Common use of Inventory Appraisals and Field Examinations Clause in Contracts

Inventory Appraisals and Field Examinations. (a) Holdings shall cooperate with (and cause its Subsidiaries to cooperate with) the Administrative Agent in connection with appraisals of Inventory that shall be in form and detail and from third-party appraisers reasonably acceptable to the Administrative Agent (each, an “Inventory Appraisal”) for the purpose of determining the amount of the Revolving Borrowing Base and FILO Borrowing Base attributable to Inventory and the Administrative Agent may carry out, at the Borrowers’ expense, (i) one (1) Inventory Appraisal during any twelve (12) month period (it being understood and agreed that the Administrative Agent may (and absent any direction from the Requisite Lenders or regulatory requirements to the contrary (as determined by the Administrative Agent in good faith), shall utilize all good faith efforts to) defer any such Inventory Appraisal if no Collateral Monitoring Trigger Event has occurred during such twelve (12) month period until such time as a Collateral Monitoring Triggering Event shall occur); provided, however, that (i)(A) at any time on or after the date on which Excess Availability has been less than the greater of (x) $150,000,000 and (y) 15.0% of the Modified Revolving Loan Cap, in each case, for five (5) consecutive Business Days, the Administrative Agent may carry out, at the Borrowers’ expense, two (2) Inventory Appraisals during the twelve (12) month period following such event, and (B) at any time during the continuation of a Specified Event of Default, the Administrative Agent may carry out, at the Borrowers’ expense, Inventory Appraisals as frequently as determined by the Administrative Agent in its Permitted Discretion and (ii) in addition to the foregoing clause (i), the Administrative Agent may carry out, at the Lenders’ expense, one (1) additional Inventory Appraisal in any twelve (12) month period. In connection with any such Inventory Appraisal, the Borrowers shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Revolving Borrowing Base or the FILO Borrowing Base, including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (b) Holdings shall cooperate with (and cause its Subsidiaries to cooperate with) the Administrative Agent in connection with field audits (including field audits conducted by the Administrative Agent) (each, a “Field Examination”) and the Administrative Agent may carry out, (i) at the Borrowers’ expense, one (1) Field Examination during any twelve (12) month period (it being understood and agreed that the Administrative Agent may (and absent any direction from the Requisite Lenders or regulatory requirements to the contrary (as determined by the Administrative Agent in good faith), shall utilize all good faith efforts to) defer any such Field Examination if no Collateral Monitoring Trigger Event has occurred during such twelve (12) month period until such time as a Collateral Monitoring Triggering Event shall occur); provided, however, that (i)(A) at any time on or after the date on which Excess Availability has been less than the greater of (x) $150,000,000 and (y) 15.0% of the Modified Revolving Loan Cap, in each case, for five (5) consecutive Business Days, the Administrative Agent may carry out, at the Borrowers’ expense, two (2) Field Examinations during the twelve (12) month period following such event, and (B) at any time during the continuation of a Specified Event of Default, the Administrative Agent may carry out, at the Borrowers’ expense, Field Examinations as frequently as determined by the Administrative Agent in its Permitted Discretion and (ii) in addition to the foregoing clause (i), the Administrative Agent may carry out, at the Lenders’ expense, one (1) additional Field Examination in any twelve (12) month period. In connection with any such Field Examination, the Borrowers shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Revolving Borrowing Base or the FILO Borrowing Base, including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein.

Inventory Appraisals and Field Examinations. (ai) Holdings shall cooperate with (and cause its Subsidiaries to cooperate with) the Administrative Agent in connection with appraisals of Inventory that shall be in form and detail and from third-party appraisers reasonably acceptable to the Administrative Agent (each, an “Inventory Appraisal”) for the purpose of determining the amount of the Revolving Borrowing Base and FILO Borrowing Base attributable to Inventory and the Administrative Agent may carry out, at the Borrowers’ Borrower’s expense, (i) one (1) Inventory Appraisal during any twelve (12) month period (it being understood and agreed that the Administrative Agent may (and absent any direction from the Requisite Lenders or regulatory requirements to the contrary (as determined by the Administrative Agent in good faith), shall utilize all good faith efforts to) to defer any such Inventory Appraisal if no Collateral Monitoring Trigger Event has occurred during such twelve (12) month period until such time as a Collateral Monitoring Triggering Event shall occur); provided, however, that (i)(A) at any time on or after the date on which Excess Availability has been less than the greater of (x) $150,000,000 72,000,000 and (y) 15.0% of the Modified Revolving Loan Cap, in each case, for five (5) consecutive Business Days, the Administrative Agent may shall, solely to the extent an updated Inventory Appraisal has not occurred within three (3) months of the relevant date of determination, or may, at any other time, carry out, at the Borrowers’ Borrower’s expense, two (2) Inventory Appraisals during the twelve (12) month period following such event, and (B) at any time during the continuation of a Specified Event of Default, the Administrative Agent may carry out, at the Borrowers’ Borrower’s expense, Inventory Appraisals as frequently as determined by the Administrative Agent in its Permitted Discretion and (ii) in addition to the foregoing clause (i), the Administrative Agent may carry out, at the Lenders’ expense, one (1) additional Inventory Appraisal in any twelve (12) month period. In connection with any such Inventory Appraisal, the Borrowers Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Revolving Borrowing Base or the FILO Borrowing Base, including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (bi) Holdings shall cooperate with (and cause its Subsidiaries to cooperate with) the Administrative Agent in connection with field audits (including field audits conducted by the Administrative Agent) (each, a “Field Examination”) and the Administrative Agent may carry out, (i) at the Borrowers’ Borrower’s expense, one (1) Field Examination during any twelve (12) month period (it being understood and agreed that the Administrative Agent may (and absent any direction from the Requisite Lenders or regulatory requirements to the contrary (as determined by the Administrative Agent in good faith), shall utilize all good faith efforts to) to defer any such Field Examination if no Collateral Monitoring Trigger Event has occurred during such twelve (12) month period until such time as a Collateral Monitoring Triggering Event shall occur); provided, however, that (i)(A) at any time on or after the date on which Excess Availability has been less than the greater of (x) $150,000,000 72,000,000 and (y) 15.0% of the Modified Revolving Loan Cap, in each case, for five (5) consecutive Business Days, the Administrative Agent may shall, solely to the extent an updated Inventory Appraisal has not occurred within three (3) months of the relevant date of determination, or may, at any other time, carry out, at the Borrowers’ Borrower’s expense, two (2) Field Examinations during the twelve (12) month period following such event, and (B) at any time during the continuation of a Specified Event of Default, the Administrative Agent may carry out, at the Borrowers’ Borrower’s expense, Field Examinations as frequently as determined by the Administrative Agent in its Permitted Discretion and (ii) in addition to the foregoing clause (i), the Administrative Agent may carry out, at the Lenders’ expense, one (1) additional Field Examination in any twelve (12) month period. In connection with any such Field Examination, the Borrowers Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Revolving Borrowing Base or the FILO Borrowing Base, including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein.

