Common use of Field Examination and Other Fees Clause in Contracts

Field Examination and Other Fees. Borrower shall pay to Administrative 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 out-of-pocket expenses (including travel, meals, and lodging) for each field examination of 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 Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Borrower’s or its Subsidiaries’ business valuation; provided, that so long as no Specified Event of Default shall have occurred and be continuing, Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) field examination and one (1) appraisal of the Collateral in each consecutive twelve-month period after the date of this Agreement; provided further, that Borrower shall be obligated to reimburse Administrative Agent for one (1) additional field examination and one (1) additional appraisal of the Collateral for any consecutive twelve month period during which Excess Availability has been less than the greater of $7,5000,000 and 15.0% of the Line Cap for more than five consecutive Business Days.

Field Examination and Other Fees. Borrower Borrowers shall pay to Administrative 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 out-of-pocket expenses (including travel, meals, and lodging) for each field examination of Borrower any Loan Party performed by personnel employed by Administrative or on behalf of Agent, and (ii) the fees fees, charges or charges expenses 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 Borrower or its SubsidiariesLoan Parties, to establish electronic collateral reporting systems, to appraise the Collateral and UK Collateral, or any portion thereof, or to assess Borrowerany Loan Party’s or its Subsidiaries’ business valuation; provided, that so long as no Specified Event of Default shall have occurred and be continuing, Borrower Borrowers shall not be obligated to reimburse Administrative Agent for more than one (1) field examination and one (1) fleet appraisal in each applicable jurisdiction (or, (x) if Excess Availability is less than the greater of (A) 25% of the Collateral in each Line Cap or (B) $30,000,000 for 3 consecutive twelve-month period after the date of this Agreement; provided furtherBusiness Days, that Borrower shall be obligated to reimburse Administrative Agent for one (1) additional field examination and one (1) additional fleet appraisal of the Collateral for any consecutive twelve month period during which in each applicable jurisdiction, or (y) if Excess Availability has been is less than the greater of $7,5000,000 and 15.0(A) 12.5% of the Line Cap and (B) $16,500,000 for 3 consecutive Business Days, two (2) additional field examinations and two (2) additional fleet appraisals of the Collateral in each applicable jurisdiction) during any twelve-month period; and provided further, that following the occurrence and during the continuation of an Event of Default, such field examinations and/or fleet appraisals may be conducted at the Borrowers’ expense as many times as Agent shall consider reasonably necessary; and provided further, that, for the avoidance of doubt, each fleet appraisal shall include Rolling Stock Collateral of US Borrowers and UK Borrowers. Inventory appraisals shall be conducted in Agent’s reasonable discretion; and provided further 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 five consecutive Business Daysone (1) Inventory appraisal in each applicable jurisdiction during any calendar year. For the avoidance of doubt, additional field examinations, fleet appraisals, and inventory appraisals beyond those reimbursed pursuant to this Agreement may be permitted at Agent’s reasonable request and expense, but only at those times that are mutually acceptable to Agent and the Administrative Borrowers.

Field Examination and Other Fees. Borrower Borrowers shall pay to Administrative 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 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 any Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the 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) at Agent's option, there shall be no Specified more than two (2) inventory appraisals in any twelve (12) consecutive month period at the expense of Loan Parties, (B) at any time an Event of Default shall have has occurred and be is continuing, Borrower there shall not be obligated such other and additional appraisals as Agent may request at the expense of Loan Parties, and (C) at any other times there shall be such other appraisals as Agent may request at its expense; and (ii) as to reimburse Administrative Agent for field examinations, (A) there shall be no more than one (1) field examination and one in any twelve (112) appraisal of the Collateral in each consecutive twelve-month period after at the date expense of this Agreement; provided furtherLoan Parties, that Borrower 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 combined basis, have TTM EBITDA of less than $100,000,000 during such twelve (12) consecutive month period, in which case, at Agent's option, up to two (2) field examinations at the expense of Loan Parties during such twelve (12) consecutive month period, (B) at any time an Event of Default has occurred and is continuing, there shall be obligated to reimburse Administrative such other field examinations as Agent for one may request at the expense of Loan Parties, and (1C) additional at any other times there shall be such other field examination and one (1) additional appraisal of the Collateral for any consecutive twelve month period during which Excess Availability has been less than the greater of $7,5000,000 and 15.0% of the Line Cap for more than five consecutive Business Daysexaminations as Agent may request at its expense.

