Field Examinations; Appraisals. Once during each Fiscal Year of the Borrower and, at any time a Default, or Event of Default or Borrowing Availability Limitation exists, at such other times as the Administrative Agent may request, (x) an appraisal of the Inventory of the Borrower and its Subsidiaries and (y) a collateral examination of the Inventory and receivables of the Borrower and its Subsidiaries, in each case, in scope, and from a third-party appraiser and a third-party consultant, respectively, satisfactory to the Collateral Agent and completed at the cost and expense of the Borrower.
Field Examinations; Appraisals. The Borrower Agent and each other Borrower shall cooperate with the Administrative Agent to enable the Administrative Agent to conduct (x) an appraisal of the Inventory of the Borrowers and (y) a collateral and field examination of the Borrowers, in each case, the need for which shall be reasonably determined by Administrative Agent and which evaluation shall be undertaken by Administrative Agent or for Administrative Agent’s benefit, and at the sole cost and expense of the Borrowers, and the results of such appraisal and collateral examination shall be in form and scope reasonably satisfactory to the Administrative Agent; provided however that so long as no Event of Default is continuing, the Borrowers shall not be liable for the costs and expenses of more than (i) one appraisal in any Fiscal Year and (ii) two collateral and field examination in any Fiscal Year. In addition to the foregoing, the Administrative Agent may request no more than once during each Fiscal Year of the Borrower Agent an appraisal of the Net Orderly Liquidation Value of Eligible Inventory contributing to the Borrowing Base, at the sole cost and expense of the Borrowers.
Field Examinations; Appraisals. Upon the request of the Security Agent (acting in consultation with the Co-Collateral Agents) (x) two appraisals of Inventory of the Qualified Obligors during each Fiscal Year and (y) two collateral examinations of the Inventory and Accounts of the Qualified Obligors in each Fiscal Year, in each case, in scope reasonably satisfactory to the Administrative Agent, and from a third-party appraiser and a third-party consultant reasonably satisfactory to the Administrative Agent, and completed at the cost of the Obligors; provided, that (I) during any period (i) commencing on the date on which Excess Availability is less than or equal to the greater of (A) £19,000,000 and (B) 17.5% of the lesser of (a) the Borrowing Base at such time and (b) the Total Commitments then in effect and (ii) ending on the first date thereafter on which Excess Availability has been greater than the greater of (A) £19,000,000 and (B) 17.5% of the lesser of (a) the Borrowing Base at such time and (b) the Total Commitments then in effect for 30 consecutive days, the Security Agent may request one additional request in respect of each of clauses (x) and (y) above and (II) during any period during which a Default under Section 11.01(a) and 11.01(e) or an Event of Default is in existence, the Security Agent may make unlimited additional requests in respect of clauses (x) and (y) above, in each case, as the Security Agent (acting in consultation with the Co-Collateral 120 Agents) in its reasonable discretion determines are necessary or appropriate, in each case at the cost of the Obligors.
Field Examinations; Appraisals. Upon the request of Xxxxxx after reasonable prior notice to any Borrower, each Borrower will permit Lender or a firm engaged by Xxxxxx for such purpose to (a) conduct field examinations, including with respect to such Borrower’s practices in the calculation of the Borrowing Base and the assets included in the Borrowing Base ACTIVE 683704526v8 40 and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, provided, that, commencing after the Closing Date, (i) Lender shall not conduct, at the expense of a Borrower, more than (A) one field examination in any 12 month period so long as Excess Availability during such 12 month period is at all times not less than 15% of the Maximum Credit, or (B) two field examinations in any 12 month period if Excess Availability during such 12 month period is at any time less than such amount, (ii) Lender may conduct, at the expense of a Borrower, such other field examinations as Lender may request at any time as may be required by law or regulation, in connection with a Permitted Acquisition, or when an Event of Default exists, and (iii) Lender may conduct additional field examinations at any time at its own expense and (b) conduct appraisals of the Collateral in form, scope and methodology acceptable to Lender, provided, that, (i) Lender shall not conduct, at the expense of a Borrower, more than (A) one appraisal of the inventory in any 12 month period so long as Excess Availability during such 12 month period is at all times not less than 20% of the Maximum Credit, or (B) two appraisals in any 12 month period if Excess Availability during such 12 month period is at any time less than such amount, (ii) Lender may conduct, at the expense of a Borrower, such other appraisals as Lender may request at any time as required by law or regulation, in connection with a Permitted Acquisition, or when an Event of Default exists, and (iii) Lender may conduct additional appraisals at any time at its own expense. Upon the request of Xxxxxx, after reasonable prior notice to a Borrower when no Event of Default exists, as part of any field examination or at other reasonable times during normal business hours when no Event of Default exists or such other times as Lender may request otherwise, each Loan Party will permit representatives and other professionals (including investment bankers, consultants, accountants, and lawyers) engaged by Xxxxxx for such purpose to visit and inspect a...