Inventory Appraisals and Field Examinations. (a) Holdings shall cooperate with (and cause its Subsidiaries to cooperate with) the Administrative Agent in connection with appraisals of Inventory that shall be in form and detail and from third-party appraisers reasonably acceptable to the Administrative Agent (each, an “Inventory Appraisal”) for the purpose of determining the amount of the Revolving Borrowing Base and FILO Borrowing Base attributable to Inventory and the Administrative Agent may carry out, at the Borrowers’ expense, (i) one (1) Inventory Appraisal during any twelve (12) month period (it being understood and agreed that the Administrative Agent may (and absent any direction from the Requisite Lenders or regulatory requirements to the contrary (as determined by the Administrative Agent in good faith), shall utilize all good faith efforts to) defer any such Inventory Appraisal if no Collateral Monitoring Trigger Event has occurred during such twelve (12) month period until such time as a Collateral Monitoring Triggering Event shall occur); provided, however, that (i)(A) at any time on or after the date on which Excess Availability has been less than the greater of (x) $150,000,000 1540,000,000 (or, if the Facility Decrease Trigger Date has occurred, $127,500,000) and (y) 15.0% of the Modified Revolving Loan Cap, in each case, for five (5) consecutive Business Days, the Administrative Agent may carry out, at the Borrowers’ expense, two (2) Inventory Appraisals during the twelve (12) month period following such event, and (B) at any time during the continuation of a Specified Event of Default, the Administrative Agent may carry out, at the Borrowers’ expense, Inventory Appraisals as frequently as determined by the Administrative Agent in its Permitted Discretion and (ii) in addition to the foregoing clause (i), the Administrative Agent may carry out, at the Lenders’ expense, one (1) additional Inventory Appraisal in any twelve (12) month period. In connection with any such Inventory Appraisal, the Borrowers shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Revolving Borrowing Base or the FILO Borrowing Base, including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (b) Holdings shall cooperate with (and cause its Subsidiaries to cooperate with) the Administrative Agent in connection with field audits (including field audits conducted by the Administrative Agent) (each, a “Field Examination”) and the Administrative Agent may carry out, (i) at the Borrowers’ expense, one (1) Field Examination during any twelve (12) month period (it being understood and agreed that the Administrative Agent may (and absent any direction from the Requisite Lenders or regulatory requirements to the contrary (as determined by the Administrative Agent in good faith), shall utilize all good faith efforts to) defer any such Field Examination if no Collateral Monitoring Trigger Event has occurred during such twelve (12) month period until such time as a Collateral Monitoring Triggering Event shall occur); provided, however, that (i)(A) at any time on or after the date on which Excess Availability has been less than the greater of (x) $150,000,000 1540,000,000 (or, if the Facility Decrease Trigger Date has occurred, $127,500,000) and (y) 15.0% of the Modified Revolving Loan Cap, in each case, for five (5) consecutive Business Days, the Administrative Agent may carry out, at the Borrowers’ expense, two (2) Field Examinations during the twelve (12) month period following such event, and (B) at any time during the continuation of a Specified Event of Default, the Administrative Agent may carry out, at the Borrowers’ expense, Field Examinations as frequently as determined by the Administrative Agent in its Permitted Discretion and (ii) in addition to the foregoing clause (i), the Administrative Agent may carry out, at the Lenders’ expense, one (1) additional Field Examination in any twelve (12) month period. In connection with any such Field Examination, the Borrowers shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Revolving Borrowing Base or the FILO Borrowing Base, including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein.