Appraisal. The Mortgage File contains either # an appraisal of the related Mortgaged Property signed prior to the approval of the Mortgage Loan application by a qualified appraiser, duly appointed by [[Organization C:Organization]], who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae, Freddie Mac or FHA and Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated or # a property inspection waiver.

Vessel Appraisal. On or before February 15, 2019, Administrative Borrower and the other Loan Parties hereby covenant and agree to deliver to the Administrative Agent and Collateral Agent (and their respective agents, representatives and consultants) Vessel Appraisals of the ABL Priority Collateral Vessels.

Appraisal(s). The Administrative Agent shall have received an appraisal of the Borrowers’ Inventory from one or more firms satisfactory to the Administrative Agent, which appraisal shall be satisfactory to the Administrative Agent in its sole discretion.

Each party represents and warrants to the other party that the information provided by such party to American Appraisal Company, Inc. in connection with its assessment of the remaining useful life and fair value of the Facility as of December 31, 2008 was true and accurate. ​ agrees that if reassessment of the remaining useful life and fair value of the Facility is reasonably required on future occasions, ​ will reasonably cooperate with HECO, at HECO’s sole cost and expense, in performing or obtaining such reassessment.

No Exercise of Appraisal Rights. Such Stockholder forever waives and agrees not to exercise any appraisal rights or dissenters’ rights, including pursuant to [Section 262] of the DGCL, in respect of such Stockholder’s Subject Shares that may arise in connection with the Offer or the Merger.

“Current Appraisal” means, at any time, the then most recent Inventory appraisal report received by the Administrative Agent in accordance with this Agreement. As of the Closing Date, the final Inventory appraisal report (including the supplements thereto) that is referred to in the definition of “Initial ABL Inventory Appraisal” constitutes the Current Appraisal.

No Exercise of Appraisal Rights; Actions. To the extent a Shareholder is found to have a right to demand appraisal of any of its Subject Shares or a right to dissent from the transactions contemplated by the Purchase Agreement (collectively, “Appraisal Rights”), such Shareholder # waives and agrees not to exercise any such Appraisal Rights (including, without limitation, under Section 607.1302 of the Florida Business Corporation Act); # agrees not to commence, participate in or voluntarily aid in any way any claim or proceeding to seek (or file any petition related to) Appraisal Rights in connection with the transactions contemplated by the Purchase Agreement; and # agrees not to commence or join in, and agrees to take all actions necessary to opt out of, any class in any class action with respect to any claim, derivative or otherwise, against Buyer or any of its successors # challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or # alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Purchase Agreement or the transactions contemplated thereby. Notwithstanding the foregoing, nothing in this Section 4.2 shall constitute, or be deemed to constitute, a waiver or release by the Shareholder of any claim or cause of action against Buyer to the extent arising out of a breach of this Agreement by Buyer.

Continuous improvement and Directors' appraisal

Credit appraisal by the Lenders

an Acceptable Appraisal of such Parts and Tools Inventory has not been completed with respect to any Parts and Tools Inventory of a category that has not previously been subject to an Acceptable Appraisal,