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) 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, 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 the Company shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith; 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 verifications 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 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 independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; 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 reports during any calendar year and; provided, further, that once a Liquidity Event Period has commenced and is continuing, the Administrative Agent shall request no more than four such reports during any calendar year.
Appears in 1 contract
Sources: Revolving Credit Agreement (Revlon Consumer Products Corp)
Borrowing Base Determination. (a) The Company may deliver from time to time a Borrowing Base CertificateBorrower shall deliver, but in any event shall deliver a Borrowing Base Certificate (i) as soon as available but and in any event not later than fifteen (15) days 10 Business Days after the end of each fiscal monthmonth (or within such shorter period, (ii) during of not less than 5 days following such date, as the Borrower is from time to time practicably able to comply with, as reasonably determined by the Administrative Agent acting in consultation with the Borrower), a Borrowing Base Certificate as of the end of such fiscal month executed by a CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. Responsible Officer of the Borrower. At any time when a Liquidity Event Period has occurred and is continuing or if at any time when Excess Availability is less than 10% of the amount of the Borrowing Base, the Borrower shall also deliver, as soon as available and in any event not later than 10 Business Days after the end of the last day of the second full week of each fiscal month (or within such shorter period of not less than 5 days following such date, determined as aforesaid), an Event additional Borrowing Base Certificate as of the end of such period. At any time when Excess Availability is less than the greater of $50,000,000 and 5% of the amount of the Borrowing Base, the Borrower shall also deliver, as soon as available and in any event not later than 10 Business Days after the end of the last day of each week of each fiscal month (or within such shorter period of not less than 5 days following such date, determined as aforesaid) for which a Borrowing Base Certificate is not already required at such time to be delivered pursuant to the foregoing provisions of this Section 6.12(a), an additional Borrowing Base Certificate as of the end of such period. At any time when a 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 Borrower shall provide additional Borrowing Base Certificates at such times as the Administrative Agent may reasonably request. The Borrower may at any time at its option provide Borrowing Base Certificates more frequently than as required pursuant to this paragraph (containing available updated figures a); provided, however, that the information set forth therein shall not be less current than 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 any other Borrowing Base Certificate required to be delivered pursuant to this Section 10.17(aparagraph (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, Borrower shall conduct, or shall cause to be conducted, at its expenseexpense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, or the Administrative Agent may at its election conduct, (i) such Appraisalsappraisals, investigations and reviews as and (ii) such test verifications of the Accounts (including causing independent public accountants or others satisfactory to the Administrative Agent shall request to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts) and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable for the purpose of determining the Borrowing Base, and the Borrower shall furnish all upon reasonable notice such assistance and at such times during normal business hours and information as often as the Administrative Agent may be reasonably requestedrequire in connection therewith; provided, however, that unless a Liquidity Event Period has commenced and the foregoing shall not be required by the Administrative Agent more frequently than quarterly during the 12 calendar month period following the Closing Date and, thereafter, not more frequently than once in each six-month period; provided further, however, that if at any time, the amount of (x) the Borrowing Base minus the amount of (y) any Availability Reserves then in effect plus the Revolving Credit Outstandings at such time, is continuing less than $400,000,000 or a Default or an 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 occurred which is continuing, the foregoing shall be provided at such times as the Administrative Agent shall request no more than four such Appraisals, investigations and reviews during any calendar yearmay reasonably request. The Company Borrower 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) The Company Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Company 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, and within 10 Business Days after first having such awareness or knowledge (or within such shorter period as the Borrower is practicably able to comply with), provide an updated Borrowing Base Certificate to reflect the foregoing, (ii) the outstanding Aggregate Outstanding Multi-Currency Extensions of Revolving Credit Outstandings exceed the Maximum Availability Credit as a result of a decrease thereinin the Borrowing Base, in which case such notice shall also include the amount of such excess or (iii) a Liquidity Event Period has begunoccurred. CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC.
