Common use of Visits and Inspections Clause in Contracts

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent to (who may be accompanied by representatives a) visit and inspect the properties of any Lender), from time to time upon prior reasonable notice the Borrower Parties and at such times their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect any Credit Party’s properties; inspect, audit and make extracts from any and copies of the Borrower Parties’ and their Subsidiaries’ books and records, (c) conduct appraisals, field examinations and audits of Credit Party’s booksCard Receivables, records Inventory and files, including, but not limited to, management letters prepared by independent accountants, to other personal property of the extent consented to by such independent accountants; Borrower Parties and their Subsidiaries and (d) discuss with any Credit Party’s the Borrower Parties’ and their Subsidiaries’ respective principal officers, and its independent accountants, its businessofficers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospectsprospects relating to the Borrower Parties or such Subsidiaries; provided thatprovided, excluding any such visits however, (i) if there are no outstanding Advances and inspections during the continuation aggregate amount of all outstanding Letters of Credit is $5,000,000 or less, then the Borrowers shall only be obligated to pay the Administrative Agent for one (1) field audit every twelve (12) months, (ii) if there are outstanding Advances but Availability is greater than $20,000,000, then the Borrowers shall only be obligated to pay the Administrative Agent for up to two (2) field audits every twelve (12) months and (iii)(A) if there are outstanding Advances and Availability is less than or equal to $20,000,000 or (B) an Event of DefaultDefault has occurred and is continuing, then the Borrowers shall pay for as many field audits and appraisals that the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense requests in its Permitted Discretion. Any other member of the Borrower; provided further that upon the occurrence and during the continuance of an Event of DefaultLender Group may, at its expense, accompany the Administrative Agent on any regularly scheduled visit (or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request that a Default exists any visit regardless of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of whether it is regularly scheduled) to the Borrower (or such other location as may be agreed to by the Borrower Parties and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agenttheir Subsidiaries’ properties.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender), from a) From time to time upon prior reasonable notice as requested by Agent, at the cost and at such times expense of Borrower: (i) provide Agent, any Lender or its designee complete access to all of its premises during normal business hourshours and after reasonable notice to such Person, or at any time if an Event of Default has occurred and is continuing, for the purposes of inspecting, verifying and auditing the Collateral and all at of such Person’s books and records, including the expense Records; and (ii) promptly furnish to Agent and such Lender such copies of such books and records or extracts therefrom as Agent or such Lender may reasonably request, and (iii) permit Agent, any Lender or its designee to use during normal business hours such of such Person’s personnel, equipment, supplies and premises as may be reasonably necessary for the foregoing and, if an Event of Default has occurred and is continuing, for the realization of the Borrower, to visit and inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospectsCollateral; provided that, excluding any that all such visits and inspections during shall be coordinated through Agent and Borrower shall pay only for costs and expenses of one such inspection or visit per calendar year in the continuation absence of an a Payment/Insolvency Event of Default. (b) Agent and each Lender shall keep confidential, in accordance with its customary procedures for handling confidential information and safe and sound lending practices, any non-public information made available to Agent or such Lender pursuant to this Agreement, including Section 7.6 or Section 7.11(a), and all copies thereof; provided that nothing in this Section shall limit the Administrative Agent disclosure of any such information: (i) to the extent required by Applicable Law (and Agent and each Lender shall provide Borrower with prior notice of such required disclosure to the extent permitted by Applicable Law); (ii) to bank examiners and other regulators, auditors and/or accountants; (iii) in connection with any accompanying Lenderslitigation to which Agent or a Lender is a party; (iv) to any assignee or participant (or prospective assignee or participant), in each case, other than to a Prohibited Transferee, so long as such assignee or participant (or prospective assignee or participant), as applicable, shall not exercise have first agreed in writing to treat such rights more often than once during any calendar year at the expense of the Borrowerinformation as confidential in accordance with this Section; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative (v) to counsel for Agent or any Lender may do or any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower participant or assignee (or prospective participant or assignee other than a Prohibited Transferee) on a confidential basis; and (vi) to any Person with the prior written consent of Borrower. In no event shall this Section, or any other provision of this Agreement or any Applicable Law be deemed to: (i) apply to or restrict disclosure of information that has been or is made public by any Credit Party or Subsidiary thereof or any third party without breach by Agent or any Lender of this Section or otherwise becomes generally available to the public other than as a result of a disclosure in violation hereof; (ii) apply to or restrict disclosure of information that was or becomes available to Agent or any Lender on a non-confidential basis from a person other than a Credit Party of a Subsidiary thereof so long as Agent or such other location as may be agreed Lender has determined in its good faith judgment that such information is not confidential; (iii) require Agent or any Lender to return any materials furnished by any Credit Party or Subsidiary thereof to Agent; or (iv) prevent Agent from responding to routine informational requests in accordance with applicable industry standards relating to the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agentexchange of credit information.