Common use of Collateral Evaluation Fee and Collateral Monitoring Fee Clause in Contracts

Collateral Evaluation Fee and Collateral Monitoring Fee. (a) Borrowers shall pay Agent a collateral monitoring fee equal to $1,50025,000 per month commencing on the first day of the month following the Third Amendment Closing Date and on the first day of each month thereafter during the Term, provided, however, that at such time, if any, as the Coverage Threshold shall have been met, then effective on the first day of the month following the Coverage Threshold Date, such collateral monitoring fee shall be reduced to, and shall equal, $10,000 per month. The collateral monitoring fee shall be deemed earned in full on the date when same is due and payable hereunder and shall not be subject to rebate or proration upon termination of this Agreement for any reason. (b) Borrowers shall pay to Agent on the first day of each month following any month in which Agent performs any collateral evaluation – namely any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent in its Permitted Discretions and which evaluation is undertaken by Agent or for Agent’s benefit – a collateral evaluation fee in an amount equal to $1,000 per day for each person employed to perform such evaluation, plus all costs and disbursements incurred by Agent in the performance of such examination or analysis. Without in any way limiting Agent’s rights under Section 4.10 to inspect and evaluate the Collateral and Borrowers’ business records, the parties hereto hereby agree that Borrowers shall not be liable to pay collateral evaluation fees and other costs and disbursements pursuant to this Section 3.4 in an aggregate amount for the period of 365 commencing on the Closing Date, or any successive period of 365 days thereafter, in excess of $40,000 plus actual out-of-pocket expensesfor more than four (4) such collateral evaluations/field exams/analyses in any 365 consecutive day period (with the dollar amount of Borrower’s liability for all such collateral evaluations/field exams/analyses in any 365 day period (excluding out of pocket costs and expenses) not to exceed any maximum amount for such liability which may be agreed to after the Third Amendment Date by Agent and Borrowers); provided that (x) after the occurrence and during the continuance of any Event of Default, Borrowers shall be liable for the collateral evaluation fees and other costs and disbursements for any and all collateral evaluations/field exams/analyses that Agent shall elect in its Permitted Discretion to conduct (and the fees, costs and expenses of any such collateral evaluations/field exams/analyses conducted after the occurrence and during the continuance of any Event of Default (and the amount of all collateral evaluation fees in connection therewith) shall not be counted against the limitations on Borrowers’ liability otherwise provided for in this sentence) and (y) nothing in this Section 3.4(a) shall be construed under any circumstances to limit the number of collateral evaluations/field exams/analyses which Agent may conduct at its own expense in accordance with its rights under Section 4.10. ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 (c) All of the fees and out-of-pocket costs and expenses of any appraisals conducted pursuant to Section 4.21 hereof shall be paid for when due, in full and without off-set, by Borrowers.

Collateral Evaluation Fee and Collateral Monitoring Fee. (a) Borrowers shall pay Agent a collateral monitoring fee equal to $1,50025,000 1,500 per month commencing on the first day of the month following the Third Amendment Closing Date and on the first day of each month thereafter during the Term, provided, however, that at such time, if any, as the Coverage Threshold shall have been met, then effective on the first day of the month following the Coverage Threshold Date, such collateral monitoring fee shall be reduced to, and shall equal, $10,000 per month. The collateral monitoring fee shall be deemed earned in full on the date when same is due and payable hereunder and shall not be subject to rebate or proration upon termination of this Agreement for any reason. (b) Borrowers shall pay to Agent on the first day of each month following any month in which Agent performs any collateral evaluation – namely any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent in its Permitted Discretions and which evaluation is undertaken by Agent or for Agent’s benefit – a collateral evaluation fee in an amount equal to $1,000 per day for each person employed to perform such evaluation, plus all costs and disbursements incurred by Agent in the performance of such examination or analysis. Without in any way limiting Agent’s rights under Section 4.10 to inspect and evaluate the Collateral and Borrowers’ business records, the parties hereto hereby agree that Borrowers shall not be liable to pay collateral evaluation fees and other costs and disbursements pursuant to this Section 3.4 in an aggregate amount for the period of 365 commencing on the Closing Date, or any successive period of 365 days thereafter, in excess of $40,000 plus actual out-of-pocket expensesfor more than four (4) such collateral evaluations/field exams/analyses in any 365 consecutive day period (with the dollar amount of Borrower’s liability for all such collateral evaluations/field exams/analyses in any 365 day period (excluding out of pocket costs and expenses) not to exceed any maximum amount for such liability which may be agreed to after the Third Amendment Date by Agent and Borrowers); provided that (x) after the occurrence and during the continuance of any Event of Default, Borrowers shall be liable for the collateral evaluation fees and other costs and disbursements for any and all collateral evaluations/field exams/analyses that Agent shall elect in its Permitted Discretion to conduct (and the fees, costs and expenses of any such collateral evaluations/field exams/analyses conducted after the occurrence and during the continuance of any Event of Default (and the amount of all collateral evaluation fees in connection therewith) shall not be counted against the limitations on Borrowers’ liability otherwise provided for in this sentence) and (y) nothing in this Section 3.4(a) shall be construed under any circumstances to limit the number of collateral evaluations/field exams/analyses which Agent may conduct at its own expense in accordance with its rights under Section 4.10. ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016. (c) All of the fees and out-of-pocket costs and expenses of any appraisals conducted pursuant to Section 4.21 hereof shall be paid for when due, in full and without off-set, by Borrowers.

