Common use of Appraisals and Reports Clause in Contracts

Appraisals and Reports. The Company shall use commercially reasonable efforts to facilitate the completion of Post-Closing Reports within 90 days after the Closing Date. In addition, the Borrowers shall provide to the Collateral Agent, upon request of the Collateral Agent and at the expense of the Borrowers, (a) so long as no Availability Triggering Event or Event of Default has occurred and is continuing, once in each calendar year (in coordination with the Company’s annual financial statement audit), or (b) if the Availability is less than $100 million for five consecutive days, twice per calendar year, and (c) if any Availability Triggering Event or Event of Default has occurred and is continuing, one additional time during any calendar year, appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrowers), and prepared in a form and on a basis reasonably satisfactory to the Collateral Agent, such appraisals and updates to include, without limitation, information required by Requirements of Law and by the internal policies of the Lenders. In addition, the Borrowers shall have the right (but not the obligation), at their expense, at any time and from time to time (but not more than twice per year) to provide the Collateral Agent with additional appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrowers), and prepared in a form and on a basis reasonably satisfactory to the Collateral Agent, in which case such appraisals or updates shall be used in NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement connection with the determination of the Orderly Liquidation Value and the calculation of the Borrowing Base hereunder. In connection with any appraisal requested by the Collateral Agent pursuant to this Section 5.11, the Borrowers shall be given 20 days following such request by the Collateral Agent to choose and engage the Acceptable Appraiser prior to the commencement of such appraisal. With respect to each appraisal made pursuant to this Section 5.11 after the Closing Date, (i) the Collateral Agent and the Borrowers shall each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Orderly Liquidation Value or the Borrowing Base hereunder as a result of such appraisal shall become effective 20 days following the finalization of such appraisal.

Appraisals and Reports. The Company shall use commercially reasonable efforts to facilitate the completion of Post-Closing Reports within 90 days after the Closing Date. In addition, the Borrowers shall provide to the Collateral Agent, upon request of the Collateral Agent and at the expense of the Borrowers, (a) so long as no Availability Amended and Restated Revolving Credit Agreement Triggering Event or Event of Default has occurred and is continuing, once one time in each calendar year (in coordination with the Company’s annual financial statement audit), or (b) if the Availability is less than $100 million for five consecutive days, twice two times per calendar year, and (c) if any Availability Triggering Event or Event of Default has occurred and is continuing, one additional time during any calendar year, appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrowers), and prepared in a form and on a basis reasonably satisfactory to the Collateral Agent, such appraisals and updates to include, without limitation, information required by Requirements of Law and by the internal policies of the Lenders. In addition, the Borrowers shall have the right (but not the obligation), at their expense, at any time and from time to time (but not more than twice per year) to provide the Collateral Agent with additional appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrowers), and prepared in a form and on a basis reasonably satisfactory to the Collateral Agent, in which case such appraisals or updates shall be used in NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement connection with the determination of the Orderly Liquidation Value and the calculation of the Borrowing Base hereunder. In connection with any appraisal requested by the Collateral Agent pursuant to this Section 5.115.12, the Borrowers shall be given 20 days following such request by the Collateral Agent to choose and engage the Acceptable Appraiser prior to the commencement of such appraisal. With respect to each appraisal made pursuant to this Section 5.11 5.12 after the Closing Date, (i) the Collateral Agent and the Borrowers shall each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Orderly Liquidation Value or the Borrowing Base hereunder as a result of such appraisal shall become effective 20 days following the finalization of such appraisal.

Appraisals and Reports. The Company shall use commercially reasonable efforts to facilitate Loan Parties (other than the completion of Post-Closing Reports within 90 days after the Closing Date. In addition, the Borrowers UK Borrower) shall provide to the Collateral Agent, upon request of the Collateral Agent and at the expense of the BorrowersLoan Parties, (a) so long as no Availability Triggering Event or Event of Default has occurred and is continuing, once in each calendar year period of 12 consecutive months (in coordination with the Company’s annual financial statement audit), or (b) if the Specified Availability is less than $100 million 15% of the Combined Line Cap for five consecutive days, twice per calendar year, and (c) if any Availability Triggering Event or Event of Default has occurred and is continuing, one additional time during any calendar yearin such 12-month period, appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the BorrowersCompany), and prepared in a form and on a basis reasonably satisfactory to the Collateral Agent, such appraisals and updates to include, without limitation, information required by Requirements of Law and by the internal policies of the Lenders; provided that if the Revolving Facility Credit Exposure is never equal to or greater than 35% of the Combined Line Cap for 5 consecutive Business Days during the period of 12 consecutive months ending on such date of determination, the appraisal requirements in this sentence shall not be required for such 12-month period; provided further that if at any time the Revolving Facility Credit Exposure is equal to or greater than 35% of the Combined Line Cap for 5 consecutive Business Days, at any time when the latest inventory appraisal delivered hereunder is more than two years old, the Administrative Agent shall have the immediate right to commence an inventory appraisal at that time. In addition, the Borrowers Loan Parties shall have the right (but not the obligation), at their expense, at any time and from time to time (but not more than twice per yearin any period of 12 consecutive months) to provide the Collateral Agent with additional appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the BorrowersCompany), and prepared in a form and on a basis reasonably satisfactory to the Collateral Agent, in which case such appraisals or updates shall be used in NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement connection with the determination of the Net Orderly Liquidation Value and the calculation of the U.S. Borrowing Base or Canadian Borrowing Base hereunder. In connection with any appraisal requested by the Collateral Agent pursuant to this Section 5.11, the Borrowers Company shall be given 20 days following such request by the Collateral Agent to choose and engage the Acceptable Appraiser prior to the commencement of such appraisal. With respect to each appraisal made pursuant to this Section 5.11 after the Closing Date, (i) the Collateral Agent and the Borrowers Company shall each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Net Orderly Liquidation Value or the U.S. Borrowing Base or Canadian Borrowing Base hereunder as a result of such appraisal shall become effective 20 days following the finalization of such appraisal.