Field Examinations; Appraisals. (i) In the case of succeeding sub-clause (A), once during each Fiscal Year of the Borrowers, (ii) in the case of succeeding sub-clause (B), once during each Fiscal Year of the Borrowers, (iii) in the case of either sub-clause (A) or (B) at any time that a Dominion Period is in effect, twice during each Fiscal Year of the Borrowers and (iv) in the case of either sub-clause (A) or (B) at any time that any Default or Event of Default exists, as often as the Administrative Agent may request, (A) an appraisal of the Inventory of the Borrowers and (B) collateral examination of the Inventory and Accounts and related accounts of the Borrowers, in each case, in scope, and from a third-party appraiser and a third-party consultant, respectively, reasonably satisfactory to the Administrative Agent and the Company and at the sole cost and expense of the Borrowers, and the results of such appraisal and collateral examination shall be in form, scope and substance reasonably satisfactory to the Administrative Agent. In addition, at the time of, or as promptly as practicable following, consummation of any Permitted Acquisition in which the net book value of all Accounts (excluding Accounts owing by Visa, MasterCard, American Express Company or Discover) and Inventory located in the United States acquired by one or more Borrowers pursuant to, and (without duplication) of all Persons acquired pursuant to the respective Permitted Acquisition who are or will become Borrowers following, such Permitted Acquisition exceeds $7,500,000, the Borrowers shall cause to be delivered to the Administrative Agent an appraisal and collateral examination as described in clauses (A) and (B) of the immediately preceding sentence, meeting all of the requirements following said clauses and at the sole cost and expense of the Borrowers, in each case in form, scope and substance reasonably satisfactory to the Administrative Agent, covering the business and assets acquired (or owned by Persons acquired) pursuant to the respective Permitted Acquisition; provided, that if such appraisal and collateral examination is not delivered within 90 days after the date of the respective Permitted Acquisition, such failure shall not constitute a Default or Event of Default hereunder, but shall result in the immediate exclusion of all assets so acquired (or of Persons so acquired) from the Borrowing Base until a satisfactory such appraisal and collateral examination is delivered to the Administrative Agent.
Field Examinations; Appraisals. (i) In the case of succeeding sub-clause (x), one time during each fiscal year of the Company (or, at any time that Excess Availability is less than 15.0% of the Total Revolving Loan Commitment at such time, two times in each fiscal year of the Company), (ii) in the case of succeeding sub-clause (y), one time in each fiscal year of the Company (or, at any time that Excess Availability is less than 15.0% of the Total Revolving Loan Commitment at such time, two times in each fiscal year of the Company), and (iii) in the case of either succeeding sub-clause (x) or (y) at any time that any Event of Default exists, as often as the Administrative Agent may reasonably require, (x) an appraisal of the Inventory of the U.S. Borrowers and (y) a collateral examination of (A) the Inventory of the U.S. Borrowers and (B) Accounts and related accounts of the Borrowers, in each case, in scope, and from a third-party appraiser and a third-party consultant, respectively, reasonably satisfactory to the Administrative Agent and at the sole cost and expense of the Company, and the results of such appraisal and collateral examination shall be in form and scope reasonably satisfactory to the Administrative Agent and the Collateral Agent; provided, however, at any time that less than 10% of the U.S. Borrowing Base is attributable to Eligible Inventory of the U.S. Borrowers, the Administrative Agent shall be permitted, in its sole discretion, to waive any obligation to deliver Inventory appraisals.
