Common use of Collateral Exam Fees, Costs and Expenses Clause in Contracts

Collateral Exam Fees, Costs and Expenses. Lender’s fees, costs and expenses in connection with any collateral exams, audits or inspections conducted by or on behalf of Lender at the current rates established from time to time by Lender as its fee for collateral exams, audits or inspections (which fees are currently $125 per hour per collateral examiner), together with all actual out-of-pocket costs and expenses incurred in conducting any collateral exam, audit, or inspection ; provided, however, (i) so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall be obligated to reimburse Lender for fees, costs and expenses related to no more than three (3) such collateral exams, audits and inspections per fiscal year, and (ii) after the first anniversary of the Closing Date, so long as (x) no Default or Event of Default shall have occurred and be continuing during such fiscal year and (y) the applicable Interest Rate Margin has been designated at “Level 2” or “Level 3” (as described in the definition of Interest Rate Margin) at all times during such fiscal year, Borrowers shall be obligated to reimburse Lender for fees, costs and expenses related to not more than two (2) such collateral exams, audits and inspections for such fiscal year. In addition, Borrowers shall be obligated to reimburse Lender for all fees, costs and expenses related to any collateral exams, audits or inspections obtained prior to the Closing Date. (b)

Collateral Exam Fees, Costs and Expenses. Lender’s fees, costs and expenses in connection with any collateral exams, audits exams or inspections conducted by or on behalf of Lender at the current rates established from time to time by Lender as its fee for collateral exams, audits exams or inspections (which fees are currently $125 1,080 per hour day per collateral examiner), together with all actual out-of-pocket costs and expenses incurred in conducting any collateral exam, audit, exam or inspection inspection; provided, however, (i) so long as no Default or Event of Default shall have occurred and be continuing and Borrowers’ Liquidity is greater than $15,000,000 at all times, Borrowers shall be obligated to reimburse Lender for fees, costs and expenses related for not more than two (2) such collateral exams and inspections in any twelve-month period, and (ii) if Borrowers’ Liquidity is $15,000,000 or less at any time, but so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall be obligated to reimburse Lender for fees, costs and expenses related to no for not more than three four (34) such collateral exams, audits exams and inspections per fiscal year, and (ii) after the first anniversary of the Closing Datein any twelve-month period. Furthermore, so long as (x) no Default or Event of Default shall have occurred and be continuing during such fiscal year and (y) the applicable Interest Rate Margin has been designated at “Level 2” or “Level 3” (as described in the definition of Interest Rate Margin) at all times during such fiscal yearcontinuing, Borrowers shall not be obligated to reimburse Lender for fees, costs and expenses related that exceed in the aggregate $10,000 for any single collateral exam (but such cap shall not apply to not more than two (2) such collateral exams, audits and inspections for such fiscal yearexams conducted prior to the Closing Date or in connection with the Merger). In additionaddition (and not subject to the foregoing 2 or 4 collateral exam and inspection limit), Borrowers shall be obligated to reimburse Lender for all fees, costs and expenses related to any collateral exams, audits exams or inspections obtained prior to the Closing DateDate or in connection with the Merger. (b)Applicable fees related to electronic collateral reporting will also be charged.”

Collateral Exam Fees, Costs and Expenses. Lender’s fees, costs and expenses in connection with any collateral exams, audits or inspections conducted by or on behalf of Lender at the current rates established from time to time by Lender as its fee for collateral exams, audits or inspections (which fees are currently $125 per hour per collateral examiner), together with all actual out-of-pocket costs and expenses incurred in conducting any collateral exam, audit, or inspection ; provided, however, (i) so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall be obligated to reimburse Lender for fees, costs and expenses related to no more than three (3) such collateral exams, audits and inspections per fiscal year, and (ii) after the first anniversary of the Original Closing Date, so long as (x) no Default or Event of Default shall have occurred and be continuing during such fiscal year and (y) the applicable Interest Rate Margin has been designated at “Level 2” or “Level 3” (as described in the definition of Interest Rate Margin) at all times during such fiscal year, Borrowers shall be obligated to reimburse Lender for fees, costs and expenses related to not more than two (2) such collateral exams, audits and inspections for such fiscal year. In addition, Borrowers shall be obligated to reimburse Lender for all fees, costs and expenses related to any collateral exams, audits or inspections obtained prior to the Original Closing Date. (b).