Field Examination and Other Fees. Borrower Borrowers shall pay to Administrative 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 out-of-pocket expenses (including travel, meals, and lodging) for each field examination of Borrower any Loan Party performed by personnel employed by Administrative or on behalf of Agent, and (ii) the fees fees, charges or charges expenses 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 Borrower or its SubsidiariesLoan Parties, to establish electronic collateral reporting systems, to appraise the Collateral and UK Collateral, or any portion thereof, or to assess Borrowerany Loan Party’s or its Subsidiaries’ business valuation; provided, that so long as no Specified Event of Default shall have occurred and be continuing, Borrower Borrowers shall not be obligated to reimburse Administrative Agent for more than one (1) field examination and one (1) fleet appraisal in each applicable jurisdiction (or, (x) if Excess Availability is less than the greater of (A) 25% of the Collateral in each Line Cap or (B) $30,000,00038,400,000 for 3 consecutive twelve-month period after the date of this Agreement; provided furtherBusiness Days, that Borrower shall be obligated to reimburse Administrative Agent for one (1) additional field examination and one (1) additional fleet appraisal of the Collateral for any consecutive twelve month period during which in each applicable jurisdiction, or (y) if Excess Availability has been is less than the greater of $7,5000,000 and 15.0(A) 12.5% of the Line Cap and (B) $16,500,00021,000,000 for 3 consecutive Business Days, two (2) additional field examinations and two (2) additional fleet appraisals of the Collateral in each applicable jurisdiction) during any twelve-month period; and provided further, that following the occurrence and during the continuation of an Event of Default, such field examinations and/or fleet appraisals may be conducted at the Borrowers’ expense as many times as Agent shall consider reasonably necessary; and provided further, that, for the avoidance of doubt, each fleet appraisal shall include Rolling Stock Collateral of US Borrowers and UK Borrowers. Inventory appraisals shall be conducted in Agent’s reasonable discretion; and provided further 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 five consecutive Business Daysone (1) Inventory appraisal in each applicable jurisdiction during any calendar year. For the avoidance of doubt, additional field examinations, fleet appraisals, and inventory appraisals beyond those reimbursed pursuant to this Agreement may be permitted at Agent’s reasonable request and expense, but only at those times that are mutually acceptable to Agent and the Administrative Borrowers.

Field Examination and Other Fees. Borrower Borrowers shall pay to Administrative Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 at the Agent’s then-standard rate per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of Borrower any Loan Party performed by personnel employed by Administrative or on behalf of Agent, and (ii) the fees fees, charges or charges expenses 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 Borrower or its SubsidiariesLoan Parties, to establish electronic collateral reporting systems, to appraise the Collateral and UK Collateral, or any portion thereof, or to assess Borrowerany Loan Party’s or its Subsidiaries’ business valuation; provided, that so long as no Specified Event of Default shall have occurred and be continuing, Borrower Borrowers shall not be obligated to reimburse Administrative Agent for more than one (1) field examination and one (1) fleet appraisal in each applicable jurisdiction (including, for the avoidance of doubt, the fleet appraisal ordered by Agent on or about the Fourth Amendment Effective Date) (or, (x) if Excess Availability is less than the greater of (A) 25% of the Collateral in each Line Cap or (B) $59,700,000 for 3 consecutive twelve-month period after the date of this Agreement; provided furtherBusiness Days, that Borrower shall be obligated to reimburse Administrative Agent for one (1) additional field examination and one (1) additional fleet appraisal of the Collateral for any consecutive twelve month period during which in each applicable jurisdiction, or (y) if Excess Availability has been is less than the greater of $7,5000,000 and 15.0(A) 12.5% of the Line Cap and (B) $32,600,000 for 3 consecutive Business Days, two (2) additional field examinations and two (2) additional fleet appraisals of the Collateral in each applicable jurisdiction, or (z) if clauses (x) and (y) above do not apply, if Agent elects in its sole discretion, one (1) additional desktop fleet appraisal of the Collateral in each applicable jurisdiction) during any twelve-month period; and provided further, that following the occurrence and during the continuation of an Event of Default, such field examinations and/or fleet appraisals may be conducted at the Borrowers’ expense as many times as Agent shall consider reasonably necessary; and provided further, that, for the avoidance of doubt, each fleet appraisal shall include Rolling Stock Collateral of US Borrowers and UK Borrowers. Inventory appraisals shall be conducted in Agent’s reasonable discretion; and provided further 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 five consecutive Business Daysone (1) Inventory appraisal in each applicable jurisdiction during any calendar year. For the avoidance of doubt, additional field examinations, fleet appraisals, and inventory appraisals beyond those reimbursed pursuant to this Agreement may be permitted at Agent’s reasonable request and expense, but only at those times that are mutually acceptable to Agent and the Administrative Borrowers.