INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent may observe each inventory and any cycle count of the Collateral which is undertaken on behalf of any Loan Party. The Loan Parties shall conduct not less than one physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or of the Loan Parties, provided, however, the Administrative Agent may do so if a Default has occurred and is continuing. (i) On the Administrative Agent’s request, the Borrowers’ Representative shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) within ten (10) days following the completion of such inventory. (ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial books and records . (iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuing, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties) (b) The Administrative Agent may obtain appraisals of the Collateral, from time to time (in all events, at the Loan Parties’ expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent contemplates obtaining two (2) appraisals (in all events, at the Loan Parties’ expense) of the Loan Parties’ Inventory during any twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In addition, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause additional such appraisals to be undertaken at the Loan Parties’ expense. (c) The Administrative Agent contemplates conducting two (2) commercial finance audits (in each event, at the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect. In addition, the Administrative Agent may obtain additional commercial finance audits at its own expense, provided, however following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to be undertaken at the Loan Parties’ expense.
Appears in 3 contracts
Samples: Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc)
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent Agent, at the expense of the Borrower, may participate in and/or observe each physical count and/or inventory and any cycle count of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. the Borrower.
(b) The Loan Parties Borrower, at its own expense, shall conduct cause not less than one One (1) physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring inventory (which may include cycle counts of different locations at different times) to be undertaken during any additional physical inventories by or Fifteen (15) month period during which this Agreement is in effect (the spacing of the Loan Parties, provided, however, scheduling of which inventories shall be subject to the Administrative Agent’s discretion) conducted by such inventory takers as are satisfactory to the Agent and following such methodology as may do so if a Default has occurred and is continuingbe satisfactory to the Agent.
(i) On the Administrative Agent’s request, the Borrowers’ Representative The Borrower shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Partythe Borrower) within ten (10) days at the time the Borrower next delivers the reports required pursuant to Section 6.5 following the completion of such inventory.
(ii) The Borrowers’ RepresentativeBorrower, within thirty (30) days at the time the Borrower next delivers the reports required pursuant to Section 6.5 following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Partythe Borrower) and shall post such results to the Loan Parties’ Borrower’s stock ledger and, as applicable to the Loan Parties’ Borrower’s other financial books and records records.
(iiic) The Administrative Agent, in its discretion, if a Default has occurred and the Borrower is continuingIn Default, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan PartiesBorrower).
(bd) The Administrative Agent may obtain contemplates conducting Three (3) appraisals of the Collateral, from time to time Collateral (in all eventseach event, at the Loan Parties’ Borrower’s expense) during any Twelve (12) month period during which this Agreement is in effect conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative but in its discretion, may undertake additional such appraisals during such period.
(e) The Agent contemplates obtaining two conducting Three (23) appraisals commercial finance field examinations (in all eventseach event, at the Loan Parties’ Borrower’s expense) of the Loan Parties’ Inventory Borrower’s books and records during any twelve Twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In additionbut in its discretion, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause undertake additional such appraisals to be undertaken at the Loan Parties’ expenseaudits during such period.
(c) The Administrative Agent contemplates conducting two (2) commercial finance audits (in each event, at the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect. In addition, the Administrative Agent may obtain additional commercial finance audits at its own expense, provided, however following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to be undertaken at the Loan Parties’ expense.
Appears in 2 contracts
Samples: Loan and Security Agreement (Gander Mountain Co), Loan and Security Agreement (Gander Mountain Co)
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent may observe each inventory and any cycle count of the Collateral which is undertaken on behalf of any Loan Party. The Loan Parties shall conduct not less than one (1) physical inventory, inventory per Store and one (1) cycle count per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories or cycle counts by or of the Loan Parties, ; provided, however, the Administrative Agent may do so if a Default has occurred and is continuing.
(i) On the Administrative Agent’s request, the Borrowers’ Representative shall provide the Administrative Agent with a copy of the preliminary results of each such physical inventory and cycle count (as well as of any other physical inventory or cycle count undertaken by any Loan Party) within ten (10) days following the completion of such inventoryphysical inventory and such cycle count.
(ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventoryphysical inventory and such cycle count, shall provide the Administrative Agent with a reconciliation of the results of each such physical inventory and cycle count (as well as of any other physical inventory or cycle count undertaken by any Loan Party) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial books and records records.
(iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuing, may cause such additional physical inventories and cycle counts to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties).
(b) The Administrative Agent may obtain appraisals of the Collateral, from time to time (in all events, at the Loan Parties’ expense) Collateral conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent contemplates obtaining two shall be entitled to obtain one (21) appraisals appraisal (in all events, at the Loan Parties’ expense) of the Loan Parties’ Inventory during any twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent; provided that, if Excess Availability at any time is less than fifty percent (50%) of the Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to two (2) appraisals of the Loan Parties’ Inventory in the following twelve (12) month period at the Loan Parties’ expense; provided further that, if Excess Availability at any time is less than fifteen percent (15%) of the Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to three (3) appraisals of the Loan Parties’ Inventory in the following twelve (12) month period at the Loan Parties’ expense. In addition, the Administrative Agent may obtain additional appraisals at its own expense, ; provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause additional such appraisals to be undertaken at the Loan Parties’ expense.
(c) The Administrative Agent contemplates conducting two may obtain commercial finance audits of the Loan Parties’ books and records, conducted by such examiners as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent shall be entitled to conduct one (21) commercial finance audits audit (in each event, at the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect, conducted by such examiners as are satisfactory to the Administrative Agent; provided that, if Excess Availability at any time is less than fifty percent (50%) of the Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to two (2) commercial finance audits of the Loan Parties’ books and records in the following twelve (12) month period at the Loan Parties’ expense; provided further that, if Excess Availability at any time is less than fifteen percent (15%) of the Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to three (3) commercial finance audits of the Loan Parties’ books and records in the following twelve (12) month period at the Loan Parties’ expense. In addition, the Administrative Agent may obtain additional commercial finance audits at its own expense, ; provided, however however, following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to be undertaken at the Loan Parties’ expense.
Appears in 2 contracts
Samples: Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc)
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent Agent, at the expense of Borrowers, may participate in and/or observe each physical count and/or inventory and any cycle count of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. The Loan Parties shall conduct not less than one physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or of the Loan Parties, provided, however, the Administrative Agent may do so if a Default has occurred and is continuingBorrower.
(i) On the Administrative Agent’s request, the Borrowers’ Representative shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) within ten (10) days following the completion of such inventory.
(ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial books and records .
(iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuing, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties)
(b) The Administrative Upon Agent’s request from time to time, Borrowers shall obtain, or shall permit Agent may to obtain appraisals financial or SKU based physical counts and/or inventories of the Collateral, from time to time (in all events, at the Loan Parties’ expense) conducted by such appraisers inventory takers as are satisfactory to Agent and following such methodology as may be required by Agent, each of which physical counts and/or financial or SKU based inventories shall be observed by Borrower’s accountants. Without in any way limiting the Administrative Agent. As ’s rights hereunder, so long as there has not occurred an Event of Default, as of the Closing Date, it is the Administrative Agent’s expectation not to require full on-site appraisal more than three (3) times per calendar year. Notwithstanding the foregoing, Agent contemplates obtaining two hereby agrees that the methodology in place on the Closing Date used by Borrowers to conduct SKU based physical counts and inventories of Collateral (2as to what Persons take inventory, when Borrower’s accountants observe such counts and inventories, etc.) appraisals (are acceptable; provided, however, changes in all eventssuch methodology may be required by Agent after the occurrence of an Event of Default. For each fiscal year commencing on or after January 31, at the Loan Parties’ expense) of the Loan Parties’ Inventory during any twelve (12) month period during 2005 in which this Agreement is in effect, each Borrowers shall perform (at their expense) one (1) full physical inventory as of fiscal year end for all locations. Agent may require mid-year physical counts during any fiscal year of Parent (at Borrower’s expense) if any physical inventory conducted in the prior year reveals shrinkage equal to or greater than five percent (5.00%) of retail sales. Agent shall have the right to increase Reserves Against Availability based on any variance revealed by any physical inventory counts. The results of such mid-year counts shall be provided to Agent within ten (10) Business Days of completion of the count. The draft or unaudited results of such required mid-year inventories or counts shall be furnished to Agent within five (5) Business Days of the taking of such inventories or counts.