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender)Agent, from time to time upon not less than five Business Days’ prior reasonable written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, including management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once one time during any calendar year at the expense of the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing during normal business hours upon not less than one Business Day’s prior written notice at the expense of the Borrower. The Borrower at acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders; provided that if any time such report contains MNPI, it shall not be distributed to a Public Lender. The Borrower and its Subsidiaries shall have no obligation to discuss or disclose to Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney-client privilege (including any attorney work product) and materials that the Credit Parties or any of their Restricted Subsidiaries may not disclose without advance noticeviolation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices of the Borrower (or such other location (including telephonically) as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit Upon the request of the Administrative Agent, each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent and one additional Lender to (who may be accompanied by representatives a) visit and inspect the properties of any Lender), from time to time upon prior reasonable notice the Borrower Parties and at such times their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s booksand copies of the Borrower Parties’ and their Subsidiaries’ books and records, records (c) conduct appraisals, field examinations and filesaudits of Inventory and other personal property of the Borrower Parties and their Subsidiaries for which the Borrower Parties shall be required to reimburse the Administrative Agent no more than two times per calendar year (provided that the number of appraisals, includingfield exams and audits which the Administrative Agent or its representatives may perform and for which the Borrower Parties shall reimburse the Administrative Agent shall be unlimited if a Default or Event of Default has occurred and is continuing), but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (d) discuss with any Credit Party’s the Borrower Parties’ and their Subsidiaries’ respective principal officers, and its independent accountants, its businessofficers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospects; provided thatprospects relating to the Borrower Parties or such Subsidiaries. Any other member of the Lender Group may, excluding any such visits and inspections during the continuation of at its expense (unless an Event of DefaultDefault has occurred and is continuing), accompany the Administrative Agent on any regularly scheduled visit (and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request that a Default exists any visit regardless of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of whether it is regularly scheduled) to the Borrower (or such other location as may be agreed to by the Borrower Parties and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agenttheir Subsidiaries’ properties.

Visits and Inspections. Permit Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent to (who may be accompanied by representatives a) visit and inspect the properties of any Lender), from time to time upon prior reasonable notice the Borrower Parties and at such times their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s booksand copies of the Borrower Parties’ and their Subsidiaries’ books and records, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s the Borrower Parties’ and their Subsidiaries’ respective principal officers, and its independent accountants, its businessofficers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospectsprospects relating to the Borrower Parties or such Subsidiaries; provided thatprovided, excluding however, Borrowers shall only be obligated to pay for one field audit and one appraisal in any such visits twelve (12) month period unless (i) Availability is less than or equal to twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect, in which case the Borrowers shall be obligated to pay for two field audits and inspections two appraisals during the continuation of any twelve (12) month period or (ii) an Event of DefaultDefault has occurred and is continuing, in which case, the Borrowers shall pay for all field audits and appraisals, as determined by the Administrative Agent (in its sole and absolute discretion; provided, further, any accompanying Lendersfield exam or appraisal conducted pursuant to Section 8.7(d) shall not exercise such rights more often than once during any calendar year at count against the expense limitations on field exams and appraisals described above. Any other member of the Borrower; provided further that upon the occurrence and during the continuance of an Event of DefaultLender Group may, at its expense, accompany the Administrative Agent on any regularly scheduled visit (or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request that a Default exists any visit regardless of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of whether it is regularly scheduled) to the Borrower (or such other location as may be agreed to by the Borrower Parties and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agenttheir Subsidiaries’ properties.

