Field Auditor definition

Field Auditor means the Administrative Agent or its Affiliates, appraisers or other advisors who may be retained by the Administrative Agent to conduct a Field Audit.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Field Auditor means the Agents or their respective Affiliates, appraisers or other advisors who may be retained by the Agents with the approval of the Borrower (not to be unreasonably withheld or delayed, it being understood that each Agent (and each of the employees and officers thereof selected by such Agent to act as such) is hereby approved by the Borrower as a Field Auditor) to conduct a Field Audit.

Field Auditor means Ernst & Young or any other appraisers or other advisors who may be retained by the Administrative Agent and reasonably acceptable to the Borrower to conduct a Field Audit.

Examples of Field Auditor in a sentence

• The Borrower shall be responsible for all reasonable out-of-pocket costs and expenses actually incurred by the Field Auditor in connection with any Field Audit for which reasonably detailed invoices have been presented to the Borrower.

• In addition, on such additional dates as the Borrower may reasonably request from time to time, the Administrative Agent shall cooperate with the Borrower to cause the Field Auditor to provide a Field Audit to the Administrative Agent that establishes the Certified Value of the Pledged Accounts.

• The Parent, Heat Holdings II and the Borrower shall cooperate with such Field Auditor and shall provide such reasonable assistance as such Field Auditor or the Administrative Agent may request.

• All reasonable fees and expenses of the Field Auditor shall be for the account of the Borrower and shall be timely paid.

• In addition to the foregoing requirements, if at any time the Agent reasonably believes that a Collateral Event has occurred, it may request the delivery of an updated Appraisal Report or Collateral Report, as applicable, with respect to the affected Collateral, and the Borrower and the Guarantors shall cooperate with the Appraiser or Field Auditor, as applicable, to ensure that the Agent receives the same.

• Section 1.1 of the Credit Agreement is hereby amended by: (i) Adding the following definitions in alphabetical order: "Field Auditor" shall have the meaning ascribed thereto in Section 5.14(a).

• In addition, on such additional dates as the Borrower may reasonably request from time to time, the Administrative Agent shall cooperate with the Borrower to cause the Field Auditor to provide a Field Audit to the Administrative Agent that establishes the Certified Value of the Pledged Receivables.

• The Audit Manager will review the working papers and provide and document any review comments and request that the Field Auditor provide clarification.

• Your Store Manager, District Manager, Field Auditor, and Loss Prevention Representative regularly perform complete or partial audits.

• The Borrower unconditionally agrees to pay or reimburse and hold the Administrative Agent, its counsel, and the Banks harmless against all expenses, disbursements, and claims for payment of fees and expenses of the Inventory Appraiser and Field Auditor, which fees and expenses shall be reimbursable expenses in accordance with Sections 9.5 and 10.3 of the Credit Agreement.

More Definitions of Field Auditor

Field Auditor means an appraiser from any of Deloitte, Ernst & Young, KPMG or PricewaterhouseCoopers or other advisors who may be retained by the Borrower and reasonably satisfactory to the Administrative Agent, acting at the direction of the Required Lenders, to conduct a Field Audit.

Field Auditor means the Administrative Agent or its Affiliates, appraisers or other advisors who may be retained by the Administrative Agent to conduct a Field Audit. “Fifth-Freedom Rights” shall mean the operational right to enplane passenger traffic and cargo in a foreign country and deplane it in another foreign country. “First Lien Administrative Agent” shall mean the “Administrative Agent” under and as defined in the First Lien Credit Agreement. “First Lien Collateral Agent” shall mean the “Collateral Agent” under and as defined in the First Lien Credit Agreement. “First Lien Credit Agreement” shall mean that certain First Lien Revolving Credit and Guaranty Agreement (as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time), dated as of April 30, 2007, among the Borrower, the Guarantors, the lenders party thereto, JPMCB, as administrative agent and collateral agent, and the other parties thereto. “First ▇▇▇▇ ▇▇ Exposure” shall mean the “LC Exposure” as such term is defined in the First Lien Credit Agreement. “First Lien Lender” shall mean the “Lenders” as such term is defined in the First Lien Credit Agreement. “First Lien Loan Documents” shall mean the “Loan Documents” as such term is defined in the First Lien Credit Agreement. “First Lien Loans” shall mean the “Loans” as such term is defined in the First Lien Credit Agreement. “First Lien Obligations” shall mean the sum of (i) the aggregate outstanding principal amount of the First Lien Loans plus (ii) the First ▇▇▇▇ ▇▇ Exposure (other than LC Exposure which has been Cash Collateralized (as defined in the First Lien Credit Agreement)) plus (iii) the Swap Termination Value of all Designated Hedging Agreements to the extent secured as permitted by Section 6.01(f). “First Priority Obligations” shall have the meaning set forth in the Intercreditor Agreement. “Fixed Charge Coverage Ratio” shall mean, at any date for which such ratio is to be determined, the ratio of EBITDAR for the Rolling Twelve Month period ended on such date to the sum of the following for such period: (a) Interest Expense, plus (b) the aggregate cash aircraft rental expense of the Borrower and its Subsidiaries on a consolidated basis for such period payable in cash in respect of any aircraft leases (other than Capitalized Leases), all as determined in accordance with GAAP. “Flight Simulators” shall mean the flight simulators and flight training devices of the Borrower or any applicable Guara...