Common use of Audit and Appraisal Fees and Expenses Clause in Contracts

Audit and Appraisal Fees and Expenses. Borrowers shall reimburse Agent and Co-Collateral Agent for all reasonable (and to the extent an invoice is available, documented) costs and expenses incurred by Agent or Co-Collateral Agent (including standard fees charged by Agent’s or Co-Collateral Agent’s internal field exam department) in connection with field examinations and inventory appraisals and reviews of any Credit Party’s books and records and such other matters pertaining to any Credit Party or any Collateral as Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) shall deem appropriate, (i) up to three (3) times per Fiscal Year for Inventory appraisals as determined by Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) based upon the amount of Excess Availability from time to time, unless a Default or Event of Default exists (in which event, there shall be no limit on the number of appraisals for which Borrowers shall be obligated to reimburse Agent and Co-Collateral Agent) and (ii) up to three (3) times per Fiscal Year for field examinations as determined by Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) based upon the amount of Excess Availability from time to time, unless a Default or Event of Default exists (in which event, there shall be no limit on the number of field examinations for which Borrowers shall be obligated to reimburse Agent and Co-Collateral Agent) and, in each case, shall pay to Agent and Co-Collateral Agent the standard amount charged by Agent and Co-Collateral Agent, as applicable, per day for each day that an employee or agent of Agent or Co-Collateral Agent shall be engaged in a field examination, appraisal or review of any Credit Party’s books and records plus out-of-pocket expenses. The foregoing shall not be construed to limit Agent’s or Co-Collateral Agent’s right to conduct audits and appraisals of the Collateral as provided in Section 5.6.

Audit and Appraisal Fees and Expenses. Borrowers shall reimburse Agent and Co-Collateral Agent for all reasonable (and to the extent an invoice is available, documented) costs and expenses incurred by Agent or Co-Collateral Agent (including standard and actual fees charged by Agent’s or Co-Collateral Agent’s internal field exam appraisal department) in connection with field examinations and inventory appraisals (i) audits and reviews of any Credit PartyObligor’s books and records and such other matters pertaining to any Credit Party Obligor or any Collateral as Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) shall deem appropriate, (i) up and shall pay to three (3) times per Fiscal Year for Inventory appraisals as determined Agent the standard amount charged by Agent per day ($850 per day as of the Closing Date) for each day that an employee or agent of Agent shall be engaged in its Credit Judgment an examination or review of any Obligor’s books and records, provided, that, unless a Default or Event of Default exists at the time any audit or review is initiated (in which event there shall be no limit on the number of examinations and reviews for which Borrowers shall be obligated to reimburse Agent), Borrowers shall not be obligated to reimburse Agent for the costs, expenses or charges associated with any audit or review initiated during a Loan Year (a) at a time when Aggregate Availability is at least $50,000,000 if Borrowers have previously reimbursed Agent for any other audits or reviews initiated during such Loan Year at a time when no Default or Event of Default existed, (b) at a time when Aggregate Availability is at least $25,000,000 but less than $50,000,000 if Borrowers have previously reimbursed Agent for more than one other audit or review initiated during such Loan Year at a time when no Default or Event of Default existed, or (c) at a time when Aggregate Availability is less that $25,000,000 if Borrowers have previously reimbursed Agent for more than two other audits or reviews initiated during such Loan Year at a time when no Default or Event of Default existed, and Co-Collateral Agent collectively in their Credit Judgment(ii) based upon the amount appraisals of Excess Availability from time to timeInventory no more frequently than one per Loan Year, unless a Default or Event of Default exists (in which event, there shall be no limit on the number of appraisals for which Borrowers shall be obligated to reimburse Agent and Co-Collateral Agent) and (ii) up to three (3) times per Fiscal Year for field examinations as determined by Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) based upon the amount of Excess Availability from time to time, unless a Default or Event of Default exists (in which event, there shall be no limit on the number of field examinations for which Borrowers shall be obligated to reimburse Agent and Co-Collateral Agent) and, in each case, shall pay to Agent and Co-Collateral Agent the standard amount charged by Agent and Co-Collateral Agent, as applicable, per day for each day that an employee or agent of Agent or Co-Collateral Agent shall be engaged in a field examination, appraisal or review of any Credit Party’s books and records plus out-of-pocket expenses). The foregoing shall not be construed to limit Agent’s or Co-Collateral Agent’s right to conduct audits and as provided in Section 10.1.1 or otherwise obtain appraisals of the Collateral as provided in Section 5.6at the expense of Agent and Lenders.

