Common use of Audit and Collateral Monitoring Fees Clause in Contracts

Audit and Collateral Monitoring Fees. The Borrowers acknowledge that pursuant to Section 7.01(f), representatives of the Agents may visit any or all of the Loan Parties and/or conduct certain audits, inspections, appraisals, valuations and/or field examinations for which the Borrowers will be obligated to reimburse expenses of the Agents and such representatives. The Borrowers agree to pay such expenses, which shall be calculated on the basis of (i) $1,000 per day per examiner plus the examiner’s reasonable out-of-pocket costs and expenses incurred in connection with all such visits, audits, inspections, appraisals, valuations and field examinations, (ii) a supervisory review fee of $1,300 per each such audit, inspection, valuation or field examination and (iii) the cost of all visits, audits, inspections, appraisals, valuations and field examinations conducted by a third party on behalf of the Agents. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Borrowers shall not be obligated to pay the fees, costs and expenses for more than three (3) such audits, inspections, valuations and/or field examinations described in clauses (i), (ii) and (iii), in each case conducted during each consecutive twelve (12) month period during the term of this Agreement, provided that Borrowers acknowledge that Administrative may elect to conduct such three (3) audits, inspections, valuations or field examinations with respect to Borrowers during any such consecutive twelve (12) month period at different times, and further provided that, nothing contained in this sentence or otherwise in this Agreement limiting Borrowers’ obligations to pay the fees, costs and expenses of such audits, inspections, valuations or field examinations shall limit the rights of Agents pursuant to the first sentence of this Section 2.06(f) and Section 7.01(f), in each case, if conducted at their own expense. In addition, (x) at any time after the first anniversary of this Agreement, Administrative Agent, acting in its Permitted Discretion, may elect to reduce the number of audits, inspections, valuations and/or field examinations per twelve (12) month period with respect to which Borrowers shall be liable for the fees, costs and expenses thereof (absent the existence of any Event of Default) from three (3) to two (2) if, to the extent and only continuing for so long as such reduction is consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policies, and (y) absent the existence of any Event of Default, Agent, acting in its Permitted Discretion, shall use commercially reasonable efforts to endeavor to schedule its periodic audits, inspections, valuations and/or field examinations in a manner to minimize any adverse impact on the operations of Loan Parties to the extent consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policies.

Audit and Collateral Monitoring Fees. The Borrowers acknowledge that pursuant to Section 7.01(f), representatives of the Agents may visit any or all of the Loan Parties and/or conduct certain inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations environmental site assessments and/or field examinations for which the Borrowers will be obligated to reimburse expenses of any or all of the Agents Loan Parties at any time and such representativesfrom time to time and so long as no Event of Default has occurred and is continuing, with reasonable prior notice to the Administrative Borrower and during regular business hours. The Borrowers agree to pay such expenses, which shall be calculated on the basis of (i) $1,000 1,500 (or such other amount customarily charged by Agents to their customers) per day per examiner plus a per examination manager review fee (whether such examination is performed by an Agent's employees or by a third party retained by an Agent) in the amount of $1,300 (or such other amount customarily charged by Agents to their customers) plus all costs and disbursements incurred by Agents in the performance of such examination or analysis, and the examiner’s reasonable 's out-of-pocket costs and reasonable expenses incurred in connection with all such visits, inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations environmental site assessments and/or examinations and field examinations, (ii) a supervisory review fee of $1,300 per each such audit, inspection, valuation or field examination and (iii) the cost of all visits, inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations and field environmental site assessments and/or examinations conducted by a third party on behalf of the Agents. Notwithstanding the foregoing; provided, that so long as no Event of Default shall have occurred and be continuing, (x) the Borrowers shall not be obligated to pay reimburse the fees, costs and expenses Agents for more than three (3) such audits, inspections, valuations and/or field examinations described in clauses (i), (ii) and (iii), in each case conducted during each consecutive twelve (12) month period during the term of this Agreement, provided that Borrowers acknowledge that Administrative may elect to conduct such three (3) audits, inspections, valuations or field examinations with respect to Borrowers 2 audits during any such consecutive twelve (12) month period at different times, and further provided that, nothing contained in this sentence or otherwise in this Agreement limiting Borrowers’ obligations to pay the fees, costs and expenses of such audits, inspections, valuations or field examinations shall limit the rights of Agents pursuant to the first sentence of this Section 2.06(f) and Section 7.01(f), in each case, if conducted at their own expense. In addition, (x) at any time after the first anniversary of this Agreement, Administrative Agent, acting in its Permitted Discretion, may elect to reduce the number of audits, inspections, valuations and/or field examinations per twelve (12) month period with respect to which Borrowers shall be liable for the fees, costs and expenses thereof (absent the existence of any Event of Default) from three (3) to two (2) if, to the extent and only continuing for so long as such reduction is consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policies, calendar year and (y) absent the existence cost of any Event of Defaultinspections, Agentaudits, acting physical counts, valuations, appraisals, environmental site assessments and/or examinations performed in its Permitted Discretionaccordance with this Section 2.06(c), combined with any fees associated with Field Survey and Audits performed during in any calendar year, shall use commercially reasonable efforts to endeavor to schedule its periodic audits, inspections, valuations and/or field examinations in a manner to minimize any adverse impact on the operations of Loan Parties to the extent consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policiesnot exceed $40,000.