Visits and Inspections. Permit The Credit Parties (subject to applicable Facility Leases), shall permit representatives and independent contractors of the Administrative Agent and each Lender to: (who may be accompanied by representatives of any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to a) visit and inspect all Borrowing Base Assets at reasonable times and upon reasonable notice (or at any Credit Party’s propertiestime without notice if an Event of Default exists) to the extent any such right to visit or inspect is within the control of such Person; inspect, audit (b) inspect and make extracts from any Credit Party’s bookstheir respective books and records, records and files, including, including but not limited to, to management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assetsproperties, liabilities, condition (financial conditionor otherwise), results of operations and business prospects; provided that, excluding any such visits and inspections during performance. If requested by the continuation of an Event of DefaultAdministrative Agent, the Administrative Agent (and any accompanying Lenders) applicable Credit Party shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance of execute an Event of Default, authorization letter addressed to its accountants authorizing the Administrative Agent or any Lender may do to discuss the financial affairs of such Credit Party with its accountants. Notwithstanding the foregoing, (A) no more than one inspection to the office of any Credit Party, the accountants or, if applicable, any other location where the books and records of the foregoing at Credit Parties are located shall be made in any fiscal year, provided that if an Event of Default exists, there shall be no limit on the expense number of the Borrower at any time without advance notice. Upon the request such inspections, (B) while an Event of Default does not exist, no more than one inspection per Borrowing Base Asset per fiscal year shall be conducted by the Administrative Agent orAgent, upon the occurrence and during the continuance of an any Lender or their representatives or contractors (but after any such Event of Default, upon there shall be no such limitation on the request number of the Required Lendersinspections during any fiscal year) and (C) during any such inspections or discussions with accountants, participate in a meeting an officer or representative of the Administrative Agent and Lenders once during each Fiscal Year, which meeting Parent Borrower will be held at the corporate offices of the Borrower (or such other location as may be agreed permitted to by the Borrower and accompany the Administrative Agent) at , any Lender or any such time as may be agreed by representative or contractor thereof during the Borrower and the Administrative Agentinspection or discussions.

Visits and Inspections. Permit EnergySolutions and Parent each will, and will cause each of their respective Subsidiaries to, permit representatives of the Administrative Agent (who may be accompanied by representatives and any of any Lender)the Lenders, from time to time upon prior reasonable notice to EnergySolutions, Parent or the relevant Subsidiary and at such times during normal business hours, all at the expense of the Borrower, to (a) visit and inspect any Credit Party’s properties; inspectthe properties of EnergySolutions or such Subsidiary, audit (b) inspect and make extracts from any Credit Party’s booksand copies of their respective books and records, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s their respective principal officers, and its independent accountants, its businessofficers their respective businesses, assets, liabilities, financial conditionpositions, results of operations and business prospects so long as EnergySolutions is given reasonable opportunity to be present at such discussions, all at EnergySolutions’ expense in the case of actions described in the foregoing clauses (a) through (c) by the Administrative Agent’s representatives; provided, however, that unless an Event of Default shall have occurred and be continuing, EnergySolutions shall not be obligated to reimburse the Administrative Agent for more than one such visit or inspection per year. EnergySolutions, Parent and each of their respective Subsidiaries will also permit representatives of the Administrative Agent and any of the Lenders to discuss with their respective auditors their respective businesses, assets, liabilities, financial positions, results of operations and business prospects; provided that, excluding at (y) EnergySolutions’ expense, in the case of discussions between the Administrative Agent’s representatives and such respective auditors and (z) the Lender’s expense, in the case of discussions between any Lender’s representatives (other than those of the Administrative Agent, in its capacity as a Lender) and such visits and inspections during the continuation of respective auditors absent an Event of Default, the Administrative Agent Default (and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent or any Lender may do any of the foregoing same shall be at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent orEnergySolutions’ expense), upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will case so long as EnergySolutions is given reasonable opportunity to be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) present at such time as may be agreed by the Borrower and the Administrative Agentdiscussions.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives or, after the occurrence and during the continuance of an Event of Default, any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the BorrowerBorrowers, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s copies of its books, records and files, including, but not limited to, including management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, excluding any such visits and inspections during the continuation continuance of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once one (1) time during any calendar year at the expense of the BorrowerBorrowers’ expense; provided further provided, further, that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower Borrowers at any time without advance noticeduring normal business hours. The Administrative Agent shall provide each Lender with prior notice of each visit and inspection, and representatives of any Lender may accompany the Administrative Agent in connection with such visit and inspection at such participating Lender’s expense. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Turning Point’s corporate offices of the Borrower (or by conference call or at such other location as may be agreed to by the Borrower Borrowers and the Administrative Agent) at such time as may be agreed by the Borrower Borrowers and the Administrative Agent.

