Common use of Field Examinations and Appraisals Clause in Contracts

Field Examinations and Appraisals. (a) On not more than one occasion during any 12-month period, at the request of the Collateral Agent, the Loan Parties will permit, upon reasonable notice and during normal business hours, the Collateral Agent (or its designee) to conduct a field examination of the Collateral included in the Borrowing Base and related reporting and control systems. Notwithstanding the foregoing, (i) an additional field exam may be conducted during any 12-month period in which Specified Excess Availability for three consecutive business days has been less than or equal to the lesser of (x) $70,000,000 and (y) 10% of the Maximum Borrowing Amount and (ii) if a Specified Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of field examinations and the number and frequency of field examinations shall be at the Permitted Discretion of the Collateral Agent. For purposes of this Section 5.23, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties and their assets. All such field examinations by the Collateral Agent (or its designee) shall be at the sole expense of the Loan Parties. (b) On one occasion during each 12-month period, the Loan Parties will provide the Collateral Agent with an appraisal of their Inventory (or update thereof) from an appraiser selected and engaged by the Collateral Agent, and prepared on a basis reasonably satisfactory to the Collateral Agent, such appraisal or update to include, without limitation, information required by applicable law and regulations. Notwithstanding the foregoing, (i) an additional inventory appraisal may be conducted during any 12-month period in which Specified Excess Availability for three consecutive business days has been less than or equal to the lesser of (x) $70,000,000 and (y) 10% of the Maximum Borrowing Amount and (ii) if a Specified Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of appraisals (or updates thereof) and the number and frequency of appraisals (or updates thereof) shall be at the Permitted Discretion of the Collateral Agent. For purposes of this Section 5.23, it is understood and agreed that a single appraisal (or update thereof) may be conducted at multiple relevant sites and involve one or more Loan Parties and their assets. All such appraisals and updates thereof shall be at the sole expense of the Loan Parties.

Field Examinations and Appraisals. (a) On not more than one occasion during any 12-month period, at the request of the Collateral Administrative Agent, the Loan Parties will permit, upon reasonable notice and during normal business hours, the Collateral Administrative Agent (or its designee) to conduct a field examination of the Collateral included in the Borrowing Base and related reporting and control systems. Notwithstanding the foregoing, if at any time Availability has for three consecutive Business Days been less than the greater of (iA) an additional 25% of the lesser of (1) the Aggregate Revolving Commitment then in effect and (2) the Borrowing Base then in effect, and (B) $100,000,000, two field exam may examinations shall be conducted permitted during any the 12-month period in which Specified Excess Availability for three consecutive business days has been less than or equal to the lesser of (x) $70,000,000 and (y) 10% of the Maximum Borrowing Amount and (ii) commencing on such third Business Day; provided that, if a Specified an Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of field examinations and but the number and or frequency of field examinations shall be at the Permitted Discretion of the Collateral Administrative Agent. For purposes of this Section 5.235.15, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties and their assets. All such field examinations by the Collateral Administrative Agent (or its designee) shall be at the sole expense of the Loan Parties. (b) On not more than one occasion during each any 12-month period, at the request of the Administrative Agent, the Loan Parties will provide the Collateral Administrative Agent with an appraisal of their Inventory (or update thereof) of their Inventory from an appraiser selected and engaged by the Collateral Administrative Agent, and prepared on a basis reasonably satisfactory to the Collateral Administrative Agent, such appraisal or and update to include, without limitation, information required by applicable law and regulations. Notwithstanding the foregoing, if at any time Availability has for three consecutive Business Days been less than the greater of (iA) an additional inventory appraisal may 25% of the lesser of (1) the Aggregate Revolving Commitment then in effect and (2) the Borrowing Base then in effect, and (B) $100,000,000 the Administrative Agent shall be conducted permitted to request, and the Loan Parties will provide, two appraisals (or updates thereof) during any the 12-month period in which Specified Excess Availability for three consecutive business days has been less than or equal to the lesser of (x) $70,000,000 and (y) 10% of the Maximum Borrowing Amount and (ii) commencing on such third Business Day; provided that, if a Specified an Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of appraisals (or updates thereof) and but the number and or frequency of appraisals (or updates thereof) shall be at the Permitted Discretion of the Collateral Administrative Agent. For purposes of this Section 5.235.15, it is understood and agreed that a single appraisal (or update thereof) may be conducted at multiple relevant sites and involve one or more Loan Parties and their assets. All such appraisals and updates thereof shall be at the sole expense of the Loan Parties.

