the Availability Block. (c) Clause (a) to Schedule E of the Loan Agreement is amended and restated in its entirety as follows:
the Availability Block. During the occurrence and continuance of an Event of Default, the limitations set forth in the immediately preceding sentence may be adjusted downward by Agent and the requirements in the definitions of Eligible Accounts, Eligible Adjusted Municipal Accounts and Eligible Inventory may be supplemented by Agent, as Agent shall deem necessary or appropriate in its reasonable credit judgment (with Agent agreeing to provide Borrowers with reasonably prompt notice of the making of any such adjustment or the establishment of any such supplement). For purposes hereof, (1) the net amount of Eligible Accounts at any time shall be the face amount of such Eligible Accounts less any and all returns, rebates, discounts (which may, at Agent's option, be calculated on shortest terms), credits, allowances or excise taxes of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time, (2) the amount of Eligible Inventory shall be determined on a first-in, first-out, lower of cost or market basis in accordance with GAAP and (3) the net orderly liquidation percentage of each category or type of Eligible Inventory shall be determined by a third party appraiser reasonably acceptable to Agent and shall be as reflected in the most recent Inventory appraisal delivered to Agent under this Agreement.
the Availability Block. In determining the Domestic Borrowing Base from time to time, the Agent may, but shall not be required to, rely upon reports or analyses generated by the Borrower (including, without limitation, Borrowing Base Certificates and Collateral Update Certificates) and reports or analyses generated by or on behalf of the Agent or any Lender or by third party collateral examination. Notwithstanding anything to the contrary set forth herein, the Agent may in its sole discretion at any time and from time to time, subject to subsections 11.2(b)(xi)) and (b)(xii), adjust the percentages of Eligible Accounts or of Eligible Inventory, change eligibility criteria contained in the definitions of Eligible Accounts or Eligible Inventory, and change and/or establish reserves (such reserves to be standard and customary for facilities of this nature) taken in respect of Eligible Inventory and Eligible Accounts from time to time based upon the results of any appraisals or other sources of information which demonstrate in the Agent's reasonable judgment based on due inquiry a change in the collectability of accounts receivable of the Borrower or any Domestic Subsidiary and/or the marketability or composition of inventory of the Borrower or any Domestic Subsidiary and/or other market changes affecting the value of accounts or inventory comprising the Domestic Borrowing Base.
the Availability Block. The term “Borrowing Base” and the calculation thereof shall not include any assets or property acquired in an Acquisition or otherwise outside the ordinary course of business unless (x) if so required by the Administrative Agent, the Administrative Agent has conducted Field Exams and appraisals reasonably required by it (with results satisfactory to the Administrative Agent in its discretion) and (y) the Person owning such assets or property shall have become a Borrower in accordance with and pursuant to Section 7.12. Notwithstanding anything to the contrary set forth in this Agreement, (i) in no event shall the aggregate amount, as of any time of calculation, of the Specified Third Amendment Credit Availability
