Inspection Rights; Appraisals. Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to conduct field examinations, to conduct appraisals, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers, and independent public accountants, all at the reasonable and documented expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided, that, for the avoidance of doubt, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10. Subject to the proviso below, the Administrative Agent has the right to conduct one (1) field examination and one (1) Inventory Appraisal during any twelve-month period at the expense of the Borrowers; provided, that (i) when Excess Availability for five (5) consecutive Business Days is less than the greater of (A) fifteen percent (15%) of the Line Cap or (B) $30,000,000 (and until Excess Availability has exceeded the greater of such amount for twenty (20) consecutive days), the Administrative Agent may conduct up to each of two (2) field examinations and two (2) Inventory Appraisals during any twelve-month period at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice to the Borrowers; or (ii) in the Permitted Discretion of the Administrative Agent and upon the occurrence and during the continuation of a Specified Event of Default, the Administrative Agent may conduct up to each of four (4) field examinations and four (4) Inventory Appraisals during any twelve-month period at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice to the Borrowers (it being understood that such limit on the number of field exams and Inventory Appraisals is inclusive of any already undertaken during the course of such twelve-month period). The Administrative Agent and the Lenders shall give the Borrowers the opportunity to be present (or available by telephone) to participate in any discussions with the Borrowers’ accountants. Notwithstanding anything herein to the contrary, the Administrative Agent shall not conduct additional field examinations pursuant to the proviso of the sentence appearing two sentences above in this Section 6.10 during the period from the Closing Date until August 28, 2017.
Appears in 1 contract
Inspection Rights; Appraisals. Permit (a) Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the officers or authorized employees or representatives and independent contractors of the Administrative Agent (including any consultants, accountants, and agents retained by the Administrative Agent), as and when determined by the Administrative Agent in its Permitted Discretion, upon reasonable prior notice and during normal business hours of the Loan Parties, to visit and inspect any of its properties, to conduct at such Loan Party’s premises field examinationsexaminations of such Loan Party’s assets, to conduct appraisalsliabilities, to examine its corporate, financial books and operating records, including examining and make copies thereof or abstracts therefrommaking extracts from its books and records, and to discuss its affairs, finances and accounts condition with its officers, officers and independent public accountants, all at the reasonable and documented expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided, that, for the avoidance of doubt, only the Administrative Agent on behalf requested. So long as Availability is greater than seventy-five percent (75%) of the Lenders may exercise rights under this Section 6.10. Subject to the proviso belowMaximum Credit Amount (and no Event of Default has occurred and is continuing), the Administrative Agent has may not conduct any such field examinations pursuant to this Section 5.07(a); provided, however, if, at any time during any twelve (12) month period, Availability is less than or equal to seventy-five percent (75%) of the right Maximum Credit Amount for a period of five (5) consecutive Business Days, the field examinations contemplated by this Section 5.07(a) shall be limited to conduct one per such twelve (12) month period (excluding the field examination conducted prior to the Closing Date) unless (1) an Event of Default has occurred and is continuing (during which time there shall be no limit on the number of field examination and one examinations) or (12) Inventory Appraisal Availability is at any time during any twelve-such twelve (12) month period at is less than the expense greater of (a) $112,500,000 and (b) 15% of the Borrowers; provided, that (i) when Excess Availability Maximum Credit Amount for five (5) consecutive Business Days Days, in which case of clause (2), one additional field examination per such twelve (12) month period (excluding the field examination conducted prior to the Closing Date) may be done at the expense of the Loan Parties. For the avoidance of doubt, all such examinations and evaluations conducted during an Event of Default shall be at the expense of the Loan Parties. Each Loan Party acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to such Loan Party’s assets for internal use by the Administrative Agent and the Lenders. (b) At the Administrative Agent’s request in its Permitted Discretion, the Borrower Representative will provide the Administrative Agent (for distribution to each Lender) with appraisals or updates thereof of the Loan Parties’ Inventory from an appraiser engaged by Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. So long as Availability is greater than seventy-five percent (75%) of the Maximum Credit Amount (and no Event of Default has occurred and is continuing), the Administrative Agent may not conduct any such inventory appraisals pursuant to this Section 5.07(b); provided, however, if, at any time during any twelve (12) month period, Availability is less than or equal to seventy-five percent (75%) of the Maximum Credit Amount for a period of five (5) consecutive Business Days, the inventory appraisals contemplated by this Section 5.07(b) shall be limited to one per such twelve (12) month period (excluding the inventory appraisal conducted prior to the Closing Date) unless (1) an Event of Default has occurred and is continuing (during which time there shall