Common use of Field Examination and Other Fees Clause in Contracts

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination and appraisal fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Parent'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 obligated to reimburse Agent for (A) more than 1 field examination during any calendar year (or 2 such examinations if Excess Availability is less than the Threshold Amount at any time during such calendar year), (B) more than $60,000 in respect of field examinations in any calendar year, (C) more than 1 appraisal of Inventory during any calendar year (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (D) more than 2 appraisals of Equipment during any calendar year or (E) more than 1 appraisal of Real Property constituting Collateral during any calendar year.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination examination, appraisal, and appraisal 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 any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Parent's ’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 obligated to reimburse Agent for (A) more than 1 field examination during any calendar year three (or 2 such examinations if Excess Availability is less than the Threshold Amount at any time during such calendar year), (B3) more than $60,000 in respect of field examinations in any calendar year, (C) more than 1 appraisal of Inventory during any calendar year (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (D) more than 2 appraisals of Equipment during any calendar year or (E) more than 1 one (1) appraisal of Real Property constituting the Collateral during any calendar year; provided, further, that (x) to the extent any patent or patent license applicable to Eligible Inventory expires in the following 12 month period, Borrowers shall reimburse Agent for one additional appraisal of Collateral in any such calendar year, and (y) appraisals and field examinations of assets acquired in connection with any Permitted Acquisition or other acquisition that the Borrowers request be included in the Borrowing Base shall not count towards the limitation on expense reimbursement provided in the foregoing proviso.

Field Examination and Other Fees. Borrowers Borrower shall pay to Agent, field examination examination, appraisal, and appraisal valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by Agent, (ii) if implemented, a fee of $1,000 per day, per Person, plus out-of-pocket expenses for the establishment of electronic collateral reporting, and (ii) the reasonable fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Parent's Borrower’s or its Subsidiaries' ’ business valuation; provided, that so long as no Event of Default shall have occurred and be continuing, Borrowers and so long as Availability remains greater than $12,500,000, Borrower shall not be obligated to reimburse Agent for (A) more than 1 2 field examination examinations during any calendar year (or and more than 2 such examinations Inventory appraisals during any calendar year; provided, further, that so long as no Event of Default shall have occurred and be continuing, if Excess Availability is less than the Threshold Amount at any time during such calendar year)$12,500,000, (B) Borrower shall not be obligated to reimburse Agent for more than $60,000 in respect of 3 field examinations in any calendar year, (C) more than 1 appraisal of Inventory during any calendar year (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (D) and more than 2 3 Inventory appraisals of Equipment during any calendar year or (E) more than 1 appraisal of Real Property constituting Collateral during any calendar year.

Field Examination and Other Fees. Borrowers Borrower shall pay to Agent, field examination examination, appraisal, and appraisal valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess ParentBorrower's or its Subsidiaries' business valuation; provided, that so long as no Event of Default shall have occurred and be continuing, Borrowers Borrower shall not be obligated to reimburse Agent for (A) more than 1 field examination during any calendar year one (or 2 such examinations if Excess Availability is less than the Threshold Amount at any time during such calendar year), (B1) more than $60,000 in respect of field examinations in any calendar year, (C) more than 1 appraisal of Inventory during any calendar year (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (D) more than 2 appraisals of Equipment during any calendar year or (E) more than 1 appraisal two (2) appraisals of Real Property constituting the Collateral during any calendar year; provided, further, that Borrower shall be obligated to reimburse Agent for a second field examination and a third Collateral appraisal performed in any calendar year if Adjusted Excess Availability at any time falls below twenty percent (20%) of the Maximum Credit Amount.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination examination, appraisal, and appraisal 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 any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent any Loan Party or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Parent's or its Subsidiariesany Loan Party’s' business valuation; provided, that so long as no Event of Default shall have occurred and be continuing, (a) Borrowers shall not be obligated to reimburse Agent for (A) more than 1 one (1) field examination during any calendar year (year, or 2 such examinations if Excess Availability is less than the Threshold Amount at any time during such calendar year), (B) more than $60,000 in respect of field examinations in any calendar year, one (C1) more than 1 appraisal of Inventory during any calendar year (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (D) more than 2 appraisals of Equipment during any calendar year or (E) more than 1 appraisal of Real Property constituting Collateral during any calendar year, if Excess Availability is at all times greater than or equal to the greater of (x) 15% of the Maximum Revolver Amount and (y) $11,250,000 during such calendar year, and (b) Borrowers shall not be obligated to reimburse Agent for more than two (2) field examinations during any calendar year, or more than two (2) appraisals of the Collateral during any calendar year, if Excess Availability is at any time less than the greater of (x) 15% of the Maximum Revolver Amount and (y) $11,250,000 during such calendar year.” (e) Section 2.11(b)(i) (Letters of Credit) of the Credit Agreement is hereby deleted in its entirety, and the following substituted in its stead: (i) the Letter of Credit Usage would exceed $7,500,000, or” (f) Section 3.2 (Conditions Precedent to all Extensions of Credit) of the Credit Agreement is hereby amended by (1) deleting the word “and” from the end of subsection (a), (2) replacing the period at the end of subsection (b) with a reference to “; and” and (3) adding the following new subsection (c) at the end thereof:

