Common use of Intellectual Property Appraisals Clause in Contracts

Intellectual Property Appraisals. Upon reasonable prior notice and at any mutually agreeable reasonable time during normal business hours and from time to time, permit the Collateral Agent and/or any representatives designated by the Collateral Agent (including any consultants, accountants and lawyers retained by the Collateral Agent) to visit the properties of the Loan Parties to conduct periodic Intellectual Property appraisals at the Borrower’s expense; provided, however, (A) subject to clauses (B) and (C) below, only one such appraisal shall be permitted at the Borrower’s expense in any twelve month period; (B) in the event that Excess Availability is less than the greater of (x) fifteen percent (15.0%) of the Borrowing Base (calculated without giving effect to the Term Pushdown Reserve) and (y) $45,000,000, in any such case for five (5) consecutive Business Days in any twelve month period, two such Intellectual Property appraisals shall be permitted at the Borrower’s expense in such twelve month period; (C) notwithstanding the limitations set forth in the foregoing clauses (A) and (B), (1) additional Intellectual Property appraisals shall be permitted at the Borrower’s expense if a Specifiedan Event of Default has occurred and is continuing, at the sole discretion of the Collateral Agent, and (2) one additional Intellectual Property appraisal in any twelve month period shall be permitted at the Lender Parties’ expense as the Collateral Agent in its reasonable discretion deems necessary or appropriate; and (D) in no event shall the Collateral Agent and/or any representatives designated by the Collateral Agent (including any consultants, accountants and lawyers retained by the Collateral Agent) conduct Intellectual Property appraisals in respect of JV IP or Bonobos IP.

Intellectual Property Appraisals. Upon reasonable prior notice and at any mutually agreeable reasonable time during normal business hours and from time to time, permit the Collateral Agent and/or any representatives designated by the Collateral Agent (including any consultants, accountants and lawyers retained by the Collateral Agent) to visit the properties of the Loan Parties to conduct periodic Intellectual Property appraisals at the Borrower’s expense; provided, however, (A) subject to clauses (B) and (C) below, only one such appraisal shall be permitted at the Borrower’s expense in any twelve month period; (B) in the event that Excess Availability is less than the greater of (x) fifteen percent (15.0%) of the Borrowing Base (calculated without giving effect to the Term Pushdown Reserve) and (y) $45,000,000, in any such case for five (5) consecutive Business Days in any twelve month period, two such Intellectual Property appraisals shall be permitted at the Borrower’s expense in such twelve month period;; and (C) notwithstanding the limitations set forth in the foregoing clauses (A) and (B), (1) additional Intellectual Property appraisals shall be permitted at the Borrower’s expense if a Specifiedan Specified Event of Default has occurred and is continuing, at the sole discretion of the Collateral Agent, and (2) one additional Intellectual Property appraisal in any twelve month period shall be permitted at the Lender Parties’ expense as the Collateral Agent in its reasonable discretion deems necessary or appropriate. ; andand Notwithstanding the foregoing, so long as (x) no Event of Default has occurred and is continuing and (y) the Term Administrative Agent and/or the Borrower furnish to the Collateral Agent copies (in the case of the Borrower, in the form received by the Borrower) of any Intellectual Property appraisals conducted by the Term Administrative Agent or its designated representatives in accordance with the Term Credit Agreement, together with any backup material reasonably requested by the Collateral Agent, the Collateral Agent and the Lender Parties shall rely on such Intellectual Property appraisals conducted by the Term Administrative Agent or its designated representatives in lieu of conducting independent Intellectual Property appraisals pursuant to the terms of this Section 5.01(f)(iii). (D) in no event shall the Collateral Agent and/or any representatives designated by the Collateral Agent (including any consultants, accountants and lawyers retained by the Collateral Agent) conduct Intellectual Property appraisals in respect of JV IP or Bonobos IP.