be no limit on the number of inventory appraisal) or (2) Availability is at any time during such twelve (12) month period is less than the greater of (Aa) fifteen percent $112,500,000 and (b) 15%) % of the Line Cap or Maximum Credit Amount for five (B) $30,000,000 (and until Excess Availability has exceeded the greater of such amount for twenty (205) consecutive daysBusiness Days, in which case of clause (2), the Administrative Agent may conduct up to each of two one additional inventory appraisal per such twelve (212) field examinations and two (2) Inventory Appraisals during any twelve-month period (excluding the inventory appraisal conducted prior to the Closing Date) may be done at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice to Loan Parties. For the Borrowers; or (ii) in the Permitted Discretion avoidance of the Administrative Agent and upon the occurrence and during the continuation of a Specified Event of Defaultdoubt, the Administrative Agent may conduct up to each of four (4) field examinations and four (4) Inventory Appraisals during any twelve-month period at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice to the Borrowers (it being understood that such limit on the number of field exams and Inventory Appraisals is inclusive of any already undertaken during the course of such twelve-month period). The Administrative Agent and the Lenders shall give the Borrowers the opportunity to be present (or available by telephone) to participate in any discussions with the Borrowers’ accountants. Notwithstanding anything herein to the contrary, the Administrative Agent shall not conduct additional field examinations pursuant to the proviso of the sentence appearing two sentences above in this Section 6.10 during the period from the Closing Date until August 28, 2017.all such
Appears in 1 contract
Samples: Credit Agreement (Big Lots Inc)
Inspection Rights; Appraisals. Permit (a) Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the officers or authorized employees or representatives and independent contractors of the Administrative Agent (including any consultants, accountants, and agents retained by the Administrative Agent), as and when determined by the Administrative Agent, upon reasonable prior notice and during normal business hours, to visit and inspect any of its properties, to conduct at such Loan Party’s premises field examinationsexaminations of such Loan Party’s assets, to conduct appraisalsliabilities, to examine its corporate, financial books and operating records, including examining and make copies thereof or abstracts therefrommaking extracts from its books and records, and to discuss its affairs, finances and accounts condition with its officers, officers and independent public accountants, all at the reasonable and documented expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to requested (provided that if the Borrowers; provided, that, for the avoidance of doubt, only ABL Agent provides the Administrative Agent on behalf with a copy of the Lenders may exercise rights under this Section 6.10. Subject to the proviso belowresults of a reasonably acceptable field examination, the Administrative Agent has the right to conduct one (1) will accept such results instead of conducting its own field examination). The initial field examination (the “Initial Field Examination”), in form and one substance satisfactory to the Administrative Agent in its Permitted Discretion, shall be completed and delivered to the Administrative Agent within ninety (190) Inventory Appraisal during any twelve-month days after the Closing Date (which period at the expense of the Borrowers; provided, that time may be extended (i) when Excess Availability for five an additional ninety (590) consecutive Business Days is less than the greater of (A) fifteen percent (15%) of the Line Cap or (B) $30,000,000 (and until Excess Availability has exceeded the greater of such amount for twenty (20) consecutive days), the Administrative Agent may conduct up to each of two (2) field examinations and two (2) Inventory Appraisals during any twelve-month period at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice to the Borrowers; or (ii) days in the Permitted Discretion of the Administrative Agent and upon (ii) thereafter, an additional period of time with the occurrence and during consent of the continuation of a Specified Required Lenders). The examinations contemplated by this Section 5.07(a) shall be limited to one per calendar year (excluding the Initial Field Examination) unless (1) an Event of DefaultDefault has occurred and is continuing or (2) Availability is at any time during such calendar year less than the greater of (a) $70,000,000 and (b) 20% of the Maximum Credit Amount, the Administrative Agent in which case of clause (2), one additional field examination per calendar year may conduct up to each of four (4) field examinations and four (4) Inventory Appraisals during any twelve-month period be done at the expense of the Borrowers Loan Parties. For the avoidance of doubt, all such examinations and evaluations conducted during an Event of Default shall be at any time during normal business hours the expense of the Loan Parties. Each Loan Party acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and upon reasonable advance notice distribute to the Borrowers (it being understood that Lenders certain Reports pertaining to such limit on Loan Party’s assets for internal use by the number of field exams and Inventory Appraisals is inclusive of any already undertaken during the course of such twelve-month period). The Administrative Agent and the Lenders shall give the Borrowers the opportunity to be present (or available by telephone) to participate in any discussions with the Borrowers’ accountants. Notwithstanding anything herein to the contrary, the Administrative Agent shall not conduct additional field examinations pursuant to the proviso of the sentence appearing two sentences above in this Section 6.10 during the period from the Closing Date until August 28, 2017Lenders.
