Common use of Field Examinations Clause in Contracts

Field Examinations. (a) The Borrower shall, and shall cause each of its Subsidiaries to, permit the Administrative Agent or a third party selected by the Administrative Agent to, upon the Administrative Agent’s request in the Administrative Agent’s Permitted Discretion, conduct field examinations, with respect to any Accounts included in the calculation of the Borrowing Base, at reasonable business times and upon reasonable prior notice to the Borrower; provided that (i) if no Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of only one such field examination in any fiscal year and (ii) if an Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of up to two such field examinations in any fiscal year. (b) [Reserved]. (c) If an Event of Default has occurred and is continuing, the Administrative Agent may perform any additional field examinations, and all such field examinations shall be performed at the Borrower’s sole cost and expense. (d) Notwithstanding anything herein to the contrary, (i) no Credit Party nor any Affiliate thereof nor any of the foregoing’s respective equity holders are intended to, and no such Person shall be, third party beneficiaries of any audits, appraisals, field examinations, or collateral audit conducted by any Secured Party or any other Person at the direction of any Secured Party, (ii) no Secured Party is obligated to share any such material or information with any Person other than the directly intended and express beneficiary thereof and (iii) as a condition to any disclosure of such material or information which a Secured Party may, but is not obligated to, provide, the applicable Secured Party may require that the Borrower execute and deliver a confidential, non-reliance, or other disclosure agreement in form and substance acceptable to the disclosing Secured Party (which agreement would not go into effect until the delivery of the applicable audit, appraisal, field exam, or collateral audit).

Field Examinations. On no more than one occasion per every consecutive 24 month period following the most recent field examination date, the Loan Parties will permit, upon reasonable notice, the Administrative Agent to conduct a field examination to ensure the adequacy of Collateral included in any Borrowing Base and related reporting and control systems (with the time of such engagement determined at the discretion of the Administrative Agent, or as requested by the Required Lenders); provided that (I) the Company shall be permitted to instruct the Administrative Agent to conduct a field examination if as of any date the most recently completed field examination (or the most recently completed update thereof, if applicable) is more than one year old and (II) the Administrative Agent may conduct a field examination at the discretion of the Administrative Agent, or shall conduct a field examination at the request of the Required Lenders if (a) The Borrower shallthe date of the most recently completed field examination (or the most recently completed update thereof, if applicable) is more than one year old and (b) either (i) Loans have been outstanding within the three months preceding such date or (ii) LC Exposure within the three months preceding such date has been greater than $200,000,000 at any time. Notwithstanding the foregoing, in addition to the field examinations permitted above (A) during any calendar year when Aggregate Availability is at any time less than the greater of (x) an amount equal to 20% of the Loan Cap Minimum then in effect and (y) an amount equal to 20% of the Loan Cap then in effect, one additional field examination shall cause each be permitted at the discretion of its Subsidiaries to, permit the Administrative Agent or a third party selected by the Administrative Agent to, upon the Administrative Agent’s request in the Administrative Agent’s Permitted Discretion, conduct field examinations, with respect to any Accounts included in the calculation of the Borrowing Base, at reasonable business times and upon reasonable prior notice to the Borrower; provided that (i) if no Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of only one such field examination in any fiscal Required Lenders per calendar year and (iiB) if an Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of up to two such field examinations in any fiscal year. (b) [Reserved]. (c) If an Event of Default has occurred and is continuing, there shall be no limitation on the Administrative Agent may perform any additional number or frequency of field examinations. For purposes of this Section 5.12, it is understood and all such agreed that a single field examination may be conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All of the foregoing field examinations shall be performed at the Borrower’s sole expense of the Loan Parties. Notwithstanding the foregoing, the Lenders shall be permitted to conduct one additional field examination per calendar year at their own cost and expense. (d) Notwithstanding anything herein to the contrary, (i) no Credit Party nor any Affiliate thereof nor any of the foregoing’s respective equity holders are intended to, and no such Person shall be, third party beneficiaries of any audits, appraisals, field examinations, or collateral audit conducted by any Secured Party or any other Person at the direction of any Secured Party, (ii) no Secured Party is obligated to share any such material or information with any Person other than the directly intended and express beneficiary thereof and (iii) as a condition to any disclosure of such material or information which a Secured Party may, but is not obligated to, provide, the applicable Secured Party may require that the Borrower execute and deliver a confidential, non-reliance, or other disclosure agreement in form and substance acceptable to the disclosing Secured Party (which agreement would not go into effect until the delivery of the applicable audit, appraisal, field exam, or collateral audit).