Visits and Inspections. Permit Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent to (who may be accompanied by representatives a) visit and inspect the properties of any Lender), from time to time upon prior reasonable notice the Borrower Parties and at such times their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s booksand copies of the Borrower Parties’ and their Subsidiaries’ books and records, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s the Borrower Parties’ and their Subsidiaries’ respective principal officers, and its independent accountants, its businessofficers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospectsprospects relating to the Borrower Parties or such Subsidiaries; provided thatprovided, excluding however, Borrowers shall only be obligated to pay for one field audit and one appraisal in any such visits twelve (12) month period unless (i) Excess Availability is less than or equal to twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect, in which case the Borrowers shall be obligated to pay for two field audits and inspections two appraisals during the continuation of any twelve (12) month period or (ii) an Event of DefaultDefault has occurred and is continuing, in which case, the Borrowers shall pay for all field audits and appraisals, as determined by the Administrative Agent (in its sole and absolute discretion; provided, further, annual appraisals of Eligible Trademarks shall only be required if the Leverage Ratio exceeds 3.00:1.00 as of the end of the most recent ended fiscal year; provided, further, any accompanying Lendersfield exam or appraisal conducted pursuant to Section 8.7(d) shall not exercise such rights more often than once during any calendar year at count against the expense limitations on field exams and appraisals described above. Any other member of the Borrower; provided further that upon the occurrence and during the continuance of an Event of DefaultLender Group may, at its expense, accompany the Administrative Agent on any regularly scheduled visit (or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request that a Default exists any visit regardless of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of whether it is regularly scheduled) to the Borrower (or such other location as may be agreed to by the Borrower Parties and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agenttheir Subsidiaries’ properties.

Visits and Inspections. Permit Each Credit Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent to (who may be accompanied by representatives a) visit and inspect the properties of any Lender), from time to time upon prior reasonable notice the Credit Parties and at such times their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect any Credit Party’s properties; inspect, audit and make extracts from any and copies of the Credit Party’s booksParties’ and their Subsidiaries’ books and records, records (c) conduct appraisals, field examinations and files, including, but not limited to, management letters prepared by independent accountants, to audits of Inventory and other personal property of the extent consented to by such independent accountants; Credit Parties and their Subsidiaries and (d) discuss with any the Credit Party’s Parties’ and their Subsidiaries’ respective principal officers, and its independent accountants, its businessofficers the Credit Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospectsprospects relating to the Credit Parties or such Subsidiaries; provided thatprovided, excluding however, Borrowers shall only be obligated to pay for two Inventory field audits and one Inventory appraisal in any such visits twelve (12) month period unless (i) Availability for five consecutive Business Days is less than or equal to the greater of $20,000,000 and inspections twenty percent (20%) of the Aggregate Revolving Loan Commitments then in effect, then the Borrowers shall be obligated to pay for three Inventory field audits and two Inventory appraisals during any twelve (12) month period until Availability for sixty consecutive days exceeds the continuation greater of $20,000,000 and twenty percent (20%) of the Aggregate Revolving Loan Commitments then in effect, or (ii) an Event of DefaultDefault has occurred and is continuing, then the Borrowers shall pay for as many field audits and appraisals that the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense requests in its Permitted Discretion. Any other member of the Borrower; provided further that upon the occurrence and during the continuance of an Event of DefaultLender Group may, at its expense, accompany the Administrative Agent on any regularly scheduled visit (or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon that a Default exists any visit regardless of whether it is regularly scheduled) to the request of the Administrative Agent or, upon the occurrence Credit Parties and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agenttheir Subsidiaries’ properties.

Visits and Inspections. Permit representatives (i) Upon 3 Business Days' notice from Lender, permit any representative, officer, accountant or agent of the Administrative Agent (who may be accompanied by representatives of any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s books, records and files, including, but not limited to, management letters prepared by independent accountantsof such Borrower's Properties, to the extent consented examine such Borrower's books and records, and to by discuss such independent accountants; Borrower's business, financial affairs, financial condition and discuss accounts with any Credit Party’s principal such Borrower's officers, all at such reasonable time and as often as Lender may request and, in each such case, cause each of its independent accountantsSubsidiaries so to do. Notwithstanding the foregoing, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, excluding no prior notice by Lender will be required as a condition to any such visits visit or inspection if at the time thereof any Event of Default exists. (ii) Upon 3 Business Days' notice from Lender and inspections during the continuation prior submission by Lender to either Borrower of Lender's proposed agenda therefor, permit any representative, officer, accountant or agent of Lender from time to time to discuss the financial statements referred to in Section 7.1.8 hereof, any other financial information from time to time delivered hereunder to Lender, the financial condition of each Borrower or any of its Subsidiaries, or any information contained in any Borrowing Base Certificate (collectively, the "Financial Information") with such Borrower's auditors; provided, however, that -------- ------- if no Default or Event of Default then exists, Lender will not have the right to require such discussions more than once per year. Notwithstanding the foregoing, no prior notice or submission of a proposed agenda will be required as a condition to Lender's having such discussions with either Borrower's auditors at any time that an Event of DefaultDefault exists. Each Borrower hereby irrevocably authorizes its auditors to discuss all matters pertaining to the Financial Information with all such Persons. Each Borrower shall have the right to have one or more of its officers present at any such discussions with such Borrower's auditors, but the Administrative Agent (and availability of any accompanying Lenders) officer of such Borrower to be present at any such discussion shall not exercise be a condition to Lender's rights hereunder to hold such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agentdiscussions.