Collateral Monitoring and Review. At any reasonable time upon reasonable notice and upon the reasonable request of the Administrative Agent, permit the Administrative Agent or any of its agents or representatives or professionals (including internal and third party consultants, accountants and appraisers) retained by the Administrative Agent or its professionals to visit the properties of the Borrower and its Subsidiaries, to confer with officers and representatives of the Borrower and the Guarantors, to conduct evaluations and appraisals of and to monitor (i) the Collateral, (ii) the Borrower’s practices in the computation of the Borrowing Base and (iii) the assets included in the Borrowing Base, and pay the reasonable fees and expenses in connection therewith (including the reasonable and customary fees and expenses associated with JPMorgan and CUSA, as forth in Section 10.05). In connection with any collateral monitoring or review and appraisal relating to the computation of the Borrowing Base, the Borrower shall make such modifications and adjustments to the Borrowing Base or the computation thereof as the Administrative Agent shall reasonably require upon at least 10 days written notice (it being understood that no such notice is required during the continuance of an Event of Default) based upon the terms of this Agreement and results of such collateral monitoring, review or appraisal (which modifications and adjustments may include maintaining additional reserves, modifying the advance rates or modifying the eligibility criteria for components of the Borrowing Base to the extent reasonably required by the Administrative Agent).
Collateral Monitoring and Review. Upon the request of the Agent, any Co-Collateral Agent, or the Required Lenders, after reasonable notice and during normal business hours, permit the Agent, the Co-Collateral Agents or professionals (including, consultants, accountants, and/or appraisers) retained by the Co-Collateral Agents to conduct appraisals, commercial finance examinations and other evaluations, including, without limitation, of (i) the Loan Parties’ practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, related to the calculation of the Borrowing Base. The Borrowers shall pay the reasonable out-of-pocket fees and expenses of the Agent and the Co-Collateral Agents (including, without limitation, the reasonable charges of professionals) in connection with one inventory appraisal and one commercial finance examination each fiscal year (which the Agent and Co-Collateral Agents shall be obligated to undertake for the benefit of the Credit Parties), provided, however, notwithstanding the foregoing, (x) if Capped Excess Availability is at any time less than 40% of the Line Cap, the Agent and the Co-Collateral Agents may, in their discretion, undertake a second inventory appraisal and second commercial finance examination in a given fiscal year at such time at the Borrowers’ expense, and (y) if Capped Excess Availability is at any time less than 15% of the Line Cap, or a Default or an Event of Default has occurred and is continuing, the Agent and the Co-Collateral Agents may in their discretion, undertake up to three inventory appraisals and three commercial finance examinations each fiscal year at the Borrowers’ expense. Notwithstanding the foregoing, the Agent and the Co-Collateral Agents may cause (i) additional appraisals and commercial finance examinations to be undertaken (A) as each in its Permitted Discretion deems necessary or appropriate, at its own expense or, (B) if required by applicable law, at the expense of the Borrowers. In connection with any inventory appraisal and commercial finance examination relating to the computation of the Borrowing Base, Holdings shall make such adjustments to the calculation of the Borrowing Base as the Agent shall, after the expiration of the Reserve Notice Period, reasonably require in its Permitted Discretion based upon the terms of this Agreement and the results of such inventory appraisa...
Collateral Monitoring and Review. Upon the request of the Required L/C Lenders, after reasonable notice and during normal business hours, permit the Agent or professionals (including, consultants, accountants, and/or appraisers) retained by the Agent to conduct appraisals, commercial finance examinations and other evaluations, including, without limitation, of (i) the Loan Parties’ practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, related to the calculation of the Borrowing Base. The Borrowers shall pay the reasonable out-of-pocket fees and expenses of the Agent (including, without limitation, the reasonable charges of professionals) in connection with two inventory appraisals and two commercial finance examinations each fiscal year (which the Agent shall be obligated to undertake for the benefit of the Credit Parties), in each case to the extent requested by the Required L/C Lenders. Notwithstanding the foregoing, the Agent may cause (i) additional appraisals and commercial finance examinations to be undertaken (A) as it in its Permitted Discretion deems necessary or appropriate, at its own expense, and (B) if required by applicable law or if a Default or an Event of Default has occurred and is continuing, in each case, at the expense of the Borrowers. Any inventory appraisal or commercial finance examination requested by the Agent shall be scheduled at such time as the Agent, in consultation with the Borrowers, may agree in order to minimize any disruption to the conduct of the Borrowers’ business.
Collateral Monitoring and Review. At any time (but if no Event of Default has occurred and is continuing, not more than once per calendar year) upon the reasonable request of the U.S. Agent, permit each Agent or professionals (including, without limitation, internal and third party consultants, accountants and appraisers) retained by such Agent or its professionals to conduct evaluations and appraisals (and issue reports in respect thereof) of (i) the Borrowers’ practices in the computation of the U.S. Borrowing Base and Canadian Borrowing Base and (ii) the assets included in the U.S. Borrowing Base and Canadian Borrowing Base, and pay the reasonable fees and expenses in connection therewith (including, without limitation, the reasonable and customary fees and expenses associated with such reviews, as forth in Section 10.04).