Field Examinations. Borrowers shall pay to Agent, for its sole and separate account and not the account of any Lender, promptly at the conclusion of any Field Examination conducted in accordance with the terms of Section 4.6 hereof (a) The Borrower shall, and shall cause each of its Subsidiaries to, permit the Administrative Agent whether such examination is performed by Agent’s employees or by a third party selected retained by the Administrative Agent), a collateral evaluation fee in an amount equal to (x) $1,500 per day (or such other amount customarily charged by Agent toto its customers) per day for each person employed and/or retained by Agent to perform such evaluation (based on an eight (8) hour day and subject to adjustment if additional hours are worked), upon the Administrative Agent’s request plus (y) a per examination field examination management fee in the Administrative amount of $2,500 (for a new facility) for each such Field Examination and $1,500 for each recurring Field Examination (or, in each case, such other amount customarily charged by Agent to its customers), plus (z) all out-of-pocket costs and disbursements incurred by Agent and its employees and agents in the performance of such Field Examination (all collectively as to any Field Examination, the “Field Examination Fees and Costs”), in full and without any deduction, off-set or counterclaim by Borrowers; provided that, notwithstanding the foregoing or anything to the contrary in this Agreement, in the absence of the occurrence and continuance of any Event of Default, Borrowers shall not be required to pay the Field Examination Fees and Costs for more than four (4) such Field Examinations in any Fiscal Year; but also provided further that the limitations set forth in the immediately foregoing proviso (1) shall not apply to any Field Examination initiated after the occurrence and during the continuance of any Event of Default (and any Field Examination conducted in Agent’s Permitted DiscretionDiscretion and at Borrowers’ expense after the occurrence and during the continuance of any Event of Default shall not be counted against such limitations), conduct field examinations, (2) shall not apply with respect to any Accounts included Field Examination conducted by Agent with respect to any assets acquired by Loan Parties in the calculation of the Borrowing Base, at reasonable business times and upon reasonable prior notice any Acquisition (including with respect to the Borrower; provided that (i) if no Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs asset of only one such field examination any target acquired in any fiscal year such Acquisition (and any appraisal obtained at Borrowers’ expense in connection with an Acquisition shall not be counted against such limitations), and (ii3) if an Availability Trigger Period has occurred and is continuing, shall not limit the Borrower shall bear the costs right of up Agent in its Permitted Discretion to two such field examinations conduct additional Field Examinations in any fiscal year. (b) [Reserved]. (c) If an Event of Default has occurred and is continuing, the Administrative Agent may perform any additional field examinations, and all such field examinations shall be performed Fiscal Year at the Borrower’s sole its own cost and expenseexpense pursuant to Section 4.6 hereof. (d) Notwithstanding anything herein to the contrary, (i) no Credit Party nor any Affiliate thereof nor any of the foregoing’s respective equity holders are intended to, and no such Person shall be, third party beneficiaries of any audits, appraisals, field examinations, or collateral audit conducted by any Secured Party or any other Person at the direction of any Secured Party, (ii) no Secured Party is obligated to share any such material or information with any Person other than the directly intended and express beneficiary thereof and (iii) as a condition to any disclosure of such material or information which a Secured Party may, but is not obligated to, provide, the applicable Secured Party may require that the Borrower execute and deliver a confidential, non-reliance, or other disclosure agreement in form and substance acceptable to the disclosing Secured Party (which agreement would not go into effect until the delivery of the applicable audit, appraisal, field exam, or collateral audit).

