Common use of Field Examination and Other Fees Clause in Contracts

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties performed by personnel employed byor on behalf of Agent, and (ii) the fees or, charges, or expenses paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan Parties, to establish electronic collateral reporting systems or to appraise the Collateral or any portion thereof; provided that so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligatedrequired to reimburse Agent for more than (A) one (1)only (A) with respect to field examinations, (i) one field examination during anyper calendar year (or two (2) field examinations during any, plus (ii) one additional field examination per calendar year if at any time during such calendar year Excess Availability falls below 22.5% of the Maximum Revolver Amount during such calendar year), or (B) more than 1has been less than or equal to the Trigger Level, plus (iii) each other field examination ordered during the existence of an Event of Default, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base and (B) with respect to appraisals, (i) one appraisal of each type of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time during such calendar year Excess Availability has been less than or equal to the Trigger Level, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal appraisal, and valuation fees and charges, as and when incurred or chargeablechargeable at any time subsequent to the Closing Date, as follows (i) a maximum fee of $1,000 750 per day, per examiner, plus reasonable out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties Borrowers performed by personnel employed byor on behalf of by Agent, and (ii) the fees or, charges, or expenses charges paid or incurred by Agent (but, in any event, no less than a maximum charge of $1,000 750 per day, per Person, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan PartiesParent or its Subsidiaries, to establish electronic collateral reporting systems or systems, to appraise the Collateral Collateral, or any portion thereof, or to assess Parent’s or its Subsidiaries' business valuation; provided that provided, that, (A) so long as (1) no Event of Default shall have occurred and be continuing, and (2) Excess Availability is at all times greater than $30,000,000 during any calendar year, Borrowers shall not be obligatedrequired obligated to reimburse Agent for more than (Ax) one (1)only (A1) with respect to field examinations, (i) one field examination during anyper any calendar year year, and (or y) one (1) Inventory Appraisal and one (1) appraisal of any other Collateral during any calendar year, (B) if Excess Availability is not at all times greater than $30,000,000 during any calendar year, then Borrowers shall not be obligated to reimburse Agent for more than (x) two (2) field examinations during any, plus (ii) one additional field examination per calendar year if at any time during such calendar year Excess Availability falls below 22.5% of the Maximum Revolver Amount during such calendar year), or (B) more than 1has been less than or equal to the Trigger Level, plus (iii) each other field examination ordered during the existence of an Event of Default, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base and (By) with respect to appraisals, two (i2) one appraisal Inventory Appraisals and two (2) appraisals of each type of any other Collateral during any calendar yeareach calendar year, plus and (iiC) one additional appraisal per calendar year of each type of Collateral if at any time during such calendar year Excess Availability has been less than or equal to the Trigger Level, plus (iii) each other appraisal ordered or commenced during the existence of an Event of DefaultDefault shall have occurred and be continuing, plus (iv) each appraisal contemplated then Borrowers shall be obligated to reimburse Agent for all such field examinations, Inventory Appraisals and appraisals of other Collateral and business valuations as Agent shall require in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Baseits Permitted Discretion.

