Common use of Borrowing Base Verification; Inventory Appraisals Clause in Contracts

Borrowing Base Verification; Inventory Appraisals. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the Administrative Agents’ officers, designated employees or agents, at any reasonable time on reasonable prior notice to the Administrative Borrower, in the name of such Agent, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties. The Loan Parties shall cooperate with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process. The Loan Parties shall cooperate with the Administrative Agent and its agents during all (x) Collateral field audits, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than once during any twelve month period, absent a Specified Event of Default or a Cash Dominion Event; and (y) Inventory Appraisals, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than once during any twelve month period, absent a Specified Event of Default or a Cash Dominion Event; provided, however, that (A) in the case of both Collateral field audits and Inventory Appraisals, (i) following the occurrence and during the continuation of a Cash Dominion Event, Collateral field audits and Inventory Appraisals shall be conducted, at the request of the Administrative Agent, not more than twice during any twelve month period, at the Borrowers’ expense, and (ii) following the occurrence and during the continuation of a Specified Event of Default, Collateral field audits and Inventory Appraisals shall be conducted at the Borrowers’ expense more frequently at the Administrative Agent’s reasonable request; and (B) the Borrowers may, in their discretion and at their own expense, cause to be conducted up to two additional Inventory Appraisals during any twelve month period.

Borrowing Base Verification; Inventory Appraisals. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the Administrative Agents’ officers, designated employees or agents, at any reasonable time on reasonable prior notice to the Administrative BorrowerBorrowers, in the name of such Agent, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties. The Loan Parties shall cooperate fully with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process. The Loan Parties shall cooperate fully with the Administrative Agent and its agents during all (x) Collateral field audits, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than (i) two (2) times during the first year after the Closing Date; (ii) once during per year any twelve month periodperiod thereafter, absent a Specified an Event of Default or a Cash Dominion EventDefault; and (iii) two (2) times during the twelve month period after that the date that the Borrowing Availability shall be less than the greater of (A) $150.0 million and (B) 50% of the aggregate Revolving Commitments in effect at such time; and (y) Inventory Appraisals, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than (i) once per year during the first year after the Closing Date; (ii) two (2) times, during any twelve month periodperiod thereafter, absent a Specified an Event of Default or a Cash Dominion EventDefault; provided, however, and (iii) two (2) times during the twelve month period after that the date that the Borrowing Availability shall be less than the greater of (A) $150.0 million and (B) 50% of the aggregate Revolving Commitments in effect at such time; or (z) in the case of both Collateral field audits and Inventory Appraisals, (i) following the occurrence and during the continuation of a Cash Dominion Event, Collateral field audits and Inventory Appraisals shall be conducted, at the request of the Administrative Agent, not more than twice during any twelve month period, at the Borrowers’ expense, and (ii) following the occurrence and during the continuation of a Specified an Event of Default, Collateral field audits and Inventory Appraisals shall be conducted at the Borrowers’ expense more frequently at the Administrative Agent’s reasonable request; and (B) the Borrowers may, in their discretion and at their own expense, cause to be conducted up to two additional Inventory Appraisals during any twelve month period.

Borrowing Base Verification; Inventory Appraisals. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any Any of the Administrative Agents’ Agent’s and Collateral Agent’s officers, designated employees or agentsagents shall have the right, at any reasonable time or times on reasonable prior notice to the Administrative Borrower, in the name of such the Administrative Agent or the Collateral Agent, as applicable, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties. The Loan Parties Borrowers shall cooperate fully with the Administrative Agent and the Collateral Agent in an effort to facilitate and promptly conclude any such verification process. The Loan Parties shall cooperate fully with the Administrative Agent and its the Collateral Agent and their agents during all (x) Collateral field audits, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than once conducted during any twelve month period, absent a Specified Event of Default at least once and upon the Administrative Agent’s or a Cash Dominion Event; and the Collateral Agent’s discretion, two times, (y) (i) Inventory Appraisals, which shall be at the Borrowers’ expense and shall be conducted, conducted at the request of least once and upon the Administrative Agent’s or the Collateral Agent’s discretion, not more than once two times during any twelve month period, absent and (ii) a Specified Event special Inventory Appraisal of Default the Inventory used in the Borrowers’ “Xxxxxx” business (including raw metals and work-in-process), which shall be at Borrowers’ expense and shall be conducted not later than May 1, 2007, or a Cash Dominion Event; provided, however, that (Az) in the case of both Collateral field audits and Inventory Appraisals, (i) following the occurrence and during the continuation of a Cash Dominion Event, Collateral field audits and Inventory Appraisals shall be conducted, at the request of the Administrative Agent, not more than twice during any twelve month period, at the Borrowers’ expense, and (ii) following the occurrence and during the continuation of a Specified an Event of Default, Collateral field audits and Inventory Appraisals shall be conducted at the Borrowers’ expense more frequently at the Administrative Agent’s or the Collateral Agent’s reasonable request; and (B) the Borrowers may, in their discretion and at their own expense, cause to be conducted up to two additional Inventory Appraisals during any twelve month period.