Field Examinations. No more than once in each three month period, at the request of the Facility Agent (acting on the instructions of the Majority Lenders), the Obligors will permit, upon reasonable notice, the Facility Agent or its designee or representatives of the Lenders (“Lender Representatives”) to conduct a field examination to ensure the adequacy of Collateral included in any Borrowing Base and related reporting and control systems; provided that: (a) The Borrower shall, and shall cause each of its Subsidiaries to, permit the Administrative Agent or if a third party selected by the Administrative Agent to, upon the Administrative Agent’s request in the Administrative Agent’s Permitted Discretion, conduct field examinations, with respect to any Accounts included in the calculation of the Borrowing Base, at reasonable business times and upon reasonable prior notice to the Borrower; provided that (i) if no Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of only one such field examination in any fiscal year and (ii) if an Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of up to two such field examinations in any fiscal year. (b) [Reserved]. (c) If an Specified Event of Default has occurred and is continuing, there shall be no limitation on the Administrative Agent may perform any additional number or frequency of such field examinations; and (b) if the Available ABL Commitment is less than or equal to the greater of (x) 20% of the ABL Commitments and (y) US$30,000,000 for a period of five consecutive Business Days, the Obligors will permit the Lender Representatives to conduct an additional examination (at the request of the Facility Agent (acting on the instructions of all Lenders)) during the twelve month period commencing with any month during which this paragraph (b) is triggered. For purposes of this Subclause, it is understood and all agreed that: (a) a single field examination may be conducted at multiple relevant sites and involve one or more relevant Obligors and their assets; (b) each relevant Borrower will supply to the Facility Agent (for the Lenders) before each single field examination its Associated Reports prepared as at the last day of the last fiscal month; and (c) the Lender Representatives shall use commercially reasonable efforts to coordinate any such field exams. All such field examinations shall be commenced upon reasonable notice to the relevant Borrower and performed during normal business hours of the relevant Borrower, and all reasonable out-of-pocket costs of such field examinations shall be at the Borrower’s sole cost and expense. (d) Notwithstanding anything herein to the contrary, (i) no Credit Party nor any Affiliate thereof nor any expense of the foregoing’s respective equity holders are intended to, and no such Person shall be, third party beneficiaries of any audits, appraisals, field examinations, or collateral audit conducted by any Secured Party or any other Person at the direction of any Secured Party, (ii) no Secured Party is obligated to share any such material or information with any Person other than the directly intended and express beneficiary thereof and (iii) as a condition to any disclosure of such material or information which a Secured Party may, but is not obligated to, provide, the applicable Secured Party may require that the Borrower execute and deliver a confidential, non-reliance, or other disclosure agreement in form and substance acceptable to the disclosing Secured Party (which agreement would not go into effect until the delivery of the applicable audit, appraisal, field exam, or collateral auditrelevant Majority Lender(s).

Field Examinations. (a) The Borrower shallOn no more than one occasion per every consecutive 24 month period following the most recent field examination date, the Loan Parties will permit, upon reasonable notice, the Administrative Agent to conduct a field examination to ensure the adequacy of Collateral included in any Borrowing Base and related reporting and control systems (with the time of such engagement determined at the discretion of the Administrative Agent, or as requested by the Required Lenders); provided that (I) the Company shall cause each be permitted to instruct the Administrative Agent to conduct a field examination if as of its Subsidiaries toany date the most recently completed field examination (or the most recently completed update thereof, permit if applicable) is more than one year old and (II) the Administrative Agent may conduct a field examination at the discretion of the Administrative Agent, or shall conduct a field examination at the request of the Required Lenders if (a) the date of the most recently completed field examination (or the most recently completed update thereof, if applicable) is more than one year old and (b) either (i) Loans have been outstanding within the three months preceding such date or (ii) LC Exposure within the three months preceding such date has been greater than $200,000,000 at any time. Notwithstanding the foregoing, in addition to the field examinations permitted above (A) during any calendar year when Aggregate