Field Examinations and Appraisals. (a) The Company will complete an Acceptable Appraisal and Field Exam as promptly as practicable following the Restatement Effective Date and in any event within 90 days after the date on which the Company and its Consolidated Subsidiaries are permitted to reopen 80% of their retail and warehouse locations in the United States and Canada under applicable law (it being understood that the occurrence of such 80% reopening shall not be required in order to commence work on an Acceptable Appraisal and Field Exam). (b) On not more than one occasion during any 12-month periodperiod (it being understood that the Acceptable Appraisal and Field Exam shall constitute one such occasion), at the request of the Collateral Agent, the Loan Parties will permit, upon reasonable notice and during normal business hours, the Collateral Agent (or its designee) to conduct a field examination of the Collateral included in the Borrowing Base and related reporting and control systems. Notwithstanding the foregoing, (i) an additional field exam may be conducted during any 12-month period in which Specified Excess Availability for three consecutive business days has been less than or equal to the lesser of (x) $70,000,000 and (y) 10% of the Maximum Borrowing Amount and (ii) if a Specified Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of field examinations and the number and frequency of field examinations shall be at the Permitted Discretion of the Collateral Agent. For purposes of this Section 5.23, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties and their assets. All such field examinations by the Collateral Agent (or its designee) shall be at the sole expense of the Loan Parties. (bc) On one occasion during each 12-month periodperiod (or, in the case of the 12-month period beginning on the Restatement Effective Date, on two occasions (it being understood that the Acceptable Appraisal and Field Exam shall constitute one such occasion)), the Loan Parties will provide the Collateral Agent with an appraisal of their Inventory (or update thereof) from an appraiser selected and engaged by the Collateral Agent, and prepared on a basis reasonably satisfactory to the Collateral Agent, such appraisal or update to include, without limitation, information required by applicable law and regulations. Notwithstanding the foregoing, (i) an additional inventory appraisal may be conducted during any 12-month period in which Specified Excess Availability for three consecutive business days has been less than or equal to the lesser of (x) $70,000,000 and (y) 10% of the Maximum Borrowing Amount and (ii) if a Specified Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of appraisals (or updates thereof) and the number and frequency of appraisals (or updates thereof) shall be at the Permitted Discretion of the Collateral Agent. For purposes of this Section 5.23, it is understood and agreed that a single appraisal (or update thereof) may be conducted at multiple relevant sites and involve one or more Loan Parties and their assets. All such appraisals and updates thereof shall be at the sole expense of the Loan Parties.

Field Examinations and Appraisals. (a) On not more than one occasion during any 12-month period, at the request of the Collateral Agent, the Loan Parties will permit, upon reasonable notice and during normal business hours, the Collateral Agent (or its designee) to conduct a field examination of the Collateral included in the Borrowing Base and related reporting and control systems. Notwithstanding the foregoing, (i) an additional field exam may be conducted during any 12-month period in which Specified Excess Availability for three consecutive business days has been is less than or equal to the lesser of (x) $70,000,000 and (y) 10% of the Maximum Borrowing Amount and (ii) if a Specified Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of field examinations and the number and frequency of field examinations shall be at the Permitted Discretion of the Collateral Agent. For purposes of this Section 5.23, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties and their assets. All such field examinations by the Collateral Agent (or its designee) shall be at the sole expense of the Loan Parties. (b) On one occasion during each 12-month period, the Loan Parties will provide the Collateral Agent with an appraisal of their Inventory (or update thereof) from an appraiser selected and engaged by the Collateral Agent, and prepared on a basis reasonably satisfactory to the Collateral Agent, such appraisal or update to include, without limitation, information required by applicable law and regulations. Notwithstanding the foregoing, (i) an additional inventory appraisal may be conducted during any 12-month period in which Specified Excess Availability for three consecutive business days has been is less than or equal to the lesser of (x) $70,000,000 and (y) 10% of the Maximum Borrowing Amount and (ii) if a Specified Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of appraisals (or updates thereof) and the number and frequency of appraisals (or updates thereof) shall be at the Permitted Discretion of the Collateral Agent. For purposes of this Section 5.23, it is understood and agreed that a single appraisal (or update thereof) may be conducted at multiple relevant sites and involve one or more Loan Parties and their assets. All such appraisals and updates thereof shall be at the sole expense of the Loan Parties.