Collateral Monitoring and Review. Each Loan Party will, at any time upon the reasonable request of the Agent, permit the Agent or professionals (including, without limitation, internal and third party consultants, accountants and appraisers) retained by the Agent or its professionals to conduct evaluations and appraisals of (1) the Borrower’s practices in the computation of the Borrowing Base and (2) the assets included in the Borrowing Base, and pay the reasonable fees and expenses in connection therewith; provided that (x) so long as Net Domestic Availability exceeds the Monitoring Trigger Amount and no Significant Event of Default shall have occurred and be continuing, such evaluations and appraisals shall be conducted no more frequently than annually and (y) during any twelve-month period in which Net Domestic Availability falls below the Monitoring Trigger Amount such evaluations and appraisals shall be conducted no more frequently than semi-annually (unless a Significant Event of Default shall have occurred and be continuing). In connection with any collateral monitoring or review and appraisal relating to the computation of the Borrowing Base, the Borrower shall make such adjustments to the Borrowing Base as the Agent shall reasonably require based upon the terms of this Agreement and results of such collateral monitoring, review or appraisal.
Collateral Monitoring and Review. At any time upon the request of the Agent or the Required Lenders through the Agent, permit the Agent or professionals (including consultants, accountants and appraisers) retained by the Agent or its professionals to conduct evaluations and appraisals of (i) the Borrower's practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base, and pay the reasonable fees and expenses in connection therewith (including, without limitation, the reasonable and customary fees and expenses associated with the Agent's review of the Collateral). In connection with any collateral monitoring or review and appraisal relating to the computation of the Borrowing Base, the Borrower shall make such adjustments to the Borrowing Base as the Agent shall reasonably require based upon the terms of this Agreement and results of such collateral monitoring, review or appraisal.
Collateral Monitoring and Review. Following the execution and delivery of the Borrowing Base Amendment, at any time upon the reasonable request of the Agent, permit the Agent or professionals (including, without limitation, internal and third party consultants, accountants and appraisers) retained by the Agent or its professionals to conduct evaluations and appraisals of (i) the Borrower's practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base, and pay the reasonable fees and expenses in connection therewith (including, without limitation, the reasonable and customary fees and expenses associated with Chase Business Credit, as set forth in Section 10.05). In connection with any collateral monitoring or review and appraisal relating to the computation of the Borrowing Base, the Borrower shall make such adjustments to the Borrowing Base as the Agent shall reasonably require based upon the terms of this Agreement and results of such collateral monitoring, review or appraisal.
Collateral Monitoring and Review. At any time prior to the Collateral Release Date, upon the request of the Required Lenders and upon reasonable notice, permit the Agent or professionals (including consultants, accountants and/or appraisers) retained by the Agent to conduct evaluations and/or appraisals of (i) the Loan Parties' practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base, and pay the reasonable fees and expenses in connection therewith (including the reasonable and customary fees and expenses associated with the Agent's IB ABL Portfolio Management Group), provided that if no Default or Event of Default shall exist and be continuing, the Borrowers shall only be required to pay the fees and expenses associated with one such evaluation and one such appraisal per fiscal year. In connection with any collateral monitoring or review and appraisals relating to the computation of the Borrowing Base, Holdings shall make such adjustments to the calculation of the Borrowing Base as the Agent shall, on 5 days notice, reasonably require in its Permitted Discretion based upon the terms of this Agreement and the results of such collateral monitoring, review and appraisal.
Collateral Monitoring and Review. Following the execution and delivery of the Borrowing Base Amendment, at any time upon the reasonable request of the Collateral Agent and upon reasonable notice, permit the Agents, the Collateral Agent or their professionals (including consultants, accountants and appraisers) to conduct evaluations and appraisals of (i) the Borrower's and/or the Guarantors' practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base, and pay the reasonable fees and expenses in connection therewith (including, without limitation, the reasonable and customary fees and expenses associated with the Agents' or the Collateral Agent's collateral agent services or control group). In connection with any collateral monitoring or review and appraisal relating to the computation of the Borrowing Base, the Borrower shall make such adjustments to the Borrowing Base as either Agent (in consultation with the other Agent) and the Collateral Agent shall reasonably require based upon the terms of this Agreement and results of such collateral monitoring, review or appraisal.
Collateral Monitoring and Review. At any time upon the request of Administrative Agent and, so long as no Event of Default then exists, upon reasonable prior notice to Borrower, each Credit Party shall permit (i) Administrative Agent and any Consultants to review and evaluate Borrower's practices in the computation of the Borrowing Base, including a field audit exam and (ii) Abacus, or other appraisers retained by Administrative Agent after consultation with Co-Syndication Agents and Borrower (it being understood and agreed that the consent of Borrower to the appointment of such new appraiser is not required), to conduct appraisals of (and make test verifications and counts with respect to) the assets included in the Borrowing Base and pay the reasonable fees and out-of-pocket expenses in connection with each of clauses (i) and (ii) hereof; provided that so long as no Event of Default has occurred and is continuing, Administrative Agent shall not order, at Borrower's expense, appraisals more often than once per Fiscal Quarter during the period from the Closing Date through the first anniversary thereof, and thereafter, not more frequently than every six months. In connection with any collateral monitoring or review and appraisal relating to the computation of the Borrowing Base, Borrower shall make such adjustments to the Borrowing Base as Administrative Agent shall reasonably require based upon and subject to the terms of this Agreement as a result of such collateral monitoring, review or appraisal.