Intellectual Property Appraisals. Upon reasonable prior notice and at any mutually agreeable reasonable time during normal business hours and from time to time, permit the Collateral Agent and/or any representatives designated by the Collateral Agent (including any consultants, accountants and lawyers retained by the Collateral Agent) to visit the properties of the Loan Parties to conduct periodic Intellectual Property appraisals at the Borrower’s expense; provided, however, (A) subject to clauses (B) and (C) below, only one such appraisal shall be permitted at the Borrower’s expense in any twelve month period; (B) in the event that Excess Availability is less than the greater of (x) fifteen twenty-fivefifteen percent (15.025.015.0%) of the Borrowing Base (calculated without giving effect to the Term Pushdown Reserve) and (y) $45,000,00050,000,00045,000,000 , in any such case for five threefive (535) consecutive Business Days in any twelve month period, two such Intellectual Property appraisals shall be permitted at the Borrower’s expense in such twelve month period;; and (C) notwithstanding the limitations set forth in the foregoing clauses (A) and (B), (1) additional Intellectual Property appraisals shall be permitted (x) at the Borrower’s expense if a Specifiedan Specified Event of Default has occurred and is continuing, at the sole discretion of the Collateral Agent, and ▇▇▇▇▇ (2y2) one additional Intellectual Property appraisal in any twelve month period shall be permitted at the Lender Parties’ expense as the Collateral Agent in its reasonable discretion deems necessary or appropriate; and . Notwithstanding the foregoing, so long as (Dx) in no event shall Event of Default has occurred and is continuing and (y) the Term Administrative Agent and/or the Borrower furnish to the Collateral Agent and/or any representatives designated copies (in the case of the Borrower, in the form received by the Collateral Borrower) of any Intellectual Property appraisals conducted by the Term Administrative Agent (including or its designated representatives in accordance with the Term Credit Agreement, together with any consultants, accountants and lawyers retained backup material reasonably requested by the Collateral Agent) conduct , the Collateral Agent and the Lender Parties shall rely on such Intellectual Property appraisals conducted by the Term Administrative Agent or its designated representatives in respect lieu of JV IP or Bonobos IPconducting independent Intellectual Property appraisals pursuant to the terms of this Section 5.01(f)(iii).

Intellectual Property Appraisals. Upon reasonable prior notice and at any mutually agreeable reasonable time during normal business hours and from time to time, permit the Collateral Agent and/or any representatives designated by the Collateral Agent (including any consultants, accountants and lawyers retained by the Collateral Agent) to visit the properties of the Loan Parties to conduct periodic Intellectual Property appraisals at the Borrower’s expenseexpense (which permitted Intellectual Property appraisals may be conducted by the Collateral Agent in its sole discretion and shall be conducted by the Collateral Agent upon the request the Required Lenders); provided, however, , (A) subject to clauses (B) and (C) below, only one such appraisal shall be permitted at the Borrower’s expense in any twelve month period; ; (B) in the event that ABL Excess Availability is less than the greater of (x) fifteen twenty-fivefifteen percent (15.025.015%) of the ABL Borrowing Base (calculated without giving effect to the Term Pushdown Reserve) and (y) $45,000,00050,000,00045,000,000 , in any such case for five threefive (535) consecutive Business Days in any twelve month period, two such Intellectual Property appraisals shall be permitted at the Borrower’s expense in such twelve month period; ; and (C) notwithstanding the limitations set forth in the foregoing clauses clauseclauses (A) ), and (B), (1x) additional Intellectual Property appraisals shall be permitted (x) at the Borrower’s expense if a Specifiedan Specified Event of Default has occurred and is continuing, at the sole discretion of the anythe Collateral Agent, and ▇▇▇▇▇ (2y) one additional Intellectual Property appraisal in any twelve month period shall be permitted at the Lender PartiesLenders’ expense as the anythe Collateral Agent or the Required Lenders in its or their reasonable discretion deems necessary or appropriate; and (D. The Intellectual Property appraisal described in Section 3.01(a)(xii) shall not be included in no event shall the Collateral Agent and/or any representatives designated by the Collateral Agent (including any consultants, accountants and lawyers retained by the Collateral Agent) conduct determination of whether Intellectual Property appraisals in respect of JV IP may be undertaken pursuant to this Section 5.01(f)(iii). Any Intellectual Property appraisal conducted pursuant to this Section 5.01(f)(iii) shall be conducted by an appraiser set forth on Schedule 5.01(f)(iii) hereto, or Bonobos IPsuch other appraiser that is reasonably satisfactory to the Borrower and each Agent and the Required Lenders.