Audit and Collateral Monitoring Fees. The Borrowers acknowledge that pursuant to Section 7.01(f), representatives of the Agents may visit any or all of the Loan Parties and/or conduct certain inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations environmental site assessments and/or field examinations for which the Borrowers will be obligated to reimburse expenses of any or all of the Agents Loan Parties at any time and such representativesfrom time to time and so long as no Event of Default has occurred and is continuing, with reasonable prior notice to the Administrative Borrower and during regular business hours. The Borrowers agree to pay such expenses, which shall be calculated on the basis of (i) $1,000 1,500 (or such other amount customarily charged by Agents to their customers) per day per examiner plus a per examination manager review fee (whether such examination is performed by an Agent’s employees or by a third party retained by an Agent) in the amount of $1,300 (or such other amount customarily charged by Agents to their customers) plus all costs and disbursements incurred by Agents in the performance of such examination or analysis, and the examiner’s reasonable out-of-pocket costs and reasonable expenses incurred in connection with all such visits, inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations environmental site assessments and/or examinations and field examinations, (ii) a supervisory review fee of $1,300 per each such audit, inspection, valuation or field examination and (iii) the cost of all visits, inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations and field environmental site assessments and/or examinations conducted by a third party on behalf of the Agents. Notwithstanding the foregoing; provided, that so long as no Event of Default shall have occurred and be continuing, (x) the Borrowers shall not be obligated to pay reimburse the fees, costs and expenses Agents for more than three (3) such audits, inspections, valuations and/or field examinations described in clauses (i), (ii) and (iii), in each case conducted during each consecutive twelve (12) month period during the term of this Agreement, provided that Borrowers acknowledge that Administrative may elect to conduct such three (3) audits, inspections, valuations or field examinations with respect to Borrowers 2 audits during any such consecutive twelve (12) month period at different times, and further provided that, nothing contained in this sentence or otherwise in this Agreement limiting Borrowers’ obligations to pay the fees, costs and expenses of such audits, inspections, valuations or field examinations shall limit the rights of Agents pursuant to the first sentence of this Section 2.06(f) and Section 7.01(f), in each case, if conducted at their own expense. In addition, (x) at any time after the first anniversary of this Agreement, Administrative Agent, acting in its Permitted Discretion, may elect to reduce the number of audits, inspections, valuations and/or field examinations per twelve (12) month period with respect to which Borrowers shall be liable for the fees, costs and expenses thereof (absent the existence of any Event of Default) from three (3) to two (2) if, to the extent and only continuing for so long as such reduction is consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policies, calendar year and (y) absent the existence cost of any Event of Defaultinspections, Agentaudits, acting physical counts, valuations, appraisals, environmental site assessments and/or examinations performed in its Permitted Discretionaccordance with this Section 2.06(c), combined with any fees associated with Field Survey and Audits performed during in any calendar year, shall use commercially reasonable efforts to endeavor to schedule its periodic audits, inspections, valuations and/or field examinations in a manner to minimize any adverse impact on the operations of Loan Parties to the extent consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policiesnot exceed $40,000.