Borrowing Base Verification; Inventory Appraisals. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the Administrative Agents’ officers, designated employees or agents, at any reasonable time on After reasonable prior notice to the Borrower (unless an Event of Default then exists in which case no such prior notice shall be required), any of the Administrative BorrowerAgent’s and Collateral Agent’s officers, employees or agents shall have the right, at any time or times, in the name of such the Administrative Agent or Collateral Agent, as applicable, any designee of the Administrative Agent, Collateral Agent or the Borrower, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties. The Loan Parties Borrower shall cooperate fully with the Administrative Agent and Collateral Agent in an effort to facilitate and promptly conclude any such verification process. The , and the Loan Parties shall cooperate fully with the Administrative Collateral Agent and its agents during all (x) Collateral field audits, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than once during any twelve month period, absent a Specified Event of Default or a Cash Dominion Event; and (y) Inventory Appraisals, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than once during any twelve month period, absent a Specified Event of Default or a Cash Dominion Event; provided, however, that (A) in the case of both Collateral field audits and Inventory Appraisals. Without limiting the foregoing, the Loan Parties acknowledge that the Collateral Agent and/or Administrative Agent may undertake up to three Inventory Appraisals and three commercial finance examinations each fiscal year, in each case at the Loan Parties’ sole cost and expense, provided that, (i) following from and after the occurrence Closing Date, (x) if average Excess Availability for the fiscal month then most recently ended is greater than $20,000,000 and during less than $60,000,000, then only two such Inventory Appraisals and commercial financial examinations shall be conducted in such fiscal year and (y) if average Excess Availability for the continuation of a Cash Dominion Eventfiscal month then most recently ended is greater than $60,000,000, Collateral field then only one such Inventory Appraisal and commercial financial examination shall be conducted in such fiscal year and (ii) notwithstanding the foregoing, such audits and Inventory Appraisals may be conducted as frequently as the Collateral Agent reasonably requests at any time when an Event of Default has occurred and is continuing. The initial field audit and Inventory Appraisal referred to in clause (l) of Section 4.01 shall be conductedcompleted within 30 days after the Closing Date, at the request of the Administrative Agent, not more than twice during any twelve month period, at the Borrowers’ Borrower’s sole cost and expense, and (ii) following the occurrence and during the continuation of a Specified Event of Default, Collateral field audits and Inventory Appraisals shall be conducted at the Borrowers’ expense more frequently at the Administrative Agent’s reasonable request; and (B) the Borrowers may, in their discretion and at their own expense, cause to be conducted up to two additional Inventory Appraisals during any twelve month period.

Borrowing Base Verification; Inventory Appraisals. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the Administrative Agents’ officers, designated employees or agents, at any reasonable time on reasonable prior notice to the Administrative BorrowerBorrowers, in the name of such Agent, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties. The Loan Parties shall cooperate fully with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process. The Loan Parties shall cooperate fully with the Administrative Agent and its agents during all (x) Collateral field audits, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than (i) two (2) times during the first year after the Closing Date; (ii) once during any twelve month periodperiod thereafter, absent a Specified an Event of Default or a Cash Dominion Eventand subject to the following subclause (iii); and (iii) two (2) times during the twelve month period after the date that the Borrowing Availability shall be less than the greater of (A) $200.0 million and (B) 50% of the aggregate Revolving Commitments in effect at such time; and (y) Inventory Appraisals, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than (i) two (2) times per year during the first year after the Closing Date; (ii) once during any twelve month periodperiod thereafter, absent a Specified an Event of Default or a Cash Dominion Eventand subject to the following subclause (iii); and (iii) two (2) times during the twelve month period after the date that the Borrowing Availability shall be less than the greater of (A) $200.0 million and (B) 50% of the aggregate Revolving Commitments in effect at such time; provided, however, that (A) in the case of both Collateral field audits and Inventory Appraisals, (i) following the occurrence and during the continuation of a Cash Dominion Event, Collateral field audits and Inventory Appraisals shall be conducted, at the request of the Administrative Agent, not more than twice during any twelve month period, at the Borrowers’ expense, and (ii) following the occurrence and during the continuation of a Specified an Event of Default, Collateral field audits and Inventory Appraisals shall be conducted at the Borrowers’ expense more frequently at the Administrative Agent’s reasonable request; and (B) the Borrowers may, in their discretion and at their own expense, cause to be conducted up to two additional Inventory Appraisals during any twelve month period.