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender)Agent, from time to time upon not less than five Business Days’ prior reasonable written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, including management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once one time during any calendar year at the expense of the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing during normal business hours upon not less than one Business Day’s prior written notice at the expense of the Borrower. The Borrower at acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders; provided that if any time such report contains MNPI, it shall not be distributed to a Public Lender. The Borrower and its Subsidiaries shall have no obligation to discuss or disclose to Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney-client privilege (including any attorney work product) and materials that the Credit Parties or any of their Restricted Subsidiaries may not disclose without advance noticeviolation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required LendersXxxxxxx, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices of the Borrower (or such other location (including telephonically) as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent to (who may be accompanied by representatives a) visit and inspect the properties of any Lender), from time to time upon prior reasonable notice the Borrower Parties and at such times their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s booksand copies of the Borrower Parties’ and their Subsidiaries’ books and records, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s the Borrower Parties’ and their Subsidiaries’ respective principal officers, and its independent accountants, its businessofficers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospectsprospects relating to the Borrower Parties or such Subsidiaries; provided thatprovided, excluding however, Borrowers shall only be obligated to pay for one field audit and one appraisal in any twelve (12) month period unless (i) Excess Availability is less than or equal to twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect for a period of five (5) consecutive Business Days during such visits period, in which case the Borrowers shall be obligated to pay for two field audits and inspections two appraisals during the continuation of any twelve (12) month period or (ii) an Event of DefaultDefault has occurred and is continuing, in which case, the Borrowers shall pay for all field audits and appraisals, as determined by the Administrative Agent in its sole and absolute discretion; provided, further, annual appraisals of Eligible Trademarks shall only be required if Excess Availability is less than or equal to thirty five percent (and 35%) of the amount of the Revolving Loan Commitment then in effect for a period of five (5) consecutive Business Days during the most recently ended twelve (12) month period; provided, further, any accompanying Lendersfield exam or appraisal conducted pursuant to Section 8.7(d) shall not exercise such rights more often than once during any calendar year at count against the expense limitations on field exams and appraisals described above. Any other member of the Borrower; provided further that upon the occurrence and during the continuance of an Event of DefaultLender Group may, at its expense, accompany the Administrative Agent on any regularly scheduled visit (or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request that a Default exists any visit regardless of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of whether it is regularly scheduled) to the Borrower (or such other location as may be agreed to by the Borrower Parties and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agenttheir Subsidiaries’ properties.

Visits and Inspections. Permit Each Credit Party will, and will cause each of its Subsidiaries to, permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender)Agent, from time to time upon reasonable prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to (a) visit and inspect any the properties of the Credit Party’s properties; inspectParties and their Subsidiaries during normal business hours, audit (b) inspect and make extracts from any and copies of the Credit Party’s booksParties’ and their Subsidiaries’ books and records, records (c) conduct appraisals, field examinations and files, including, but not limited to, management letters prepared by independent accountants, to audits of Inventory and Accounts of the extent consented to by such independent accountants; Credit Parties and their Subsidiaries and (d) discuss with any the Credit Party’s Parties’ and their Subsidiaries’ respective principal officers, and its independent accountants, its businessofficers the Credit Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospectsprospects relating to the Credit Parties or such Subsidiaries; provided that, excluding any such visits that (i) if Aggregate Revolving Credit Obligations are less than or equal to 10.0% of the Aggregate Revolving Loan Commitments and inspections during the continuation of an no Event of DefaultDefault has occurred and is continuing, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often be entitled to conduct a field audit or appraisal, (ii) if Aggregate Revolving Credit Obligations exceeds 10.0% but is less than once during any calendar year at the expense or equal to 25.0% of the Borrower; provided further Aggregate Revolving Loan Commitments for five (5) consecutive Business Days and no Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one field audit and one appraisal during the trailing twelve month period until the later of (x) ninety (90) days after such five (5) Business Day period and (y) the date that upon the occurrence Aggregate Revolving Credit Obligations are less than or equal to 10% of the Aggregate Revolving Loan Commitments for thirty (30) consecutive Business Days, (iii) if the Aggregate Revolving Credit Obligations exceeds 25.0% of the Aggregate Revolving Loan Commitments for five (5) consecutive Business Days and no Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct up to two (2) field audits and two (2) appraisals during the trailing twelve month period until the later of (x) ninety (90) days after such five (5) Business Day period and (y) the date that the Aggregate Revolving Credit Obligations are less than or equal to 25% of the Aggregate Revolving Loan Commitments for thirty (30) consecutive Business Days, and (iv) during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower shall be permitted to conduct at any time and without advance notice. Upon the request of prior notice as many field audits and appraisals that the Administrative Agent orrequests in its Permitted Discretion; provided, upon further, that the occurrence and during the continuance of an Event of Default, upon the request Borrowers shall not be obligated to pay more than $25,00030,000 per field audit or more than $30,000 per appraisal. Any other member of the Required LendersLender Group may, participate in a meeting of at its expense, accompany the Administrative Agent on any regularly scheduled visit (or, at any time that a Default exists, any visit regardless of whether it is regularly scheduled) to the Credit Parties’ and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agenttheir Subsidiaries’ properties.