Audit and Collateral Monitoring Fees. The Borrowers acknowledge that pursuant to Section 7.01(f), representatives of the Agents Agent may visit any or all of the Loan Parties and/or conduct certain audits, inspections, appraisals, valuations and/or field examinations for which the Borrowers will be obligated to reimburse expenses of any or all of the Agents Loan Parties or the Collateral at any time and such representativesfrom time to time in a manner so as to not unduly disrupt the business of the Loan Parties. The Borrowers agree Each Borrower agrees to pay such expenses, which shall be calculated on the basis of (i) $1,000 1,250 per day per examiner examiner, auditor or appraiser, as the case may be (regardless of whether such person is an employee of Agent or any Lender or is a third-party contractor or other representative), including the time spent writing up the results of such audit, inspection, etc., whether or not spent at any Borrower's offices, plus the examiner’s reasonable out-of-pocket costs and expenses incurred in connection with all such visits, audits, inspections, appraisals, valuations and field examinations. Provided that no Event of Default then exists, Lenders and Agent agree that the following limitations shall apply to the rights of Agent pursuant to this Section 4.01: (i) Borrowers shall be given not less than 30 days prior written notice of the timing of any proposed Audit; (ii) a supervisory review fee of $1,300 Audits shall be conducted not more frequently than two times per each such audit, inspection, valuation or field examination year; and (iii) the total annual cost of all visits, audits, inspections, appraisals, valuations and field examinations conducted by a third party on behalf of the Agents. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Borrowers shall not be obligated to pay the fees, costs and expenses for more than three (3) such audits, inspections, valuations and/or field examinations described in clauses (i), (ii) and (iii), in each case conducted during each consecutive twelve (12) month period during the term of this Agreement, provided that Borrowers acknowledge that Administrative may elect to conduct such three (3) audits, inspections, valuations or field examinations with respect to Borrowers during any such consecutive twelve (12) month period at different times, and further provided that, nothing contained in this sentence or otherwise in this Agreement limiting Borrowers’ obligations to pay the fees, costs and expenses of such audits, inspections, valuations or field examinations shall limit the rights of Agents pursuant to the first sentence of this Section 2.06(f) and Section 7.01(f), in each case, if conducted at their own expense. In addition, (x) at any time after the first anniversary of this Agreement, Administrative Agent, acting in its Permitted Discretion, may elect to reduce the number of audits, inspections, valuations and/or field examinations per twelve (12) month period with respect to which Borrowers shall be liable obligated to bear during the course of any Fiscal Year with respect to Audits, irrespective of the number of auditors and other personnel used, shall not exceed $20,000. The foregoing notwithstanding, at any time when an Event of Default does exist, Agent shall be entitled to conduct Audits as frequently as Agent deems prudent, without the requirement for prior notice to Borrowers, and Borrowers shall be responsible for the fees, costs full cost and expenses thereof (absent the existence of any Event of Default) from three (3) to two (2) if, to the extent and only continuing for so long as incurred by Agent in conducting such reduction is consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policies, and (y) absent the existence of any Event of Default, Agent, acting in its Permitted Discretion, shall use commercially reasonable efforts to endeavor to schedule its periodic audits, inspections, valuations and/or field examinations in a manner to minimize any adverse impact on the operations of Loan Parties to the extent consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policiesAudits.

Audit and Collateral Monitoring Fees. The Borrowers Loan Parties acknowledge that (a) pursuant to Section 7.01(f), representatives of the Agents may visit any or all of the Loan Parties and/or conduct certain audits, inspections, appraisals, valuations inventory appraisals and/or field examinations for which the Borrowers will be obligated to reimburse expenses of any Loan Party and valuations of any or all of the Collateral at any time and from time to time in a manner so as to not unduly disrupt the business of such Loan Party and (b) any Agent may request updates to the Field Survey and Audit and the business valuation/appraisal report referenced in Section 5.01(g) delivered prior to the Effective Date, which updates shall be conducted at the Loan Parties' expense by such third party appraisers as are reasonably satisfactory to the Agents, provided that, unless an Event of Default has occurred and is continuing, the Agents (i) shall not conduct more than four audits, valuations or field examinations in any fiscal year and (ii) shall give prior notice to the Borrower of any Agent's engagement of any third party auditor, appraiser or examiner for the purpose of conducting such representativesaudit, valuation or examination by the Agents. The Borrowers agree Borrower agrees to pay such expenses, which shall be calculated on the basis of (i) $1,000 850 per day per examiner plus the such examiner’s 's reasonable out-of-pocket costs and expenses incurred in connection with all such visits, audits, appraisals, inspections, appraisals, valuations and field examinations, examinations and updates and (ii) a supervisory review fee of $1,300 per each such audit, inspection, valuation or field examination and (iii) the cost costs of all visits, visits audits, inspections, appraisals, valuations