Borrowing Base Determination Sample Clauses

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent as soon as available, but in any event within 15 days after the end of each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base inclu...

Borrowing Base Determination. (a) No later than 15 days after the last day of each calendar month or more frequently as requested by the Administrative Agent, a Borrowing Base Certificate as of the first day of such month executed by a Responsible Officer of the Borrower. The Borrower agrees that each Borrowing Base Certificate delivered by the Borrower shall be accompanied by appropriate supporting data and shall not be deemed delivered until verified by the Administrative Agent to the Administrative Agent's satisfaction. Upon verification by the Administrative Agent, each Borrowing Base Certificate shall be deemed delivered for purposes of determining the Borrowing Base as of the date of its actual delivery. The Borrower agrees that the Administrative Agent in the process of its verification may determine, in its reasonable discretion, the particular category to which any Borrowing Base Asset belongs. (b) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense, and, after and during the continuance of an Event of Default, at the Borrower's sole cost and expense) make physical verifications of the Borrowing Base Assets in any manner and through any medium that the Administrative Agent considers advisable, and the Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith.

Borrowing Base Determination. (a) The Company may deliver from time to time a Borrowing Base Certificate, but in any event shall deliver a Borrowing Base Certificate (i) as soon as available but in any event not later than fifteen (15) days after the end of each fiscal month, (ii) during a Liquidity Event Period or if an Event of Default has occurred and is continuing, not later than five (5) days after the end the last day of each week (containing available updated figures for Eligible Receivables but not, unless otherwise available, Eligible Inventory) and (iii) as soon as available, but in any event not later than 2 Business Days after the sale of any Receivables and Related Assets in connection with a Receivables Facility that comprise any portion of the Borrowing Base (containing available updated figures for Eligible Receivables but not, unless otherwise available, Eligible Inventory), in each case, executed by a Responsible Officer of the Company. Prior to the delivery of the first Borrowing Base Certificate pursuant to this Section 10.17(a), the most recent “Borrowing Base Certificate” delivered to the Administrative Agent by the Company pursuant to the Existing Credit Agreement shall be in effect. (b) The Company may and, upon request of the Administrative Agent, shall conduct, or cause to be conducted, at its expense, and present to the Administrative Agent for approval, such Appraisals, investigations and reviews as the Administrative Agent shall request for the purpose of determining the Borrowing Base, all upon reasonable notice and at such times during normal business hours and as often as may be reasonably requested; provided, however, that unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than two (2) such Appraisals, investigations and reviews during any calendar year; provided, further, once a Liquidity Event Period has commenced and is continuing, the Administrative Agent shall request no more than four such Appraisals, investigations and reviews during any calendar year. The Company shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of the Accounts referred to therein. (c)...

Borrowing Base Determination. The Borrowing Base shall be determined either (x) as of the 15th day of each month and on the last day of each month, or (y) weekly as of the last Business Day of each week, as applicable, and at such other times as the Administrative Agent may request, in each case by reference to the most recent Borrowing Base Report delivered by the Borrower to the Administrative Agent pursuant to Section 6.02(h). The Borrowing Base shall be subject to review and adjustment by the Administrative Agent in its Permitted Discretion (i) based upon the results of periodic field audits, inventory valuations, inventory assessments and/or other reports pursuant to Section 6.10, (ii) to reflect the Administrative Agent’s reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Accounts or otherwise, and (iii) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve.