Borrowing Base Verification; Inventory Appraisals. Each Loan Party shallFrom and after the Funding Date, and shall cause each of its Restricted Subsidiaries to, permit any of the Administrative Agents’ officers, designated employees or agents, at any reasonable time on after reasonable prior notice to the Borrower (unless an Event of Default then exists in which case no such prior notice shall be required), any of the Administrative BorrowerAgent’s officers, employees or agents shall have the right, at any time or times, in the name of such the Administrative Agent, any designee of the Administrative Agent or the Borrower, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties. The Loan Parties Borrower shall cooperate fully with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process. The , and the Loan Parties shall cooperate fully with the Administrative Agent and its agents during all (x) Collateral field audits, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than once during any twelve month period, absent a Specified Event of Default or a Cash Dominion Event; and (y) Inventory Appraisals, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than once during any twelve month period, absent a Specified Event of Default or a Cash Dominion Event; provided, however, that (A) in the case of both Collateral field audits and Inventory Appraisals. Without limiting the foregoing, the Loan Parties acknowledge that from and after the Funding Date, the Administrative Agent may undertake up to three Inventory Appraisals and three commercial finance examinations each fiscal year, in each case at the Loan Parties’ sole cost and expense, provided that, (i) following from and after the occurrence Funding Date, (x) if average Excess Availability for the fiscal month then most recently ended is greater than 12.5% of the Borrowing Base but less than or equal to 50% of the Borrowing Base, then only two such Inventory Appraisals and during commercial financial examinations shall be conducted in such fiscal year and (y) if average Excess Availability for the continuation fiscal month then most recently ended is greater than 50% of a Cash Dominion Eventthe Borrowing Base, Collateral field then only one such Inventory Appraisal and commercial financial examination shall be conducted in such fiscal year and (ii) notwithstanding the foregoing, such audits and Inventory Appraisals shall may be conducted, at the request of conducted as frequently as the Administrative Agent, not more than twice during Agent reasonably requests from and after the Funding Date at any twelve month period, at the Borrowers’ expense, and (ii) following the occurrence and during the continuation of a Specified time when an Event of Default, Collateral field audits Default has occurred and Inventory Appraisals shall be conducted at the Borrowers’ expense more frequently at the Administrative Agent’s reasonable request; and (B) the Borrowers may, in their discretion and at their own expense, cause to be conducted up to two additional Inventory Appraisals during any twelve month periodis continuing.

Borrowing Base Verification; Inventory Appraisals. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any Any of the Administrative Agents’ Agent’s and each Co-Collateral Agent’s officers, designated employees or agentsagents shall have the right, at any reasonable time or times during normal business hours on prior reasonable prior notice to the Administrative BorrowerBorrowers, in the name of the Administrative Agent or such Co-Collateral Agent, as applicable, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Partiesotherwise. The Loan Parties Borrowers shall cooperate fully with the Administrative Agent and the Co-Collateral Agents in an effort to facilitate and promptly conclude any such verification process. Any of the Administrative Agent’s and each Co-Collateral Agent’s officers, designated employees or agents shall have the right, at any reasonable time or times on prior notice to Borrowers, to conduct field audits of the financial affairs and Collateral of the Borrowers. The Loan Parties Borrowers shall cooperate fully with the Administrative Agent and its the Co-Collateral Agents and their agents during all (x) Collateral field audits, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative AgentAgent or Co-Collateral Agents, not more than once two (2) times during any twelve month period, absent a Specified continuing Event of Default or a Cash Dominion Event; and Default, (y) Inventory Appraisals, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative AgentAgent or Co-Collateral Agents, not more than once two (2) times, during any twelve month period, absent a Specified continuing Event of Default Default, or a Cash Dominion Event; provided, however, that (Az) in the case of both Collateral field audits and Inventory Appraisals, (i) following the occurrence and during the continuation of a Cash Dominion Event, Collateral field audits and Inventory Appraisals shall be conducted, at the request of the Administrative Agent, not more than twice during any twelve month period, at the Borrowers’ expense, and (ii) following the occurrence and during the continuation of a Specified an Event of Default, Collateral field audits and Inventory Appraisals shall be conducted at the Borrowers’ expense more frequently at the Administrative Agent’s or any Co-Collateral Agent’s reasonable request; and (B) the Borrowers may, in their discretion and at their own expense, cause to be conducted up to two additional Inventory Appraisals during any twelve month period.