Appears in 1 contract
Inspection Rights; Appraisals. Permit (a) Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the officers or authorized employees or representatives and independent contractors of the Administrative Agent (including any consultants, accountants, and agents retained by the Administrative Agent), as and when determined by the Administrative Agent, upon reasonable prior notice and during normal business hours, to visit and inspect any of its properties, to conduct at such Loan Party’s premises field examinationsexaminations of such Loan Party’s assets, to conduct appraisalsliabilities, to examine its corporate, financial books and operating records, including examining and make copies thereof or abstracts therefrommaking extracts from its books and records, and to discuss its affairs, finances and accounts condition with its officers, officers and independent public accountants, all at the reasonable and documented expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided, that, for the avoidance of doubt, only the Administrative Agent on behalf of the Lenders may exercise rights under requested. The examinations contemplated by this Section 6.10. Subject 5.07(a) shall be limited to the proviso below, the Administrative Agent has the right to conduct one during each twelve (12) month period unless (1) field examination and one (1) Inventory Appraisal during any twelve-month period at the expense of the Borrowers; provided, that (i) when Excess Availability for five (5) consecutive Business Days is less than the greater of (A) fifteen percent (15%) of the Line Cap or (B) $30,000,000 (and until Excess Availability has exceeded the greater of such amount for twenty (20) consecutive days), the Administrative Agent may conduct up to each of two (2) field examinations and two (2) Inventory Appraisals during any twelve-month period at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice to the Borrowers; or (ii) in the Permitted Discretion of the Administrative Agent and upon the occurrence and during the continuation of a Specified an Event of Default, the Administrative Agent may conduct up to each of four Default has occurred and is continuing (4) field examinations and four (4) Inventory Appraisals during any twelve-month period at the expense of the Borrowers at any which time during normal business hours and upon reasonable advance notice to the Borrowers (it being understood that such there shall be no limit on the number of field exams and Inventory Appraisals examinations) or (2) Availability is inclusive of at any already undertaken time less than (A) during the course Temporary Period, $45,000,000 and (B) thereafter, the greater of such twelve-(a) $68,750,00078,750,000 and (b) 15% of the Maximum Credit Amount, (calculated without giving effect to the FILO Reserve), in each case, for a period of three (3) consecutive Business Days, in which case of clause (2), one additional field examination may, and at the written direction of the Required Lenders shall, be done at the expense of the Loan Parties during the subsequent twelve (12) month period. For the avoidance of doubt, all such examinations and evaluations conducted during an Event of Default shall be at the expense of the Loan Parties. Each Loan Party acknowledges that the Administrative Agent may obtain additional field examinations at the Lenders’ expense and, after exercising its rights of inspection under this clause (a). The , may prepare and distribute to the Lenders certain Reports pertaining to such Loan Party’s assets for internal use by the Administrative Agent and the Lenders shall give Lenders. (b) On an annual basis, at the Borrowers Administrative Agent’s request, the opportunity to be present (or available by telephone) to participate in any discussions with the Borrowers’ accountants. Notwithstanding anything herein to the contrary, Borrower Representative will provide the Administrative Agent shall not conduct additional field examinations pursuant with appraisals or updates thereof of the Loan Parties’ Inventory from an appraiser engaged by and reasonably acceptable to the proviso Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The appraisals contemplated by this Section 5.07(b) shall be limited to one during each twelve (12) month period unless (1) an Event of Default has occurred and is continuing (during which time there shall be no limit on the number of appraisals) or (2) Availability is at any time less than (A) during the Temporary Period, $45,000,000 and (B) thereafter, the greater of (a) $68,750,00078,750,000 and (b) 15% of the sentence appearing two sentences above Maximum Credit Amount (calculated without giving effect to the FILO Reserve), in this Section 6.10 each case, for a period of three (3) consecutive Business Days, in which case of clause (2), one additional appraisal may, and at the written direction of the Required Lenders shall, be done at the expense of the Loan Parties during the period from subsequent twelve (12) month period. For the Closing Date until August 28avoidance of doubt, 2017.all such appraisals commenced during the existence of an Event of Default shall be at the expense of the Loan Parties. Each Loan Party acknowledges that the Administrative Agent may obtain additional Inventory appraisals at the Lenders’ expense and, after exercising its rights under this clause (b), may share copies of the appraisals and/or certain Reports summarizing the appraisals for internal use by the Administrative Agent and the Lenders. SECTION 5.08
Appears in 1 contract