Audit and Appraisal Fees and Expenses. Borrowers shall reimburse Agent and Co-Collateral Agent for all reasonable (and to the extent an invoice is available, documented) costs and expenses incurred by Agent or Co-Collateral Agent (including standard fees charged by Agent’s or Co-Collateral Agent’s 's internal field exam appraisal department) in connection with field (i) examinations and inventory appraisals and reviews of any Credit Party’s Obligor's books and records and such other matters pertaining to any Credit Party Obligor or any Collateral as Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) shall deem appropriateappropriate in the exercise of its reasonable credit judgment, (i) up to three (3) 3 times per Fiscal Year for Inventory appraisals as determined by Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) based upon the amount of Excess Availability from time to timeLoan Year, unless a Default or Event of Default exists (in which event, there shall be no limit on the number of appraisals examinations and reviews for which Borrowers shall be obligated to reimburse Agent and Co-Collateral Agent) and, in each case, shall pay to Agent the standard amount charged by Agent per day ($850 per day as of the Closing Date) for each day that an employee or agent of Agent shall be engaged in an examination or review of any Obligor's books and records, and (ii) up to three (3) appraisals of Equipment no more frequently than 4 times per Fiscal Loan Year for field examinations as determined (one of which may be a full physical appraisal and the other 3 of which shall be desktop appraisals performed by Agent in its Credit Judgment (employees or Agent and Co-Collateral Agent collectively in their Credit Judgment) based upon the amount agents of Excess Availability from time to timeAgent), unless a Default or Event of Default exists (in which event, there shall be no limit on the number or type of field examinations appraisals for which Borrowers shall be obligated to reimburse Agent and Co-Collateral Agent) and, in each case, shall pay to Agent and Co-Collateral Agent the standard amount charged by Agent and Co-Collateral Agent, as applicable, per day for each day that an employee or agent of Agent or Co-Collateral Agent shall be engaged in a field examination, appraisal or review of any Credit Party’s books and records plus out-of-pocket expenses). The foregoing shall not be construed to limit Agent’s or Co-Collateral Agent’s 's right to conduct audits and appraisals of the Collateral as provided in Section 5.6SECTION 10.1.1 or otherwise obtain appraisals of any of the Collateral at any time, at the expense of Agent and Lenders.

Audit and Appraisal Fees and Expenses. Borrowers shall reimburse Agent and Co-Collateral Agent for all reasonable (and to the extent an invoice is available, documented) costs and expenses incurred by Agent or Co-Collateral Agent (including standard fees charged by Agent’s or Co-Collateral Agent’s 's internal field exam appraisal department) in connection with field (i) examinations and inventory appraisals and reviews of any Credit Party’s Obligor's books and records, (A) up to 3 times per Loan Year for any and all such examinations and reviews unless a Default or Event of Default exists (in which event, there shall be no limit on the number of examinations and reviews for which Borrowers shall be obligated to reimburse Agent) and (B) up to 2 times per Loan Year if no Restrictive Trigger Event has occurred and is continuing, and shall pay to Agent the standard amount charged by Agent per day ($850 per day as of the Closing Date) plus reasonable out-of-pocket expenses for each day that an employee or agent of Agent shall be engaged in an examination or review of any Obligor's books and records and such other matters pertaining to any Credit Party or any Collateral as Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) shall deem appropriate, under this clause (i), and (ii) up to three (3) appraisals of Inventory no more frequently than 2 times per Fiscal Year for Inventory appraisals as determined by Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) based upon the amount of Excess Availability from time to timeLoan Year, unless a Default or Event of Default exists (in which event, there shall be no limit on the number of Inventory appraisals for which Borrowers shall be obligated to reimburse Agent Agent). If after the occurrence of a Restrictive Trigger Event, Availability is at least $25,000,000 for 90 consecutive days and Co-Collateral Agent) and (ii) up to three (3) times per Fiscal Year for field examinations as determined by Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) based upon the amount of Excess Availability from time to time, unless a Default or no Event of Default exists exists, then as soon as practicable but in any event within 1 Business Day thereafter (the "Audit Spring-Back Date"), Agent will not require such examinations and reviews more frequently than 2 times per Loan Year unless another Restrictive Trigger Event occurs. If a Restrictive Trigger Event has occurred as a result of an Event of Default and not as a result of the failure of Borrowers to meet the Availability or Average Availability requirements, and Agent (or to the extent required by this Agreement, all Lenders or Required Lenders) waive the Event of Default in which eventwriting, there then the Audit Spring-Back Date shall be no limit occur on the number date of field examinations for which Borrowers shall be obligated to reimburse Agent and Co-Collateral Agent) and, the waiver in each case, shall pay to Agent and Co-Collateral Agent the standard amount charged by Agent and Co-Collateral Agent, as applicable, per day for each day that an employee or agent writing of Agent or Co-Collateral Agent shall be engaged in a field examination, appraisal or review such Event of any Credit Party’s books and records plus out-of-pocket expensesDefault. The foregoing shall not be construed to limit Agent’s or Co-Collateral Agent’s 's right to conduct audits as provided in Section 10.1.1 (but shall limit Borrowers' obligation to reimburse Agent and Lenders for any such audit) or as provided in the definition of Permitted Acquisitions or to otherwise obtain appraisals of the Collateral as provided in Section 5.6at the expense of Agent and Lenders.