Availability is at any time less than the greater of (x) an amount equal to 20% of the Loan Cap Minimum then in effect and (y) an amount equal to 20% of the Loan Cap then in effect, one additional field examination shall be permitted at the discretion of the Administrative Agent or a third party selected by the Administrative Agent to, upon the Administrative Agent’s request in the Administrative Agent’s Permitted Discretion, conduct field examinations, with respect to any Accounts included in the calculation of the Borrowing Base, at reasonable business times and upon reasonable prior notice to the Borrower; provided that (i) if no Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of only one such field examination in any fiscal Required Lenders per calendar year and (iiB) if an Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of up to two such field examinations in any fiscal year. (b) [Reserved]. (c) If an Event of Default has occurred and is continuing, there shall be no limitation on the Administrative Agent may perform any additional number or frequency of field examinations. For purposes of this Section 5.12, it is understood and all such agreed that a single field examination may be conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All of the foregoing field examinations shall be performed at the Borrower’s sole expense of the Loan Parties. Notwithstanding the foregoing, the Lenders shall be permitted to conduct one additional field examination per calendar year at their own cost and expense. (db) Notwithstanding anything herein To the extent a field examination is not completed between the Fourth Restatement Date and December 31, 2024, the Administrative Agent shall, and the Loan Parties will permit, upon reasonable notice, the Administrative Agent to, conduct one field examination, such field examination to be limited in scope to the contraryCaptive Insurance Subsidiary and the Sold A/R, but for the avoidance of doubt, include (ix) no Credit Party nor any Affiliate thereof nor any eligibility of the foregoing’s respective equity holders are intended to, and no such Person shall be, third party beneficiaries of any audits, appraisals, field examinations, or collateral audit conducted by any Secured Party or any other Person at the direction of any Secured Party, (ii) no Secured Party is obligated to share any such material or information with any Person other than the directly intended and express beneficiary thereof Accounts constituting Sold A/R and (iiiy) as a condition to any disclosure the flow of such material or information which a Secured Party may, but is not obligated to, providefunds among the Company’s and its Subsidiaries’ collection accounts, the applicable Secured Party may require that the Borrower execute and deliver a confidential, non-reliance, or other disclosure agreement in form and substance acceptable Captive Insurance Subsidiary Collection Account to the disclosing Secured Party (which agreement would not go into effect until the delivery of the applicable audit, appraisal, field exam, or collateral audit)Captive Insurance Subsidiary.

Field Examinations. (a) The Borrower shall, and shall cause each of its Subsidiaries to, permit the Administrative Agent or a third party selected by the Administrative Agent to, upon the Administrative Agent’s request in the Administrative Agent’s Permitted Discretion, conduct field examinations, with respect to any Accounts included in the calculation of the Borrowing Base, at reasonable business times and upon reasonable prior notice to the Borrower; provided that that: (i) if no Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of only one such field examination in any fiscal year and (ii) if during any period while an Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs cost of up to two such one (1) additional field examinations examination in any each fiscal year. (b) [Reserved]. (c) If an Event of Default has occurred and is continuing, the Administrative Agent may perform any additional field examinations, and all such field examinations shall be performed at the Borrower’s sole cost and expense. (d) Notwithstanding anything herein to the contrary, (i) no Credit Party nor any Affiliate thereof nor any of the foregoing’s respective equity holders are intended to, and no such Person shall be, third party beneficiaries of any audits, appraisals, field examinations, or collateral audit conducted by any Secured Party or any other Person at the direction of any Secured Party, (ii) no Secured Party is obligated to share any such material or information with any Person other than the directly intended and express beneficiary thereof and (iii) as a condition to any disclosure of such material or information which a Secured Party may, but is not obligated to, provide, the applicable Secured Party may require that the Borrower execute and deliver a confidential, non-reliance, or other disclosure agreement in form and substance acceptable to the disclosing Secured Party (which agreement would not go into effect until the delivery of the applicable audit, appraisal, field exam, or collateral audit).