Field Examination and Other Fees. Borrowers shall pay to Agent, Agent field examination, appraisal appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows follows: (i) a fee of $1,000 per day, per examiner, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties any Borrower performed by personnel employed byor on behalf of by Agent, and (ii) the fees or, charges, or expenses charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan Partiesany Borrower or its Subsidiaries, to establish electronic collateral reporting systems or systems, to appraise the Collateral Collateral, or any portion thereof, or to assess any Borrower’s or its Subsidiaries’ business valuation; provided that so long that: (i) as to appraisals, (A) there shall be no more than two (2) inventory appraisals in any twelve (12) consecutive month period at the expense of Borrowers, (B) at any time an Event of Default shall have has occurred and be is continuing, Borrowers there shall not be obligatedrequired to reimburse such other and additional appraisals as Agent for more than may request at the expense of Borrowers, and (AC) one at any other times there shall be such other appraisals as Agent may request at its expense; and (1)only (Aii) with respect as to field examinations, (iA) there shall be no more than one (1) field examination in any twelve (12) consecutive month period at the expense of Borrowers, unless Average Excess Availability, for any period of thirty (30) consecutive days, is less than $30,000,000 or Borrowers and their Subsidiaries, on a consolidated combined basis, have TTM EBITDA of less than $100,000,000 during anyper calendar year such twelve (or 12) consecutive month period, in which case, at Agent’s option, there may be up to two (2) field examinations at the expense of Borrowers during anysuch twelve (12) consecutive month period, plus (iiB) one additional field examination per calendar year if at any time during such calendar year Excess Availability falls below 22.5% of the Maximum Revolver Amount during such calendar year), or (B) more than 1has been less than or equal to the Trigger Level, plus (iii) each other field examination ordered during the existence of an Event of DefaultDefault has occurred and is continuing, plus (iv) each there shall be such other field examination contemplated in examinations as Agent may request at the definitions expense of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base Borrowers, and (BC) with respect to appraisals, (i) one appraisal of each type of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time during other times there shall be such calendar year Excess Availability has been less than or equal to the Trigger Level, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base.field examinations as Agent may request at its expense. 2.11

Field Examination and Other Fees. Borrowers shall pay to Administrative Agent, field examination, appraisal appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (if) a fee of $1,000 per day, per examiner, plus reasonable out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties any Borrower performed by personnel employed byor on behalf of by Administrative Agent, and (iig) the fees or, charges, or expenses charges paid or incurred by Administrative Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan Partiesany Borrower or its Subsidiaries, to establish electronic collateral reporting systems or systems, to appraise the Collateral Collateral, or any portion thereof, or to assess any Borrower’s or its Subsidiaries’ business valuation; provided provided, that (A) Borrowers shall be obligated to reimburse Administrative Agent for all field examinations and appraisals of Inventory conducted at any time an Event of Default shall have occurred and be continuing; (A) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligatedrequired obligated to reimburse Administrative Agent during any calendar year for more than 1 field examination and more than 1 full appraisal of Inventory; and (A) one (1)only without duplication or limitation of the preceding subclauses (A) with respect and (B), so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to field examinations, (i) one field examination reimburse Administrative Agent during anyper any calendar year (or two (2) for any additional field examinations during any, plus (ii) one additional field examination per calendar year if or appraisals of Inventory unless at any time during such calendar year Excess the Combined Availability falls below 22.5the greater of $93,750,000 and 12.5% of the Maximum Revolver Amount during such calendar year)Combined Commitment, or (B) more than 1has been less than or equal to the Trigger Levelin which case, plus (iii) each other field examination ordered during the existence of an so long as no Event of DefaultDefault shall have occurred and be continuing, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” Borrowers shall not be obligated to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base and (B) with respect to appraisals, (i) one appraisal of each type of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time reimburse Administrative Agent during such calendar year Excess Availability has been less for more than or equal to the Trigger Level1 such additional field examination and/or more than 1 such additional appraisal of Inventory, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Baseas applicable.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties any Borrower or any Subsidiary of a Borrower performed by personnel employed byor on behalf by Agent, (ii) if implemented by any Borrower or any Subsidiary of Agenta Borrower, a fee of $1,000 per day, per Person, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging) in connection with the establishment by such Borrower and/or such Subsidiaries of electronic collateral reporting, and (iiiii) the actual fees or, charges, or expenses charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan Partiesany Borrower or any Subsidiary of a Borrower, to establish electronic collateral reporting systems or to appraise the Collateral Collateral, or any portion thereof, or to assess any Borrower’s or its Subsidiaries’ business valuation; provided provided, that so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligatedrequired obligated to reimburse Agent for more than (A) one (1)only (A) with respect to field examinations, (i) one field examination during anyper calendar year (or two (2) 2 field examinations during any, plus (ii) one additional field examination per any calendar year if at and more than 1 appraisal of the Collateral during any time calendar year; provided, further, that if, during such any calendar year year, Excess Availability falls below 22.5is less than (x) 12.5% of the Maximum Revolver Amount for three consecutive Business Days, or (y) 10% of the Maximum Revolver Amount at any time, Borrowers shall be obligated to reimburse Agent for one additional field examination and one additional appraisal of the Collateral during such calendar year), or (B) more than 1has been less than or equal to the Trigger Level, plus (iii) each other if such additional field examination ordered during the existence of an Event of Default, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition and the applicable assets to be acquired in and/or such Acquisition are to be included in the calculation additional appraisal of the Borrowing Base and Collateral (Bas applicable) with respect to appraisals, (i) one appraisal of each type of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time during such calendar year Excess Availability has been less than or equal to the Trigger Level, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Baseperformed.

