Common use of Audit and Collateral Monitoring Fees Clause in Contracts

Audit and Collateral Monitoring Fees. The Borrower acknowledges that pursuant to Section 7.01(f), representatives of the Agents may visit any or all of the Loan Parties and/or conduct audits, inspections, appraisals, valuations and/or field examinations of any or all of the Loan Parties at any time and from time to time in a manner so as to not unduly disrupt the business of the Loan Parties. The Borrower agrees to pay (i) $1,500 per day per examiner plus the examiner's out-of-pocket costs and reasonable expenses incurred in connection with all such visits, audits, inspections, appraisals, valuations and field examinations and (ii) 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 Borrower shall not be obligated to pay the fees, costs and expenses for more than four (4) such audits, inspections, valuations or field examinations conducted during each Fiscal Year during the term of this Agreement (in addition to the fees, costs and expenses for any Inventory and Accounts Receivable appraisal described in Section 7.01(f)(ii)).

Audit and Collateral Monitoring Fees. The Borrower acknowledges 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 inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations environmental site assessments and/or field examinations of any or all of the Loan Parties at any time and from time to time in a manner so as to not unduly disrupt the business of the Loan Partiestime. The Borrower agrees Borrowers agree to pay (i) $1,500 per day per examiner plus the examiner's ’s out-of-pocket costs and reasonable expenses incurred in connection with all such visits, inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations and field environmental site assessments and/or examinations and (ii) 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 Borrower Borrowers shall not be obligated to pay reimburse the fees, costs and expenses Agents for more than four two (42) such auditsvisits, inspections, valuations or field audits, physical counts, valuations, appraisals, environmental site assessments and/or examinations conducted during each Fiscal Year during the term of this Agreement (in addition to the fees, costs and expenses for any Inventory and Accounts Receivable appraisal described in Section 7.01(f)(ii))calendar year.

Audit and Collateral Monitoring Fees. The Borrower acknowledges that pursuant to Section 7.01(f8.01(f), representatives of the Agents may visit any or all of the Loan Parties and/or conduct audits, inspections, appraisals, valuations and/or field examinations of any or all of the Loan Parties at any time and from time to time in a manner so as not to not unduly disrupt the business of the Loan Parties. The Borrower agrees to pay (ia) $1,500 750 per day per examiner plus the examiner's out-of-pocket costs and reasonable expenses incurred in connection with all such visits, audits, inspections, appraisals, valuations and field examinations and (iib) the cost of all visits, audits, inspections, appraisals, valuations and field examinations conducted by a third party on behalf of the Agents. Notwithstanding ; provided, that, in the foregoing, so long as no absence of an Event of Default shall have occurred and be continuingDefault, the Borrower shall not be obligated to pay the fees, costs and expenses for more than four (4) such audits, inspections, valuations or field examinations conducted during each Fiscal Year in any 12 month period; provided, however, that after the occurrence and during the term continuance of this Agreement (in addition to an Event of Default, the fees, costs and expenses Borrower shall pay for any Inventory and Accounts Receivable appraisal described in Section 7.01(f)(ii))all field examinations.

Audit and Collateral Monitoring Fees. The Borrower acknowledges Borrowers acknowledge that pursuant to Section 7.01(f8.01(f), representatives of the Agents Collateral Agent may visit any or all of the Loan Parties and/or conduct audits, inspections, appraisals, valuations and/or field examinations of any or all of the Loan Parties or the Collateral at any time and from time to time in a manner so as to not unduly disrupt the business of the Loan Parties. The Borrower agrees Borrowers agree to pay (i) $1,500 per day per examiner plus the examiner's out-of-pocket costs and reasonable expenses incurred in connection with all such visits, audits, inspections, appraisals, valuations and field examinations and (ii) 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 Borrower Borrowers shall not be obligated to pay the fees, costs and expenses for more than four (4x) 2 such audits, inspections, valuations or inspections and/or field examinations conducted during each Fiscal Year (in the aggregate) of the Loan Parties in any 12 month period during the term of this Agreement Agreement, and (y) 2 such appraisals or valuations of the Collateral in addition to any 12 month period during the fees, costs and expenses for any Inventory and Accounts Receivable appraisal described in Section 7.01(f)(ii))term of this Agreement.

