that a single field examMinimum Excess Availability, appraisal or inspection may entail visits to multiple locations then upon the request of booksLender, 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 once during any three (y3) during the period from and after the Extension Effective Date to the Extended Termination Datemonths, 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 or (2) at any time while or times as Lender may request on and after an Event of Default exists or has occurred and is continuing. In , Borrowers shall, at Borrowers' expense, upon the request of Lender deliver such appraisals to Lender and permit Lender to conduct such field exams. (b) Upon Lender's request, Borrowers shall, at their expense, once in any calendar year during the Term (excluding any such reports or appraisals delivered in connection with the closing hereunder) and at any such appraisal time 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 times as Lender may request on or such Subsidiary (other than during after an Event of Default, in which case, no such consultation shall deliver or cause to be required) any properties delivered to Lender written reports 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 appraisals as to the same bytheir Real Property or Equipment, its in form, scope and their officers methodology acceptable to Lender and independent accountants (provided that by an officer of the Borrower and its Subsidiaries may attend such discussions with such accountants) and (iii) appraiser acceptable 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 benefit of the Lenders and for their purposes, and neither the Borrower nor any of its Subsidiaries shall be entitled to rely upon themLender.”

Appraisals and Field Exams. Permit, and cause each of its Subsidiaries Co-Borrower to permit, employees and designated representatives of the Retained Advisors or the Administrative AgentCo-Collateral Agents, in each case at the Loan PartiesCo-Borrowers’ 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 Co-Collateral Agents reasonably deems deem 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 PartiesCo-Borrowers); provided that during (xA) prior to the Original Termination DateFiscal Year ending December 31, 2010, the Administrative Agent Co-Collateral Agents shall not request that any appraisals of Inventory or field exams be conducted unless an Event of Default exists and is continuing or Excess Availability falls below $30,000,000 and (B) each Fiscal Year after the Fiscal Year ending December 31, 2010, the Co-Collateral Agents shall not request that more than two appraisals of Inventory and two field exams be conducted; provided further that (x) if a Compliance Period exists, the Co-Collateral Agents may request one additional appraisal of Inventory and one additional field exam be conducted and (y) during the period from if an Event of Default exists and after the Extension Effective Date to the Extended Termination Dateis continuing, the Administrative Agent shall not request that more than one appraisal none 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 continuingapply. In connection with any such appraisal or field exam, such employees and designated representatives of the Retained Advisors and the Administrative Agent Co-Collateral Agents shall be permitted (i) to visit and inspect, in consultation with officers of the Borrower or such Subsidiary Funds Administrator (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 Subsidiaryany Co-Borrower, (ii) to examine the books of account of the any Co-Borrower or such Subsidiary and discuss the affairs, finances and accounts of the any Co-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 Funds Administrator 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 Co-Collateral Agents shall have no duty to the any Co-Borrower or any of its Subsidiaries to make any inspection, or to share any results of any inspection, appraisal or report with with, the Borrower or any of its SubsidiariesCo-Borrowers. The Borrower Co-Borrowers and each of its Subsidiaries the Subsidiary Guarantors acknowledge that all inspections, appraisals and reports are prepared by the Retained Advisors and the Administrative Security Agent for the benefit of the Lenders and for their purposes, and neither the Borrower Co-Borrowers nor any of its Subsidiaries the Subsidiary Guarantors shall be entitled to rely upon them.

Appraisals and Field Exams. Permit(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 cause 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 its Subsidiaries the Borrowers and (ii) appraisals or updates thereof of their Rolling Stock from a nationally recognized appraiser, such appraisals and updates to permitinclude information required by applicable law and regulations, each such appraisal to be at the sole expense of the Borrowers. (b) Upon prior notice from the Collateral Agent or the applicable Lender, each Borrower agrees that the Collateral Agent, any Lender or their respective agents may enter upon the premises of each Borrower at any time and from time to time, for the purpose of (a) enabling the Collateral Agent’s or any Lender’s internal auditors or outside third party designees to conduct field examinations at such Borrower’s expense, (b) inspecting the Collateral, (c) inspecting and/or copying (at such Borrower’s expense) any and all records pertaining thereto, and (d) discussing the affairs, finances and business of any Borrower or with any officers, employees and designated representatives directors of any Borrower or with the independent accountant of the Retained Advisors or the Administrative AgentBorrowers. (c) The Borrowers acknowledge and agree that, in each case at the Loan Parties’ expense at reasonable times and (except during of the continuance of an Event of Default) upon reasonable noticeBorrowers, the Collateral Agent or any Lender shall have the right to conduct appraisals an independent inspection of Inventory the Certificates of Title then on hand with any appropriate Governmental Authority in order to verify the accuracy and field examscompleteness of any information contained on such Certificates of Title and compliance with this Agreement; provided, however, that if there are significant errors or discrepancies in each casethe Certificates of Title or non-compliance with this Agreement, the Collateral Agent and the Lenders shall, at the expense of the Borrowers, have the right to conduct an independent inspection of all of the Certificates of Title. The Borrowers shall deliver to the Collateral Agent (or its designees) any power of attorney or other document that may be requested by the Collateral Agent or required by such times as the Administrative Agent reasonably deems necessary or appropriate (it being acknowledged Governmental Authority in connection therewith. The Borrowers acknowledge that a single field exam, appraisal or such inspection may entail visits to multiple locations of books, records and assets be conducted by employees of the Loan Parties); provided that Collateral Agent or any third party retained by the Collateral Agent for such purposes. (xd) Upon prior to notice from the Original Termination DateRequired Lenders, 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 Borrowers agree 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 make senior officers of the Borrower or such Subsidiary (other than during an Event Borrowers available following delivery of Default, in which case, no such consultation shall be required) any properties or facilities of the Borrower or such Subsidiary, (ii) each Compliance Certificate by telephone conference to examine the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts business of any Borrower with officers and employees 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 benefit of the Lenders and for their purposes, and neither the Borrower nor any of its Subsidiaries shall be entitled to rely upon themLenders.