Common use of Field Examinations Clause in Contracts

Field Examinations. At any time that the Administrative Agent requests, the Borrowers and the Subsidiaries will allow the Administrative Agent, at the sole expense of the Borrowers, to conduct, or engage a third party to conduct, field examinations (or updates thereof) during normal business hours to ensure the adequacy of Collateral included in the Borrowing Base and related reporting and control systems; provided, that the Administrative Agent shall be entitled to conduct only one such field examination in any calendar year, except that (a) at any time when any Revolving Loan is outstanding or the LC Exposure is equal to or greater than $75,000,000, the Administrative Agent may conduct a second field examination in the then-current calendar year, (b) at any time when Availability shall have been less than 20% of the aggregate Revolving Commitments then in effect for three consecutive Business Days, the Administrative Agent may conduct a second or a third field examination in the then-current calendar year and (c) if an Event of Default shall have occurred and be continuing, there shall be no limitation on the number of field examinations that the Administrative Agent may conduct. For purposes of the foregoing, it is understood that a single field examination may consist of examinations of the assets of each Borrower and may be conducted at multiple sites. Notwithstanding the foregoing, upon reasonable advance notice to the Borrower, the Administrative Agent may conduct, or engage a third party to conduct, field examinations in addition to those authorized by the preceding sentences of this Section; provided that the Borrowers will not be responsible for the expense of field examinations conducted pursuant to this sentence.

Field Examinations. At any time that the Administrative Agent requests, the Borrowers Company and the Subsidiaries will allow the Administrative Agent, at the sole expense of the BorrowersLoan Parties, to conduct, or engage a third party to conduct, field examinations (or updates thereof) upon reasonable prior notice during normal business hours to ensure the adequacy of Collateral included in the Borrowing Base and related reporting and control systems; provided, provided that the Administrative Agent shall be entitled to conduct only one such field examination in any calendar year, except that (a) at any time when any Availability shall have been less than the greater of (i) the lesser of (x) 20% of the total Revolving Loan is outstanding or Commitments then in effect and (y) 20% of the LC Exposure is equal to or greater than total Borrowing Base then in effect and (ii) $75,000,00095,000,000 for three consecutive Business Days, the Administrative Agent may conduct a second field examination in the then-current calendar year, (b) at any time when Availability shall have been less than 20% of the aggregate Revolving Commitments then in effect for three consecutive Business Days, the Administrative Agent may conduct a second or a third field examination in the then-current calendar year and (c) if an Event of Default shall have occurred and be continuing, there shall be no limitation on the number of field examinations that the Administrative Agent may conductconduct and (c) if the Company or any Subsidiary shall have consummated any Permitted Acquisition, the Administrative Agent may conduct a separate field examination of the Collateral acquired thereby to the 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 Borrower Loan Party and may be conducted at multiple sites. Notwithstanding the foregoing, upon reasonable advance notice to the BorrowerCompany, the Administrative Agent may conduct, or engage a third party to conduct, field examinations in addition to those authorized by the preceding sentences of this Section; provided that the Borrowers Loan Parties will not be responsible for the expense of field examinations conducted pursuant to this sentence.

Field Examinations. At any time that the Administrative Agent requests, the Borrowers Company and the Subsidiaries will allow the Administrative Agent, at the sole expense of the BorrowersLoan Parties, to conduct, or engage a third party to conduct, field examinations (or updates thereof) during normal business hours to ensure the adequacy of Collateral included in the Borrowing Base and related reporting and control systems; provided, provided that the Administrative Agent shall be entitled to conduct only one such field examination in any calendar year, except that (a) at any time when any Availability shall have been less than the greater of (i) the lesser of (x) 20% of the total Revolving Loan is outstanding or Commitments then in effect and (y) 20% of the LC Exposure is equal to or greater than total Borrowing Base then in effect and (ii) $75,000,00047,500,000 for three consecutive Business Days, the Administrative Agent may conduct a second field examination in the then-current calendar year, (b) at any time when Availability shall have been less than 20% of the aggregate Revolving Commitments then in effect for three consecutive Business Days, the Administrative Agent may conduct a second or a third field examination in the then-current calendar year and (c) if an Event of Default shall have occurred and be continuing, there shall be no limitation on the number of field examinations that the Administrative Agent may conductconduct and (c) if the Company or any Subsidiary shall have consummated any Permitted Acquisition, the Administrative Agent may conduct a separate field examination of the Collateral acquired thereby to the 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 Borrower Loan Party and may be conducted at multiple sites. Notwithstanding the foregoing, upon reasonable advance notice to the BorrowerCompany, the Administrative Agent may conduct, or engage a third party to conduct, field examinations in addition to those authorized by the preceding sentences of this Section; provided that the Borrowers Loan Parties will not be responsible for the expense of field examinations conducted pursuant to this sentence.