(c) At Borrowers’ expense, Borrowers will obtain and deliver to Agent, or, if Agent so elects, will cooperate with Agent in Agent’s obtaining, a report of an independent collateral auditor satisfactory to Agent (which may be affiliated with one of the Lenders) with respect to the Accounts and Inventory components included in the Borrowing Base, which report shall indicate whether or not the information set forth in the Borrowing Base Certificate most recently delivered is accurate and complete in all material respects based upon a review by such appraisers as are satisfactory auditors of the Accounts (including verification with respect to the Administrative amount, aging, identity and credit of the respective account debtors and the billing practices of the Borrowers) and Inventory (including verification as to the value, location and respective types). Without in any way limiting the Agent. In addition’s rights hereunder, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of so long as there has not occurred an Event of Default, as of the Administrative Agent may cause additional Closing Date, it is the Agent’s expectation not to require such appraisals to be undertaken at the Loan Parties’ expensereport more than three (3) times per calendar year.
(cd) The Administrative Agent contemplates conducting two from time to time may request the results of “mystery shopping” (2so-called) commercial finance audits visits to all or any of any Borrower’s business premises as conducted by or on behalf of Borrower.
(in each evente) So long as the Thornton Colorado Facility is a component of the Borrowing Base, Borrowers shall, at the Loan Partiesrequest of Agent, obtain and deliver to Agent, at Borrowers’ expense) , once every calendar year, commencing in 2005, appraisal reports in form and substance and from appraisers satisfactory to Agent, stating the then current Appraised Fair Market Value of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect. In addition, the Administrative Agent may obtain additional commercial finance audits at its own expense, provided, however following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to be undertaken at the Loan Parties’ expenseThornton Colorado Facility.
Appears in 1 contract
Samples: Loan and Security Agreement (Ultimate Electronics Inc)
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent Agent, at the expense of the Borrowers, may participate in and/or observe each physical count and/or inventory and any cycle count of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. Borrower.
(b) The Loan Parties Borrowers, at their own expense, shall conduct cause not less than one physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional (1) physical inventories by or to be undertaken in each twelve (12) month period during which this Agreement is in effect (the spacing of the Loan Parties, provided, however, scheduling of which inventories shall be subject to the Administrative Agent's discretion) conducted by such inventory takers as are satisfactory to the Administrative Agent and following such methodology as may do so if a Default has occurred and is continuingbe satisfactory to the Administrative Agent.
(i) On the Administrative Agent’s request, the Borrowers’ Representative The Lead Borrower shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan PartyBorrower) within ten (10) days following the completion of such inventory.
(ii) The Borrowers’ RepresentativeLead Borrower, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan PartyBorrower) and shall post such results to the Loan Parties’ Borrowers' stock ledger and, as applicable to the Loan Parties’ Borrowers' other financial books and records records.
(iii) The Administrative Agent, in its discretion, if a Default has occurred and any Borrower is continuingInDefault, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan PartiesBorrowers).
(bc) The Administrative Agent may obtain appraisals of the Collateral, from time to time (in all events, at the Loan Parties’ Borrowers' expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the .
(d) The Administrative Agent contemplates obtaining two conducting Four (24) appraisals commercial finance field examinations (in each event, at the Borrowers' expense) of the Borrowers' books and records during any
(e) The Administrative Agent from time to time (in all events, at the Loan Parties’ Borrowers' expense) may undertake "mystery shopping" (so-called) visits to all or any of the Loan Parties’ Inventory during any twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In addition, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause additional such appraisals to be undertaken at the Loan Parties’ expenseBorrowers' business premises.
(c) The Administrative Agent contemplates conducting two (2) commercial finance audits (in each event, at the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect. In addition, the Administrative Agent may obtain additional commercial finance audits at its own expense, provided, however following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to be undertaken at the Loan Parties’ expense.
Appears in 1 contract
INVENTORIES, APPRAISALS, AND AUDITS. (ai) The Administrative Agent Agent, at the expense of the Borrowers, may participate in and/or observe each physical count and/or inventory and any cycle count of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. Borrower.
(ii) The Loan Parties Borrowers, at their own expense, shall conduct cause not less than one physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional two (2) physical inventories to be undertaken in each twelve (12) month period during which this Agreement is in effect conducted by or of such inventory takers and following such methodology as is consistent with the Loan Parties, provided, however, the Administrative Agent may do so if a Default has occurred and is continuingBorrowers' past practices.
(iA) On the Administrative Agent’s request, the Borrowers’ Representative The Lead Borrower shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan PartyBorrower) within ten (10) days following the completion of such inventory.
(iiB) The Borrowers’ RepresentativeLead Borrower, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan PartyBorrower) and shall post such results to the Loan Parties’ Borrowers' stock ledger and, as applicable to the Loan Parties’ Borrowers' other financial books and records .
(iiiC) The Administrative Agent, in its discretion, if a Default has occurred and any Borrower is continuingInDefault, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan PartiesBorrowers).
(biii) The Administrative Agent may obtain appraisals of the Collateral, from time to time (in all events, at the Loan Parties’ Borrowers' expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the .
(iv) The Administrative Agent contemplates obtaining two conducting Four (24) appraisals commercial finance field examinations (in all eventseach event, at the Loan Parties’ Borrowers' expense) of the Loan Parties’ Inventory Borrowers' books and records during any twelve Twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In additionbut in its discretion, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause undertake additional such appraisals to be undertaken at the Loan Parties’ expenseaudits during such period.
(c) The Administrative Agent contemplates conducting two (2) commercial finance audits (in each event, at the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect. In addition, the Administrative Agent may obtain additional commercial finance audits at its own expense, provided, however following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to be undertaken at the Loan Parties’ expense.
Appears in 1 contract
Samples: Loan Agreement (Natural Wonders Inc)
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent may may, at the expense of the Agent (except following the occurrence of a Suspension Event in which event, Borrower shall reimburse Agent for its reasonable expenses), participate in and/or observe each inventory and any cycle count of the Collateral which is undertaken on behalf of any Loan Partythe Borrowers. No Borrower may materially change the methodology to be followed in connection with the conduct of and reporting on the results of such physical inventory count from the methodology employed by the Borrowers as of the date of this Agreement.
(b) The Loan Parties Borrowers, at their expense, shall conduct cause each store location, warehouse, and distribution center to have not less than one (1) physical inventoryinventory count in each twelve (12) month period to be undertaken, per Store and per warehousecycle counts at each distribution center, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or of consistent with current practice, while this Agreement is in effect, using a third party inventory taker in respect to Inventory located in the Loan PartiesBorrower's retail store locations, provided, however, the Administrative Agent may do so if a Default has occurred and is continuingreasonably satisfactory to Agent.