Field Examinations. (a) The Borrower shallOn no more than one occasion per every consecutive 24 month period following the most recent field examination date, and shall cause each of its Subsidiaries tothe Loan Parties will permit, permit upon reasonable notice, the Administrative Agent or to conduct a third party selected by field examination to ensure the Administrative Agent to, upon adequacy of Collateral included in any Borrowing Base and related reporting and control systems (with the time of such engagement determined at the discretion of the Administrative Agent’s request in , or as requested by either Collateral Agent or the Administrative Agent’s Permitted Discretion, conduct field examinations, with respect to any Accounts included in the calculation of the Borrowing Base, at reasonable business times and upon reasonable prior notice to the BorrowerRequired Lenders); provided that (I) the Company shall be permitted to instruct the Administrative Agent to conduct a field examination if as of any date the most recently completed field examination (or the most recently completed update thereof, if applicable) is more than one year old and (II) the Administrative Agent may conduct a field examination at the discretion of the Administrative Agent, or shall conduct a field examination at the request of either Collateral Agent or the Required Lenders if (a) the date of the most recently completed field examination (or the most recently completed update thereof, if applicable) is more than one year old and (b) either (i) if no Loans have been outstanding within the three months preceding such date or (ii) LC Exposure within the three months preceding such date has been greater than $200,000,000 at any time. Notwithstanding the foregoing, in addition to the field examinations permitted above (A) during any calendar year when Aggregate Availability Trigger Period has occurred is at any time less than the greater of (x) an amount equal to 20% of the Loan Cap Minimum then in effect and is continuing(y) an amount equal to 20% of the Loan Cap then in effect, the Borrower shall bear the costs of only one such additional field examination in any fiscal shall be permitted at the discretion of the Administrative Agent, either Collateral Agent or the Required Lenders per calendar year and (iiB) if an Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of up to two such field examinations in any fiscal year. (b) [Reserved]. (c) If an Event of Default has occurred and is continuing, there shall be no limitation on the Administrative Agent may perform any additional number or frequency of field examinations. For purposes of this Section 5.12, it is understood and all such agreed that a single field examination may be conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All of the foregoing field examinations shall be performed at the Borrower’s sole expense of the Loan Parties. Notwithstanding the foregoing, the Lenders shall be permitted to conduct one additional field examination per calendar year at their own cost and expense. (d) Notwithstanding anything herein to the contrary, (i) no Credit Party nor any Affiliate thereof nor any of the foregoing’s respective equity holders are intended to, and no such Person shall be, third party beneficiaries of any audits, appraisals, field examinations, or collateral audit conducted by any Secured Party or any other Person at the direction of any Secured Party, (ii) no Secured Party is obligated to share any such material or information with any Person other than the directly intended and express beneficiary thereof and (iii) as a condition to any disclosure of such material or information which a Secured Party may, but is not obligated to, provide, the applicable Secured Party may require that the Borrower execute and deliver a confidential, non-reliance, or other disclosure agreement in form and substance acceptable to the disclosing Secured Party (which agreement would not go into effect until the delivery of the applicable audit, appraisal, field exam, or collateral audit).

Field Examinations. (a) The Borrower shall, and shall cause each of its Subsidiaries to, permit At any time that the Administrative Agent requests, the Company and the Restricted Subsidiaries will allow the Administrative Agent to conduct, or engage a third party selected by the Administrative Agent toto conduct, upon the Administrative Agent’s request in the Administrative Agent’s Permitted Discretion, conduct field examinations, with respect to any Accounts included in the calculation of the Borrowing Base, at reasonable business times and examinations (or updates thereof) upon reasonable prior notice during normal business hours to ensure the Borroweradequacy of Collateral included in the Borrowing Base and related reporting and control systems; provided that (i) if no Availability Trigger Period has occurred and is continuing, the Borrower Administrative Agent shall bear the costs of be entitled to conduct only one such field examination in any fiscal year period of 12 consecutive months, except that (a) at any time when Availability shall have been less than the greater of (i) 17.5% of the Credit Limit then in effect and (ii) if an Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of up to two such field examinations in any fiscal year. (b) [Reserved]. (c) If an Event of Default has occurred and is continuing$70,000,000 for three consecutive Business Days, the Administrative Agent may perform any additional conduct a second field examinationsexamination during such period, (b) if an Event of Default shall have occurred