Field Examination and Other Fees. Borrowers Each Borrower Group shall pay to Agent, field examination, appraisal appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties performed such Borrower Group and any Subsidiaries of such Borrower Group by personnel employed byor on behalf of by Agent, and (ii) the fees or, charges, or expenses charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus documented reasonable out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan Partiessuch Borrower Group and any Subsidiaries of such Borrower Group, to establish electronic collateral reporting systems or systems, to appraise the Collateral Collateral, or any portion thereof, or to assess such Person’s business valuation; provided provided, that so long as no Event of Default shall have occurred and be continuing, Borrowers no Borrower Group shall not be obligatedrequired obligated to reimburse Agent for more than (A) one (1)only (A) with respect to 1 field examinationsexamination, (i) one field examination 1 inventory appraisal, 1 equipment appraisal and 1 real property appraisal for such Borrower Group during anyper any calendar year (or two (2) field examinations during anyyear; provided, plus (ii) one additional field examination per calendar year further, that if US ABL Excess Availability is less than the greater of 5.25% of the Aggregate Maximum Amount and $15,750,000 at any time during such the calendar year year, Aggregate Excess Availability falls below 22.5is less than the greater of 12.5% of the Aggregate Maximum Revolver Amount and $37,500,000 at any time during the calendar year, or US Aggregate Excess Availability is less than the greater of 7.5% of the Aggregate Maximum Amount and $22,500,000 at any time during any calendar year, then each Borrower Group shall be obligated to reimburse Agent for an additional field examination, an additional appraisal of inventory, an additional equipment appraisal and an additional real property appraisal during such calendar year). For avoidance of doubt, or (B) more than 1has been less than or equal to the Trigger Level, plus (iii) each other a field examination ordered during of both the existence of an Event of Default, plus (iv) each other US Borrowers and the German Borrower shall count as one field examination contemplated in and an appraisal of any category of assets of both the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition US Borrowers and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base and (B) with respect to appraisals, (i) German Borrower shall count as one appraisal of each type such category of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time during such calendar year Excess Availability has been less than or equal to the Trigger Level, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Baseassets.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties any Borrower performed by personnel employed byor on behalf of by Agent, and (ii) the fees or, charges, or expenses charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan Partiesany Borrower or its Subsidiaries, to establish electronic collateral reporting systems or systems, to appraise the Collateral Collateral, or any portion thereof, or to assess any Borrower's or its Subsidiaries' business valuation; provided provided, that so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligatedrequired obligated to reimburse Agent for more than (Ai) one (1)only (A1) with respect to field examinations, (i) one field examination during anyper per each calendar year (or two (2) field examinations during anyquarter, plus (ii) one additional field examination per calendar year if at any time during such calendar year Excess Availability falls below 22.5% (1) appraisal of the Maximum Revolver Amount during such calendar year)Inventory (including Spare Parts) prior to the Maturity Date, or (Biii) more than 1has been less than or equal one (1) appraisal of each Aircraft, together with its respective Engines, Propellers, and Appliances, prior to the Trigger LevelMaturity Date; provided, plus further, any such appraisal of the Aircraft, together with its respective Engines, Propellers, Appliances and any Spare Parts shall be performed by HeliValue$, Inc., or such other appraiser acceptable to the Agent and reasonably acceptable to the "Required Lenders" as defined in the Term Debt Credit Agreement. Anything to the contrary in this Agreement notwithstanding, this Agreement and the other Loan Documents shall not include any fees, including any closing fee, arrangement fee, commitment fee, unused commitment fee, exit fee, prepayment fee or penalty, servicing fee or other similar fees, other than (i) the fees expressly set forth in this Section 2.10, (ii) fees, disbursements and other charges of the Agent and Lenders set forth in the definition of “Lender Group Expenses” and (iii) each other field examination ordered during the existence of an Event of Default, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating any fees directly related to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation amendment or waiver of the Borrowing Base and (B) with respect to appraisals, (i) one appraisal of each type of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time during such calendar year Excess Availability has been less than or equal to the Trigger Level, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Basea Loan Document.