(i) On The Lead Borrower shall make the Administrative Agent’s request, the Borrowers’ Representative shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by the Borrowers) available to the Administrative Agent during any Loan Partysubsequent commercial finance audit referenced in Section 5.10(d) within ten (10) days following hereof and on a monthly basis, shall send the completion Administrative Agent copies of such inventoryany internally prepared store level inventory summary or similar reports it prepares in the ordinary course of its business.
(ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventory, Lead Borrower shall provide the Administrative Agent with a copies of any reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Partythe Borrowers) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial Borrowers' books and records it prepares in the ordinary course of its business within thirty (30) days following the completion of any such reconciliation.
(iii) The Administrative Agent, in its discretion, if following the occurrence of a Default has occurred and is continuingSuspension Event, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan PartiesBorrowers).
(bc) The Administrative Agent may obtain contemplates obtaining up to four (4) appraisals of the Collateral, from time to time (in all events, at the Loan Parties’ expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent contemplates obtaining two (2) appraisals (in all events, at the Loan Parties’ expense) of the Loan Parties’ Borrowers' Inventory during any twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In addition, the Administrative but, in its discretion, Agent may obtain additional more appraisals in the event it deems it reasonably necessary. The Borrower shall not be responsible for payment of the cost of any such appraisal unless on the date such appraisal is ordered a Reporting Activation Event exists in which case the Borrower's liability for the cost of any such appraisal shall be capped at its own expense, provided, however, $15,000 per appraisal plus the appraiser's out-of-pocket disbursements except following the occurrence of an Event of Default, the Administrative Agent may cause additional Default hereunder in which case there shall be no such appraisals to be undertaken at the Loan Parties’ expensecap.
(cd) The Administrative Agent contemplates conducting two (2) commercial finance audits (in each event, at the Loan Parties’ expense) of the Loan Parties’ Borrowers' books and records during any twelve (12) month period during which this Agreement is in effect. In addition, the Administrative but in its discretion, Agent may obtain more in the event it deems it reasonably necessary. The Borrower shall be liable to reimburse Agent for the cost of two (2) such audits in any calendar year plus any additional commercial finance audits ordered during a Reporting Activation Event. The Borrowers liability for each audit shall be capped at its own expense, provided, however $7,000 per audit plus out-of-pocket expenses except following the occurrence of an Event of Default, the Administrative Agent may cause additional Default hereunder in which case there shall be no such commercial finance audits to be undertaken at the Loan Parties’ expense.cap
Appears in 1 contract
Samples: Loan and Security Agreement (Duckwall Alco Stores Inc)
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Collateral Agent may may, at the expense of the Borrowers, participate in and/or observe each inventory and any cycle count of the Collateral which is undertaken on behalf of the Borrowers (provided that any Loan Partyexpenses of Collateral Agent for which Collateral Agent seeks reimbursement shall be reasonable expenses). No Borrower may, without the prior written consent of the Collateral Agent, change the methodology to be followed in connection with the conduct of and reporting on the results of such inventory from the methodology employed by the Borrowers as of the date of this Agreement.
(b) The Loan Parties Borrowers, at their expense, shall conduct cause each store location, warehouse, and distribution center to have not less than one One (1) physical inventoryinventory or cycle count in each Twelve (12) month period to be undertaken consistent with current practice, per Store while this Agreement is in effect (the scheduling of which shall be subject to the Collateral Agent’s reasonable discretion), and per warehouse, per Fiscal year. The Administrative in reasonable cocoperation with the Term Collateral Agent does not contemplate undertaking or requiring any additional physical inventories conducted by or of such inventory takers as are reasonably satisfactory to the Loan Parties, provided, however, Collateral Agent and following such methodology as may be reasonably satisfactory to the Administrative Agent may do so if a Default has occurred and is continuingAgent.
(i) On the Administrative Agent’s request, the Borrowers’ Representative The Lead Borrower shall provide the Administrative Collateral Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Partythe Borrowers) within ten Ten (10) days following the completion of such inventoryafter its completion.
(ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventory, Lead Borrower shall provide the Administrative Collateral Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Partythe Borrowers) and shall post such results to the Loan PartiesBorrowers’ stock ledger and, as applicable to the Loan Parties’ other financial books and records within Thirty (30) days following the completion of such inventory.
(iii) The Administrative Collateral Agent, in its discretiondiscretion and in reasonable cooperation with the Term Loan Collateral Agent, if following the occurrence of and during the continuance of a Default has occurred and is continuingSuspension Event, may cause such additional inventories to be taken as the Administrative Collateral Agent determines (each, at the expense of the Loan PartiesBorrowers).
(bc) The Administrative Agent may obtain appraisals If at any time during any 12-month period Excess Availability falls below 60% of the Collateral, from time to time (in all events, Borrowing Base for at the Loan Parties’ expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Dateleast 15 consecutive Business Days, the Administrative Collateral Agent contemplates obtaining two up to One (21) appraisals appraisal (in all events, at the Loan Parties’ expenseexpense of the Borrowers) of the Loan PartiesBorrowers’ Inventory at any time during such 12-month period, and if at any time during any twelve (12) -month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to Excess Availability falls below 30% of the Administrative Agent. In additionBorrowing Base for at least 5 consecutive Business Days, the Administrative Collateral Agent contemplates obtaining up to One (1) additional appraisal (at the expense of the Borrowers) of the Borrowers’ Inventory at any time during such 12-month period , but in its discretion, may obtain additional appraisals at of the Borrowers’ Inventory and Real Estate in the event it deems it reasonably necessary in its own expensediscretion (such additional appraisals, provided, however, following if not conducted after and during the occurrence continuance of an Event of Default, the Administrative Agent may cause additional such appraisals to shall be undertaken at the Loan Parties’ Collateral Agent’s expense.
(c) The Administrative Agent contemplates conducting two (2) commercial finance audits (in each event, at the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect). In addition, the Administrative Collateral Agent may obtain in reasonable cooperation with the Term Loan Collateral Agent, an appraisal of the Headquarters Facility (at the expense of the Borrower) at any time after the Borrower incurs additional Indebtedness after the date hereof secured by the Headquarters Facility in excess of $1,000,000.
(d) If at any time during any 12-month period Excess Availability falls below 60% of the Borrowing Base for at least 15 consecutive Business Days, the Collateral Agent contemplates conducting One (1) commercial finance audit (at the expense of the Borrowers) of the Borrowers’ books and records, and if at any time during any 12-month period Excess Availability falls below 30% of the Borrowing Base for at least 5 consecutive Business Days, the Collateral Agent contemplates obtaining up to One (1) additional commercial finance audits audit (at the expense of the Borrowers), but in its own expensediscretion, providedmay obtain more in the event it deems it reasonably necessary in its discretion (such additional commercial finance audits, however following if not conducted after and during the occurrence continuance of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to shall be undertaken at the Loan Parties’ Collateral Agent’s expense).
Appears in 1 contract
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent Agent, at the expense of the Borrowers, may participate in and/or observe each physical count and/or inventory and any cycle count of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. Borrower.
(b) The Loan Parties Borrowers, at their own expense, shall conduct cause not less than one physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional One (1) physical inventories by or to be undertaken with respect to each of the Loan PartiesBorrowers' store locations, provided, however, in each Twelve (12) month period during which this Agreement is in effect (the Administrative scheduling of which shall be subject to the Agent's discretion) conducted by such inventory takers as are satisfactory to the Agent and following such methodology as may do so if a Default has occurred and is continuingbe satisfactory to the Agent.
(i) On the Administrative Agent’s request, the Borrowers’ Representative The Lead Borrower shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan PartyBorrower) within ten Ten (10) days following the completion of such inventory.