Field Examinations. At If (i) the opinion of the Borrower's independent auditors in connection with the financial statements furnished to the Agent pursuant to subsection 6.1 below shall contain a "going concern" or like qualification or exception, or qualification arising out of the scope of an audit, or (ii) the Borrower or any time that of its Active Subsidiaries fails to furnish to the Administrative Agent requestsAgent, with a copy for each Lender, by December 31 of any calendar year the financial statements described in subsection 6.1(a) for the fiscal year ended September 30 of such calendar year, then, for each such fiscal year, the Borrowers Agent may request that BDO Xxxxxxx, LLP, or another accounting firm selected by the Agent ("Agent's Accountant") on behalf of the Agent and the Subsidiaries will allow the Administrative AgentLenders, at the sole expense conduct a field examination of the Borrowers, operations of the Borrower and the Active Subsidiaries. The Borrower and its Active Subsidiaries shall instruct their independent auditors to conduct, or engage furnish their audit work papers to Agent's Accountant at least 10 business days prior to the field examination and to cooperate fully with Agent's Accountants in all reasonable respects. Such instructions shall be in writing with a third party copy provided to conduct, field examinations (or updates thereof) during normal business hours to ensure the adequacy Agent. An officer of Collateral included in the Borrowing Base and related reporting and control systems; provided, that the Administrative Agent shall be entitled to conduct only one such present for the field examination in any calendar yearand audit, except that (a) at any time when any Revolving Loan is outstanding or which will be conducted primarily by two field examiners and/or auditors for three days. The Borrower shall be responsible for all costs, fees and expenses of the LC Exposure is equal to or greater than $75,000,000, the Administrative Agent may conduct a second field examination in the then-current calendar yearand audit, (b) at any time when Availability shall have been less than 20% including, but not limited to, those of the aggregate Revolving Commitments then in effect for three consecutive Business Days, the Administrative Agent may conduct a second or a third field examination in the then-current calendar year and (c) if Agent's officer. If an Event of Default shall have occurred and be continuing, there shall be no limitation the Agent, for itself and on behalf of the number of Lenders, may conduct any such field examinations that the Administrative Agent may conduct. For purposes of the foregoingas it deems reasonably necessary and advisable, it is understood that a single field examination may consist of examinations of the assets of each Borrower with all costs, fees and may expenses to be conducted at multiple sites. Notwithstanding the foregoing, upon reasonable advance notice to borne by the Borrower, the Administrative Agent may conduct, or engage a third party to conduct, field examinations in addition to those authorized by the preceding sentences of this Section; provided that the Borrowers will not be responsible for the expense of field examinations conducted pursuant to this sentence.

Field Examinations. At any time that the Administrative Agent requests, the Borrowers and the Subsidiaries will allow the Administrative Agent, at the sole expense of the Borrowers, to conduct, or engage a third party to conduct, field examinations (or updates thereof) during normal business hours to ensure the adequacy of Collateral included in the Borrowing Base and related reporting and control systems; provided, that the Administrative Agent shall be entitled to conduct only one such field examination in any calendar year, except that (a) at any time when any Revolving Loan is outstanding or the LC Exposure is equal to or greater than $75,000,000, the Administrative Agent may conduct a second field examination in the then-current calendar year, (b) at any time when Availability shall have been less than 20% of the aggregate Revolving Commitments then in effect for three consecutive Business Days, the Administrative Agent may conduct a second or a third field examination in the then-current calendar year and (c) if an Event of Default shall have occurred and be continuing, there shall be no limitation on the number of field examinations that the Administrative Agent may conduct. For purposes of the foregoing, it is understood that a single field examination may consist of examinations of the assets of each Borrower and may be conducted at multiple sites. Notwithstanding the foregoing, upon reasonable advance notice to the Borrower, the Administrative Agent may conduct, or engage a third party to conduct, field examinations in addition to those authorized by the preceding 80 sentences of this Section; provided that the Borrowers will not be responsible for the expense of field examinations conducted pursuant to this sentence.