Collateral Exam Fees, Costs and Expenses. Lender’s fees, costs and expenses in connection with any collateral exams, audits or inspections conducted by or on behalf of Lender at the current rates established from time to time by Lender as its fee for collateral exams, audits or inspections (which fees are currently $125 per hour per collateral examiner), together with all actual out-of-pocket costs and expenses incurred in conducting any collateral exam, audit, or inspection inspection; provided, however, (i) so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall be obligated to reimburse Lender for fees, costs and expenses related to no more than three (3) such collateral exams, audits and inspections per location, per fiscal year, and (ii) after the first anniversary of the Original Closing Date, so long as (x) no Default or Event of Default shall have occurred and be continuing during such fiscal year and (y) the applicable Interest Rate Margin has been designated at “Level 2” or “Level 3” (as described in the definition of Interest Rate Margin) at all times during such fiscal year, Borrowers shall be obligated to reimburse Lender for fees, costs and expenses related to not more than two (2) such collateral exams, audits and inspections inspections, per location, for such fiscal year. In addition, Borrowers shall be obligated to reimburse Lender for all fees, costs and expenses related to any collateral exams, audits or inspections obtained prior to the Original Closing Date. (b).

Collateral Exam Fees, Costs and Expenses. Lender’s fees, costs and expenses in connection with any collateral exams, audits exams or inspections conducted by or on behalf of Lender at the current rates established from time to time by Lender as its fee for collateral exams, audits exams or inspections (which fees are currently $125 1,080 per hour day per collateral examiner), together with all actual out-of-pocket costs and expenses incurred in conducting any collateral exam, audit, exam or inspection inspection; provided, however, (i) so long as no Default or Event of Default shall have occurred and be continuing and Borrowers maintain the Covenant Threshold at all times, Borrowers shall be obligated to reimburse Lender for fees, costs and expenses related for not more than two (2) such collateral exams and inspections in any twelve-month period, and (ii) if Borrowers fail to maintain the Covenant Threshold at any time, but so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall be obligated to reimburse Lender for fees, costs and expenses related to no for not more than three four (34) such collateral exams, audits exams and inspections per fiscal year, and (ii) after the first anniversary of the Closing Datein any twelve-month period. Furthermore, so long as (x) no Default or Event of Default shall have occurred and be continuing during such fiscal year and (y) the applicable Interest Rate Margin has been designated at “Level 2” or “Level 3” (as described in the definition of Interest Rate Margin) at all times during such fiscal yearcontinuing, Borrowers shall not be obligated to reimburse Lender for fees, costs and expenses related that exceed in the aggregate $10,000 for any single collateral exam (but such cap shall not apply to not more than two (2) such collateral exams, audits and inspections for such fiscal yearexams conducted prior to the Closing Date or in connection with the Merger). In additionaddition (and not subject to the foregoing 2 or 4 collateral exam and inspection limit), Borrowers shall be obligated to reimburse Lender for all fees, costs and expenses related to any collateral exams, audits exams or inspections obtained prior to the Closing DateDate or in connection with the Merger. (b)Applicable fees related to electronic collateral reporting will also be charged.”

Collateral Exam Fees, Costs and Expenses. Lender’s fees, costs and expenses in connection with any collateral exams, audits or inspections conducted by or on behalf of Lender at the current rates established from time to time by Lender as its fee for collateral exams, audits or inspections (which fees are currently $125 per hour per collateral examiner), together with all actual out-of-pocket costs and expenses incurred in conducting any collateral exam, audit, or inspection inspection; provided, however, (i) so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall be obligated to reimburse Lender for fees, costs and expenses related to no more than three <three>one (3<3>1 ) such collateral exams, audits and inspections per location, per fiscal year, and (ii) <after the first anniversary of the Original Closing Date, so long as (x) no Default or Event of Default shall have occurred and be continuing during such fiscal year and (y) the applicable Interest Rate Margin has been designated at “Level 2” or “Level 3” (as described in the definition of Interest Rate Margin) at all times during such fiscal year>if Liquidity is less than twenty percent (20%) of the Maximum Revolver Amount at any time, Borrowers shall be obligated to reimburse Lender for fees, costs and expenses related to not more than two (2) such collateral exams, audits and inspections inspections, per location, for such fiscal year; provided that for purposes of calculating Liquidity under this clause (ii), no more than 50% of Liquidity shall be comprised of Qualified Cash. In addition, Borrowers shall be obligated to reimburse Lender for all fees, costs and expenses related to any collateral exams, audits or inspections obtained prior to the Original Closing Date. (b).