and field examinations conducted by a third party on behalf of the Agents. Notwithstanding the foregoing; provided that, so long as no unless an Event of Default shall have has occurred and be is continuing, the Borrowers shall not be obligated aggregate costs of the fees paid by the Borrower pursuant to pay the fees, costs and expenses for more than three (3) such audits, inspections, valuations and/or field examinations described in clauses (i), ) and (ii) and (iii), shall not exceed $60,000 in each case conducted during each consecutive any twelve (12) month period during the term of this Agreement, provided that Borrowers acknowledge that Administrative may elect to conduct such three (3) audits, inspections, valuations or field examinations with respect to Borrowers during any such consecutive twelve (12) month period at different times, and further provided that, nothing contained in this sentence or otherwise in this Agreement limiting Borrowers’ obligations to pay the fees, costs and expenses of such audits, inspections, valuations or field examinations shall limit the rights of Agents pursuant to the first sentence of this Section 2.06(f) and Section 7.01(f), in each case, if conducted at their own expense. In addition, (x) at any time after the first anniversary of this Agreement, Administrative Agent, acting in its Permitted Discretion, may elect to reduce the number of audits, inspections, valuations and/or field examinations per twelve (12) month period with respect to which Borrowers shall be liable for the fees, costs and expenses thereof (absent the existence of any Event of Default) from three (3) to two (2) if, to the extent and only continuing for so long as such reduction is consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policies, and (y) absent the existence of any Event of Default, Agent, acting in its Permitted Discretion, shall use commercially reasonable efforts to endeavor to schedule its periodic audits, inspections, valuations and/or field examinations in a manner to minimize any adverse impact on the operations of Loan Parties to the extent consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policiesperiod.

Audit and Collateral Monitoring Fees. The Borrowers acknowledge that pursuant to Section 7.01(f), representatives of the Agents may visit any or all of the Loan Parties and/or conduct certain inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations environmental site assessments and/or field examinations for which the Borrowers will be obligated to reimburse expenses of any or all of the Agents Loan Parties at any time and such representativesfrom time to time and so long as no Event of Default has occurred and is continuing, with reasonable prior notice to the Administrative Borrower and during regular business hours. The Borrowers agree to pay such expenses, which shall be calculated on the basis of (i) $1,000 1,500 (or such other amount customarily charged by Agents to their customers) per day per examiner plus a per examination manager review fee (whether such examination is performed by an Agent’s employees or by a third party retained by an Agent) in the amount of $1,300 (or such other amount customarily charged by Agents to their customers) plus all costs and disbursements incurred by Agents in the performance of such examination or analysis, and the examiner’s reasonable out-of-pocket costs and reasonable expenses incurred in connection with all such visits, inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations environmental site assessments and/or examinations and field examinations, (ii) a supervisory review fee of $1,300 per each such audit, inspection, valuation or field examination and (iii) the cost of all visits, inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations and field environmental site assessments and/or examinations conducted by a third party on behalf of the Agents. Notwithstanding the foregoing; provided, that so long as no Event of Default shall have occurred and be continuing, the Borrowers shall not be obligated to pay reimburse the fees, costs and expenses Agents for more than three (3) such audits, inspections, valuations and/or field examinations described in clauses (i), (ii) and (iii), in each case conducted during each consecutive twelve (12) month period during the term of this Agreement, provided that Borrowers acknowledge that Administrative may elect to conduct such three (3) audits, inspections, valuations or field examinations with respect to Borrowers 3 audits during any such consecutive twelve (12) month period at different times, and further provided that, nothing contained in this sentence or otherwise in this Agreement limiting Borrowers’ obligations to pay the fees, costs and expenses of such audits, inspections, valuations or field examinations shall limit the rights of Agents pursuant to the first sentence of this Section 2.06(f) and Section 7.01(f), in each case, if conducted at their own expense. In addition, (x) at any time after the first anniversary of this Agreement, Administrative Agent, acting in its Permitted Discretion, may elect to reduce the number of audits, inspections, valuations and/or field examinations per twelve (12) month period with respect to which Borrowers shall be liable for the fees, costs and expenses thereof (absent the existence of any Event of Default) from three (3) to two (2) if, to the extent and only continuing for so long as such reduction is consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policies, and (y) absent the existence of any Event of Default, Agent, acting in its Permitted Discretion, shall use commercially reasonable efforts to endeavor to schedule its periodic audits, inspections, valuations and/or field examinations in a manner to minimize any adverse impact on the operations of Loan Parties to the extent consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policiescalendar year.