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) <a fee fee>the per diem charge of $<1,000 per day, day,>1,400 per examiner, plus <reasonable >out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the any Loan Parties Party or its Subsidiaries performed by personnel employed byor or on behalf of Agent, and (ii) the fees orreasonable fees, charges, charges or expenses paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan Parties, to establish electronic collateral reporting systems or to appraise the Collateral Collateral, or any portion thereofthereof or to assess any Loan Parties' business valuation; provided provided, that so long as no Event of Default shall have occurred and be continuing, during a calendar year, Borrowers shall not be obligatedrequired obligated to reimburse Agent for more than (A) one (1)only (A) with respect to field examinations, (i) one 1 field examination during anyper in such calendar year (or two (2) increasing to 2 field examinations during any, plus (ii) one additional field examination per calendar year if at any time during such calendar year Excess Availability falls below 22.5% of the Maximum Revolver Amount a Weekly Reporting Event has occurred during such calendar year), or (B) more than 1has been less than or equal to the Trigger Level, plus (iii) each other field examination ordered during the existence of an Event of Default, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition and the applicable assets to be acquired 1 inventory appraisal in such Acquisition are to be included in the calculation of the Borrowing Base and (B) with respect to appraisals, (i) one appraisal of each type of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral (increasing to 2 inventory appraisals if at any time a Weekly Reporting Event has occurred during such calendar year Excess Availability has been less than year), in each case, except for field examinations and appraisals conducted in connection with a proposed Permitted Acquisition (whether or equal not consummated). The foregoing notwithstanding, ‎(x) the Canadian Loan Parties shall not be obligated to reimburse the Trigger LevelAgent or any Lender for any ‎fees, plus costs or charges attributable to any field examination, audit, appraisal or other examination of ‎any US Loan Party or German Borrower, (iiiy) each the Belgian Loan Parties shall ‎not be obligated to reimburse the Agent or any Lender for any fees, ​ costs or charges attributable to ‎any field examination, audit, appraisal or other appraisal ordered examination of any US Loan Party or commenced during the existence German Borrower, and (z) German Borrower shall not be obligated to reimburse ‎the Agent or any Lender for any fees, costs or charges attributable to any field examination, audit, ‎appraisal or other examination of an Event of Defaultany US Loan Party, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base.Canadian Loan Party or Belgian Loan Party‎.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties performed by personnel employed byor or on behalf of Agent, and (ii) the fees orfees, charges, or expenses paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan Parties, to establish electronic collateral reporting systems or to appraise the Collateral or any portion thereof; provided that so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligatedrequired required to reimburse Agent for more than (A) one (1)only only (A) with respect to field examinations, (i) one field examination during anyper per calendar year (or two (2) field examinations during anyyear, plus (ii) one additional field examination per calendar year if at any time during such calendar year Excess Availability falls below 22.5% of the Maximum Revolver Amount during such calendar year), or (B) more than 1has has been less than or equal to 25% of the Trigger LevelMaximum Revolver Amount, plus (iii) each other field examination ordered during the existence of an Event of Default, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base