Appraisals and Reports. The Company shall use commercially reasonable efforts to facilitate the completion of Post-Closing Reports within 90 60 days after the Closing Date. In addition, the Borrowers shall provide to the Collateral Agent, upon request of the Collateral Agent and at the expense of the Borrowers, (a) so long as no Availability Triggering Event or Event of Default has occurred and is continuing, once one time in each calendar year (in coordination with the Company’s annual financial statement audit), or (b) if the Availability is less than $100 75 million for five consecutive days, twice two times per calendar year, and (c) if any Availability Triggering Event or Event of Default has occurred and is continuing, one additional time during any calendar year, appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrowers), and prepared in a form and on a basis reasonably satisfactory to the Collateral AgentAgent (or, in the case of the reports to be delivered within 60 days following the Closing Date, the Post-Closing Reports), such appraisals and updates to include, without limitation, information required by Requirements of Law and by the internal policies of the Lenders. In addition, the Borrowers shall have the right (but not the obligation), at their expense, at any time and from time to time (but not more than twice per year) to provide the Collateral Agent with additional appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrowers), and prepared in a form and on a basis reasonably satisfactory to the Collateral Agent, in which case such appraisals or updates shall be used in NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement connection with the determination of the Orderly Liquidation Value and the calculation of the Borrowing Base hereunder. In connection with any appraisal requested by the Collateral Agent pursuant to this Section 5.115.12, the Borrowers shall be given 20 days following such request by the Collateral Agent to choose and engage the Acceptable Appraiser prior to the commencement of such appraisal. With respect to each appraisal made pursuant to this Section 5.11 5.12 after the Closing Date, (i) the Collateral Agent and the Borrowers shall each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Orderly Liquidation Value or the Borrowing Base hereunder as a result of such appraisal shall become effective 20 days following the finalization of such appraisal.

Appraisals and Reports. The Company shall use commercially reasonable efforts to facilitate the completion of Post-Closing Reports within 90 days after the Closing Date. In addition, the Borrowers shall provide to the Collateral Agent, upon request of the Collateral Agent and at the expense of the Borrowers, (a) so long as no Availability Triggering Event or Event of Default has occurred and is continuing, once in each calendar year period of 12 consecutive months (in coordination with the Company’s annual financial statement audit), or (b) if the Availability is less than $100 million 20% of the lesser of (x) the then-current Borrowing Base and (y) the aggregate Revolving Facility Commitments for five consecutive days, twice per calendar year, and (c) if any Availability Triggering Event or Event of Default has occurred and is continuing, one additional time during any calendar yearin such 12-month period, appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrowers), and prepared in a form and on a basis reasonably satisfactory to the Collateral Agent, such appraisals and updates to include, without limitation, information required by Requirements of Law and by the internal policies of the Lenders; provided that if the Revolving L/C-BA Exposure is less than $75,000,000 and Revolving Facility Credit Exposure is less than $100,000,000 at all times during the period of 12 consecutive months ending on such date of determination, the appraisal requirements in this sentence shall not be required for such 12-month period; provided further that if at any time (i) the Revolving L/C-BA Exposure shall be greater than or equal to $75,000,000 or (ii) the Revolving Facility Credit Exposure shall be greater than or equal to $100,000,000, in each case, at any time when the latest inventory appraisal delivered hereunder is more than two years old, the Administrative Agent shall have the immediate right to commence an inventory appraisal at that time. In addition, the Borrowers shall have the right (but not the obligation), at their expense, at any time and from time to time (but not more than twice per yearin any period of 12 consecutive months) to provide the Collateral Agent with additional appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrowers), and prepared in a form and on a basis reasonably satisfactory to the Collateral Agent, in which case such appraisals or updates shall be used in NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement connection with the determination of the Net Orderly Liquidation Value and the calculation of the Borrowing Base hereunder. In connection with any appraisal requested by the Collateral Agent pursuant to this Section 5.11, the Borrowers shall be given 20 days following such request by the Collateral Agent to choose and engage the Acceptable Appraiser prior to the commencement of such appraisal. With respect to each appraisal made pursuant to this Section 5.11 after the Closing Date, (i) the Collateral Agent and the Borrowers shall each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Net Orderly Liquidation Value or the Borrowing Base hereunder as a result of such appraisal shall become effective 20 days following the finalization of such appraisal.