(ii) The Borrowers’ RepresentativeLead Borrower, within thirty Thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan PartyBorrower) and shall post such results to the Loan Parties’ Borrowers' stock ledger and, as applicable to the Loan Parties’ Borrowers' other financial books and records .
(iii) The Administrative Agent, in its discretion, if a Default has occurred and any Borrower is continuingIn Default, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan PartiesBorrowers).
(bc) The Administrative Agent contemplates conducting up to Three (3) appraisals of the Collateral during any Twelve (12) month period, but in its discretion may obtain additional appraisals of the Collateral, from time to time (in all events, at the Loan Parties’ Borrowers' expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent during such period.
(d) The Agent contemplates obtaining two conducting up to Three (23) appraisals commercial finance field examinations (in all eventseach event, at the Loan Parties’ Borrowers' expense) of the Loan Parties’ Inventory Borrowers' books and records during any twelve Twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In additionbut in its discretion, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause undertake additional such appraisals to be undertaken audits (likewise at the Loan Parties’ expense.
(c) The Administrative Agent contemplates conducting two (2) commercial finance audits (in each event, at the Loan Parties’ Borrower's expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect. In addition, the Administrative Agent may obtain additional commercial finance audits at its own expense, provided, however following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to be undertaken at the Loan Parties’ expenseperiod.
Appears in 1 contract
Samples: Loan and Security Agreement (Childrens Place Retail Stores Inc)
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent Agent, at the expense of Borrowers, may participate in and/or observe each physical count and/or inventory and any cycle count of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. The Loan Parties shall conduct not less than one physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or of the Loan Parties, provided, however, the Administrative Agent may do so if a Default has occurred and is continuingBorrower.
(i) On the Administrative Agent’s request, the Borrowers’ Representative shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) within ten (10) days following the completion of such inventory.
(ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial books and records .
(iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuing, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties)
(b) The Administrative Upon Agent's request from time to time, Borrowers shall obtain, or shall permit Agent may to obtain appraisals financial or SKU based physical counts and/or inventories of the Collateral, from time to time (in all events, at the Loan Parties’ expense) conducted by such appraisers inventory takers as are satisfactory to Agent and following such methodology as may be required by Agent, each of which physical counts and/or financial or SKU based inventories shall be observed by Borrower's accountants. Without in any way limiting the Administrative Agent. As 's rights hereunder, so long as there has not occurred an Event of Default, as of the Closing Date, it is the Administrative Agent's expectation not to require full on-site appraisal more than three (3) times per calendar year. Notwithstanding the foregoing, Agent contemplates obtaining two hereby agrees that the methodology in place on the Closing Date used by Borrowers to conduct SKU based physical counts and inventories of Collateral (2as to what Persons take inventory, when Borrower's accountants observe such counts and inventories, etc.) appraisals (are acceptable; provided, however, changes in all events, at such methodology may be required by Agent after the Loan Parties’ expense) occurrence of the Loan Parties’ Inventory during any twelve (12) month period during an Event of Default. For each fiscal year in which this Agreement is in effect, each Borrower shall perform (at their expense) one (1) full physical inventory as of fiscal year end for all locations. Agent may require mid-year physical counts during any fiscal year of Parent (at Borrower's expense) if any physical inventory conducted in the prior year reveals shrinkage equal to or greater than five percent (5.00%) of retail sales. Agent shall have the right to increase Reserves Against Availability based on any variance revealed by any physical inventory counts. The results of such mid-year counts shall be provided to Agent within ten (10) Business Days of completion of the count. The draft or unaudited results of such required mid-year inventories or counts shall be furnished to Agent within five (5) Business Days of the taking of such inventories or counts.
(c) At Borrowers' expense, Borrowers will obtain and deliver to Agent, or, if Agent so elects, will cooperate with Agent in Agent's obtaining, a report of an independent collateral auditor satisfactory to Agent (which may be affiliated with one of the Lenders) with respect to the Accounts and Inventory components included in the Borrowing Base, which report shall indicate whether or not the information set forth in the Borrowing Base Certificate most recently delivered is accurate and complete in all material respects based upon a review by such appraisers as are satisfactory auditors of the Accounts (including verification with respect to the Administrative amount, aging, identity and credit of the respective account debtors and the billing practices of the Borrowers) and Inventory (including verification as to the value, location and respective types). Without in any way limiting the Agent. In addition's rights hereunder, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of so long as there has not occurred an Event of Default, as of the Administrative Agent may cause additional Closing Date, it is the Agent's expectation not to require such appraisals to be undertaken at the Loan Parties’ expensereport more than three (3) times per calendar year.
(cd) The Administrative Agent contemplates conducting two from time to time may request the results of "mystery shopping" (2so-called) commercial finance audits visits to all or any of any Borrower's business premises as conducted by or on behalf of Borrower.
(in each evente) So long as the Thornton Colorado Facility is a component of the Borrowing Base, Borrowers shall, at the Loan Parties’ request of Agent, obtain and deliver to Agent, at Borrowers' expense) , once every calendar year, appraisal reports in form and substance and from appraisers satisfactory to Agent, stating the then current Appraised Fair Market Value of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect. In addition, the Administrative Agent may obtain additional commercial finance audits at its own expense, provided, however following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to be undertaken at the Loan Parties’ expenseThornton Colorado Facility.
Appears in 1 contract
Samples: Loan and Security Agreement (Ultimate Electronics Inc)
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent and each Lender, at the expense of the Borrower, may participate in and/or observe each physical count and/or inventory and any cycle count of so much /October 28, 1997/ 44 of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. The Loan Parties shall conduct not less than one physical inventorythe Borrower; the Agent's right to be reimbursed for its expenses, per Store prior to the occurrence, and per warehouseduring the continuance, per Fiscal year. The Administrative of an Event of Default, being subject to the Agent's participation being undertaken in conjunction with a field audit by the Agent does not contemplate undertaking or requiring any additional physical inventories by or of the Loan Parties, provided, however, the Administrative Agent may do so if a Default has occurred and is continuingBorrower.
(i) On the Administrative Agent’s request, the Borrowers’ Representative shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) within ten (10) days following the completion of such inventory.
(ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial books and records .
(iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuing, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties)
(b) The Administrative Agent may obtain appraisals of Upon the Collateral, Agent's request from time to time time, the Borrower shall obtain, or shall permit the Agent to obtain (in all events, at the Loan Parties’ Borrower's expense) physical counts and/or inventories of the Collateral, conducted by such inventory takers as are reasonably satisfactory to the Agent and following such methodology as may be reasonably required by the Agent, each of which physical counts and/or inventories shall be observed by the Borrower's accountants. The Agent contemplates conducting One (1) such count and/or inventory during any Twelve (12) month period during which the within Agreement is in effect, but in its reasonable discretion, may undertake additional such counts or inventories during such period.
(c) Upon the Agent's request from time to time, the Borrower shall permit the Agent to obtain appraisals (in all events, at the Borrower's expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent contemplates obtaining two (2) appraisals (in all events, at the Loan Parties’ expense) of the Loan Parties’ Inventory during any twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In addition, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause additional such appraisals to be undertaken at the Loan Parties’ expense.
(cd) The Administrative Agent contemplates conducting two up to Four (24) commercial finance audits (in each event, at the Loan Parties’ Borrower's expense) of the Loan Parties’ Borrower's books and records during any twelve Twelve (12) month period during which this the within Agreement is in effect. In addition, the Administrative Agent may obtain additional commercial finance audits at but in its own expensediscretion, provided, however following the occurrence and during the continuance of an any Event of Default, the Administrative Agent may cause undertake additional such commercial audits during such period.