(d) The Administrative Agent may, may exclude from the calculation of the Borrowing Base at any time assets acquired pursuant to a Permitted Acquisition until the Administrative Agent shall have first completed (at the CompanyBorrower’s sole cost and expense, make test verifications of the Accounts ) a field examination and physical verifications of the Inventory in any manner and through any medium that other due diligence reasonably deemed appropriate by the Administrative Agent reasonably considers advisablewith respect to such acquired assets.
(e) Each Lender shall, for the purpose of calculating the Borrowing Base, notify the Borrower and the Company shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith; provided, however, that unless (no less frequently than whenever a Liquidity Event Period has commenced and Borrowing Base Certificate is continuing or a Default or Event of Default shall required to be continuing, delivered by the Administrative Agent shall request no more than two (2Borrower pursuant to this Section 6.12) such verifications 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 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 Companyaggregate amount of any Cash Management Obligations and Obligations pursuant to Hedging Contracts held by such Lender or its Affiliates, the Company shall cause independent public accountants or others reasonably satisfactory other than such Cash Management Obligations and Obligations pursuant to Hedging Contracts to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, extent 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 reports during any calendar year and; provided, further, that once a Liquidity Event Period has commenced and is continuing, the Administrative Agent shall request no more than four such reports during any calendar yearthey have been cash collateralized.
Appears in 1 contract
Sources: Credit Agreement (Premcor Inc)
Borrowing Base Determination. (a) The Company may deliver from time to time a Borrowing Base CertificateBorrower shall deliver, but in any event shall deliver a Borrowing Base Certificate (i) as soon as available but and in any event not later than fifteen (15) 3 days after the end of each fiscal monthweek, (ii) during a Liquidity Event Period or if an Event Borrowing Base Certificate as of Default has occurred and is continuing, not later than five (5) days after the end the last day of each such 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 Borrower; provided, however, that from and after the delivery of date which is 90 days after the first Closing Date, in the event the Available Credit is greater than $40,000,000, the Borrower shall deliver a Borrowing Base Certificate pursuant to this Section 10.17(a)on a monthly basis as of the end of such calendar month, as soon as available and in any event not later than 6 Business Days after the most recent “Borrowing Base Certificate” delivered to end of each fiscal month executed by a Responsible Officer of the Administrative Agent by the Company pursuant to the Existing Credit Agreement shall be in effectBorrower.
(b) The Company may and, upon request of the Administrative Agent, Borrower shall conduct, or shall cause to be conducted, at its expenseexpense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such Appraisalsappraisals, 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, howeverthat the Borrower shall conduct, that unless a Liquidity Event Period has commenced or cause to be conducted, inventory appraisals at its expense, no less frequently than the date which is 6 months after the Closing Date and is continuing or a Default or Event thereafter, on each anniversary 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 yearClosing Date. The Company Borrower 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) The Company Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Company 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, or (ii) the outstanding Aggregate Outstanding Multi-Currency Extensions of Revolving Credit Outstandings exceed the Maximum Availability Borrowing Base 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 begunexcess.
(d) The Administrative Agent mayshall, at the Company’s Borrower's sole cost and expense, make test verifications of the Accounts and physical verifications of the Inventory Inventory, at least on a quarterly basis, in any manner and through any medium that the Administrative Agent reasonably considers advisable, and the Company Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith; 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 verifications 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 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 independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; 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 reports during any calendar year and; provided, further, that once a Liquidity Event Period has commenced and is continuing, the Administrative Agent shall request no more than four such reports during any calendar year.
Appears in 1 contract
Sources: Credit Agreement (Aviall Inc)
Borrowing Base Determination. (a) The Company may deliver from time to time Borrower shall deliver, as soon as available and in any event not later than 3 days after the end of each week, a Borrowing Base CertificateCertificate as of the end of such week executed by a Responsible Officer of the Borrower; provided, but however, that from and after the date which is 90 days after the Closing Date, in any the event the Available Credit is greater than $40,000,000, the Borrower shall deliver a Borrowing Base Certificate (i) on a monthly basis as of the end of such calendar month, as soon as available but and in any event not later than fifteen (15) 3 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, month 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 effectBorrower.