and all such be continuing, there shall be no limitation on the number of field examinations that the Administrative Agent may conduct and (c) if the Company or any Restricted Subsidiary shall be performed at have consummated any Permitted Acquisition, the Borrower’s sole cost and expense. (d) Notwithstanding anything herein Administrative Agent may conduct a separate field examination of the Collateral acquired thereby to the contrary, (i) no Credit Party nor any Affiliate thereof nor any extent the Loan Parties desire to include such Collateral in the Borrowing Base. For purposes of the foregoing, it is understood that a single field examination may consist of examinations of the assets of each Loan Party and may be conducted at multiple sites. The first field examination requested during any period of 12 consecutive months shall be at the expense of the Loan Parties unless (A) Availability shall have been equal to or greater than 70% of the Credit Limit at all times during the period of 12 consecutive months preceding such request and (B) such field examination is not requested pursuant to clause (b) or (c) of the proviso in the first sentence of this Section, in which case the Loan Parties shall not be responsible for the expense of such field examination. Any field examination requested pursuant to the proviso in the first sentence of this Section shall be at the expense of the Loan Parties, except in the case of clause (a) thereof, if prior to the Administrative Agent’s respective equity holders are intended torequest for a second field examination, Availability shall have been greater than or equal to the greater of (x) 17.5% of the Credit Limit then in effect and no (y) $70,000,000 for 30 consecutive days, in which case the Loan Parties shall not be responsible for the expense of such Person shall besecond field examination. Notwithstanding the foregoing, upon reasonable advance notice to the Company, the Administrative Agent may conduct, or engage a third party beneficiaries to conduct, one field examination in any calendar year in addition to those authorized by the preceding sentences of any audits, appraisals, field examinations, or collateral audit conducted by any Secured Party or any other Person at the direction of any Secured Party, (ii) no Secured Party is obligated to share any such material or information with any Person other than the directly intended and express beneficiary thereof and (iii) as a condition to any disclosure of such material or information which a Secured Party may, but is not obligated to, provide, the applicable Secured Party may require this Section; provided that the Borrower execute and deliver a confidential, non-reliance, or other disclosure agreement in form and substance acceptable Loan Parties will not be responsible for the expense of field examinations conducted pursuant to the disclosing Secured Party (which agreement would not go into effect until the delivery of the applicable audit, appraisal, field exam, or collateral audit)this sentence.

Field Examinations. (a) The Borrower shall, and shall cause each of its Subsidiaries to, permit At any time that the Administrative Agent requests, the Company and the Restricted Subsidiaries will allow the Administrative Agent to conduct, or engage a third party selected by the Administrative Agent toto conduct, upon the Administrative Agent’s request in the Administrative Agent’s Permitted Discretion, conduct field examinations, with respect to any Accounts included in the calculation of the Borrowing Base, at reasonable business times and examinations (or updates thereof) upon reasonable prior notice during normal business hours to ensure the Borroweradequacy of Collateral included in the Borrowing Base and related reporting and control systems; provided that (i) if no Availability Trigger Period has occurred and is continuing, the Borrower Administrative Agent shall bear the costs of be entitled to conduct only one such field examination in any fiscal year calendar year, except that (a) at any time when Availability shall have been less than the greater of (i) 17.5% of the Credit Limit then in effect and (ii) if an Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of up to two such field examinations in any fiscal year. (b) [Reserved]. (c) If an Event of Default has occurred and is continuing$85,000,000 for three consecutive Business Days, the Administrative Agent may perform any additional conduct a second field examinationsexamination in the then-current calendar year, (b) if an Event of Default shall have occurred and all such be continuing, there shall be no limitation on the number of field examinations that the Administrative Agent may conduct and (c) if the Company or any Restricted Subsidiary shall be performed at have consummated any Permitted Acquisition, the Borrower’s sole cost and expense. (d) Notwithstanding anything herein Administrative Agent may conduct a separate field examination of the Collateral acquired thereby to the contrary, (i) no Credit Party nor any Affiliate thereof nor any extent the Loan Parties desire to include such Collateral in the Borrowing Base. For purposes of the foregoing, it is understood that a single field examination may consist of examinations of the assets of each Loan Party and may be conducted at multiple sites. The first field examination requested during any 12 month period shall be at the expense of the Loan Parties unless (A) Availability shall have been equal to or greater than 70% of the Credit Limit at all times during the period of 12 months preceding such request and (B) such field