(e) The maximum aggregate cost for the following which the Agent conducts or causes to be conducted in any Twelve (12) month period for which the Borrower shall reimburse the Agent shall not exceed the aggregate of following, it being understood, however, that (x) the maxima are subject to Borrower's having made available, as appropriate, upon reasonable prior notice and during normal business hours, its facilities, financial information, and personnel to facilitate completion in the ordinary course of the following and (y) no Event of Default having occurred and continuing (and that if either (x) or (y) does not then obtain, there shall not be any such limitation on the aggregate of such costs):
(i) Appraisals pursuant to Section 5-9(c): $80,000.00.
(ii) Commercial finance audits pursuant to be undertaken at the Loan Parties’ expenseSection 5-9(d): $24,000.00.
Appears in 1 contract
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent and each Lender, at the expense of the Borrower, may participate in and/or observe each physical count and/or inventory and any cycle count of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. The Loan Parties shall conduct not less than one physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or of the Loan Parties, provided, however, the Administrative Agent may do so if a Default has occurred and is continuingBorrower.
(i) On the Administrative Agent’s request, the Borrowers’ Representative shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) within ten (10) days following the completion of such inventory.
(ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial books and records .
(iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuing, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties)
(b) The Administrative Agent may obtain appraisals of Upon the Collateral, Agent's request from time to time time, the Borrower shall obtain (in all events, at the Loan Parties’ Borrower's expense) physical counts and/or inventories of the Collateral, conducted by such inventory takers as are satisfactory to the Agent and following such methodology as may be required by the Agent, each of which physical counts and/or inventories shall be observed by the Borrower's accountants. The Agent contemplates requiring the Borrower to conduct one such count and/or inventory for each of the Borrower's locations during each Twelve (12) month period during which this Agreement is in effect. The Borrower shall promptly furnish the Agent with copies of the results and adjusting entries for each such count or inventory. In the Agent's discretion, after the occurrence of an Event of Default, the Agent may undertake or cause the Borrower to undertake additional such counts or inventories during any such period.
(c) Upon the Agent's request from time to time, the Borrower shall permit the Agent to obtain appraisals (in all events, at the Borrower's expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative .
(d) The Agent contemplates obtaining two conducting up to Four (24) appraisals commercial finance audits (in all eventseach event, at the Loan Parties’ Borrower's expense) of the Loan Parties’ Inventory Borrower's books and records during any twelve Twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In additionbut in its discretion, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause undertake additional such appraisals to be undertaken at the Loan Parties’ expenseaudits during such period.
(ce) The Administrative Agent contemplates conducting two (2) commercial finance audits from time to time (in each eventall events, at the Loan Parties’ Borrower's expense) may undertake "mystery shopping" (so-called) visits to all or any of the Loan Parties’ books and records during Borrower's business premises. The Agent shall provide the Borrower with a copy of any twelve non-company confidential results of such mystery shopping.
(f) The maximum aggregate cost for the following which the Agent conducts or causes to be conducted in any Twelve (12) month period for which the Borrower shall reimburse the Agent shall not exceed the aggregate of following, it being understood, however, that (x) the maxima are subject to Borrower's having made available, as appropriate, upon reasonable prior notice and during which this Agreement normal business hours, its facilities, financial information, and personnel to facilitate completion in the ordinary course of the following and (y) no Event of Default having occurred and continuing (and that if either (x) or (y) is in effect. In additionnot fulfilled, there shall not be any such limitation on the Administrative Agent may obtain additional commercial aggregate of such costs):
(i) Appraisals pursuant to Section 5-11(c): $50,000.00.
(ii) Commercial finance audits at its own expensepursuant to Section 5-11(d): $20,000.00, provided, however following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits plus travel expenses.
(iii) Mystery Shopping pursuant to be undertaken at the Loan Parties’ expense.Section 5-11(e): $1,000.00
Appears in 1 contract
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent Agent, at the reasonable expense of the Credit Party, may participate in and/or observe each physical count and/or inventory and any cycle count of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Credit Party. .
(b) The Loan Parties Credit Parties, at their own expense, shall conduct cause not less than one (1) physical inventory, per Store inventory of each of their locations to be undertaken in each twelve (12) month period during which this Agreement is in effect and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking shall cause cycle counts to be undertaken in a manner consistent with their practices in effect on the Closing Date (or requiring any additional physical inventories by or of the Loan Parties, provided, however, such other procedures as may be reasonably satisfactory to the Administrative Agent may do so if a Default has occurred and is continuingAgent).
(i) On the Administrative Agent’s request, the Borrowers’ Representative The Lead Borrower shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) and cycle count within ten thirty (1030) days following the completion of such inventory.
(ii) The Borrowers’ RepresentativeLead Borrower, within thirty forty-five (3045) days following the completion of such inventoryphysical inventory or cycle count, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) or cycle count and shall post such results to the Loan Credit Parties’ stock ledger ' perpetual inventory system and, as applicable to the Loan Credit Parties’ ' other financial books and records .
(iii) The Administrative Agent, in its reasonable discretion, if a any Event of Default has occurred and is continuingexists, may cause such additional inventories to be taken as the Administrative Agent reasonably determines (each, at the expense of the Loan Credit Parties).
(bc) The Administrative Agent may obtain appraisals of the Collateral, from time to time (in all events, at the Loan Parties’ expense) conducted by such appraisers as are reasonably satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent contemplates obtaining The first two (2) such appraisals (in all events, at the Loan Parties’ expense) conducted during any fiscal year of the Loan Parties’ Inventory Borrowers (plus any such appraisals conducted during any twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In addition, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence continuance of an Event of Default, the Administrative Agent may cause additional such appraisals to ) shall be undertaken at the Loan Credit Parties’ ' expense.
(cd) The Administrative Agent contemplates conducting may conduct commercial finance field examinations of the Credit Parties' books and records from time to time. The first two (2) commercial finance audits (in each event, at the Loan Parties’ expense) such field examinations conducted during any fiscal year of the Loan Parties’ books and records Borrowers (plus any such field examinations conducted during any twelve (12) month period during which this Agreement is in effect. In addition, the Administrative Agent may obtain additional commercial finance audits at its own expense, provided, however following the occurrence continuance of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to ) shall be undertaken at the Loan Credit Parties’ ' expense.
Appears in 1 contract
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent and the Tranche B Lender may observe each inventory and any cycle count of the Collateral which is undertaken on behalf of any Loan Party. The Loan Parties shall conduct not less than one physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or of the Loan Parties, providedPROVIDED, howeverHOWEVER, the Administrative Agent may do so if a Default has occurred and is continuing.
(i) On the Administrative Agent’s 's request, the Borrowers’ ' Representative shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) within ten (10) days following the completion of such inventory.
(ii) The Borrowers’ ' Representative, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) and shall post such results to the Loan Parties’ ' stock ledger and, as applicable to the Loan Parties’ ' other financial books and records .
(iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuing, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties)
(b) The Administrative Agent may obtain appraisals of the Collateral, from time to time (in all events, at the Loan Parties’ ' expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent contemplates obtaining two four (24) appraisals (in all events, at the Loan Parties’ ' expense) of the Loan Parties’ ' Inventory during any twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In addition, and, in any event, the Administrative Agent may shall obtain additional not less than the four (4) appraisals at its own expense, provided, howevercontemplated as of the Closing Date if so requested by the Tranche B Lender; in addition, following the occurrence of an Event of Default, the Administrative Agent may cause additional such appraisals audits to be undertaken (in each event, at the Loan Parties’ ' expense).