Audit and Collateral Monitoring Fees. The Borrowers acknowledge that pursuant to Section 7.01(f), representatives of the Agents may visit any or all of the Loan Parties and/or conduct certain inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations environmental site assessments and/or field examinations for which the Borrowers will be obligated to reimburse expenses of any or all of the Agents Loan Parties at any time and such representativesfrom time to time and so long as no Event of Default has occurred and is continuing, with reasonable prior notice to the Administrative Borrower and during regular business hours. The Borrowers agree to pay such expenses, which shall be calculated on the basis of (i) $1,000 1,500 (or such other amount customarily charged by Agents to their customers) per day per examiner plus a per examination manager review fee (whether such examination is performed by an Agent's employees or by a third party retained by an Agent) in the amount of $1,300 (or such other amount customarily charged by Agents to their customers) plus all costs and disbursements incurred by Agents in the performance of such examination or analysis, and the examiner’s reasonable 's out-of-pocket costs and reasonable expenses incurred in connection with all such visits, inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations environmental site assessments and/or examinations and field examinations, (ii) a supervisory review fee of $1,300 per each such audit, inspection, valuation or field examination and (iii) the cost of all visits, inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations and field environmental site assessments and/or examinations conducted by a third party on behalf of the Agents. Notwithstanding the foregoing; provided, that so long as no Event of Default shall have occurred and be continuing, (x) the Borrowers shall not be obligated to pay reimburse the fees, costs and expenses Agents for more than three (3) such audits, inspections, valuations and/or field examinations described in clauses (i), (ii) and (iii), in each case conducted during each consecutive twelve (12) month period during the term of this Agreement, provided that Borrowers acknowledge that Administrative may elect to conduct such three (3) audits, inspections, valuations or field examinations with respect to Borrowers 2 audits during any such consecutive twelve (12) month period at different times, and further provided that, nothing contained in this sentence or otherwise in this Agreement limiting Borrowers’ obligations to pay the fees, costs and expenses of such audits, inspections, valuations or field examinations shall limit the rights of Agents pursuant to the first sentence of this Section 2.06(f) and Section 7.01(f), in each case, if conducted at their own expense. In addition, (x) at any time after the first anniversary of this Agreement, Administrative Agent, acting in its Permitted Discretion, may elect to reduce the number of audits, inspections, valuations and/or field examinations per twelve (12) month period with respect to which Borrowers shall be liable for the fees, costs and expenses thereof (absent the existence of any Event of Default) from three (3) to two (2) if, to the extent and only continuing for so long as such reduction is consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policies, Fiscal Year and (y) absent the existence cost of any Event of Defaultinspections, Agent, acting in its Permitted Discretion, shall use commercially reasonable efforts to endeavor to schedule its periodic audits, inspectionsphysical counts, valuations valuations, appraisals, environmental site assessments and/or field examinations performed in a manner to minimize any adverse impact on the operations of Loan Parties to the extent consistent accordance with Administrative Agent’s governmental regulatory requirements and generally applicable internal policiesthis Section 2.06(c) shall not exceed $10,000.

Audit and Collateral Monitoring Fees. The Borrowers acknowledge that pursuant to Section 7.01(f), representatives of the Agents Collateral Agent may visit any or all of the Loan Parties and/or conduct certain audits, inspections, appraisals, valuations and/or field examinations for which the Borrowers will be obligated to reimburse expenses of any or all of the Agents Loan Parties or the Collateral at any time and such representativesfrom time to time in a manner so as to not unduly disrupt the business of the Loan Parties. The Borrowers agree to pay such expenses, which shall be calculated on the basis of (i) $1,000 1,500 per day per examiner plus the examiner’s reasonable 's out-of-pocket costs and reasonable expenses incurred in connection with all such visits, audits, inspections, appraisals, valuations and field examinations, examinations and (ii) a supervisory review fee of $1,300 per each such audit, inspection, valuation or field examination and (iii) the actual out-of-pocket cost of all visits, audits, inspections, appraisals, valuations and field examinations conducted by a third party on behalf of the AgentsCollateral Agent. Notwithstanding the foregoing, so long as if no Default or Event of Default shall have occurred and be continuing, the Borrowers shall not be obligated to pay the fees, costs and expenses for more than three (3x) prior to the date that the condition subsequent set forth in Section 5.03(j) is satisfied, 1 such audit, inspection and/or field examination (in the aggregate) of the Loan Parties during each fiscal quarter of the Parent and its Subsidiaries, (y) after the date that the condition subsequent set forth in Section 5.03(j) is satisfied, 2 such audits, inspections, valuations inspections and/or field examinations described (in clauses (i), (iithe aggregate) and (iii), in each