Inspection Rights; Appraisals. Permit (a) Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the officers or authorized employees or representatives and independent contractors of the Administrative Agent (including any consultants, accountants, and agents retained by the Administrative Agent), as and when determined by the Administrative Agent, upon reasonable prior notice and during normal business hours, to visit and inspect any of its properties, to conduct at such Loan Party’s premises field examinationsexaminations of such Loan Party’s assets, to conduct appraisalsliabilities, to examine its corporate, financial books and operating records, including examining and make copies thereof or abstracts therefrommaking extracts from its books and records, and to discuss its affairs, finances and accounts condition with its officers, officers and independent public accountants, all at the reasonable and documented expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided, that, for the avoidance of doubt, only the Administrative Agent on behalf of the Lenders may exercise rights under requested. The examinations contemplated by this Section 6.10. Subject 5.07(a) shall be limited to the proviso below, the Administrative Agent has the right to conduct one during each twelve (12) month period unless (1) an Event of Default has occurred and is continuing (during which time there shall be no limit on the number of field examination and one examinations) or (12) Inventory Appraisal during Availability is at any twelve-month period at the expense of the Borrowers; provided, that (i) when Excess Availability for five (5) consecutive Business Days is time less than the greater of (Aa) fifteen percent $68,750,000 and (b) 15%) % of the Line Cap or Maximum Credit Amount, in each case, for a period of three (B) $30,000,000 (and until Excess Availability has exceeded the greater of such amount for twenty (203) consecutive daysBusiness Days, in which case of clause (2), one additional field examination may, and at the Administrative Agent may conduct up to each written direction of two (2) field examinations and two (2) Inventory Appraisals during any twelve-month period the Required Lenders shall, be done at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice to the Borrowers; or (ii) in the Permitted Discretion of the Administrative Agent and upon the occurrence and Loan Parties during the continuation subsequent twelve (12) month period. For the avoidance of a Specified doubt, all such examinations and evaluations conducted during an Event of Default, the Administrative Agent may conduct up to each of four (4) field examinations and four (4) Inventory Appraisals during any twelve-month period Default shall be at the expense of the Borrowers Loan Parties. Each Loan Party acknowledges that the Administrative Agent may obtain additional field examinations at any time during normal business hours the Lenders’ expense and, after exercising its rights of inspection under this clause (a), may prepare and upon reasonable advance notice distribute to the Borrowers Lenders certain Reports pertaining to such Loan Party’s assets for internal use by the Administrative Agent and the Lenders. (it being understood that b) On an annual basis, at the Administrative Agent’s request, the Borrower Representative will provide the Administrative Agent with appraisals or updates thereof of the Loan Parties’ Inventory from an appraiser engaged by and reasonably acceptable to the Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The appraisals contemplated by this Section 5.07(b) shall be limited to one during each twelve (12) month period unless (1) an Event of Default has occurred and is continuing (during which time there shall be no limit on the number of field exams appraisals) or (2) Availability is at any time less than the greater of (a) $68,750,000 and Inventory Appraisals is inclusive (b) 15% of any already undertaken the Maximum Credit Amount, in each case, for a period of three (3) consecutive Business Days, in which case of clause (2), one additional appraisal may, and at the written direction of the Required Lenders shall, be done at the expense of the Loan Parties during the course of such twelve-subsequent twelve (12) month period. For the avoidance of doubt, all such appraisals commenced during the existence of an Event of Default shall be at the expense of the Loan Parties. Each Loan Party acknowledges that the Administrative Agent may obtain additional Inventory appraisals at the Lenders’ expense and, after exercising its rights under this clause (b). The , may share copies of the appraisals and/or certain Reports summarizing the appraisals for internal use by the Administrative Agent and the Lenders shall give the Borrowers the opportunity to be present (or available by telephone) to participate in any discussions with the Borrowers’ accountantsLenders. Notwithstanding anything herein to the contrary, the Administrative Agent shall not conduct additional field examinations pursuant to the proviso of the sentence appearing two sentences above in this Section 6.10 during the period from the Closing Date until August 28, 2017.SECTION 5.08
Appears in 1 contract
Inspection Rights; Appraisals. (a) Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to conduct field examinations, to conduct appraisals, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable and documented expense of the Borrowers Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; providedBorrower, it being agreed that, while the provisions of this Section 5.6 are for the avoidance benefit of doubtthe Agents and the Lenders, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10. Subject to 5.6 in consultation with the proviso belowAdditional Collateral Agent; provided that the Administrative Agent shall not exercise such rights more often than one time during any calendar year and such time shall be at the Borrower’s expense; provided further that during the continuation of an Event of Default, the Administrative Agent has (or any of its representatives or independent contractors), in consultation with the right to conduct one (1) field examination and one (1) Inventory Appraisal during Additional Collateral Agent on behalf of the Lenders, may do any twelve-month period of the foregoing at the expense of the Borrowers; provided, that (i) when Excess Availability for five (5) consecutive Business Days is less than the greater of (A) fifteen percent (15%) of