Collateral Evaluation Fee and Collateral Monitoring Fee. (a) Borrowers shall pay Agent Administrative Agent, for the ratable benefit of Agents, a collateral monitoring fee equal to $1,50025,000 2,500 per month commencing on the first day of the month following the Third Amendment Closing Date and on the first day of each month thereafter during the Term, provided, however, that at such time, if any, as the Coverage Threshold shall have been met, then effective on the first day of the month following the Coverage Threshold Date, such collateral monitoring fee shall be reduced to, and shall equal, $10,000 per month. The collateral monitoring fee shall be deemed earned in full on the date when same is due and payable hereunder and shall not be subject to rebate or proration upon termination of this Agreement for any reason. (b) Borrowers shall pay to Administrative Agent on the first day of each month following any month in which Administrative Agent performs any collateral evaluation – - namely any field examination, collateral analysis analysis, appraisal or other business analysis, the need for which is to be determined by Administrative Agent in its Permitted Discretions and which evaluation is undertaken by Administrative Agent or for Administrative Agent’s benefit – - a collateral evaluation fee in an amount equal to $1,000 850 per day for each person employed to perform such evaluation, plus all out of pocket costs and disbursements incurred by Administrative Agent in the performance of such examination or analysis. Without in any way limiting Agent’s rights under Section 4.10 to inspect ; provided however that so long as no Default or Event of Default has occurred and evaluate the Collateral and Borrowers’ business recordsis continuing, the parties hereto hereby agree that Borrowers shall not be liable to pay for the collateral evaluation fees and other costs and disbursements pursuant to this Section 3.4 in an aggregate amount for the period of 365 commencing on the Closing Date, or any successive period of 365 days thereafter, in excess of $40,000 plus actual out-of-pocket expensesfor more than four (4) such collateral evaluations/field exams/analyses examinations in any 365 consecutive day period (with the dollar amount of Borrower’s liability for all such collateral evaluations/field exams/analyses in any 365 day period (excluding out of pocket costs and expenses) not to exceed any maximum amount for such liability which may be agreed to after the Third Amendment Date by Agent and Borrowers); provided that (x) after the occurrence and during the continuance of any Event of Default, Borrowers shall be liable for the collateral evaluation fees and other costs and disbursements for any and all collateral evaluations/field exams/analyses that Agent shall elect in its Permitted Discretion to conduct (and the fees, costs and expenses of any such collateral evaluations/field exams/analyses conducted after the occurrence and during the continuance of any Event of Default (and the amount of all collateral evaluation fees in connection therewith) shall not be counted against the limitations on Borrowers’ liability otherwise provided for in this sentence) and (y) nothing in this Section 3.4(a) shall be construed under any circumstances to limit the number of collateral evaluations/field exams/analyses which Agent may conduct at its own expense in accordance with its rights under Section 4.10. ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016fiscal year. (c) All of the fees and out-of-pocket costs and expenses of any appraisals conducted pursuant to Section 4.21 hereof shall be paid for when due, in full and without off-set, by Borrowers; provided however that so long as no Default or Event of Default has occurred and is continuing, Borrowers shall not be liable for the cost and expenses of more than two (2) such appraisals in any fiscal year.