Audit and Appraisal Fees and Expenses. Borrowers shall reimburse Agent be jointly and Co-Collateral Agent severally liable to Lender for all reasonable (and to the extent an invoice is available, documented) costs and expenses incurred by Agent or Co-Collateral Agent Lender (including standard and actual fees charged by Agent’s or Co-Collateral AgentLender’s internal field exam appraisal department) in connection with field examinations and inventory appraisals (i) audits and reviews of any Credit PartyObligor’s books and records and such other matters pertaining to any Credit Party Obligor or any Collateral as Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) Lender shall deem appropriate, and shall pay to Lender the standard amount charged by Lender per day (i$1,000 per day as of the Closing Date) up for each day that an employee or agent of Lender shall be engaged in an examination or review of any Obligor’s books and records, provided, that, unless a Default or Event of Default exists at the time any audit or review is initiated (in which event there shall be no limit on the number of examinations and reviews for which Borrowers shall be obligated to three reimburse Lender), Borrowers shall not be obligated to reimburse Lender for the costs, expenses or charges associated with more than two audits or reviews initiated during a Loan Year, and (3ii) times appraisals of Inventory no more frequently than one per Fiscal Year for Inventory appraisals as determined by Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) based upon the amount of Excess Availability from time to timeLoan Year, unless a Default or Event of Default exists (in which event, there shall be no limit on the number of appraisals for which Borrowers shall be obligated to reimburse Agent and Co-Collateral Agent) and (ii) up to three (3) times per Fiscal Year for field examinations as determined by Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) based upon the amount of Excess Availability from time to time, unless a Default or Event of Default exists (in which event, there shall be no limit on the number of field examinations for which Borrowers shall be obligated to reimburse Agent and Co-Collateral Agent) and, in each case, shall pay to Agent and Co-Collateral Agent the standard amount charged by Agent and Co-Collateral Agent, as applicable, per day for each day that an employee or agent of Agent or Co-Collateral Agent shall be engaged in a field examination, appraisal or review of any Credit Party’s books and records plus out-of-pocket expensesLender). The foregoing shall not be construed to limit Agent’s or Co-Collateral AgentLender’s right to conduct audits and as provided in Section 10.1.1 or otherwise obtain appraisals of the Collateral as provided in Section 5.6at the expense of Lender.

Audit and Appraisal Fees and Expenses. Borrowers shall reimburse Agent and Co-Collateral Agent for all reasonable (and to the extent an invoice is available, documented) costs and expenses incurred by Agent or Co-Collateral Agent (including standard fees charged by Agent’s 's or Co-Collateral Agent’s 's internal field exam department) in connection with field examinations and inventory appraisals and reviews of any Credit Party’s 's books and records and such other matters pertaining to any Credit Party or any Collateral as Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) shall deem appropriate, (i) up to three (3) times per Fiscal Year for Inventory appraisals as determined by Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) based upon the amount of Excess Availability from time to time, unless a Default or Event of Default exists (in which event, there shall be no limit on the number of appraisals for which Borrowers shall be obligated to reimburse Agent and Co-Collateral Agent) and (ii) up to three (3) times per Fiscal Year for field examinations as determined by Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) based upon the amount of Excess Availability from time to time, unless a Default or Event of Default exists (in which event, there shall be no limit on the number of field examinations for which Borrowers shall be obligated to reimburse Agent and Co-Collateral Agent) and, in each case, shall pay to Agent and Co-Collateral Agent the standard amount charged by Agent and Co-Collateral Agent, as applicable, per day for each day that an employee or agent of Agent or Co-Collateral Agent shall be engaged in a field examination, appraisal or review of any Credit Party’s 's books and records plus out-of-pocket expenses. The foregoing shall not be construed to limit Agent’s 's or Co-Collateral Agent’s 's right to conduct audits and appraisals of the Collateral as provided in Section 5.6.