Common use of Collateral Monitoring and Review Clause in Contracts

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 Uncapped Excess Availability is less than 25% of the Borrowing Base, 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 appraisal and commercial finance examination. Any inventory appraisal or commercial finance examination requested by the Agent or any Co-Collateral Agent shall be scheduled at such time as the Co-Collateral Agents, in consultation with the Borrowers, may agree in order to minimize any disruption to the conduct of the Borrowers’ business.

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 Uncapped Capped Excess Availability is at any time less than 2515% of the Borrowing BaseLine 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 appraisal and commercial finance examination. Any inventory appraisal or commercial finance examination requested by the Agent or any Co-Collateral Agent shall be scheduled at such time as the Co-Collateral Agents, in consultation with the Borrowers, may agree in order to minimize any disruption to the conduct of the Borrowers’ business.

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 two inventory appraisal appraisals and one two commercial finance examination examinations 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 4015% 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 Uncapped Excess Availability is less than 25% of the Borrowing Base, 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 orexpense, and (B) if required by applicable lawlaw or if a Default or an Event of Default has occurred and is continuing, in each case, 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 appraisal and commercial finance examination. Any inventory appraisal or commercial finance examination requested by the Agent or any Co-Collateral Agent shall be scheduled at such time as the Co-Collateral Agents, in consultation with the Borrowers, may agree in order to minimize any disruption to the conduct of the Borrowers’ business.

Collateral Monitoring and Review. Upon the request of the Agent, any Co-Collateral Agent, Agent or the Required Lenders, after reasonable notice and during normal business hours, permit the Agent, the Co-Collateral Agents Agent or professionals (including, consultants, accountants, and/or appraisers) retained by the Co-Collateral Agents 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 Borrower 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 (i) one inventory appraisal and one commercial finance examination each fiscal year (which the Agent and Co-Collateral Agents shall be obligated conducted by Great American Group Advisory & Valuations Services or such other appraisers and examiners reasonably satisfactory to undertake for Agent (provided that any such appraisal conducted by (or on behalf of) Xxxxx Fargo Capital Finance Corporation Canada, as agent under the benefit ABL Credit Agreement that is provided to Agent shall satisfy this condition) and (ii) one appraisal of the Credit PartiesQualifying Real Estate each fiscal year (which shall be conducted by appraisers and examiners reasonably satisfactory to Agent), provided, however, notwithstanding the foregoing, (x) if Capped ABL Excess Availability is at any time less than 40or equal to 65% of the ABL Line Cap but greater than 20% of the ABL Line Cap, the Agent and the Co-Collateral Agents may, in their its discretion, undertake a second inventory appraisal and second commercial finance examination in a given fiscal year at such time at the Borrowers’ expense, Borrower’s expense and (y) if Uncapped ABL Excess Availability is less than 25or equal to 20% of the Borrowing Base, or a Default or an Event of Default has occurred and is continuingABL Line Cap, the Agent and the Co-Collateral Agents may in their its discretion, undertake up to three inventory appraisals and appraisals, three commercial finance examinations and one additional appraisal of the Qualifying Real Estate in each fiscal year at the Borrowers’ Borrower’s expense. Notwithstanding the foregoing, the Agent and the Co-Collateral Agents may cause (i) additional appraisals (including of Qualifying Real Estate) and commercial finance examinations to be undertaken (A) as each it in its Permitted Discretion deems necessary or appropriate, at its own expense or, (B) if any Event of Default has occurred and is continuing or if required by applicable law, at the expense of the BorrowersBorrower. In connection with any inventory appraisal, Qualifying Real Estate appraisal and commercial finance examination relating to the computation of the Borrowing Base, Holdings the Borrower 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 appraisal and commercial finance examination. Any inventory appraisal or commercial finance examination requested by the Agent or any Co-Collateral Agent shall be scheduled at such time as the Co-Collateral AgentsAgent, in consultation with the BorrowersBorrower, may agree in order to minimize any disruption to the conduct of the Borrowers’ Borrower’s business.

Collateral Monitoring and Review. Upon the request of the Agent, any Co-Collateral Agent, Agent or the Required Lenders, after reasonable notice and during normal business hours, permit the Agent, the Co-Collateral Agents Agent or professionals (including, consultants, accountants, and/or appraisers) retained by the Co-Collateral Agents 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 Borrower shall pay the reasonable out-of-pocket fees and expenses of the Agent and the Co-Collateral Agents to the extent provided in the Co-Collateral Agent Rights Letter (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 40or equal to 65% of the Line Cap but greater than 20% of the Line Cap, the Agent and the Co-Collateral Agents may, in their its discretion, undertake a second inventory appraisal and second commercial finance examination in a given fiscal year at such time at the Borrowers’ Borrower’s expense, and (y) if Uncapped Excess Availability is less than 25or equal to 20% of the Borrowing Base, or a Default or an Event of Default has occurred and is continuingLine Cap, the Agent and the Co-Collateral Agents may in their its discretion, undertake up to three inventory appraisals and three commercial finance examinations each fiscal year at the Borrowers’ Borrower’s 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 it in its Permitted Discretion deems necessary or appropriate, at its own expense or, (B) if any Event of Default has occurred and is continuing or if required by applicable law, at the expense of the BorrowersBorrower. In connection with any inventory appraisal and commercial finance examination relating to the computation of the Borrowing Base, Holdings the Borrower 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 appraisal and commercial finance examination. Any inventory appraisal or commercial finance examination requested by the Agent or any Co-Collateral Agent shall be scheduled at such time as the Co-Collateral AgentsAgent, in consultation with the BorrowersBorrower, may agree in order to minimize any disruption to the conduct of the Borrowers’ Borrower’s business.