the Line Cap or (B) $30,000,000 (and until Excess Availability has exceeded the greater of such amount for twenty (20) consecutive days), the Administrative Agent may conduct up to each of two (2) field examinations and two (2) Inventory Appraisals during any twelve-month period at the expense of the Borrowers Borrower at any time during normal business hours and upon reasonable advance notice to the Borrowers; or (ii) in the Permitted Discretion of the Administrative Agent and upon the occurrence and during the continuation of a Specified Event of Default, the Administrative Agent may conduct up to each of four (4) field examinations and four (4) Inventory Appraisals during any twelve-month period at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice to the Borrowers (it being understood that such limit on the number of field exams and Inventory Appraisals is inclusive of any already undertaken during the course of such twelve-month period)notice. The Administrative Agent and the Lenders shall give the Borrowers Borrower the opportunity to be present (or available by telephone) to participate in any discussions with the Borrowers’ Borrower’s independent public accountants. Notwithstanding anything herein to the contrary, the Administrative Agent shall not conduct additional field examinations pursuant to the proviso of the sentence appearing two sentences above contrary in this Section 6.10 during 5.6, the period from Borrower will not be required to disclose, permit the Closing Date until August 28inspection, 2017examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Agents or any Lender (or their respective representatives or contractors) is prohibited by Law, fiduciary duty or any Contractual Obligation (not created in contemplation of avoiding such requirements) or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.
Appears in 1 contract
Inspection Rights; Appraisals. Permit (a) Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the officers or authorized employees or representatives and independent contractors of the Administrative Agent (including any consultants, accountants, and agents retained by the Administrative Agent), as and when determined by the Administrative Agent, upon reasonable prior notice and during normal business hours, to visit and inspect any of its properties, to conduct at such Loan Party’s premises field examinationsexaminations of such Loan Party’s assets, to conduct appraisalsliabilities, to examine its corporate, financial books and operating records, including examining and make copies thereof or abstracts therefrommaking extracts from its books and records, and to discuss its affairs, finances and accounts condition with its officers, officers and independent public accountants, all at the reasonable and documented expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desiredrequested. The initial field examination (the “Initial Field Examination”), upon reasonable advance notice in form and substance satisfactory to the Borrowers; provided, that, for the avoidance of doubt, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10. Subject to the proviso belowin its Permitted Discretion, the Administrative Agent has the right to conduct one (1) field examination and one (1) Inventory Appraisal during any twelve-month period shall be completed at the expense of the Borrowers; provided, that Loan Parties and delivered to the Administrative Agent within ninety (90) days after the Closing Date (which period of time may be extended (i) when Excess Availability for five an additional ninety (590) consecutive Business Days is less than the greater of (A) fifteen percent (15%) of the Line Cap or (B) $30,000,000 (and until Excess Availability has exceeded the greater of such amount for twenty (20) consecutive days), the Administrative Agent may conduct up to each of two (2) field examinations and two (2) Inventory Appraisals during any twelve-month period at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice to the Borrowers; or (ii) days in the Permitted Discretion of the Administrative Agent and upon (ii) thereafter, an additional period of time with the occurrence and during consent of the continuation of a Specified Required Lenders). The examinations contemplated by this Section 5.07(a) shall be limited to one per calendar year (excluding the Initial Field Examination) unless (1) an Event of Default, the Administrative Agent may conduct up to each of four Default has occurred and is continuing (4) field examinations and four (4) Inventory Appraisals during any twelve-month period at the expense of the Borrowers at any which time during normal business hours and upon reasonable advance notice to the Borrowers (it being understood that such there shall be no limit on the number of field exams examinations) or (2) Availability is at any time during such calendar year less than the greater of (a) $70,000,000 and Inventory Appraisals is inclusive (b) 20% of any already undertaken the Maximum Credit Amount, in which case of clause (2), one additional field examination per calendar year may, and at the written direction of the Required Lenders shall, be done at the expense of the Loan Parties. For the avoidance of doubt, all such examinations and evaluations conducted during an Event of Default shall be at the course expense of the Loan Parties. Each Loan Party acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and 116 distribute to the Lenders certain Reports pertaining to such twelve-month period). The Loan Party’s assets for internal use by the Administrative Agent and the Lenders shall give the Borrowers the opportunity to be present (or available by telephone) to participate in any discussions with the Borrowers’ accountants. Notwithstanding anything herein to the contrary, the Administrative Agent shall not conduct additional field examinations pursuant to the proviso of the sentence appearing two sentences above in this Section 6.10 during the period from the Closing Date until August 28, 2017Lenders.