and (B) with respect to appraisals, (i) one appraisal of each type of Collateral during any calendar yeareach each calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time during such calendar year Excess Availability has been less than or equal to 25% of the Trigger LevelMaximum Revolver Amount, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties any Borrower performed by personnel employed byor on behalf of by Agent, and (ii) the reasonable fees or, charges, or expenses charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the any Loan PartiesParty, to establish electronic collateral reporting systems or systems, to appraise the Collateral Collateral, or any portion thereof, or to assess any Loan Parties' business valuation; provided provided, that so long as no Event of Default shall have occurred and be continuing, (x) Borrowers shall not be obligatedrequired obligated to reimburse Agent for more than (A) one (1)only (A) with respect to field examinations, (i) one 1 field examination during anyper any calendar year, or more than 1 appraisal of the Collateral during any calendar year (or two (2) field examinations during anyif, plus (ii) one additional field examination per calendar year if at any time during such calendar year in either case, Average Excess Availability falls below 22.5of Borrowers for the most recently completed month is greater than or equal to 15% of the Maximum Revolver Amount and (y) Borrowers shall not be obligated to reimburse Agent for more than 2 field examinations during such any calendar year), or (B) more than 1has been less than or equal to the Trigger Level, plus (iii) each other field examination ordered during the existence of an Event of Default, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation 2 appraisals of the Borrowing Base and (B) with respect to appraisals, (i) one appraisal of each type of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time during such calendar year Average Excess Availability has been of Borrowers for the most recently completed month is less than or equal to the Trigger Level, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation 15% of the Borrowing BaseMaximum Revolver Amount. The foregoing notwithstanding, the Canadian Loan Parties shall not be obligated to reimburse the Agent or any Lender for any fees, costs or charges attributable to any field exam, audit, appraisal or other examination of a US Loan Party.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties any Borrower performed by personnel employed byor on behalf of by Agent, and (ii) the fees or, charges, or expenses charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan Partiesany Borrower or its Subsidiaries, to establish electronic collateral reporting systems or systems, to appraise the Collateral Collateral, or any portion thereof, or to assess Parent’s, any Borrower’s or its Subsidiaries’ business valuation; provided that so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligatedrequired obligated to reimburse the Agent for more than (A) one (1)only (A) with respect to field examinations, (i) one field examination during anyper calendar year (or two (2) field examinations examinations, two (2) appraisals of the Rolling Stock Collateral (one (1) of which may be a desktop appraisal), additional interim Rolling Stock appraisals conducted in Agent’s Permitted Discretion with respect to “used” Rolling Stock Collateral (as described in the definition of Borrowing Base) and one (1) appraisal of Real Property that is part of the Borrowing Base, during any, plus (ii) one additional field examination per any calendar year if (provided that at any time during such calendar year after the date on which Excess Availability falls below 22.5has been less than the greater of (x) 15% of the Maximum Revolver Amount and (y) $20,250,000, for 3 consecutive business days during such calendar year, one (1) additional field examination, one (1) additional appraisal of the Rolling Stock Collateral); provided, or (B) more than 1has been less than or equal to the Trigger Levelfurther, plus (iii) each other field examination ordered during the existence that appraisals of an Event of Default, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition Rolling Stock and/or Real Estate shall be conducted only from and the applicable assets to be acquired in after such Acquisition are to be property is included in the calculation of the Borrowing Base and (B) with respect to appraisals, (i) one appraisal of each type of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time during such calendar year Excess Availability has been less than or equal to the Trigger Level, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base.