Audit and Collateral Monitoring Fees. The Borrower acknowledges Borrowers acknowledge that pursuant to Section 7.01(f), representatives of the Agents may visit any or all of the Parent and the Loan Parties and/or conduct audits, inspections, appraisals, valuations and/or field examinations of any or all of the Parent and the Loan Parties at any time and from time to time in a manner so as to not unduly disrupt the business of the Parent and the Loan Parties. The Borrower agrees Borrowers agree to pay (i) $1,500 per day per examiner plus the examiner's out-of-pocket costs and reasonable expenses incurred in connection with all such visits, audits, inspections, appraisals, valuations and field examinations and (ii) 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; provided, however, that so long as no Default or Event of Default shall have has occurred and be is continuing, (a) the Borrower Borrowers shall not only be obligated to pay the fees, costs for fees and expenses charges incurred for (x) valuations performed no more frequently than one (1) time per year and (y) audits performed no more frequently than four (4) such times per year and (b) the Borrowers' aggregate liability for the costs of all audits, inspections, valuations or and field examinations conducted during each referred to in this Section 4.01 shall not exceed $150,000 in any Fiscal Year during the term of this Agreement (in addition to the fees, costs and expenses for any Inventory and Accounts Receivable appraisal described in Section 7.01(f)(ii))Year.

Audit and Collateral Monitoring Fees. The Borrower acknowledges Borrowers acknowledge that pursuant to Section 7.01(f)6.06, representatives of the Agents Agent may visit any or all of the Loan Parties and/or conduct audits, inspections, appraisalsvaluations, valuations appraisals and/or field examinations of any or all of the Loan Parties at any time and from time to time during normal business hours in a manner so as to not unduly disrupt the business of the Loan Parties. The Borrower agrees Subject to the immediately succeeding sentence, the Borrowers agree to pay (i) $1,500 per day per examiner plus the examiner's ’s out-of-pocket costs and reasonable expenses incurred in connection with all such visits, audits, inspections, appraisalsvaluations, valuations appraisals and field examinations and (ii) the cost of all visits, audits, inspections, appraisalsvaluations, valuations appraisals 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, Agent; provided that the Borrower shall not be obligated have no obligation to pay the feesmake such payments with respect to any such visits, costs and expenses for more than four (4) such audits, inspections, valuations or appraisals and field examinations conducted during each Fiscal Year during more than one time in any six month period. In the term event the Agent or any representatives thereof shall visit any or all of this Agreement (in addition the Loan Parties and/or conduct audits, inspections, valuations, appraisals and/or field examinations of any or all of the Loan Parties on or prior to the feesMarch 1, costs and expenses for any Inventory and Accounts Receivable appraisal described in Section 7.01(f)(ii))2006, it shall do so at its own expense.

Audit and Collateral Monitoring Fees. The Borrower acknowledges Loan Parties acknowledge that (a) pursuant to Section 7.01(f), representatives of any of the Agents may visit any or all of the Loan Parties Party and/or conduct audits, inspections, appraisals, valuations inspections inventory appraisals and/or field examinations of any Loan Party and valuations of any or all of the Loan Parties 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) the Agents may request updates to the Field Survey and Audit and the business valuation/appraisal report referenced in Section 5.01(i) 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 and the Lenders. The Borrower agrees to pay (i) $1,500 1,000 per day per examiner plus the examiner's such examiners’ out-of-pocket costs and reasonable expenses incurred in connection with all such visits, audits, inspections, appraisals, valuations and valuations, field examinations and updates conducted by personnel employed by either Agent and (ii) the cost reasonable costs and expenses of all visits, 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 Borrower shall not be obligated to pay the fees, costs and expenses for more than four (4) such audits, inspections, valuations or field examinations conducted during each Fiscal Year during the term of this Agreement (in addition to the fees, costs and expenses for any Inventory and Accounts Receivable appraisal described in Section 7.01(f)(ii)).