Appears in 1 contract
Inspection Rights; Appraisals. Permit (a) Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the officers or authorized employees or representatives and independent contractors of the Administrative Agent (including any consultants, accountants, and agents retained by the Administrative Agent), as and when determined by the Administrative Agent in its Permitted Discretion, upon reasonable prior notice and during normal business hours of the Loan Parties, to visit and inspect any of its properties, to conduct at such Loan Party’s premises field examinationsexaminations of such Loan Party’s assets, to conduct appraisalsliabilities, to examine its corporate, financial books and operating records, including examining and make copies thereof or abstracts therefrommaking extracts from its books and records, and to discuss its affairs, finances and accounts condition with its officers, officers and independent public accountants, all at the reasonable and documented expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided, that, for the avoidance of doubt, only the requested. The Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10. Subject to the proviso below, the Administrative Agent has the right to only conduct one (1) field examination and one pursuant to this Section 5.07(a) in any twelve (112) Inventory Appraisal during any twelve-month period (excluding the field examination conducted prior to the Closing Date) at the expense of the Borrowers; provided, that (i) when Excess Availability for five (5) consecutive Business Days is less than the greater of (A) fifteen percent (15%) of the Line Cap or (B) $30,000,000 (and until Excess Availability has exceeded the greater of such amount for twenty (20) consecutive days), the Administrative Agent may conduct up to each of two (2) field examinations and two (2) Inventory Appraisals during any twelve-month period at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice to the Borrowers; or (ii) in the Permitted Discretion of the Administrative Agent and upon the occurrence and during the continuation of a Specified Loan Parties unless an Event of Default, the Administrative Agent may conduct up to each of four Default has occurred and is continuing (4) field examinations and four (4) Inventory Appraisals during any twelve-month period at the expense of the Borrowers at any which time during normal business hours and upon reasonable advance notice to the Borrowers (it being understood that such there shall be no limit on the number of field exams and Inventory Appraisals is inclusive examinations at the expense of any already undertaken during the course Loan Parties), provided, that, without limitation of such twelve-month period). The the rights of Administrative Agent at any time an Event of Default has occurred and the Lenders shall give the Borrowers the opportunity to be present (or available by telephone) to participate in any discussions with the Borrowers’ accountants. Notwithstanding anything herein is continuing, to the contrary, extent that the Administrative Agent has received final reports of a field examination conducted by or on behalf of the ABL Agent in the same twelve (12) month period the Administrative Agent shall not conduct additional a field examinations pursuant in the same twelve (12) month period (but without limitation of the right of the Administrative Agent to conduct inspections or field examinations with respect to FF&E, Equipment and Real Estate). For the avoidance of doubt, all such examinations and evaluations conducted during an Event of Default shall be at the expense of the Loan Parties. Each Loan Party acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the proviso Lenders certain Reports pertaining to such Loan Party’s assets for internal use by the Administrative Agent and the Lenders. The Loan Parties shall provide, or cause the ABL Agent to provide, to the Administrative Agent all field examinations conducted by or on behalf of the sentence appearing two sentences above in this Section 6.10 during ABL Agent promptly upon the period from receipt thereof, which may be distributed to the Closing Date until August 28, 2017Lenders.