(c) The Administrative Agent contemplates conducting two four (24) commercial finance audits (in each event, at the Loan Parties’ ' expense) of the Loan Parties’ ' books and records during any twelve (12) month period during which this Agreement is in effect. In addition, and, in any event, the Administrative Agent may shall obtain additional not less than the four (4) commercial finance audits at its own expensecontemplated as of the Closing Date if so requested by the Tranche B Lender; in addition, provided, however following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to be undertaken (in each event, at the Loan Parties’ ' expense).
Appears in 1 contract
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent may observe each inventory and any cycle count of the Collateral which is undertaken on behalf of any Loan Party. The Loan Parties shall conduct not less than one (1) physical inventory, inventory per Store and one (1) cycle count per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories or cycle counts by or of the Loan Parties, ; provided, however, the Administrative Agent may do so if a Default or Event of Default has occurred and is continuing.
(i) On the Administrative Agent’s request, the Borrowers’ Representative shall provide the Administrative Agent with a copy of the preliminary results of each such physical inventory and cycle count (as well as of any other physical inventory or cycle count undertaken by any Loan Party) within ten (10) days following the completion of such inventoryphysical inventory and such cycle count.
(ii) The On the Administrative Agent’s request, the Borrowers’ Representative, within thirty (30) days following the completion of such inventoryphysical inventory and such cycle count, shall provide the Administrative Agent with a reconciliation of the results of each such physical inventory and cycle count (as well as of any other physical inventory or cycle count undertaken by any Loan Party) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial books and records records.
(iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuing, may cause such additional physical inventories and cycle counts to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties).
(b) The Administrative Agent may obtain appraisals of the Collateral, from time to time (in all events, at the Loan Parties’ expense) Collateral conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the The Administrative Agent contemplates obtaining two shall be entitled to obtain one (21) appraisals appraisal (in all events, at the Loan Parties’ expense) of the Loan Parties’ Inventory during any twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent; provided that, if Excess Availability at any time is less than thirty percent (30%) of the Revolving Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to two (2) appraisals of the Loan Parties’ Inventory in the following twelve (12) month period at the Loan Parties’ expense. In addition, the Administrative Agent may obtain additional appraisals at its own expense, ; provided, however, that following the occurrence of an Event of Default, the Administrative Agent may may, in its discretion, cause additional such appraisals to be undertaken at the Loan Parties’ expense.
(c) The Administrative Agent contemplates conducting two may obtain commercial finance audits of the Loan Parties’ books and records, conducted by such examiners as are satisfactory to the Administrative Agent. The Administrative Agent shall be entitled to conduct one (21) commercial finance audits audit (in each event, at the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect, conducted by such examiners as are satisfactory to the Administrative Agent; provided that, if Excess Availability at any time is less than thirty percent (30%) of the Revolving Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to two (2) commercial finance audits of the Loan Parties’ books and records in the following twelve (12) month period at the Loan Parties’ expense. In addition, the Administrative Agent may obtain additional commercial finance audits at its own expense, ; provided, however however, that following the occurrence of an Event of Default, the Administrative Agent may may, in its discretion, cause additional such commercial finance audits to be undertaken at the Loan Parties’ expense.
(d) The Administrative Agent agrees that so long as no Default or Event of Default has occurred and is continuing and (i) as long as such commercial examinations and collateral reports and appraisals are conducted or obtained by the Revolving Agent at the times, frequency and cadence set forth in Sections 5.09(b) and (c), (ii) the physical inventories are conducted by the Borrower at the times, frequency and cadence set forth in Section 6.09(a), (iii) the examiners, auditors, appraisers and inventory auditors utilized by the Revolving Agent are reasonably satisfactory to the Administrative Agent and (iv) the terms, conditions and scope of such commercial examinations, collateral reports and appraisals are reasonably acceptable to the Administrative Agent, the Administrative Agent shall not exercise its rights to conduct examinations or physical inventories, or obtain collateral reports and appraisals, provided, that the Revolving Agent furnishes a copy of each such collateral report, appraisal and physical inventory undertaken by it to the Administrative Agent (which the Borrowers shall authorize and direct the Revolving Agent to do so). If any of the forgoing conditions specified in Section 5.09(d)(ii), (iii) or (iv) are not satisfied, the Administrative Agent may exercise its rights to conduct examinations or physical inventories or obtain collateral reports and appraisals.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Destination Xl Group, Inc.)
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent and the Tranche B Lender may observe each inventory and any cycle count of the Collateral which is undertaken on behalf of any Loan Party. The Loan Parties shall conduct not less than one physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or of the Loan Parties, provided, however, the Administrative Agent may do so if a Default has occurred and is continuing.
(i) On the Administrative Agent’s request, the Borrowers’ Representative shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) within ten (10) days following the completion of such inventory.
(ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial books and records records.
(iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuing, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties)
(b) The Administrative Agent may obtain appraisals of the Collateral, from time to time (in all events, at the Loan Parties’ expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent contemplates obtaining two (2and at the request of the Tranche B Lender shall obtain) four (4) appraisals (in all events, at the Loan Parties’ expense) of the Loan Parties’ Inventory during any twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In addition, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause additional such appraisals to be undertaken (in each event, at the Loan Parties’ expense).
(c) The Administrative Agent contemplates conducting two (2and at the request of the Tranche B Lender shall conduct) four (4) commercial finance audits (in each event, at the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect. In addition, the Administrative Agent may obtain additional commercial finance audits at its own expense, provided, however following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to be undertaken (in each event, at the Loan Parties’ expense).
Appears in 1 contract
Samples: Loan and Security Agreement (Casual Male Retail Group Inc)
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent and each Lender, at the expense of the Borrowers, may observe observe, at the Parent's distribution facility, each physical count and/or inventory and any cycle count of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. the Borrowers.
(b) The Loan Parties Borrower, at its own expense, shall conduct not less than cause at least one (1) full physical inventoryinventory (which physical inventory shall, per Store and per warehouseon a cumulative basis, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or cover all of Borrower's store locations in the United States) to be undertaken in each twelve (12) month period during which this Agreement is in effect (the spacing of the Loan Parties, provided, however, scheduling of which inventories shall be satisfactory to the Administrative Agent in all respects) conducted by such inventory takers as are reasonably satisfactory to the Agent and following such methodology as may do so if a Default has occurred and is continuingreasonably be satisfactory to the Agent.
(i) On the Administrative Agent’s request, the Borrowers’ Representative The Lead Borrower shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) within ten (10) days following the completion of such inventory.
(ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Partythe Borrowers) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial Borrowers' books and records within thirty (30) days following the end of the calendar month during which such inventory was completed.
(iiiii) The Administrative Agent, in its discretion, if a Default has occurred and is continuingfollowing the occurrence of an Event of Default, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan PartiesBorrowers).
(bc) The Administrative Agent may obtain appraisals of Upon the Collateral, Agent's reasonable request from time to time time, the Borrowers shall permit the Agent to obtain Inventory appraisals (in all events, at the Loan Parties’ Borrowers' expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As Prior to the occurrence of any Event of Default the Closing Date, the Administrative Agent contemplates obtaining shall obtain two (2) appraisals (2)appraisals in all events, at the Loan Parties’ expense) of the Loan Parties’ Inventory during any each twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory effect (the spacing of the scheduling of which appraisals shall be subject to the Administrative Agent's discretion). In additionThe Agent, the Administrative Agent may obtain additional appraisals at in its own expense, provided, howeverdiscretion, following the occurrence of an Event of Default, the Administrative Agent may cause such additional such appraisals to be undertaken taken as the Agent determines (each, at the Loan Parties’ expenseexpense of the Borrowers).