Field Examination and Other Fees. Borrowers Borrower shall pay to Agent, field examination examination, appraisal, and appraisal valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Parent's Borrower’s or its Subsidiaries' ’ business valuation; provided, that so long as no Event of Default shall have occurred and be continuing, Borrowers Borrower shall not be obligated to reimburse Agent for (A) more than 1 field examination during any calendar year one (or 2 such examinations if Excess Availability is less than the Threshold Amount at any time during such calendar year), (B1) more than $60,000 in respect of field examinations in any calendar year, (C) more than 1 appraisal of Inventory during any calendar year (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (D) more than 2 appraisals of Equipment during any calendar year or (E) more than 1 appraisal two (2) appraisals of Real Property constituting the Collateral during any calendar year; provided, further, that Borrower shall be obligated to reimburse Agent for a second field examination and a third 126471205_8 Collateral appraisal performed in any calendar year if any Reporting Period occurs during such calendar year.

Field Examination and Other Fees. Borrowers Borrower shall pay to Agent, field examination examination, appraisal, and appraisal valuation fees and charges, as and when incurred or chargeable, as follows follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Parent's Borrower’s or its Subsidiaries' ’ business valuation; provided, that so long as no Event of Default shall have occurred and be continuing, Borrowers Borrower shall not be obligated to reimburse Agent for (A) more than 1 field examination during any calendar year one (or 2 such examinations if Excess Availability is less than the Threshold Amount at any time during such calendar year), (B1) more than $60,000 in respect of field examinations in any calendar year, (C) more than 1 appraisal of Inventory during any calendar year (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (D) more than 2 appraisals of Equipment during any calendar year or (E) more than 1 appraisal two (2) appraisals of Real Property constituting the Collateral during any calendar year; provided, further, that Borrower shall be obligated to reimburse Agent for a second field examination and a third Collateral appraisal performed in any calendar year if any Reporting Period occurs during such calendar year.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination and appraisal fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Parent'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 obligated to reimburse Agent for (A) more than 1 2 field examination examinations during any calendar year (or 2 such examinations if Excess Availability is less than the Threshold Amount at any time during such calendar year), (B) more than $60,000 in respect of field examinations in any calendar year, (C) more than 1 appraisal 3 appraisals of Inventory (which may include up to 2 on site appraisals and 1 desktop appraisal) during any calendar year (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (D) more than 2 appraisals of Equipment during any calendar year or (E) more than 1 appraisal of Real Property constituting Collateral during any calendar year.