Audit and Collateral Monitoring Fees. The Borrower acknowledges ------------------------------------ Borrowers acknowledge that pursuant to Section 7.01(f8.01(f), representatives of --------------- the Agents may visit any or all of the Loan Parties and/or conduct audits, inspections, appraisals, valuations and/or field examinations of any or all of the Loan Parties at any time and from time to time in a manner so as not to not unduly disrupt the business of the Loan Parties. The Borrower agrees Borrowers agree to pay (ia) $1,500 1,250 per day per examiner plus the examiner's out-of-pocket costs and reasonable expenses incurred in connection with all such visits, audits, inspections, appraisals, valuations and field examinations and (iib) the cost of all visits, audits, inspections, appraisals, valuations and field examinations conducted by a third party on behalf of the Agents. Notwithstanding ; provided, that, in the foregoing, so long as no absence of a -------- Default or Event of Default shall have occurred and be continuingDefault, the Borrower Borrowers shall not be obligated to pay the fees, costs and expenses for more than (x) four financial audits in any 12 month period, (4y) such four inventory appraisals and one real property and fixed assets appraisal in any 12 month period, and (z) one enterprise valuation in any 12 month period, and, after the occurrence and during the continuance of a Default or Event of Default, the Borrowers shall pay for all audits, inspections, valuations or field examinations conducted during each Fiscal Year during the term of this Agreement (in addition to the fees, costs appraisals and expenses for any Inventory and Accounts Receivable appraisal described in Section 7.01(f)(ii))enterprise valuations.

Audit and Collateral Monitoring Fees. The Borrower acknowledges Borrowers acknowledge that pursuant to Section 7.01(f), representatives of the Agents may Agent may, upon reasonably prior notice (so long as no Default or Event of Default has occurred and is continuing), visit any or all of the Loan Parties and/or and conduct audits, inspections, appraisals, valuations and/or field or examinations of any or all of the Loan Parties at any time and from time to time in a manner so as to not unduly disrupt the business of the Loan Parties. The Borrower agrees Borrowers agree to pay (i) $1,500 per day per examiner plus the examiner's out-of-pocket costs and reasonable expenses incurred in connection with all such visits, audits, inspections, appraisals, valuations and field examinations and (ii) the cost of Agent's out-of-pocket costs and reasonable expenses incurred in connection with all such visits, auditsvaluations, inspections, appraisalsand examinations, valuations and field examinations conducted by a third party on behalf of the Agents. Notwithstanding the foregoing, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower Borrowers shall not be obligated to pay the fees, costs and expenses for more than four (4) such $30,000 in the aggregate for any twelve month period in connection with visits, audits, inspections, valuations or field examinations conducted during each Fiscal Year during by or on behalf of the term of Agent pursuant to this Agreement (in addition to the fees, costs and expenses for any Inventory and Accounts Receivable appraisal described in Section 7.01(f)(ii))Agreement.

Audit and Collateral Monitoring Fees. The Borrower acknowledges that pursuant to Section 7.01(f), representatives of the Agents may visit any or all of the Loan Parties and/or conduct inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations environmental site assessments and/or field examinations of any or all of the Loan Parties at any time and from time to time in a manner so as to not unduly disrupt the business of the Loan Partiestime. The Borrower agrees to pay (i) $1,500 per day per examiner plus the examiner's all reasonable expenses and out-of-pocket costs and reasonable expenses incurred in connection with all such visits, inspections, audits, inspectionsphysical counts, valuations, appraisals, valuations and field environmental site assessments and/or examinations and (ii) 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 Borrower shall not be obligated to pay reimburse the fees, costs and expenses Agents for more than four two (42) such audits, inspections, valuations or field examinations conducted Audits during each Fiscal Year during the term of this Agreement (in addition to the fees, costs and expenses for any Inventory and Accounts Receivable appraisal described in Section 7.01(f)(ii))calendar year .