case conducted of the Loan Parties during each consecutive twelve (12) 12 month period during the term of this Agreement, provided that Borrowers acknowledge that Administrative may elect to conduct and (z) in any case, 2 such three (3) audits, inspections, appraisals or valuations or field examinations with respect to Borrowers of the Collateral during any such consecutive twelve (12) each 12 month period at different times, and further provided that, nothing contained in this sentence or otherwise in this Agreement limiting Borrowers’ obligations to pay during the fees, costs and expenses of such audits, inspections, valuations or field examinations shall limit the rights of Agents pursuant to the first sentence of this Section 2.06(f) and Section 7.01(f), in each case, if conducted at their own expense. In addition, (x) at any time after the first anniversary term of this Agreement, Administrative Agent, acting in its Permitted Discretion, may elect to reduce the number of audits, inspections, valuations and/or field examinations per twelve (12) month period with respect to which Borrowers shall be liable for the fees, costs and expenses thereof (absent the existence of any Event of Default) from three (3) to two (2) if, to the extent and only continuing for so long as such reduction is consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policies, and (y) absent the existence of any Event of Default, Agent, acting in its Permitted Discretion, shall use commercially reasonable efforts to endeavor to schedule its periodic audits, inspections, valuations and/or field examinations in a manner to minimize any adverse impact on the operations of Loan Parties to the extent consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policies.

Audit and Collateral Monitoring Fees. The Borrowers acknowledge that pursuant to Section 7.01(f), representatives of the Agents may visit any or all of the Loan Parties and/or conduct certain inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations environmental site assessments and/or field examinations for which the Borrowers will be obligated to reimburse expenses of any or all of the Agents Loan Parties at any time and such representativesfrom time to time and so long as no Event of Default has occurred and is continuing, with reasonable prior notice to the Administrative Borrower and during regular business hours. The Borrowers agree to pay such expenses, which shall be calculated on the basis of (i) $1,000 1,500 (or such other amount customarily charged by Agents to their customers) per day per examiner plus a per examination manager review fee (whether such examination is performed by an Agent's employees or by a third party retained by an Agent) in the amount of $1,300 (or such other amount customarily charged by Agents to their customers) plus all costs and disbursements incurred by Agents in the performance of such examination or analysis, and the examiner’s reasonable 's out-of-pocket costs and reasonable expenses incurred in connection with all such visits, inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations environmental site assessments and/or examinations and field examinations, (ii) a supervisory review fee of $1,300 per each such audit, inspection, valuation or field examination and (iii) the cost of all visits, inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations and field environmental site assessments and/or examinations conducted by a third party on behalf of the Agents. Notwithstanding the foregoing; provided, that so long as no Event of Default shall have occurred and be continuing, (x) the Borrowers shall not be obligated to pay reimburse the fees, costs and expenses Agents for more than three (3) such audits, inspections, valuations and/or field examinations described in clauses (i), (ii) and (iii), in each case conducted during each consecutive twelve (12) month period during the term of this Agreement, provided that Borrowers acknowledge that Administrative may elect to conduct such three (3) audits, inspections, valuations or field examinations with respect to Borrowers 2 audits during any such consecutive twelve (12) month period at different times, and further provided that, nothing contained in this sentence or otherwise in this Agreement limiting Borrowers’ obligations to pay the fees, costs and expenses of such audits, inspections, valuations or field examinations shall limit the rights of Agents pursuant to the first sentence of this Section 2.06(f) and Section 7.01(f), in each case, if conducted at their own expensecalendar year. In addition, (x) at any time after the first anniversary of this Agreement, Administrative Agent, acting in its Permitted Discretion, may elect to reduce the number of audits, inspections, valuations and/or field examinations per twelve (12) month period with respect to which Borrowers shall be liable for the fees, costs and expenses thereof (absent the existence of any Event of Default) from three (3) to two (2) if, to the extent and only continuing for so long as such reduction is consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policies, and (y) absent the existence cost of any Event of Defaultinspections, Agentaudits, acting physical counts, valuations, appraisals, environmental site assessments and/or examinations performed in its Permitted Discretionaccordance with this Section 2.06(c), combined with any fees associated with Field Survey and Audits performed during in any calendar year, shall use commercially reasonable efforts to endeavor to schedule its periodic audits, inspections, valuations and/or field examinations in a manner to minimize any adverse impact on the operations of Loan Parties to the extent consistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policiesnot exceed $40,000.