Field Examination and Other Fees. Borrowers Borrower shall pay to Administrative Agent, field examination examination, appraisal, and appraisal valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by Administrative Agent, and (ii) the fees or charges paid or incurred by Administrative Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent Borrower or its Subsidiariesa Subsidiary Guarantor, to establish electronic collateral reporting systems, or to appraise the Collateral, or any portion thereof, or to assess Parent's or its Subsidiaries' business valuation; provided, that so long as no Event of Default shall have occurred and be continuingcontinuing and no Financial Covenant Period is in effect, Borrowers Borrower shall not be obligated to reimburse Administrative Agent for (Aa) more than 1 field examination during any calendar year (or 2 such examinations if Excess Availability is less than the Threshold Amount at any time during such calendar year), (B) more than $60,000 in respect of two field examinations in during any calendar year, (Cb) more than 1 one appraisal of the Inventory during any calendar year (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (D) more than 2 appraisals of Equipment during any calendar year or (Ec) more than 1 appraisal any appraisals of the Term Loan Real Property constituting Collateral during any calendar yearEstate; provided, further, that the fees and expenses reimbursable by Borrower for each field examination shall not exceed $15,000.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination examination, appraisal, and appraisal 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 any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent any Loan Party or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Parent's or its Subsidiariesany Loan Party’s' business valuation; provided, that so long as no Event of Default shall have occurred and be continuing, (a) Borrowers shall not be obligated to reimburse Agent for (A) more than 1 one (1) field examination during any calendar year (year, or 2 such examinations if Excess Availability is less than the Threshold Amount at any time during such calendar year), (B) more than $60,000 in respect of field examinations in any calendar year, one (C1) more than 1 appraisal of Inventory during any calendar year (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (D) more than 2 appraisals of Equipment during any calendar year or (E) more than 1 appraisal of Real Property constituting Collateral during any calendar year, if Excess Availability is at all times greater than or equal to the greater of (x) 20% of the Maximum Revolver Amount and (y) $15,000,000 during such calendar year, and (b) Borrowers shall not be obligated to reimburse Agent for more than two (2) field examinations during any calendar year, or more than two (2) appraisals of the Collateral during any calendar year, if Excess Availability is at any time less than the greater of (x) 20% of the Maximum Revolver Amount and (y) $15,000,000 during such calendar year.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination and appraisal 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 any Borrower Borrowers performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent or its Domestic Subsidiaries, to establish electronic collateral reporting systems, or to appraise the Collateral, or any portion thereof, or to assess Parent'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 obligated to reimburse Agent for (A) for more than 1 2 field examination examinations during any calendar year (or more than 2 such examinations appraisals of the Collateral during any calendar year if Excess Availability is shall be greater than the greater of $20,000,000 or 40% of the Maximum Revolver Amount at all times during such calendar year or (B) for more than 3 field examinations or more than 3 appraisals of Collateral during any calendar year if Excess Availability shall be less than or equal to the Threshold greater of $20,000,000 or 40% of the Maximum Revolver Amount at any time during such calendar year), (B) more than $60,000 in respect of field examinations in any calendar year, (C) more than 1 appraisal of Inventory during any calendar year (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (D) more than 2 appraisals of Equipment during any calendar year or (E) more than 1 appraisal of Real Property constituting Collateral during any calendar year.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination examination, appraisal, and appraisal 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 out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower Borrowers performed by personnel employed by Agent, and (ii) the fees or 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 Parent or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Parent's ’s or its Subsidiaries' business valuation; provided, that 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 obligated to reimburse Agent for (A) more than 1 (x) one (1) field examination during any calendar year year, and (or 2 such examinations if Excess Availability is less than the Threshold Amount at y) one (1) Inventory Appraisal and one (1) appraisal of any time other Collateral during such calendar year), (B) more than $60,000 in respect of field examinations in any calendar year, (CB) more than 1 appraisal of Inventory during any calendar year (or 2 such appraisals if Excess Availability is less not at all times greater than the Threshold Amount at any time during such calendar year), (D) more than 2 appraisals of Equipment $30,000,000 during any calendar year or (E) year, then Borrowers shall not be obligated to reimburse Agent for more than 1 appraisal (x) two (2) field examinations during any calendar year, and (y) two (2) Inventory Appraisals and two (2) appraisals of Real Property constituting any other Collateral during any calendar year, and (C) if any Event of Default shall have occurred and be continuing, 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 its Permitted Discretion.

