Common use of Certain Collateral Clause in Contracts

Certain Collateral. (a) Promptly, upon the request of the Administrative Agent or the Collateral Agent from time to time, provide, and cause each of its Subsidiaries to provide, to the Administrative Agent or the Collateral Agent written statements listing items of Inventory and Accounts in reasonable detail as reasonably requested by the Administrative Agent or Collateral Agent; (b) conduct or cause to be conducted (in a manner consistent with the requirements for the physical measurement of the Inventory in connection with the Borrowers’ annual audit conducted by the Auditors) a physical measurement of the Inventory and, if requested by the Administrative Agent or Collateral Agent, a copy of such measurement shall be promptly supplied to the Administrative Agent or Collateral Agent accompanied by a report of the value (valued at average cost) of such Inventory; (c) upon the occurrence and during the continuance of an Event of Default, conduct such a physical measurement of the Inventory at such other times and as of such other dates as the Administrative Agent or Collateral Agent shall reasonably request; and (d) if any Inventory of a Borrower is at any time hereafter stored or located at any warehouse not owned or leased by such Borrower, promptly, upon the Administrative Agent's request, deliver to such warehouseman notification of the Administrative Agent’s Lien on such Inventory and shall take such other steps as the Administrative Agent reasonably requires to perfect its Lien thereon. In addition to, and not in limitation of, the foregoing, at any time and from time to time the Administrative Agent or Collateral Agent may conduct (or engage third parties to conduct) such field examinations, appraisals, verifications and evaluations of the Collateral as the Administrative Agent or Collateral Agent shall deem necessary or appropriate in the exercise of its sole discretion and shall provide copies of such examinations, appraisals, verifications and evaluations to the Lenders; provided, that, so long as an Event of Default shall not have occurred and be continuing or so long as Availability has not fallen below $40.0 million for more than three (3) consecutive Business Days, the Administrative Agent and Collateral Agent shall not conduct (or engage third parties to conduct) field examinations, appraisals, verifications and evaluations of the Collateral more than once in any Fiscal Year.

Certain Collateral. (a) Promptly, upon the request of the Administrative Agent or the Collateral Agent from time to time, provide, and cause each of its Subsidiaries to provide, to the Administrative Agent or the Collateral Agent written statements listing items of Inventory and Accounts in reasonable detail as reasonably requested by the Administrative Agent or Collateral Agent; (b) conduct or cause to be conducted (in a manner consistent with the requirements for the physical measurement of the Inventory in connection with the Borrowers’ annual audit conducted by the Auditors) a physical measurement of the Inventory and, if requested by the Administrative Agent or Collateral Agent, a copy of such measurement shall be promptly supplied to the Administrative Agent or Collateral Agent accompanied by a report of the value (valued at average cost) of such Inventory; (c) upon the occurrence and during the continuance of an Event of Default, conduct such a physical measurement of the Inventory at such other times and as of such other dates as the Administrative Agent or Collateral Agent shall reasonably request; and (d) if any Inventory of a Borrower is at any time hereafter stored or located at any warehouse not owned or leased by such Borrower, promptly, upon the Administrative Agent's ’s request, deliver to such warehouseman notification of the Administrative Agent’s Lien on such Inventory and shall take such other steps as the Administrative Agent reasonably requires to perfect its Lien thereon. In addition to, and not in limitation of, the foregoing, at any time and from time to time the Administrative Agent or Collateral Agent may conduct (or engage third parties to conduct) such field examinations, appraisals, verifications and evaluations of the Collateral as the Administrative Agent or Collateral Agent shall deem necessary or appropriate in the exercise of its sole discretion and shall provide copies of such examinations, appraisals, verifications and evaluations to the Lenders; provided, that, so long as an Event of Default shall not have occurred and be continuing or so long as Availability has not fallen below $40.0 million for more than three (3) consecutive Business Days, the Administrative Agent and Collateral Agent shall not conduct (or engage third parties to conduct) field examinations, appraisals, verifications and evaluations of the Collateral more than once in any Fiscal Year.

Certain Collateral. (a) Promptly, upon the request of the Administrative Agent or the Collateral Agent from time to time, provide, and cause each of its Subsidiaries to provide, Borrower shall provide to the Administrative Agent or the Collateral Agent written statements listing items of Inventory and Accounts in reasonable detail as reasonably requested by the Administrative Agent or Collateral Agent; (b) . Each Borrower shall conduct or cause to be conducted (in a manner consistent with the requirements for the physical measurement count of the Inventory in connection with the Borrowers’ ' annual audit conducted by the Auditors) a physical measurement count of the Inventory and, if requested by the Administrative Agent or Collateral Agent, a copy of such measurement count shall be promptly supplied to the Administrative Agent or Collateral Agent accompanied by a report of the value (valued at average costFIFO) of such Inventory; (c) upon . Upon the occurrence and during the continuance of an Event of Default, each Borrower shall conduct such a physical measurement count of the Inventory at such other times and as of such other dates as the Administrative Agent or Collateral Agent shall reasonably request; and (d) if any Inventory of a Borrower is at any time hereafter stored or located at any warehouse not owned or leased by such Borrower, promptly, upon the Administrative Agent's request, deliver to such warehouseman notification of the Administrative Agent’s Lien on such Inventory and shall take such other steps as the Administrative Agent reasonably requires to perfect its Lien thereon. In addition to, and not in limitation of, the foregoing, at any time and from time to time the Administrative Agent or Collateral Agent may conduct (or engage third parties to conduct) such field examinations, appraisals, verifications and evaluations of the Collateral as the Administrative Agent or Collateral Agent shall deem necessary or appropriate in the exercise of its sole discretion and shall provide copies of such examinations, appraisals, verifications and evaluations to the Lenders; providedPROVIDED, that, so long as an Event of Default shall not have occurred and be continuing or so long as Availability has is not fallen below $40.0 million for more than three (3) consecutive Business Days, the Administrative Agent and Collateral Agent shall not conduct (or engage third parties to conduct) field examinations, appraisals, verifications and evaluations of the Collateral more than once in any Fiscal Year. If any Inventory of a Borrower is at any time hereafter stored or located at any warehouse not owned or leased by such Borrower, then such Borrower shall promptly deliver to such warehouseman notification of the Agent's Lien on such Inventory and shall take such other steps as the Agent reasonably requires to perfect its Liens thereon.