Borrowing Base Determination. The Borrowing Base shall be determined (i) as of the 15th day of each month and on the last day of each month at all times during which the Aggregate Availability equals or exceeds fifteen percent (15%) of the Total Aggregate Commitments in effect at such time, and (ii) weekly on the last Business Day of each week at all times during which the Aggregate Availability is less than fifteen percent (15%) of the Total Aggregate Commitments in effect at such time, in either case by reference to the Borrowing Base Report delivered by the Borrower to the Administrative Agent pursuant to Section 6.02(g). The Borrowing Base shall be subject to adjustment based upon the results of a field audit pursuant to Section 6.10(b). The Borrowing Base shall be equal to the sum of (A) 95% of Eligible U.S. Government Accounts Receivable; plus (B) 90% of Eligible Accounts Receivable (other than Eligible U.S. Government Accounts Receivable) from Preferred Eligible Account Obligors; plus (C) 85% of Eligible Accounts Receivable (other than Eligible U.S. Government Accounts Receivable) from Eligible Account Obligors other than Preferred Eligible Account Obligors; plus (D) 85% of Eligible Refinery Hydrocarbon Inventory (except for (1) Eligible Refinery Hydrocarbon Inventory at the Borrower's and its Subsidiaries' service stations and cardlocks, and (2) Statoil Commingled Inventories), plus (E) 50% of Eligible Refinery Hydrocarbon Inventory at the Borrower's and the Guarantors' service stations and cardlocks; plus (F) 60% of the Lenders' pro rata share of the Statoil Commingled Inventories; plus (G) 50% of the Eligible Lubricants Inventory; plus (H) 80% of Eligible In-Transit Crude Oil; plus (I) at the option of the Borrower, 100% of Eligible Cash; minus (J) 100% of First Purchase Crude Payables and minus (K) any Outstanding Amount as defined in the L/C Credit Agreement. Beginning July 1, 2009, the percentage contained in subsection (D) above shall reduce from 85% to 80%.

Borrowing Base Determination. (i) Not later than fifteen (15) Business Days following each calendar month end, the Borrower shall deliver to the Administrative Agent, the Structuring Advisor and the Lenders a Borrowing Base Certificate executed by a Responsible Officer of the Borrower. (ii) The Requisite Lenders may make test verifications of the Pool Receivables in any manner and through any medium that the Requisite Lenders consider advisable, and the Borrower shall furnish all such commercially reasonable assistance and information as the Requisite Lenders and their advisors may require in connection therewith; provided that the Requisite Lenders shall not take any actions that could reasonably be expected to cause any disruption to the Obligors or their affiliates; provided, further, that the Requisite Lenders shall not make such test verifications under this clause (ii) on more than one occasion in any fiscal quarter unless an Amortization Event has occurred and is continuing.

Borrowing Base Determination. (a) The Borrower shall conduct, or shall cause to be conducted, at its expense, and upon request of the Agent, and shall present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall reasonably request for the purpose of confirming the Borrowing Base, all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested. The Borrower shall furnish to the Agent any information which the Agent may reasonably request regarding the determination and calculation of the Borrowing Base including, without limitation, correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all obligors. (b) The Borrower shall promptly notify the Agent and the Lenders in writing in the event that at any time the Borrower receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to Section 6.10(e) or that (ii) the outstanding Loans and the Letter of Credit Obligations exceed the Borrowing Base as a result of a decrease therein, and the amount of such excess. (c) The Agent may make physical verifications of the Inventory in any manner and through any medium that the Agent considers advisable, and the Borrower shall furnish all such assistance and information as the Agent may require in connection therewith.

Borrowing Base Determination. (a) The Borrower and each Guarantor shall conduct, or shall cause to be conducted, at its expense, and upon request of the Agent, and present to the Agent for approval, such appraisals, investigations or reviews as the Agent shall reasonably request for the purpose of determining the Borrowing Base, all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested. The Borrower and each Guarantor shall furnish to the Agent any information which the Agent may reasonably request regarding the determination and calculation of the Borrowing Base including, without limitation, correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all obligors. (b) The Borrower shall promptly notify the Agent in writing in the event that at any time the Borrower, any Guarantor or any of their Subsidiaries receives or otherwise gains knowledge that the Borrowing Base is less than 110% of the Revolving Credit Commitments.

Borrowing Base Determination. (a) The Borrower shall conduct, or shall cause to be conducted, at its expense, and upon request of the Agent, and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested in accordance with the Agent's customary practices. The Borrower shall furnish to the Agent any information which the Agent may reasonably request regarding the determination and calculation of the Borrowing Base and which is available to the Borrower without undue cost or effort, including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (b) The Borrower shall promptly notify the Agent in writing in the event that at any time the Borrower receives or otherwise gains knowledge that (i) the Borrowing Base has decreased by $10,000,000 from the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to Section 6.1(h) or that (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, and the amount of such excess. (c) The Agent may, at the Borrower's sole cost and expense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Agent considers advisable, and the Borrower shall furnish all such assistance and information as the Agent may require in connection therewith.