Appears in 1 contract
Samples: Credit Agreement (Big Lots Inc)
Inspection Rights; Appraisals. Permit (a) Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the officers or authorized employees or representatives and independent contractors of the Administrative Agent (including any consultants, accountants, and agents retained by the Administrative Agent), as and when determined by the Administrative Agent in its Permitted Discretion, upon reasonable prior notice and during normal business hours of the Loan Parties, to visit and inspect any of its properties, to conduct at such Loan Party’s premises field examinationsexaminations of such Loan Party’s assets, to conduct appraisalsliabilities, to examine its corporate, financial books and operating records, including examining and make copies thereof or abstracts therefrommaking extracts from its books and records, and to discuss its affairs, finances and accounts condition with its officers, officers and independent public accountants, all at the reasonable and documented expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided, that, for the avoidance of doubt, only the Administrative Agent on behalf requested. So long as Availability is greater than seventy-five percent (75%) of the Lenders may exercise rights under this Section 6.10. Subject to the proviso belowMaximum Credit Amount (and no Event of Default has occurred and is continuing), the Administrative Agent has may not conduct any such field examinations pursuant to this Section 5.07(a); provided, however, if, at any time during any twelve (12) month period, Availability is less than or equal to seventy-five percent (75%) of the right Maximum Credit Amount for a period of five (5) consecutive Business Days, the field examinations contemplated by this Section 5.07(a) shall be limited to conduct one per such twelve (12) month period (excluding the field examination conducted prior to the Closing Date) unless (1) an Event of Default has occurred and is continuing (during which time there shall be no limit on the number of field examination and one examinations) or (12) Inventory Appraisal Availability is at any time during any twelve-such twelve (12) month period at is less than the expense greater of (a) $112,500,000 and (b) 15% of the Borrowers; provided, that (i) when Excess Availability Maximum Credit Amount for five (5) consecutive Business Days is less than the greater Days, in which case of clause (A) fifteen percent (15%) of the Line Cap or (B) $30,000,000 (and until Excess Availability has exceeded the greater of such amount for twenty (20) consecutive days2), the Administrative Agent may conduct up to each of two one additional field examination per such twelve (212) field examinations and two (2) Inventory Appraisals during any twelve-month period (excluding the field examination conducted prior to the Closing Date) may be done at the expense of the Borrowers at any time Loan Parties. For the avoidance of doubt, all such examinations and evaluations conducted during normal business hours and upon reasonable advance notice to the Borrowers; or (ii) in the Permitted Discretion of the Administrative Agent and upon the occurrence and during the continuation of a Specified an Event of Default, the Administrative Agent may conduct up to each of four (4) field examinations and four (4) Inventory Appraisals during any twelve-month period Default shall be at the expense of the Borrowers at any time during normal business hours Loan Parties. Each Loan Party acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and upon reasonable advance notice distribute to the Borrowers (it being understood that Lenders certain Reports pertaining to such limit on Loan Party’s assets for internal use by the number of field exams and Inventory Appraisals is inclusive of any already undertaken during the course of such twelve-month period). The Administrative Agent and the Lenders shall give the Borrowers the opportunity to be present (or available by telephone) to participate in any discussions with the Borrowers’ accountants. Notwithstanding anything herein to the contrary, the Administrative Agent shall not conduct additional field examinations pursuant to the proviso of the sentence appearing two sentences above in this Section 6.10 during the period from the Closing Date until August 28, 2017Lenders.
Appears in 1 contract
Samples: Credit Agreement (Big Lots Inc)
Inspection Rights; Appraisals. Permit (a) Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the officers or authorized employees or representatives and independent contractors of the Administrative Agent (including any consultants, accountants, and agents retained by the Administrative Agent), as and when determined by the Administrative Agent, upon reasonable prior notice and during normal business hours, to visit and inspect any of its properties, to conduct at such Loan Party’s premises field examinationsexaminations of such Loan Party’s assets, to conduct appraisalsliabilities, to examine its corporate, financial books and operating records, including examining and make copies thereof or abstracts therefrommaking extracts from its books and records, and to discuss its affairs, finances and accounts condition with its officers, officers and independent public accountants, all at the reasonable and documented expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to requested (provided that if the Borrowers; provided, that, for the avoidance of doubt, only ABL Agent provides the Administrative Agent on behalf with a copy of the Lenders may exercise rights under this Section 6.10. Subject to the proviso belowresults of a reasonably acceptable field examination, the Administrative Agent has the right will accept such results instead of conducting its own field examination). The examinations contemplated by this Section 5.07(a) shall be limited to conduct one during each twelve (12) month period unless (1) an Event of Default has occurred and is continuing (during which time there shall be no limit on the number of field examination and one examinations) or (12) Inventory Appraisal during Availability is at any twelve-month period at the expense of the Borrowers; provided, that (i) when Excess Availability for five (5) consecutive Business Days is time less than the greater of (Aa) fifteen percent $78,750,000 and (b) 15%) % of the Line Cap or Maximum Credit Amount (B) $30,000,000 calculated without giving effect to the FILO Reserve), in each case, for a period of three (and until Excess Availability has exceeded the greater of such amount for twenty (203) consecutive daysBusiness Days, in which case of clause (2), one additional field examination may, and at the Administrative Agent may conduct up to each written direction of two (2) field examinations and two (2) Inventory Appraisals during any twelve-month period the Required Lenders shall, be done at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice to the Borrowers; or (ii) in the Permitted Discretion of the Administrative Agent and upon the occurrence and Loan Parties during the continuation subsequent twelve (12) month period. For the avoidance of a Specified doubt, all such examinations and evaluations conducted during an Event of Default, the Administrative Agent may conduct up to each of four (4) field examinations and four (4) Inventory Appraisals during any twelve-month period Default shall be at the expense of the Borrowers Loan Parties. Each Loan Party acknowledges that the Administrative Agent may obtain additional field examinations at any time during normal business hours the Lenders’ expense and, after exercising its rights of inspection under this clause (a), may prepare and upon reasonable advance notice distribute to the Borrowers (it being understood that Lenders certain Reports pertaining to such limit on Loan Party’s assets for internal use by the number of field exams and Inventory Appraisals is inclusive of any already undertaken during the course of such twelve-month period). The Administrative Agent and the Lenders shall give the Borrowers the opportunity to be present (or available by telephone) to participate in any discussions with the Borrowers’ accountants. Notwithstanding anything herein to the contrary, the Administrative Agent shall not conduct additional field examinations pursuant to the proviso of the sentence appearing two sentences above in this Section 6.10 during the period from the Closing Date until August 28, 2017Lenders.