(cd) The Administrative Upon the Agent's reasonable request from time to time, the Borrowers shall permit the Agent contemplates conducting two to obtain Real Estate appraisals on the Eligible Real Estate conducted by such appraisers as are reasonably satisfactory to the Agent. Prior to the occurrence of any Event of Default the Borrower shall not be required to pay for more than (2) commercial finance audits (1)appraisal in each event, at the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve eighteen (1218) month period during which this Agreement is in effect. In addition, effect (the Administrative Agent may obtain additional commercial finance audits at its own expensespacing of the scheduling of which appraisals shall be subject to the Agent's discretion), provided, however following the occurrence of an Event of Default, the Administrative Agent may require additional appraisals at any time at the expense of the Agent and the Lenders. The Agent, in its discretion, may cause such additional such commercial finance audits appraisals to be undertaken taken as the Agent determines (each, at the Loan Parties’ expense.expense of the Borrowers), at any time (i) if Collateral Availability falls
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Samples: Loan and Security Agreement (Sports Authority Inc /De/)
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent may observe each inventory and any cycle count of the Collateral which is undertaken on behalf of any Loan PartyBorrower. No Borrower may change the methodology to be followed in connection with the conduct of and reporting on the results of such inventory from the methodology employed by the Borrowers in connection with the Prepetition Senior Debt. The Loan Parties Borrowers shall conduct not less than one physical inventory, per Store and per warehouse, per Fiscal fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or of the Loan PartiesBorrowers, provided, however, the Administrative Agent may do so if a Default has occurred and is continuingany Borrower becomes InDefault.
(i) On the Administrative Agent’s 's request, the Borrowers’ ' Representative shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan PartyBorrower) within ten (10) days following the completion of such inventory.
(ii) The On the Administrative Agent's request, the Borrowers’ Representative, within thirty (30) days following the completion of such inventory, ' Representative shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan PartyBorrower) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial that Borrower's books and records within thirty (30) days following the completion of such inventory.
(iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuingany Borrower becomes InDefault, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan PartiesBorrowers).
(b) The Administrative Agent may obtain appraisals of the Collateral, from time contemplates conducting up to time four (4) commercial finance audits (in all eventseach event, at the Loan Parties’ Borrowers' expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing DateBorrowers' books and records during any twelve (12) month period during which this Agreement is in effect, but following the occurrence of an Event of Default, may cause additional such audits to be undertaken (in each event, at the Borrowers' expense).
(c) The Administrative Agent contemplates obtaining two of up to four (24) appraisals (in all events, at the Loan Parties’ Borrowers' expense) of the Loan Parties’ Borrowers' Inventory during any twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In addition, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, but following the occurrence of an Event of Default, the Administrative Agent may cause additional such appraisals to be undertaken at the Loan Parties’ expense.
(c) The Administrative Agent contemplates conducting two (2) commercial finance audits (in each event, at the Loan Parties’ Borrowers' expense).
(d) The Administrative Agent may obtain additional appraisals of each parcel of the Loan Parties’ books and records Real Estate (at the Borrowers' expense for one (1) appraisal made during any each twelve (12) month period during which this Agreement is in effect. In addition, after the first anniversary of the date hereof) updating the most recent such appraisal delivered to the Administrative Agent may obtain additional commercial finance audits at its own expensepursuant to Section 4:4-4 or this Section 6:6-9(d), providedto be conducted by such appraisers as are satisfactory to the Administrative Agent, however and following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits appraisals to be undertaken (in each event, at the Loan Parties’ Borrowers' expense).
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INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent Agent, at the expense of the Loan Parties, may participate in and/or observe each physical count and/or inventory and any cycle count of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. .
(b) The Loan Parties shall conduct not less than one physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or of the Loan Parties, providedat their own expense, however, shall cause at least one (1) physical inventory to be undertaken in each twelve (12) month period during which this Agreement is in effect conducted by such inventory takers as are satisfactory to the Administrative Agent and following such methodology as may do so if a Default has occurred and is continuingbe satisfactory to the Agent.
(i) On the Administrative Agent’s request, the Borrowers’ Representative The Lead Borrower shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) within ten (10) days following the completion of such inventory.
(ii) The Borrowers’ RepresentativeLead Borrower, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) and shall post such results to the Loan Parties’ ' stock ledger and, as applicable to the Loan Parties’ ' other financial books and records records.
(iii) The Administrative Agent, in its discretion, if a any Default or Event of Default has occurred and is continuing, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties).
(bc) The Administrative Agent may obtain appraisals of the Collateral, from time to time (in all events, at the Loan Parties’ ' expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent contemplates obtaining two (2) appraisals (in all events, at the Loan Parties’ expense) of the Loan Parties’ Inventory during any twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In addition, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause additional such appraisals to be undertaken at the Loan Parties’ expense.
(cd) The Administrative Agent contemplates conducting two up to four (24) commercial finance audits field examinations (in each event, at the Loan Parties’ Borrowers' expense) of the Loan Parties’ ' books and records during any twelve (12) month period during which this Agreement is in effect. In additionthe Agent's discretion, the Administrative Agent may obtain undertake additional commercial finance audits field examinations during such period in its discretion which shall be at its own expense, provided, however following the occurrence of an expense unless a Default or Event of Default, the Administrative Agent may cause additional such commercial finance audits to Default shall have occurred and be undertaken continuing in which event each shall be at the Loan Parties’ Borrowers' expense.
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INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent Agent, at the expense of the Borrower, may participate in and/or observe each physical count and/or inventory and any cycle count of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. of, and at the request of, the Borrower.
(b) The Loan Parties Borrower, at its own expense, shall conduct cause not less than one (1) physical inventory, per Store inventory to be undertaken in each twelve (12) month period during which this Agreement is in effect conducted by such inventory takers as are reasonably satisfactory to the Agent and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or of following such methodology as may be reasonably satisfactory to the Loan Parties, provided, however, the Administrative Agent may do so if a Default has occurred and is continuingAgent.
(i) On the Administrative Agent’s request, the Borrowers’ Representative The Borrower shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Partythe Borrower) within ten fourteen (1014) days following the completion of such inventory.
(ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventory, Borrower shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Partythe Borrower) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial Borrower's books and records within forty-five (45) days following completion of such inventory.
(iii) The Administrative Agent, in its discretion, if following the occurrence, and during the continuance, of a Default has occurred and is continuingSuspension Event, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan PartiesBorrower).
(bc) The Administrative Agent may obtain appraisals of Upon the Collateral, Agent's request from time to time time, the Borrower shall permit the Agent to obtain appraisals (except as set forth in the proviso below, in all events, at the Loan Parties’ Borrower's expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As Agent and using a methodology similar in scope and nature as was undertaken on behalf of the Closing DateAgent prior to the effectiveness of this Agreement. Without limiting the foregoing, the Administrative Agent may obtain periodic Inventory liquidation analyses performed by Hilco/Great American Group or another liquidation analysis firm selected by the Agent, provided that, as long as no Event of Default has occurred and is continuing, the Agent shall not require the Borrower to pay for more than three (3) such appraisals, or in excess of $40,000.00 in the aggregate, in any twelve month period.
(d) The Agent contemplates obtaining two conducting Three (23) appraisals (in all events, at the Loan Parties’ expense) commercial finance audits of the Loan Parties’ Inventory Borrower's books and records during any twelve Twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers using a methodology similar in scope and nature as are satisfactory was undertaken on behalf of the Agent prior to the Administrative Agenteffectiveness of this Agreement. In addition, the Administrative Agent may obtain additional appraisals at its own expense, provided, howeverdiscretion, following the occurrence of a Suspension Event, the Agent may undertake additional such audits during such period. Such commercial finance examinations shall be at the Borrower's expense, provided that prior to the occurrence, and during the continuance, of an Event of Default, the Administrative Agent may cause additional such appraisals to be undertaken at maximum amount payable by the Loan Parties’ expenseBorrower in any fiscal year shall not exceed $25,000.00 in the aggregate.