Certain Collateral. (a) Promptly, upon the request of the Administrative Agent or the Collateral Agent from time to time, provide, and cause each of its Subsidiaries to provide, Borrower shall provide to the Administrative Agent or the Collateral Agent written statements listing items of Inventory and Accounts Equipment in reasonable detail as reasonably requested by the Administrative Agent or Collateral Agent; (b) . Each Borrower shall conduct or cause to be conducted annually (in a manner consistent with the requirements for the physical measurement count of the Inventory in connection with the Borrowers’ ' annual audit conducted by the Auditors) a physical measurement count of the Inventory and, if requested by the Administrative Agent or Collateral Agent, a copy of such measurement count shall be promptly supplied to the Administrative Agent or Collateral Agent accompanied by a report of the value (valued at average costFIFO) of such Inventory; (c) upon . Upon the occurrence and during the continuance of an Event of Default, each Borrower shall conduct such a physical measurement count of the Inventory at such other times and as of such other dates as the Administrative Agent or Collateral Agent shall reasonably request; and (d) if any Inventory of a Borrower is at any time hereafter stored or located at any warehouse not owned or leased by such Borrower, promptly, upon the Administrative Agent's request, deliver to such warehouseman notification of the Administrative Agent’s Lien on such Inventory and shall take such other steps as the Administrative Agent reasonably requires to perfect its Lien thereon. In addition to, and not in limitation of, the foregoing, at any time and from time to time the Administrative Agent or Collateral Agent may conduct (or engage third parties to conduct) such field examinations, appraisals, verifications and evaluations of the Collateral as the Administrative Agent or Collateral Agent shall deem necessary or appropriate in the exercise of its sole discretion and shall provide copies of such examinations, appraisals, verifications and evaluations to the Lendersdiscretion; provided, that, so long as an Event of Default shall not have occurred and be continuing or so long as Availability has not fallen below $40.0 million for more than three (3) consecutive Business Dayscontinuing, the Administrative Agent and Collateral Agent shall not conduct (or engage third parties to conduct) field examinations, appraisals, verifications and evaluations of the Collateral more than once twice in any Fiscal Year. If any Inventory of a Borrower is at any time hereafter stored or located at any warehouse not owned or leased by such Borrower, then such Borrower shall promptly deliver to such warehouseman notification of the Agent's Lien on such Inventory and shall take such other steps as the Agent reasonably requires to perfect its Liens thereon.

Certain Collateral. (a) Promptly, upon the request of the Administrative Agent or the Collateral Agent from time to time, provide, and cause each of its Subsidiaries to provide, Borrower shall provide to the Administrative Agent or the Collateral Agent written statements listing items of Inventory and Accounts in reasonable detail as reasonably requested by the Administrative Agent or Collateral Agent; (b) . Each Borrower shall conduct or cause to be conducted (in a manner consistent with the requirements for the physical measurement count of the Inventory in connection with the Borrowers’ ' annual audit conducted by the Auditors) a physical measurement count of the Inventory and, if requested by the Administrative Agent or Collateral Agent, a copy of such measurement count shall be promptly supplied to the Administrative Agent or Collateral Agent accompanied by a report of the value (valued at average costFIFO) of such Inventory; (c) upon . Upon the occurrence and during the continuance of an Event of Default, each Borrower shall conduct such a physical measurement count of the Inventory at such other times and as of such other dates as the Administrative Agent or Collateral Agent shall reasonably request; and (d) if any Inventory of a Borrower is at any time hereafter stored or located at any warehouse not owned or leased by such Borrower, promptly, upon the Administrative Agent's request, deliver to such warehouseman notification of the Administrative Agent’s Lien on such Inventory and shall take such other steps as the Administrative Agent reasonably requires to perfect its Lien thereon. In addition to, and not in limitation of, the foregoing, at any time and from time to time the Administrative Agent or Collateral Agent may conduct (or engage third parties to conduct) such field examinations, appraisals, verifications and evaluations of the Collateral as the Administrative Agent or Collateral Agent shall deem necessary or appropriate in the exercise of its sole discretion and shall provide copies of such examinations, appraisals, verifications and evaluations to the Lenders; providedPROVIDED, that, so long as an Event of Default shall not have occurred and be continuing or so long as Availability has not fallen below $40.0 million for more than three (3) consecutive Business Days, the Administrative Agent and Collateral Agent shall not conduct (or engage third parties to conduct) field examinations, appraisals, verifications and evaluations of the Collateral more than once in any Fiscal Year. If any Inventory of a Borrower is at any time hereafter stored or located at any warehouse not owned or leased by such Borrower, then such Borrower shall promptly deliver to such warehouseman notification of the Agent's Lien on such Inventory and shall take such other steps as the Agent reasonably requires to perfect its Liens thereon.