Appears in 1 contract
Inspection Rights; Appraisals. Permit (a) Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the officers or authorized employees or representatives and independent contractors of the Administrative Agent (including any consultants, accountants, and agents retained by the Administrative Agent), as and when determined by the Administrative Agent, upon reasonable prior notice and during normal business hours, to visit and inspect any of its properties, to conduct at such Loan Party’s premises field examinationsexaminations of such Loan Party’s assets, to conduct appraisalsliabilities, to examine its corporate, financial books and operating records, including examining and make copies thereof or abstracts therefrommaking extracts from its books and records, and to discuss its affairs, finances and accounts condition with its officers, officers and independent public accountants, all at the reasonable and documented expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided, that, for the avoidance of doubt, only the Administrative Agent on behalf of the Lenders may exercise rights under requested. The examinations contemplated by this Section 6.10. Subject 5.07(a) shall be limited to the proviso below, the Administrative Agent has the right to conduct one during each twelve (12) month period unless (1) field examination and one (1) Inventory Appraisal during any twelve-month period at the expense of the Borrowers; provided, that (i) when Excess Availability for five (5) consecutive Business Days is less than the greater of (A) fifteen percent (15%) of the Line Cap or (B) $30,000,000 (and until Excess Availability has exceeded the greater of such amount for twenty (20) consecutive days), the Administrative Agent may conduct up to each of two (2) field examinations and two (2) Inventory Appraisals during any twelve-month period at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice to the Borrowers; or (ii) in the Permitted Discretion of the Administrative Agent and upon the occurrence and during the continuation of a Specified an Event of Default, the Administrative Agent may conduct up to each of four Default has occurred and is continuing (4) field examinations and four (4) Inventory Appraisals during any twelve-month period at the expense of the Borrowers at any which time during normal business hours and upon reasonable advance notice to the Borrowers (it being understood that such there shall be no limit on the number of field exams and Inventory Appraisals examinations) or (2) Availability is inclusive of at any already undertaken time less than (A) during the course Temporary Period, $45,000,000 and (B) thereafter, the greater of such twelve-(a) $78,750,000 and (b) 15% of the Maximum Credit Amount (calculated without giving effect to the FILO Reserve), in each case, for a period of three (3) consecutive Business Days, in which case of clause (2), one additional field examination may, and at the written direction of the Required Lenders shall, be done at the expense of the Loan Parties during the subsequent twelve (12) month period. For the avoidance of doubt, all such examinations and evaluations conducted during an Event of Default shall be at the expense of the Loan Parties. Each Loan Party acknowledges that the Administrative Agent may obtain additional field examinations at the Lenders’ expense and, after exercising its rights of inspection under this clause (a). The , may prepare and distribute to the Lenders certain Reports pertaining to such Loan Party’s assets for internal use by the Administrative Agent and the Lenders shall give Lenders. (b) On an annual basis, at the Borrowers Administrative Agent’s request, the opportunity to be present (or available by telephone) to participate in any discussions with the Borrowers’ accountants. Notwithstanding anything herein to the contrary, Borrower Representative will provide the Administrative Agent shall not conduct additional field examinations pursuant with appraisals or updates thereof of the Loan Parties’ Inventory from an appraiser engaged by and reasonably acceptable to the proviso Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The appraisals contemplated by this Section 5.07(b) shall be limited to one during each twelve (12) month period unless (1) an Event of Default has occurred and is continuing (during which time there shall be no limit on the number of appraisals) or (2) Availability is at any time less than (A) during the Temporary Period, $45,000,000 and (B) thereafter, the greater of (a) $78,750,000 and (b) 15% of the sentence appearing two sentences above Maximum Credit Amount (calculated without giving effect to the FILO Reserve), in this Section 6.10 during the each case, for a period from the Closing Date until August 28, 2017.of three (3) consecutive Business
Appears in 1 contract
