Common use of Borrowing Base Determination Clause in Contracts

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 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. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the sole cost and expense of Group and the Borrower, make test verifications of the Accounts in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (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) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

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, deliver 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. Canadian 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 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. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the sole cost and expense of Group and the Borrower, make test verifications of the Accounts in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (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. Canadian Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Canadian Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower Company may deliver from time to time a Borrowing Base Certificate, but in any event shall deliver to a Borrowing Base Certificate (i) as soon as available but in any event not later than 15 days after the Administrative Agent 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 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 within 15 days not later than 2 Business Days after the end sale of each calendar month, as any Receivables and Related Assets in connection with a Receivables Facility that comprise any portion of the end of such calendar monthBorrowing Base (containing available updated figures for Eligible Receivables but not, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per weekunless otherwise available, Eligible Inventory), a Borrowing Base Certificate in each case, executed by a Responsible Officer of Group; provided, that during each Accelerated the Company. Prior to the delivery of the first Borrowing Base Certificate Delivery Period or during the existence of an Event of Defaultpursuant to this Section 10.17(a), the Borrower shall deliver most recent “Borrowing Base Certificate” delivered to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of by the Business Day immediately prior Company pursuant 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 Original Credit Agreement 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 Certificateeffect. (b) Group and the Borrower agree (i) that the Administrative AgentThe Company may and, 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, shall conduct, or cause to be conducted, at its expense, and present to the Administrative Agent for approval, such appraisals Appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest 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, in each case at however, that unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default shall be continuing, the expense of Group Administrative Agent shall request no more than two such Appraisals, investigations and for reviews during any calendar year; provided, further, once a Liquidity Event Period has commenced and is continuing, the purpose of determining the Borrowing BaseAdministrative Agent shall request no more than four such Appraisals, investigations and reviews during any calendar year. Group and the Borrower The Company shall furnish to the Administrative Agent any information which 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. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Company shall promptly notify the Administrative Agent in writing in the event that at any time the Company 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 clause (a) above, (ii) the outstanding Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Maximum Availability as a result of a decrease therein, in which case such notice shall also include the amount of such excess or (iii) a Liquidity Event Period has begun. (d) The Administrative Agent may, at the Company’s sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent reasonably considers advisable, and Group and the Borrower Company shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each ; provided, however, that unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Group Default shall be continuing, the Administrative Agent shall request no more than two such verifications during any calendar year; provided, further, once a Liquidity Event Period has commenced and is continuing, the Borrower shallAdministrative Agent shall request no more than four such verifications during any calendar year. At any time and from time to time, upon the Administrative Agent’s request and at the expense of the Company, the Company shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others reasonably satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (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) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver furnish to the Administrative Agent a certificatereports showing reconciliations, as of aging and test verifications of, and trial balances for, the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupAccounts; provided, however, that sets forth the aggregate amount unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received request no more than two such reports during any calendar year and; provided, further, that once a Liquidity Event Period has commenced and is continuing, the results of the appraisals, field audits, test verifications and other evaluations of Administrative Agent shall request no more than four such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreports during any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver deliver, (i) if Available Credit is greater than or equal to the Administrative Agent $25,000,000, as soon as available, but available and in any event within 15 not later than ten days after the end last day of each calendar fiscal month, a Borrowing Base Certificate as of the end last day of such calendar fiscal month, (ii) if Available Credit is less than $25,000,000, as soon as available and in any event not later than three Business Days after the first day of each week and (iii) at such other times as may be reasonably requested by its discretion, three Business Days after the Administrative Agent first day of each week (but not more than one per weekfor a minimum of eight (8) consecutive weeks), a Borrowing Base Certificate as of the last day of the immediately preceding week, in each case, executed by a Responsible Officer of Group; providedthe Borrower. (b) The Borrower shall, that during each Accelerated Borrowing Base Certificate Delivery Period or during and shall cause the existence of an Event of DefaultUK Guarantor to, 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 deliverconduct, 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, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest 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 each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the The Borrower shall furnish to the Administrative Agent any information which 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 Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Borrower shall promptly notify the Administrative Agent 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 clause (a) above, (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess, (iii) the Available Credit is less than $15,000,000 and is less than $10,000,000. (d) The Administrative Agent may, at the Borrower’s sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each therewith and at any time a Default or Event of Group Default shall be continuing, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (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) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver furnish to the Administrative Agent a certificatereports showing reconciliations, as of aging and test verifications of, and trial CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. balances for, the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupAccounts; provided, however, that sets forth the aggregate amount unless a Default or Event of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received provide two (2) days prior written notice of its requests and unless a Default or Event of Default shall be continuing, the results of the appraisals, field audits, test Administrative Agent shall request no more than four such verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerduring any calendar year.