Field Examination and Other Fees. Borrowers Borrower shall pay to Agent, for the account of Agent, field examination, appraisal appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties Borrower performed by personnel employed byor on behalf of by Agent, and (ii) the fees or, charges, or expenses charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan PartiesServicer, Borrower, or Borrower’s Subsidiaries, to establish electronic collateral reporting systems or systems, to appraise the Collateral Collateral, or any portion thereof, or to assess Servicer’s, Borrower’s, or Borrower’s Subsidiaries’ business valuation; provided provided, that so long as no Event of Default shall have occurred and be continuing, Borrowers Borrower shall not be obligatedrequired obligated to reimburse Agent for (i) more than (A) one (1)only (A) with respect to 3 field examinations, (i) one field examination appraisals of the Collateral, or valuations, during anyper any calendar year (performed by or two (2) field examinations during any, plus at the direction of Agent or (ii) one additional field examination per more than $35,000 in the aggregate for all such examinations, appraisals, and valuations for any calendar year if performed by or at any time during the direction of Agent. In conducting such calendar year Excess Availability falls below 22.5% of the Maximum Revolver Amount during such calendar year)field examinations, appraisals, or (B) more than 1has been less than valuations, Agent shall be acting on its own behalf and on behalf of Trustee and the Lenders; Borrower shall permit Trustee and any Lender, and each of their respective duly authorized representatives or equal agents to the Trigger Levelaccompany Agent on any such field examination, plus (iii) each other appraisal, or valuation, but, shall not be required to permit such additional Persons to conduct separate or simultaneous field examination ordered during the existence of an examinations, appraisals, or valuations and, so long as no Event of DefaultDefault shall have occurred and be continuing, plus (iv) each other field examination contemplated in the definitions shall not pay any fees, costs or expenses of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base and (B) with respect to appraisals, (i) one appraisal of each type of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time during such calendar year Excess Availability has been less than or equal to the Trigger Level, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing BasePersons.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties any Borrower performed by personnel employed byor on behalf of by Agent, and (ii) the fees orfees, charges, charges or expenses paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan PartiesHoldings or its Subsidiaries, to establish electronic collateral reporting systems or systems, to appraise the Collateral Collateral, or any portion thereof, or to assess any Borrower’s or its Subsidiaries’ business valuation; provided provided, that so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligatedrequired obligated to reimburse Agent for more than (A) one (1)only (A1) with respect to field examinations, (i) one field examination during anyper calendar year (or and two (2) field examinations during anyfleet appraisals (or, plus if Excess Availability is less than the greater of (iix) 15% of the Line Cap or (y) $5,000,000 for 3 consecutive Business Days, one (1) additional field examination per calendar year if at any time during such calendar year Excess Availability falls below 22.5% and one (1) additional fleet appraisal of the Maximum Revolver Amount Collateral) during such calendar year)any twelve-month period; and provided further, or (B) more than 1has been less than or equal to that following the Trigger Level, plus (iii) each other field examination ordered occurrence and during the existence continuation of an Event of Default, plus such field examinations and/or fleet appraisals may be conducted at the Borrowers’ expense as many times as Agent shall consider reasonably necessary. Inventory appraisals shall be conducted in Agent’s reasonable discretion, provided that, so long as no Event of Default shall have occurred and be continuing, the Borrowers shall not be obligated to reimburse Agent for more than one (iv1) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base and (B) with respect to appraisals, (i) one Inventory appraisal of each type of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time during such calendar year Excess Availability has been less than or equal to the Trigger Level, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base.

Field Examination and Other Fees. Borrowers shall pay to Administrative Agent, field examination, appraisal appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties any Borrower performed by personnel employed byor on behalf of by Administrative Agent, and (ii) the fees or, charges, or expenses charges paid or incurred by Administrative Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan Partiesany Borrower or its Subsidiaries, to establish electronic collateral reporting systems or systems, to appraise the Collateral Collateral, or any portion thereof, or to assess any Borrower’s or its Subsidiaries’ business valuation; provided provided, that (A) Borrowers shall be obligated to reimburse Administrative Agent for all field examinations and appraisals of Inventory conducted at any time an Event of Default shall have occurred and be continuing; (B) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligatedrequired obligated to reimburse Administrative Agent during any calendar year for more than 1 field examination and more than 1 full appraisal of Inventory; and (C) without duplication or limitation of the preceding subclauses (A) one and (1)only (A) with respect B), so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to field examinations, (i) one field examination reimburse Administrative Agent during anyper any calendar year (or two (2) for any additional field examinations during any, plus (ii) one additional field examination per calendar year if or appraisals of Inventory unless at any time during such calendar year Excess the Combined Availability falls below 22.5the greater of $93,750,000 and 12.5% of the Maximum Revolver Amount during such calendar year)Combined Commitment, or (B) more than 1has been less than or equal to the Trigger Levelin which case, plus (iii) each other field examination ordered during the existence of an so long as no Event of DefaultDefault shall have occurred and be continuing, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” Borrowers shall not be obligated to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base and (B) with respect to appraisals, (i) one appraisal of each type of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time reimburse Administrative Agent during such calendar year Excess Availability has been less for more than or equal to the Trigger Level1 such additional field examination and/or more than 1 such additional appraisal of Inventory, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Baseas applicable.