Field Examinations; Appraisals. Without limiting the generality of Section 6.6(a), but subject to the Disclosure Exceptions, the Administrative Agent (i) shall conduct one commercial field examination per 12-month period of the Loan Parties, the Collateral, and such other matters as the Administrative Agent shall deem appropriate in its Permitted Discretion, at the Borrowers’ expense, (ii) may conduct (A) one additional field examination during the first 12 months after the Closing Date, at the Borrowers’ expense, (B) one additional field examination per 12-month period, at the Borrowers’ expense, if a Collateral Administration Trigger Period has occurred and is continuing, (C) one additional field examination per 12-month period, at the Lenders’ expense, and (D) such additional field examinations, at the Borrowers’ expense, as the Administrative Agent shall require if an Event of Default has occurred and is continuing, which field examinations may be conducted by employees of the Administrative Agent or by third parties engaged by the Administrative Agent, (iii) shall obtain one appraisal per 12-month period of the Inventory of the Loan Parties, at the Borrowers’ expense, and (iv) may obtain (A) one additional Inventory appraisal during the first 12 months after the Closing Date, at the Borrowers’ expense, (B) one additional Inventory appraisal per 12-month period, at the Borrowers’ expense, if a Collateral Administration Trigger Period has occurred and is continuing, (C) one additional Inventory appraisal per 12-month period, at the Lenders’ expense, and (D) such additional Inventory appraisals, at the Borrowers’ expense, as the Administrative Agent shall require if an Event of Default has occurred and is continuing, which appraisals may be conducted by employees of the Administrative Agent or by third parties engaged by the Administrative Agent. 110
Field Examinations; Appraisals. As of the Fourth Amendment Effective Date, the Administrative Agent may request (i) an appraisal of the Inventory of the Borrowers (an “Appraisal”) or (ii) a collateral examination of the Inventory and Accounts and related accounts of the Borrowers (a “Field Exam”), in each case, in scope, and from a third-party appraiser and a third-party consultant, respectively, reasonably satisfactory to the Administrative Agent and the Company and at the sole cost and expense of the Borrowers, and the results of such appraisal and collateral examination shall be in form, scope and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent may request any such Appraisal or Field Exam as frequently as set forth in the table below, based on the most recent calculation of the applicable levels as set forth in the compliance certificates delivered to the Administrative Agent pursuant to Section 9.01(e): 120 Field Exam requests per 12-month period following the Fourth Amendment Effective Date Appraisal requests per 12-month period following the Fourth Amendment Effective Date Level 1:For the 12-month period following the Fourth Amendment Effective Date; or, at any time thereafter, if the Borrowers fail to achieve Level 2 or Level 3 based on the most recently delivered compliance certificate. 2 3 Level 2:After the one-year anniversary of the Fourth Amendment Effective Date, if (1) Excess Availability taken as an average over the preceding 6-month period is greater than 50% of the Total Revolving Loan Commitment and (2) the Fixed Charge Coverage Ratio for the most recent Test Period is greater than or equal to 1.05:1.00; provided, that Lxxxx 0 xxxx xxx xxxxx. 0 0 Xxxxx 0: After the one-year anniversary of the Fourth Amendment Effective Date, if (1) Excess Availability taken as an average over the preceding 12-month period is greater than 75% of the Total Revolving Loan Commitment and (2) the Fixed Charge Coverage Ratio for the most recent Test Period is greater than or equal to 1.10:1.00 1 1 At any time Excess Availability or the Fixed Charge Coverage Ratio decreases below the foregoing thresholds, the Lxxxx 0, Xxxxx 0 or Level 3 terms shall reapply, as applicable. provided that, at any time that any Default or Event of Default exists, Administrative Agent may request a Field Exam or an Appraisal at any time without limitation, at the sole cost and expense of the Borrowers, and such Field Exams and Appraisals will not be counted against the permit...
Field Examinations; Appraisals. (i) At least once during each Fiscal Year of Exide U.S. (or twice during each Fiscal Year of Exide U.S. during which a Compliance Period is in effect) or (ii) at any time a Default or Event of Default has occurred and is continuing, at such other times as the Administrative Agent may request, in any such case, (x) an appraisal of the Inventory of Exide U.S., the other U.S. ABL Borrowers and the Specified Foreign Borrowing Base ABL Subsidiary Guarantors and (y) a collateral examination of the Inventory and receivables of Exide U.S., the other U.S. ABL Borrowers and the Foreign Borrowing Base ABL Subsidiary Guarantors, in each case, in scope, and from a third-party appraiser and a third-party consultant, respectively, satisfactory to the Collateral Agent and completed at the cost and expense of Exide U.S.
Field Examinations; Appraisals. (a) Borrower acknowledges that the Lender and its examiners shall be permitted to conduct periodic field examinations of the Collateral and operations of Borrower (not to exceed four (4) in any calendar year prior to a Default or Event of Default that is continuing and more frequently as the Lender may determine in its sole discretion thereafter).