Field Examination and Other Fees. Borrowers Borrower shall pay to Agent, field examination examination, appraisal, and appraisal valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Parent's Borrower’s or its Subsidiaries' ’ business valuation; provided, that so long as no Event of Default shall have occurred and be continuing, Borrowers Borrower shall not be obligated to reimburse Agent for (A) more than 1 field examination during any calendar year one (or 2 such examinations if Excess Availability is less than the Threshold Amount at any time during such calendar year), (B1) more than $60,000 in respect of field examinations in any calendar year, (C) more than 1 appraisal of Inventory during any calendar year (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (D) more than 2 appraisals of Equipment during any calendar year or (E) more than 1 appraisal two (2) appraisals of Real Property constituting the Collateral during any calendar year; provided, further, that Borrower shall be obligated to reimburse Agent for a second field examination and a third Collateral appraisal performed in any calendar year if any Reporting Period occurs during such calendar year.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination examination, appraisal, audit and appraisal 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 any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent or its Subsidiaries, to establish electronic collateral reporting systems, to appraise or audit the Collateral, or any portion thereof, or to assess Parent's ’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 obligated to reimburse Agent for (A) more than 1 field examination during any calendar year two (or 2 such examinations if Excess Availability is less than the Threshold Amount at any time during such calendar year), (B2) more than $60,000 in respect of field examinations in any calendar year, (C) more than 1 appraisal of Inventory during any calendar year (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (D) more than 2 appraisals of Equipment and audits during any calendar year or (E) more than 1 one (1) appraisal of Real Property constituting the Collateral during any calendar year; provided, further, that (x) to the extent any patent or patent license applicable to Eligible Inventory expires in the following 12 month period, Borrowers shall reimburse Agent for one additional appraisal of Collateral in any such calendar year, and (y) appraisals and field examinations of assets acquired in connection with any Permitted Acquisition or other acquisition that the Borrowers request be included in the Borrowing Base shall not count towards the limitation on expense reimbursement provided in the foregoing proviso.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination examination, appraisal, and appraisal 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 any Borrower or any Subsidiary of a Borrower performed by personnel employed by Agent, and (ii) if implemented by any Borrower or any Subsidiary of a 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 (iii) the actual fees or 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 Parent any Borrower or its Subsidiaries, to establish electronic collateral reporting systemsany Subsidiary of a Borrower, to appraise the 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 obligated to reimburse Agent for (A) more than 1 2 field examination examinations during any calendar year (or 2 such examinations if and more than 1 appraisal of the Collateral during any calendar year; provided, further, that if, during any calendar year, Excess Availability is less than (x) 12.5% of the Threshold Maximum Revolver Amount for three consecutive Business Days, or (y) 10% of the Maximum Revolver Amount at any time time, Borrowers shall be obligated to reimburse Agent for one additional field examination and one additional appraisal of the Collateral during such calendar year), (B) more than $60,000 in respect of if such additional field examinations in any calendar year, (C) more than 1 examination and/or such additional appraisal of Inventory during any calendar year the Collateral (or 2 such appraisals if Excess Availability is less than the Threshold Amount at any time during such calendar year), (Das applicable) more than 2 appraisals of Equipment during any calendar year or (E) more than 1 appraisal of Real Property constituting Collateral during any calendar yearare performed.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination examination, appraisal, and appraisal valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent any Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Parentany 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 obligated to reimburse Agent for more than: (Ai) more than 1 field examination during any (1) one (1) Inventory appraisal per calendar year so long as Availability is equal to or greater than $17,500,000 (or 2 such examinations if Excess amount to be increased pro rata with the amount of any increase in the Commitments pursuant to Section 2.14), and (2) at Agent's discretion, twoone (21) Inventory appraisalsappraisal per calendar year so long as Availability is less than $17,500,000 (such amount to be increased pro rata with the Threshold Amount at amount of any time increase in the Commitments pursuant to Section 2.14(increasing to two (2) Inventory appraisals if an Increased Reporting Event has occurred during such calendar year); provided, however, that there shall be no limit on the number of Inventory appraisals that Agent may conduct or request or for which Borrowers are obligated to reimburse Agent at any time Default or Event of Default exists or has occurred and is continuing; (Bii) more than $60,000 in respect at Agent's discretion, one (1) Real Property appraisal for each parcel of field examinations in any Real Property constituting Eligible Real Property per calendar year, (C) more than 1 appraisal of Inventory during any calendar year (or 2 such appraisals if Excess so long as Availability is less than $23,500,000 (such amount to be increased pro rata with the Threshold Amount at amount of any time during such calendar yearincrease in the Commitments pursuant to Section 2.14); provided, (D) more than 2 however, that there shall be no limit on the number of Real Property appraisals of Equipment during any calendar year or (E) more than 1 appraisal for each parcel of Real Property constituting Collateral during Eligible Real Property that Agent may conduct or request or for which Borrowers are obligated to reimburse Agent at any time a Default or Event of Default exists or has occurred and is continuing; (iii) at Agent's discretion, one (1) Equipment appraisal per calendar year so long as Availability is less than $23,500,000 (such amount to be increased pro rata with the amount of any increase in the Commitments pursuant to Section 2.14); provided, however, that there shall be no limit on the number of Equipment appraisals that Agent may conduct or request or for which Borrowers are obligated to reimburse Agent at any time a Default or Event of Default exists or has occurred and is continuing; and (iv) at Agent's discretion, one (1) Intellectual Property appraisal per calendar year; provided, however, that there shall be no limit on the number of Intellectual Property appraisals that Agent may conduct or request or for which Borrowers are obligated to reimburse Agent at any time a Default or Event of Default exists or has occurred and is continuing.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination examination, appraisal, and appraisal valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus 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 Parent or its SubsidiariesLoan Parties, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Parent's or its Subsidiaries' Loan Parties’ business valuation; provided, that so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than 2 field examinations during any calendar year (A) or 3 field examinations during any calendar year if Average Revolver Usage is greater than 75% of the Maximum Revolver Amount), or more than 1 field examination appraisal of the Collateral during any calendar year (or 2 such examinations if Excess Availability is less than the Threshold Amount at any time during such calendar year), (B) more than $60,000 in respect of field examinations in any calendar year, (C) more than 1 appraisal of Inventory appraisals during any calendar year (or 2 such appraisals if Excess Availability Average Revolver Usage is less greater than 75% of the Threshold Amount at any time during such calendar yearMaximum Revolver Amount), (D) more than 2 appraisals of Equipment during any calendar year or (E) more than 1 appraisal of Real Property constituting Collateral during any calendar year.