Common use of Audit, Appraisal, and Valuation Charges Clause in Contracts

Audit, Appraisal, and Valuation Charges. Audit, appraisal, and valuation fees and charges as follows (i) a fee of $850 per day, per auditor, plus out-of-pocket expenses for each financial audit of Borrower performed by personnel employed by Lender, (ii) if implemented, a fee of $850 per day, per applicable individual, plus out-of-pocket expenses for the establishment of electronic collateral reporting systems, (iii) the actual charges incurred by Lender for each appraisal of the Collateral, or any portion thereof, performed by personnel employed by Lender, and (iv) the actual charges paid or incurred by Lender if it elects to employ the services of one or more third Persons to perform financial audits of Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Borrower's or its Subsidiaries' business valuation; provided, however, that, notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Borrower shall not be responsible for the charges incurred in connection with appraisals of the Collateral to the extent that such appraisals are done more frequently than (x) prior to the occurrence of a Triggering Event Date, two (2) times during any fiscal year, and (y) after the occurrence of a Triggering Event Date, four (4) times during any fiscal year (it being understood and agreed that the foregoing shall not prohibit in any way Lender from performing, or causing the performance of, such appraisals more frequently).

Audit, Appraisal, and Valuation Charges. Audit, appraisal, and valuation fees and charges as follows (i) a fee of $850 per day, per auditor, plus out-of-pocket expenses for each financial audit of Borrower performed by personnel employed by Lender, (ii) if implemented, a fee of $850 per day, per applicable individual, plus out-of-pocket expenses for the establishment of electronic collateral reporting systems, (iii) the actual charges incurred by Lender for each appraisal of the Collateral, or any portion thereof, performed by personnel employed by Lender, and (iv) the actual charges paid or incurred by Lender if it elects to employ the services of one or more third Persons to perform financial audits of Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Borrower's ’s or its Subsidiaries' ’ business valuation; provided, however, that, notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Borrower shall not be responsible for the charges incurred in connection with appraisals of the Collateral to the extent that such appraisals are done more frequently than (x) prior to the occurrence of a Triggering Event Date, two Two (2) times during any fiscal year, and (y) after the occurrence of a Triggering Event Date, four Four (4) times during any fiscal year (it being understood and agreed that the foregoing shall not prohibit in any way Lender from performing, or causing the performance of, such appraisals more frequently).

Audit, Appraisal, and Valuation Charges. AuditAt all times following the date of the Initial Credit Extension, audit, appraisal, and valuation fees and charges as follows (i) a fee of $850 per day, per auditor, plus out-of-pocket expenses for each financial audit of Borrower performed by personnel employed by Lender, (ii) if implemented, a fee of $850 per day, per applicable individual, plus out-of-pocket expenses for the establishment of electronic collateral reporting systems, (iii) the actual charges incurred by Lender for each appraisal of the Collateral, or any portion thereof, performed by personnel employed by Lender, and (iv) the actual charges paid or incurred by Lender if it elects to employ the services of one or more third Persons to perform financial audits of Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Borrower's ’s or its Subsidiaries' ’ business valuation; provided, however, that, notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Borrower shall not be responsible for the charges incurred in connection with appraisals of the Collateral to the extent that such appraisals are done more frequently than (x) prior to the occurrence of a Triggering Event Date, two (2) times during any fiscal year, (A) with respect to audits, three (3) times and (B) with respect to appraisals, three (3) times, and (y) after the occurrence of a Triggering Event Date, during any fiscal year, (A) with respect to audits, four (4) times during any fiscal year and (B) with respect to appraisals, four (4) times (it being understood and agreed that the foregoing shall not prohibit in any way Lender from performing, or causing the performance of, such audits and appraisals more frequently).

Audit, Appraisal, and Valuation Charges. Audit, appraisal, Audit and valuation appraisal fees and charges in an amount not to exceed $10,000 in any period of 12 consecutive months as follows follows: (i) a fee of $850 per day, per auditor, plus out-of-pocket expenses for each financial audit of Borrower performed by personnel employed by LenderAgent, and (ii) if implemented, a fee of $850 per day, per applicable individual, plus the reasonable out-of-pocket expenses for the establishment of electronic collateral reporting systems, (iii) the actual charges incurred by Lender for each appraisal of the Collateral, or any portion thereof, performed by personnel employed by Lender, and (iv) the actual charges paid or incurred by Lender Agent if it elects to employ the services of one or more third Persons Persons, selected by Agent, to perform financial audits of Borrower or its Subsidiaries, to establish electronic collateral reporting systemsBorrower, to appraise the Collateral, Collateral or any portion thereof, or to assess Borrower's or its Subsidiaries' business valuation; provided, however, that, notwithstanding the foregoing, that so long as no Event of Default shall have occurred and be continuing, Borrower shall not be responsible obligated to reimburse Agent for more than 2 audits during any calendar year, more than 1 appraisal of any Collateral during any calendar year. Borrower shall pay all amounts due and payable hereunder to Agent in the charges incurred manner set forth in connection the Credit Agreement. Agent hereby is expressly authorized by Borrower to charge such amounts due and owing to the Loan Account in accordance with appraisals the terms of the Collateral Credit Agreement. Borrower hereby acknowledges and agrees that each fee payable hereunder is fully earned and non-refundable on the date such fee is due and payable as provided above and that each such fee constitutes Obligations and is in addition to any other fees payable by Borrower under the Credit Agreement or any other Loan Document. This letter agreement is the Fee Letter referred to in the Credit Agreement, shall be construed under and governed by the laws of the State of California, and may be executed in any number of counterparts and by different parties on separate counterparts. Each of such counterparts shall be deemed to be an original, and all of such counterparts, taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this letter by telefacsimile shall be equally effective as delivery of a manually executed counterpart. The contents of this letter are confidential. This letter shall not be disclosed or displayed or its contents otherwise disclosed to any third Person without the prior written consent of Agent, except as required by law. [Signatures continued on next page] Very truly yours, BAKERS FOOTWEAR GROUP, INC. By: /s/ Xxxxx Xxxxxx Title: Chairman, CEO and President Accepted and agreed to as of the date first above written: PRIVATE EQUITY MANAGEMENT GROUP, INC., as Agent By: /s/ Xxxxx Xxxx Title: Chairman, CEO [Signature Page to the extent that such appraisals are done more frequently than (x) prior to the occurrence of a Triggering Event Date, two (2) times during any fiscal year, and (y) after the occurrence of a Triggering Event Date, four (4) times during any fiscal year (it being understood and agreed that the foregoing shall not prohibit in any way Lender from performing, or causing the performance of, such appraisals more frequently).Fee Letter]