(b) The Company may and, upon request of the Administrative Agent, Borrower shall conduct, or shall cause to be conducted, at its expenseexpense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such Appraisalsappraisals, 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, howeverthat the Borrower shall conduct, that unless a Liquidity Event Period has commenced or cause to be conducted, inventory appraisals at its expense, no less frequently than the date which is 6 months after the Closing Date and is continuing or a Default or Event thereafter, on each anniversary 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 yearClosing Date. The Company Borrower 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) The Company Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Company 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, or (ii) the outstanding Aggregate Outstanding Multi-Currency Extensions of Revolving Credit Outstandings exceed the Maximum Availability Borrowing Base 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 begunexcess.
(d) The Administrative Agent mayshall, at the Company’s Borrower's sole cost and expense, make test verifications of the Accounts and physical verifications of the Inventory Inventory, at least on a quarterly basis, in any manner and through any medium that the Administrative Agent reasonably considers advisable, and the Company Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith; 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 verifications 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 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 independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; 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 reports during any calendar year and; provided, further, that once a Liquidity Event Period has commenced and is continuing, the Administrative Agent shall request no more than four such reports during any calendar year.
Appears in 1 contract
Sources: Credit Agreement (Aviall Inc)
Borrowing Base Determination. (a) The Company may deliver from time to time a Borrowing Base Certificate, but in any event Co-Borrowers shall deliver a Borrowing Base Certificate (i) as soon as available but in any event not later than fifteen (15A) 30 days after the end of each of the first three fiscal months occurring after the Closing Date and (B) thereafter, 15 Business Days after the end of each fiscal month, (ii) during a Liquidity Event Period or if an Event of Default has occurred and is continuingReporting Trigger Period, not later than five 12:00 (5) days noon), New York City time, on the 6th Business Day 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 non-ordinary course sale of any Receivables and Related Assets Collateral included 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)to a third party, in each case, executed by a Responsible Officer of the Company. Prior Borrower; provided that provided that the Co-Borrowers may elect to the delivery of the first deliver Borrowing Base Certificate pursuant Certificates on a weekly basis within the timeframes set forth in clause (ii) above in addition to this Section 10.17(a), the most recent “monthly Borrowing Base Certificate” delivered Certificates so long as the Co-Borrowers maintain such weekly delivery for the immediately following 30-day period; provided, further, that weekly Borrowing Base Certificates shall include information as to rebates, deferred revenue and unapplied cash that will be updated in accordance with the Administrative Agent by the Company pursuant to the Existing Credit Agreement shall be schedule set forth in effectclause (i) above.
(b) The Company Borrower 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 Appraisalsappraisals, investigations and reviews field examinations 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 Reporting Trigger Period has commenced and is continuing or a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than (x) one such appraisal and (y) two (2) such Appraisalsfield examinations, investigations and reviews in each case, during any calendar year; provided, further, once a Liquidity Event Reporting Trigger Period has commenced and is continuing, the Administrative Agent shall be permitted request no more than four (x) two such Appraisalsappraisals and (y) three such field examinations, investigations and reviews in each case, during any calendar year; provided, finally, that after an Event of Default has occurred and is continuing, there shall be no limit to the number of appraisals and field examinations that the Agent shall be permitted to request. The Company Borrower shall furnish to the Administrative Agent any available information (subject to any obligations of confidentiality) 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) The Company shall promptly notify If an Event of Default has occurred and is continuing, 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 Co-Borrowers’ 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 Administrative Agent reasonably considers advisable, and the Company Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith; 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 verifications 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 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 CompanyBorrower, the Company Borrower shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Liquidity Event Reporting Trigger Period has commenced and is continuing or a Default or Event of Default shall be continuingcommenced, the Administrative Agent shall request no more than two (2) such reports during any calendar year and; provided, further, that once a Liquidity Event Reporting Trigger Period has commenced and is continuing, the Administrative Agent shall request no more than four such reports during any calendar year.
Appears in 1 contract