(ce) The Administrative Agent contemplates conducting two from time to time may undertake "mystery shopping" (2so-called) commercial finance audits (in each event, visits to all or any of the Borrower's business premises. Such mystery shopping shall be at the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect. In addition, the Administrative Agent may obtain additional commercial finance audits at its own Borrower's expense, providedprovided that prior to the occurrence, however following and during the occurrence continuance, of an Event of Default, the Administrative maximum amount payable by the Borrower in any fiscal year shall not exceed $1,500.00 in the aggregate. The Agent may cause additional shall provide the Borrower with a copy of any non-confidential results of such commercial finance audits to be undertaken at the Loan Parties’ expensemystery shopping.
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INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent may observe may, at the expense of the Borrowers, participate in and/or observe, each physical count and/or inventory and any cycle count of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. the Borrowers.
(b) The Loan Parties Borrowers, at their own expense, shall conduct cause each store location to have not less than one (1) physical inventoryinventory in each fiscal year to be undertaken on a generally annual basis, per Store consistent with current practice, while this Agreement is in effect (the scheduling of which shall be subject to the Agent's reasonable discretion), conducted by such inventory takers as are satisfactory to the Agent and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or of following such methodology as may be satisfactory to the Loan Parties, provided, however, the Administrative Agent may do so if a Default has occurred and is continuingAgent.
(i) On the Administrative Agent’s request, the Borrowers’ Representative The Lead Borrower shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Partythe Borrowers) within ten (10) days following the completion of such inventory.
(ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventory, its completion.
(ii) The Lead Borrower shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory reconciliation undertaken by any Loan Partythe Borrowers) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial Borrowers' books and records within thirty (30) days following the completion of such inventory.
(iii) The Administrative AgentFollowing the occurrence of an Event of Default, the Agent may, in its discretion, if a Default has occurred and is continuing, may cause such additional inventories to be taken as the Administrative Agent determines (each, each at the expense of the Loan PartiesBorrowers).
(bc) The Administrative Agent may obtain appraisals of Upon the Collateral, Agent's request from time to time time, the Borrowers shall permit the Agent to arrange for Inventory appraisals (in all events, at the Loan Parties’ Borrower's expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As Prior to the occurrence of any Event of Default the Closing Date, Agent shall have the Administrative Agent contemplates obtaining two right to obtain (2at the Borrower's expense) up to four (4) appraisals (in all events, at the Loan Parties’ expense) of the Loan Parties’ Inventory during any each twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory effect (the spacing of the scheduling of which appraisals shall be subject to the Administrative Agent's discretion). In additionThe Agent, the Administrative Agent may obtain additional appraisals at in its own expense, provided, howeverdiscretion, following the occurrence of an Event of Default, the Administrative Agent may cause such additional such appraisals to be undertaken taken as the Agent determines (each, at the Loan Parties’ expenseexpense of the Borrowers).
(cd) The Administrative Agent contemplates conducting two up to three (23) commercial finance audits (in each event, at the Loan Parties’ Borrowers' expense) of the Loan Parties’ Borrowers' books and records during any twelve (12) month period during which this Agreement is in effect. In additionThe Agent, the Administrative Agent may obtain additional commercial finance audits at in its own expensediscretion, provided, however following the occurrence of an Event of Default, may cause such additional audits to be taken as the Administrative Agent determines (at the expense of the Borrowers).
(e) The Agent contemplates causing not more than two (2) (so-called) "mystery shopping" visits to all or any of the Borrowers' business premises during any 12-month period during which this Agreement is in effect, but following the occurrence of an Event of Default, may cause additional such commercial finance audits visits to be undertaken (in each event, at the Loan Parties’ Borrowers' expense). The Agent shall provide the Borrowers with a copy of any non-confidential results of such mystery shopping.
(f) In addition to and without limitation of the foregoing, the Borrowers shall permit the Agent, at the request of the Tranche B Lender, to arrange for an Inventory Appraisal (at Borrowers' expense) conducted by an appraiser satisfactory to Tranche B Lender and the Borrowers acknowledge and agree that the Agent, at the request of the Tranche B Lender, in its discretion, may conduct a commercial finance audit of Borrower's books and records (at Borrowers' expense).
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INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent Agent, at the expense of the Borrowers, may participate in and/or observe each physical count and/or inventory and any cycle count of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. the Borrowers.
(b) The Loan Parties Borrowers, at their own expense, shall conduct cause not less than one One (1) physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring inventory (which may include cycle counts of different locations at different times) to be undertaken during any additional physical inventories by or Fifteen (15) month period during which this Agreement is in effect (the spacing of the Loan Parties, provided, however, scheduling of which inventories shall be subject to the Administrative Agent’s discretion) conducted by such inventory takers as are satisfactory to the Agent and following such methodology as may do so if a Default has occurred and is continuingbe satisfactory to the Agent.
(i) On the Administrative Agent’s request, the Borrowers’ Representative The Borrowers shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Partythe Borrowers) within ten (10) days at the time the Borrowers next deliver the reports required pursuant to Section 6.5 following the completion of such inventory.
(ii) The Borrowers’ Representative, within thirty (30) days at the time the Lead Borrower next delivers the reports required pursuant to Section 6.5 following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Partythe Borrowers) and shall post such results to the Loan Parties’ Borrower’s stock ledger and, as applicable to the Loan PartiesBorrowers’ other financial books and records records.
(iiic) The Administrative Agent, in its discretion, if a Default has occurred and is continuingthe Borrowers are In Default, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan PartiesBorrowers).
(bd) The Administrative Agent may obtain contemplates conducting Two (2) appraisals of the Collateral, from time to time Collateral (in all eventseach event, at the Loan PartiesBorrowers’ expense) during any Twelve (12) month period during which this Agreement is in effect conducted by such appraisers as are satisfactory to the Administrative Agent, but in its discretion, may undertake additional such appraisals during such period. As of Notwithstanding the Closing Date, the Administrative Agent contemplates obtaining two (2) appraisals (in all eventsforegoing, at the Loan Parties’ expense) of the Loan Parties’ Inventory any time Availability shall be less than $50,000,000 during any twelve Twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In addition, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause additional such appraisals to be undertaken at the Loan Parties’ expense.
(c) The Administrative Agent contemplates conducting two Three (23) commercial finance audits such appraisals of the Collateral during such period; provided that the Agent may, in its reasonable discretion, conduct such additional appraisals as it deems necessary (in each event, at the Loan PartiesBorrowers’ expense).
(e) The Agent contemplates conducting Two (2) commercial finance field examinations (in each event, at the Borrowers’ expense) of the Loan PartiesBorrowers’ books and records during any twelve Twelve (12) month period during which this Agreement is in effect, but in its discretion, may undertake additional such audits during such period. In additionNotwithstanding the foregoing, at any time Availability shall be less than $50,000,000 during any Twelve (12) month period during which this Agreement is in effect, the Administrative Agent may obtain contemplates conducting Three (3) such field examinations of the Borrowers’ books and records during such period; provided that the Agent may, in its reasonable discretion, conduct such additional commercial finance audits at its own expensefield examinations as it deems necessary (in each event, provided, however following the occurrence of an Event of Default, the Administrative Agent may cause additional such commercial finance audits to be undertaken at the Loan PartiesBorrowers’ expense).
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