Appraisals. ​ may, in its Permitted Discretion, at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to ​, for the purpose of appraising Loan Parties' assets. Absent the occurrence and continuance of an Event of Default at such time, ​ shall consult with Administrative Borrower as to the identity of any such firm. ​ shall reimburse ​ for the costs, expenses and charges incurred by ​ in respect of any such appraisal; provided that so long as no Event of Default exists, ​ shall have no obligation to pay or reimburse ​ for more than one appraisal for each category of non-Inventory assets in any calendar year.

Appraisals. The Agent shall have received appraisals of the Properties, which shall be reasonably satisfactory in form and substance to the Agent.

Appraisals. The Agent may obtain from time to time, an M.A.I. appraisal of any Property prepared in accordance with written instructions from the Agent by an independent appraiser engaged directly by or otherwise reasonably acceptable to the Agent and in form reasonably satisfactory to the Agent (including satisfaction of applicable regulatory requirements) (each, an “Appraisal”). Subject to the next succeeding sentence, the cost of any such Appraisal shall be borne by the Borrowers # if such Appraisal is the first Appraisal for a given Property in any calendar year and # in all events if # the Agent orders such Appraisal after the occurrence of an Event of Default, # there is, in the Agent’s reasonable judgment, a Material Adverse Change, # in connection with a proposed extension pursuant to [Section 2.1.5] hereof, or # at any time such Appraisal is required by applicable law or regulatory requirements, and, in each such case, such cost is due and payable by the Borrowers upon demand and shall be secured by the Loan Documents. The Borrowers’ obligation to bear the cost of Appraisals of each Property obtained pursuant to [clause (i)] and subclause (ii)(z) above shall be limited to not more than one (1) Appraisal per Property per Fiscal Year, provided that the foregoing limitation # will be suspended following the occurrence and during the continuation of any Default and # will terminate upon the occurrence of any Event of Default (it being agreed, however, that if the Agent subsequently grants a full waiver thereof and reinstates the Borrower to good standing hereunder, then the limitation will be considered reinstated on a prospective basis pending the occurrence of a further Event of Default, provided that, for the avoidance of doubt, in the event of a reinstatement following an Event of Default, any Appraisal obtained by the Agent prior to or during the continuance of such Event of Default shall not count towards the limitation).

Inventory Appraisals. ​ shall reimburse ​ for all reasonable and documented fees and out-of-pocket costs and expenses of any Inventory appraisals obtained by ​; provided, that so long as no Event of Default exists, ​ shall have no obligation to

Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Collateral of any Borrower or its Domestic Subsidiaries, inspect, audit and make extracts from any Borrower’s or such Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants, and, after and for as long as an Event of Default continues, Borrowers authorize such independent accountants to discuss such financial matters with the Agent or any authorized representative thereof, such Borrower’s or such Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them.

Collateral Field Examinations; Appraisals. [Section 5.13] of the Credit Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

Section # Appraisals 80

appraisals and insurance reviews;

Section # Borrowing Base Certificate 125Certificates; Appraisals; Field Examinations 122

If the Administrative Agent, the Collateral Agent or the Required ​ reasonably determine that they are required by any Legal Requirements to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral Agent.

Borrower agrees to reimburse Lender immediately upon demand for all fees and out-of-pocket expenses for such audits and appraisals upon the occurrence of an Event of Default which is continuing.

“RS Initial Amount” means the Appraised Value of Eligible Rolling Stock of the Borrower Parties determined as of the date of the Rolling Stock Appraisals thereof conducted on or most recently before the Second Restatement Effective Date.

Borrower will, and will cause Parent and each Subsidiary of Parent to, permit Agent and each of its duly authorized representatives or agents to conduct appraisals and valuations at such reasonable times and intervals as Agent may designate.

At any time in the Administrative Agent’s sole discretion upon the occurrence and during the continuance of a Designated Event of Default, and at such other times not more frequently than once per 12-month period to the extent either Revolving Credit Exposure is in excess of ​ at any time or Revolving Credit Exposure is in excess of ​ for five (5) consecutive Business Days, the Loan Parties will, at their expense and upon the Administrative Agent’s request, permit any Acceptable Appraiser to conduct appraisals of the Inventory at reasonable business times and upon reasonable prior notice to the Borrowers. The Loan Parties will reasonably cooperate with the Administrative Agent and such Acceptable Appraiser in the conduct of such appraisals. Such appraisals will be prepared in a form and on a basis reasonably satisfactory to the Administrative Agent, such appraisals to include, without limitation, information required by applicable law and by the internal policies of the Lenders. In addition, the Loan Parties will have the right (but not the obligation), at their expense, at any time and from time to time to provide the Administrative Agent with additional appraisals or updates thereof of any or all of the Inventory from any Acceptable Appraiser prepared in a form and on a basis reasonably satisfactory to the Administrative Agent, in which case such appraisals or updates shall be used in connection with the determination of the Net Orderly Liquidation Value and the calculation of the Borrowing Base hereunder. With respect to each appraisal made pursuant to this [Section 5.07(3)] after the Closing Date, # the Administrative Agent and the Loan Parties will each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and # any adjustments to the Net Orderly Liquidation Value or any Borrowing Base hereunder as a result of such appraisal shall be reflected in the Borrowing Base Certificate delivered immediately succeeding such appraisal. The Administrative Agent shall provide a copy of any appraisal to any Lender upon such Lender’s request.

such other documentation as Lender shall require regarding Borrower or the Subsidiary Bank, including, without limitation, opinions and certificates of Borrower’s independent certified public accountants, appraisals, reports of other independent consultants selected by Lender, and certificates of Borrower’s officers.

“RE Initial Amount” means the aggregate Appraised Value of each parcel of Eligible Real Property of the Borrower Parties determined as of the date of the Real Property Appraisals thereof conducted on or most recently before the Fifth Restatement Effective Date.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals with respect to, # any real property or # any other particular assets if and for so long as, in the case of this [clause (ii)] in the reasonable judgment of the ​ and the ​, the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance, surveys, abstracts or appraisals in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

provided that appraisals and field examinations of assets acquired in connection with a Permitted Acquisition shall not count toward the number of appraisals and field examinations specified above in this [Section 6.10(b)]. With respect to Acquired Inventory and Acquired Accounts, as long as the Administrative Agent has received reasonable prior notice of a relevant Permitted Acquisition and the Borrower Parties reasonably cooperate (and cause the Person being acquired to reasonably cooperate) with the Administrative Agent, the Administrative Agent shall use commercially reasonable efforts to complete such due diligence and a related appraisal on or prior to such Person becoming a Borrower Party or the closing date of such Permitted Acquisition.

Administrative Agent may, in its discretion, undertake, at the Loan Parties’ expense, up to # one (1) inventory appraisal and one (1) commercial finance examination in any Fiscal Year when Availability is at all times during such Fiscal Year greater than 35% of the Loan Cap, # up to two (2) inventory appraisals and two (2) commercial finance examinations in any Fiscal Year when Availability is at any time during such Fiscal Year is less than or equal to 35% of the Loan Cap but greater than 20% of the Loan Cap, and # up to three (3) inventory appraisals in any Fiscal Year when Availability is at any time during such Fiscal Year less than or equal to 20% of the Loan Cap. Notwithstanding anything to the contrary contained herein, the Administrative Agent may cause additional inventory appraisals and commercial finance examinations to be undertaken # as it in its discretion deems necessary or appropriate, at its own expense, or # at the expense of the Loan Parties, at any time required by applicable Law or if a Default shall have occurred and be continuing.”