Appraisals and Reports. The Company shall use commercially reasonable efforts to facilitate the completion of Post-Closing Reports within 90 days after the Closing Date. In addition, the Borrowers Loan Parties shall provide to the Collateral Agent, upon request of the Collateral Agent and at the expense of the BorrowersLoan Parties, (a) so long as no Availability Triggering Event or Event of Default has occurred and is continuing, once in each calendar year period of 12 consecutive months (in coordination with the Company’s annual financial statement audit), or (b) if the Specified Availability is less than $100 million 15% of the Combined Line Cap for five consecutive days, twice per calendar year, and (c) if any Availability Triggering Event or Event of Default has occurred and is continuing, one additional time during any calendar yearin such 12-month period, appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrowers), and prepared in a form and on a basis reasonably satisfactory to the Collateral Agent, such appraisals and updates to include, without limitation, information required by Requirements of Law and by the internal policies of the Lenders; provided that if the Revolving L/C-BA Exposure is less than $75,000,000 and Revolving Facility Credit Exposure is less than $100,000,000 at all times during the period of 12 consecutive months ending on such date of determination, the appraisal requirements in this sentence shall not be required for such 12-month period; provided further that if at any time (i) the Revolving L/C – BA Exposure shall be greater than or equal to $75,000,000 or (ii) the Revolving Facility Credit Exposure shall be greater than or equal to $100,000,000, in each case, at any time when the latest inventory appraisal delivered hereunder is more than two years old, the Administrative Agent shall have the immediate right to commence an inventory appraisal at that time. In addition, the Borrowers Loan Parties shall have the right (but not the obligation), at their expense, at any time and from time to time (but not more than twice per yearin any period of 12 consecutive months) to provide the Collateral Agent with additional appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrowers), and prepared in a form and on a basis reasonably satisfactory to the Collateral Agent, in which case such appraisals or updates shall be used in NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement connection with the determination of the Net Orderly Liquidation Value and the calculation of the U.S. Borrowing Base or Canadian Borrowing Base hereunder. In connection with any appraisal requested by the Collateral Agent pursuant to this Section 5.11, the Borrowers shall be given 20 days following such request by the Collateral Agent to choose and engage the Acceptable Appraiser prior to the commencement of such appraisal. With respect to each appraisal made pursuant to this Section 5.11 after the Closing Date, (i) the Collateral Agent and the Borrowers shall each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Net Orderly Liquidation Value or the U.S. Borrowing Base or Canadian Borrowing Base hereunder as a result of such appraisal shall become effective 20 days following the finalization of such appraisal.

Appraisals and Reports. The Company shall use commercially reasonable efforts to facilitate the completion of Post-Closing Reports within 90 days after the Closing Date. In addition, the Borrowers shall provide to the Collateral Agent, upon request of the Collateral Agent and at the expense of the Borrowers, (a) so long as no Availability Triggering Event or Event of Default has occurred and is continuing, once in each calendar year (in coordination with the Company’s annual financial statement audit), or (b) if the Availability is less than $100 million for five consecutive days, twice per calendar year, and (c) if any Availability Triggering Event or Event of Default has occurred and is continuing, one additional time during any calendar year, appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrowers), and prepared in a form and on a basis reasonably satisfactory to the Collateral Agent, such appraisals and updates to include, without limitation, information required by Requirements of Law and by the internal policies of the Lenders. In addition, the Borrowers shall have the right (but not the obligation), at their expense, at any time and from time to time (but not more than twice per year) to provide the Collateral Agent with additional appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrowers), and prepared in a form and on a basis reasonably satisfactory to the Collateral Agent, in which case such appraisals or updates shall be used in NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement connection with the determination of the Orderly Liquidation Value and the calculation of the Borrowing Base hereunder. In connection with any appraisal requested by the Collateral Agent pursuant to this Section 5.11, the Borrowers shall be given 20 days following such request by the Collateral Agent to choose and engage the Acceptable Appraiser prior to the commencement of such appraisal. With respect to each appraisal made pursuant to this Section 5.11 after the Closing Date, (i) the Collateral Agent and the Borrowers shall each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Orderly Liquidation Value or the Borrowing Base hereunder as a result of such appraisal shall become effective 20 days following the finalization of such appraisal.. 114