Field Examination and Other Fees. Borrowers Borrower shall pay to Agent, field examination, appraisal appraisal, environmental site assessment and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the Loan Parties Borrower performed by personnel employed byor on behalf of by Agent, and (ii) the fees or, charges, or expenses charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the Loan PartiesBorrower or its Subsidiaries, to establish electronic collateral reporting systems or systems, to appraise the Collateral Collateral, or any portion thereof, or to assess Borrower’s or its Subsidiaries' business valuation; provided provided, that (i) so long as no Event of Default shall have occurred and be continuing and Borrower has Excess Availability of at least $7,500,000, Borrower shall not be obligated to reimburse Agent for more than 2 field examinations during any calendar year, (ii) so long as no Event of Default shall have occurred and be continuing and Borrower has Excess Availability of less than $7,500,000, Borrower shall not be obligated to reimburse Agent for more than 3 field examinations during any calendar year, (iii) so long as no Event of Default shall have occurred and be continuing, Borrowers Borrower shall not be obligatedrequired obligated to reimburse Agent for more than (A) one (1)only (A) with respect to field examinations, (i) one field examination during anyper calendar year (or two (2) field examinations during any, plus (ii) one additional field examination per calendar year if at any time during such calendar year Excess Availability falls below 22.5% 2 appraisals of each component of the Maximum Revolver Amount during such calendar year), or (B) more than 1has been less than or equal to the Trigger Level, plus (iii) each other field examination ordered Real Property Collateral during the existence term of an Event of Default, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base this Agreement and (B) with respect to appraisals, (i) one 1 appraisal of each type of Collateral the Loan Parties’ Equipment during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time during such calendar year Excess Availability has been less than or equal to the Trigger Level, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each so long as no Event of Default shall have occurred and be continuing and Borrower has Excess Availability of at least $12,500,000, Borrower shall not be obligated to reimburse Agent for more than 1 appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing BaseLoan Parties’ Inventory during any calendar year and (v) so long as no Event of Default shall have occurred and be continuing and Borrower has Excess Availability of less than $12,500,000, Borrower shall not be obligated to reimburse Agent for more than 2 appraisals of the Loan Parties’ Inventory during any calendar year.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of the any Loan Parties Party performed by personnel employed byor on behalf of by Agent, and (ii) the fees orif implemented, charges, or expenses paid or incurred by Agent (but, in any event, no less than a charge fee of $1,000 per day, per Personexaminer, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of the any Loan PartiesParty or its Subsidiaries, to establish electronic collateral reporting systems or systems, to appraise the Collateral Collateral, or any portion thereof, or to assess any Loan Party’s or its Subsidiaries’ business valuation; provided provided, that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligatedrequired obligated to reimburse Agent for more than (A) one (1)only (A) with respect to field examinations, (i) one field examination during anyper any calendar year, more than one appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral during any calendar year (or two (2) field examinations provided that at least one such appraisal during any, plus (ii) one additional field examination per any calendar year is a desktop appraisal) and (B) if at any time during such a calendar year Excess Availability falls below 22.5is less than the greater of (x) 12.5% of the Maximum Revolver Credit Amount during such calendar year)and (y) $5,000,000, or (B) more than 1has been less than or equal the Borrowers shall be obligated to the Trigger Level, plus (iii) each other reimburse Agent for one additional field examination ordered during the existence of an Event of Default, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base and (B) with respect to appraisals, (i) one additional appraisal of each type of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time during such calendar year Excess Availability has been less than or equal to the Trigger Level, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base.