examination is not requested pursuant to clause (b) or (c) of the proviso in the first sentence of this Section, in which case the Loan Parties shall not be responsible for the expense of such field examination. Any field examination requested pursuant to the proviso in the first sentence of this Section shall be at the expense of the Loan Parties, except in the case of clause (a) thereof, if prior to the Administrative Agent’s respective equity holders are intended torequest for a second field examination, Availability shall have been greater than or equal to the greater of (x) 17.5% of the Credit Limit then in effect and no (y) $85,000,000 for 30 consecutive days, in which case the Loan Parties shall not be responsible for the expense of such Person shall besecond field examination. Notwithstanding the foregoing, upon reasonable advance notice to the Company, the Administrative Agent may conduct, or engage a third party beneficiaries to conduct, one field examination in any calendar year in addition to those authorized by the preceding sentences of any audits, appraisals, field examinations, or collateral audit conducted by any Secured Party or any other Person at the direction of any Secured Party, (ii) no Secured Party is obligated to share any such material or information with any Person other than the directly intended and express beneficiary thereof and (iii) as a condition to any disclosure of such material or information which a Secured Party may, but is not obligated to, provide, the applicable Secured Party may require this Section; provided that the Borrower execute and deliver a confidential, non-reliance, or other disclosure agreement in form and substance acceptable Loan Parties will not be responsible for the expense of field examinations conducted pursuant to the disclosing Secured Party (which agreement would not go into effect until the delivery of the applicable audit, appraisal, field exam, or collateral audit)this sentence.

Field Examinations. No more than once in each one year period, at the request of the Facility Agent (acting on the instructions of the Majority Lenders), the Obligors will permit, upon reasonable notice, the Facility Agent or its designee or representatives of the Lenders (“Lender Representatives”) to conduct a field examination to ensure the adequacy of Collateral included in any Borrowing Base and related reporting and control systems; provided that: (a) The Borrower shall, and shall cause each of its Subsidiaries to, permit the Administrative Agent or if a third party selected by the Administrative Agent to, upon the Administrative Agent’s request in the Administrative Agent’s Permitted Discretion, conduct field examinations, with respect to any Accounts included in the calculation of the Borrowing Base, at reasonable business times and upon reasonable prior notice to the Borrower; provided that (i) if no Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of only one such field examination in any fiscal year and (ii) if an Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of up to two such field examinations in any fiscal year. (b) [Reserved]. (c) If an Specified Event of Default has occurred and is continuing, there shall be no limitation on the Administrative Agent may perform any additional number or frequency of such field examinations; and (b) if the Available ABL Commitment is less than or equal to the greater of (x) 20% of the ABL Commitments and (y) US$30,000,000 for a period of five consecutive Business Days, the Obligors will permit the Lender Representatives to conduct an additional examination (at the request of the Facility Agent (acting on the instructions of all Lenders)) during the twelve month period commencing with any month during which this paragraph (b) is triggered. For purposes of this Subclause, it is understood and all agreed that: (a) a single field examination may be conducted at multiple relevant sites and involve one or more relevant Obligors and their assets; (b) each relevant Borrower will supply to the Facility Agent (for the Lenders) before each single field examination its Associated Reports prepared as at the last day of the last fiscal month; and (c) the Lender Representatives shall use commercially reasonable efforts to coordinate any such field exams. All such field examinations shall be commenced upon reasonable notice to the relevant Borrower and performed during normal business hours of the relevant Borrower, and all reasonable out-of-pocket costs of such field examinations shall be at the Borrower’s sole cost and expense. (d) Notwithstanding anything herein to the contrary, (i) no Credit Party nor any Affiliate thereof nor any expense of the foregoing’s respective equity holders are intended to, and no such Person shall be, third party beneficiaries of any audits, appraisals, field examinations, or collateral audit conducted by any Secured Party or any other Person at the direction of any Secured Party, (ii) no Secured Party is obligated to share any such material or information with any Person other than the directly intended and express beneficiary thereof and (iii) as a condition to any disclosure of such material or information which a Secured Party may, but is not obligated to, provide, the applicable Secured Party may require that the Borrower execute and deliver a confidential, non-reliance, or other disclosure agreement in form and substance acceptable to the disclosing Secured Party (which agreement would not go into effect until the delivery of the applicable audit, appraisal, field exam, or collateral auditrelevant Majority Lender(s).