Field Examinations and Appraisals. The Borrower shall, and shall cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent (aincluding any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) On not more than one occasion during to, upon written reasonable notice to the Borrower, conduct field examinations and appraisals (excluding real estate appraisals, physical inspection reports and engineering reports) (any 12-month periodsuch evaluation or appraisal, at the request a “Borrowing Base Review”) of the Collateral Agent, the Loan Parties will permit, upon reasonable notice and during normal business hours, the Collateral Agent (or its designee) to conduct a field examination of the Collateral assets included in the Borrowing Base and related reporting the Borrower’s computation of the Borrowing Base and control systems. Notwithstanding such other assets and other financial information and properties of the foregoingBorrower or its Subsidiaries as the Co-Collateral Agents may reasonably require; provided, that not more than one Borrowing Base Review shall be required in each calendar year at the Borrower’s expense; provided, further, that (i) an additional field exam may be conducted during any 12-month period in which Specified if the Borrower for at least three (3) consecutive Business Days fails to maintain Excess Availability for three consecutive business days has been less than or at least equal to the lesser greater of (xA) $70,000,000 and fifteen percent (y15.0%) 10% of the Maximum Borrowing Amount and (B) $9,000,000, one additional Borrowing Base Review shall be permitted during such calendar year at the Borrower’s expense, (ii) if one additional Borrowing Base Review shall be permitted within six months of the Spin-Off at the Borrower’s expense and (iii) at any time a Specified ABL Event of Default has occurred and is continuing, there at the request of the Co-Collateral Agents, an unlimited number of Borrowing Base Reviews shall be no limitation on the number or frequency of field examinations and the number and frequency of field examinations permitted during such calendar year. Borrowing Base Reviews shall be at the Permitted Discretion of the Collateral Agent. For purposes of this Section 5.23, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties and their assets. All such field examinations by the Collateral Agent (or its designee) shall be at the sole expense of the Loan Parties. (b) On one occasion during each 12-month period, the Loan Parties will provide the Collateral Agent with an appraisal of their Inventory (or update thereof) from an appraiser selected and engaged by the Collateral Agent, and prepared on a basis reasonably satisfactory to the Collateral Agent, such appraisal or update to include, without limitation, information required by applicable law and regulations. Notwithstanding the foregoing, (i) an additional inventory appraisal may be conducted during any 12-month period in which Specified Excess Availability for three consecutive regular business days has been less than or equal hours. Subject to the lesser terms of (x) $70,000,000 this Agreement, the Borrower agrees to, and (y) 10% shall cause each of its Subsidiaries to, modify or adjust the computation of the Maximum Borrowing Amount and Base (ii) if a Specified Event of Default has occurred and is continuing, there shall be no limitation on which may include maintaining additional Reserves or modifying the number or frequency of appraisals (or updates thereof) and eligibility criteria for the number and frequency of appraisals (or updates thereof) shall be at the Permitted Discretion components of the Borrowing Base) to the extent reasonably required by the Co-Collateral AgentAgents or the Requisite Lenders as a result of any such Borrowing Base Review. For purposes The Borrower shall pay the reasonable and documented out-of-pocket costs and expenses of this Section 5.23, it is understood any such representatives retained by the Administrative Agent (including internally allocated fees and agreed that a single appraisal (or update thereof) may be conducted at multiple relevant sites and involve one or more Loan Parties and their assets. All such appraisals and updates thereof shall be at the sole expense expenses of employees of the Loan PartiesAdministrative Agent) as to which invoices (together with supporting backup documentation) have been furnished to conduct any such evaluation or appraisal.