Visits and Inspections. Permit The Borrower shall, shall cause ---------------------- each Subsidiary of the Borrower to, and shall use its best efforts to cause each Custodian and each Servicing Agent to, promptly permit representatives of the Administrative Agent or any Lender (who may be accompanied and third party consultants and auditors retained by representatives of any Lender), the Administrative Agent) from time to time upon prior after reasonable notice by the Administrative Agent or any Lender to (a) visit and at such times during normal business hours, all at inspect the expense properties of the Borrower, to visit the Subsidiaries of the Borrower, each Custodian and each Servicing Agent as often as the Administrative Agent or any Lender shall reasonably deem advisable, (b) audit, inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s booksand copies of the books and records of the Borrower, records each Subsidiary of the Borrower, each Custodian and fileseach Servicing Agent, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s principal the appropriate directors, officers, employees and its independent accountantsauditors of the Borrower, its each Subsidiary of the Borrower, each Custodian and each Servicing Agent the business, assets, liabilities, financial conditionpositions, results of operations and business prospects; prospects of the Borrower and each Subsidiary of the Borrower, provided thatthat such -------- representatives of the Administrative Agent or any Lender and such third party consultants and auditors shall keep confidential all information obtained pursuant to this Section 5.7 to the extent required by Section 11.14. The ----------- ------------- Borrower shall pay the reasonable fees, excluding any costs and expenses related to up to three (3) such visits inspections and inspections during audits performed by, or on behalf of, the continuation Administrative Agent per twelve-month period. Prior to the occurrence of an Event of Default, the Administrative Agent (all such visits and any accompanying Lenders) inspections shall not exercise such rights more often than once be conducted during any calendar year at the expense of the Borrower; provided further that upon normal business hours. Following the occurrence and during the continuance of an Event of Default, such visits, inspections and audits shall be conducted at any time requested by the Administrative Agent or any Lender may do without any of the foregoing at the expense of the Borrower at any time without advance requirement for reasonable notice. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of or any Lender), from time to time upon prior reasonable written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, (a) any such visits and inspections by any Lender (excluding any Lender that also acts as Administrative Agent) shall be at such Lender’s expense, and (b) the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once two (2) times during any calendar year at the expense of the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Each Credit Party and its Subsidiaries may place reasonable limits on access to information, the disclosure of which would be prohibited by a confidentiality agreement or is otherwise proprietary or confidential, in each case of such agreement or other restrictions, entered into by such Credit Party or such Subsidiary on an arm’s length basis and in good faith, unless mutually agreeable arrangements are made (and at the Administrative Agent’s reasonable request, such Credit Party or such Subsidiary shall take all commercially reasonable efforts to cause such arrangements to be made) to permit the disclosure of such information and preserve such information as confidential or proprietary; and (ii) neither the Borrower nor any Subsidiary shall be required to disclose any trade secrets. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender)Agent, from time to time upon prior reasonable notice and at such times time, as often as may be reasonably requested, but only during normal business hours, all at the expense hours and (except when a Default or Event of Default exists) upon reasonable prior written notice to the Borrower, to visit and inspect any Credit Partythe properties of the Borrower, conduct appraisals of the Borrower’s properties; , inspect, audit and make extracts from any Credit Partythe Borrower’s booksbooks and records, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s principal its officers, its employees and its independent accountants, its the Borrower’s business, assets, liabilities, financial condition, business prospects and results of operations operations, provided that only one such visit and business prospects; provided thatinspection per twelve (12) month period shall be at the Borrower’s cost and expense, excluding any such visits except in connection with a Modification of this Agreement and inspections during the continuation continuance of an Event of Default, Default when the Administrative Agent (and any accompanying Lenders) foregoing limitation shall not exercise apply. The Agent shall also be entitled to contact any Governmental Authority if Agent has a reasonable basis to believe that Borrower may be in violation of any requirement of such rights more often than once during any calendar year at Governmental Authority, with respect to the expense Project and the status of the Entitlements with reasonable advance written notice to the Borrower; provided further that upon . The Agent shall not participate in any meeting with Governmental Authorities or Borrower’s independent accountants concerning the occurrence and Project without the participation of Borrower (except during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the when Borrower at any time without advance noticeshall be permitted, but not required to participate). Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices Representatives of the Borrower (including the Borrower’s accountants) shall be authorized to accompany the Agent (or representative thereof) on any visit or inspection of the Real Property Collateral, but such other location as may authorization shall in no manner be agreed deemed to be a requirement or condition of the Agent’s visits or inspections, and to the extent any of the Borrower’s representatives accompany the Agent on any visit or audit, such Persons shall in no manner hinder or delay the audits or inspections of the Agent. Representatives of each Lender shall be authorized to accompany the Agent on each such visit and inspection and to participate with the Agent therein, but at their own expense, unless a Default or Event of Default exists. Neither the Agent nor any Lender shall have any duty to make any such inspection and shall not incur any liability by the Borrower and the Administrative Agent) at reason of its failure to conduct or delay in conducting any such time as may be agreed by the Borrower and the Administrative Agentinspection.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of or any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit review and make extracts from any Credit Party’s its books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospectsprospects (in each case, other than (i) material and affairs protected by the attorney-client privilege or (ii) material which the Borrower or the applicable Subsidiary may not disclose without violating confidentiality restricting binding on it, in each case, other than to the extent such attorney-client privilege or confidentiality restrictions have been waived or consent to the release of the materials or affairs subject thereto has been obtained); provided thatprovided, excluding any such visits and inspections during the continuation of however, that unless an Event of DefaultDefault has occurred and is continuing, (a) only the Administrative Agent, on behalf of the Lenders, may exercise rights of the Administrative Agent and the Lenders under this Section 9.10, (and any accompanying Lendersb) the Administrative Agent shall not exercise such rights more often than once one (1) time during any calendar year year, at the expense of the Borrower; provided further that , and then only during normal business hours and upon reasonable prior notice to the Borrower and (c) with respect to environmental matters, the Administrative Agent shall be limited to conduct Phase I Environmental Site Assessments of any properties owned by the Borrower or its Subsidiaries, at the expense of the Borrower, no more than once every twelve (12) months and then only during normal business hours and upon reasonable prior notice to the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time time, without advance notice. Upon the request of the Administrative Agent or, upon the occurrence notice and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative AgentBorrower’s expense.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender)Agent, from time to time upon not less than five Business Days’ prior reasonable written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, including management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, 100 and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once one time during any calendar year at the expense of the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing during normal business hours upon not less than one Business Day’s prior written notice at the expense of the Borrower. The Borrower at acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders; provided that if any time such report contains MNPI, it shall not be distributed to a Public Lender. The Borrower and its Subsidiaries shall have no obligation to discuss or disclose to Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney‑client privilege (including any attorney work product) and materials that the Credit Parties or any of their Restricted Subsidiaries may not disclose without advance noticeviolation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices of the Borrower (or such other location (including telephonically) as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit Each Credit Party will, and will cause each of its Subsidiaries to, permit representatives of the Administrative Agent to (who may be accompanied by representatives a) visit and inspect the properties of any Lender), from time to time upon prior reasonable notice the Credit Parties and at such times their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect any Credit Party’s properties; inspect, audit and make extracts from any and copies of the Credit Party’s booksParties’ and their Subsidiaries’ books and records, records (c) conduct appraisals, field examinations and files, including, but not limited to, management letters prepared by independent accountants, to audits of Inventory and Accounts of the extent consented to by such independent accountants; Credit Parties and their Subsidiaries and (d) discuss with any the Credit Party’s Parties’ and their Subsidiaries’ respective principal officers, and its independent accountants, its businessofficers the Credit Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospectsprospects relating to the Credit Parties or such Subsidiaries; provided that, excluding that the Administrative Agent shall be permitted to conduct one field audit completed in 2011 and thereafter shall only be permitted to conduct one field audit in any such visits twelve (12) month period and inspections during the continuation of one appraisal in any twenty-four (24) month period unless an Event of DefaultDefault has occurred and is continuing, in which case the Administrative Agent shall be permitted to conduct as many field audits and appraisals that the Administrative Agent requests in its Permitted Discretion; provided, further, that the Borrowers shall be obligated to pay for one field audit completed in 2011 but thereafter shall have no obligation to pay for any other field audits or appraisals unless (and any accompanying Lendersi) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance twelve (12) month period preceding any field audit or the twenty-four (24) month period preceding any appraisal, (x) the aggregate principal amount of all Revolving Loans, Swing Loans, Agent Advances and Overadvances outstanding exceeds $7,500,000 for five (5) consecutive Business Days or (y) the aggregate amount of all Letter of Credit Obligations outstanding exceeds $7,500,000, in which case the Borrowers shall be obligated to pay for such field audit or appraisal, or (ii) an Event of DefaultDefault has occurred and is continuing, in which case the Borrowers shall be obligated to pay for as many field audits and appraisals that the Administrative Agent requests in its Permitted Discretion; provided, further, that the Borrowers shall not be obligated to pay more than $25,000 per field audit or any Lender may do any more than $30,000 per appraisal. Any other member of the foregoing Lender Group may, at its expense, accompany the expense of the Borrower Administrative Agent on any regularly scheduled visit (or, at any time without advance notice. Upon that a Default exists, any visit regardless of whether it is regularly scheduled) to the request of the Administrative Agent or, upon the occurrence Credit Parties’ and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agenttheir Subsidiaries’ properties.

Visits and Inspections. Permit Each Borrower Party will, and will cause each of its Restricted Subsidiaries to, permit representatives of the Administrative Agent, including, without limitation, any consultant engaged by the Administrative Agent who has agreed with the Borrower Parties to comply with Section 11.17, upon reasonable advance notice to the Borrower Parties and, unless an Event of Default has occurred and is continuing, not more than two (who may be accompanied by representatives 2) times each calendar year, to (a) visit and inspect the properties of any Lender), from time to time upon prior reasonable notice the Borrower Parties and at such times their Restricted Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s books, and copies of the Borrower Parties’ and their Restricted Subsidiaries’ books and records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s the Borrower Parties’ and their Restricted Subsidiaries’ respective principal officers, and its independent accountants, its businessofficers such Borrower Parties’ or such Restricted Subsidiaries’ businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospects; provided thatprospects relating to such Borrower Parties or such Restricted Subsidiaries. Any other member of the Lender Group may, excluding any such visits and inspections during the continuation of at its expense (unless an Event of DefaultDefault has occurred and is continuing), accompany the Administrative Agent on any regularly scheduled visit (or at any time that a Default exists any visit regardless of whether it is regularly scheduled) to the Borrower Parties’ and any accompanying Lenders) their Restricted Subsidiaries’ properties. In addition, the Borrowers shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance of an Event of Default, permit the Administrative Agent or any Lender may do any of and the foregoing Lenders to conduct an annual meeting, upon reasonable advance notice to the Administrative Borrower and at a time reasonably convenient to the Administrative Borrower, at the expense of the Borrower Administrative Borrower’s corporate headquarters which may also be conducted telephonically or at any time without advance notice. Upon the request of another location to be mutually agreed upon by the Administrative Agent orand the Administrative Borrower; provided, upon for the occurrence avoidance of doubt, the Borrower Parties shall not be responsible for the costs and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting expenses of the Administrative Agent and the Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or with respect to such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agentannual meeting.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender)Agent, from time to time upon not less than five Business Days’ prior reasonable written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, including management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once one time during any calendar year at the expense of the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing during normal business hours upon not less than one Business Day’s prior written notice at the expense of the Borrower. The Borrower at acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders; provided that if any time such report contains MNPI, it shall not be distributed to a Public Lender. The Borrower and its Subsidiaries shall have no obligation to discuss or disclose to Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney-client 122 privilege (including any attorney work product) and materials that the Credit Parties or any of their Restricted Subsidiaries may not disclose without advance noticeviolation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required LendersXxxxxxx, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices of the Borrower (or such other location (including telephonically) as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit Each Loan Party agrees to permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender), from time to time upon prior reasonable notice and at such times time, as often as may be reasonably requested, but only during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit the properties of such Loan Party’s properties; , and to inspect, audit and make extracts from any Credit Party’s booksits books and records, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s principal its officers, its employees and its independent accountants, its such Loan Party’s business, assets, liabilities, financial condition, business prospects and results of operations and business prospectsoperations; provided that, excluding so long as no Default or Event of Default shall have occurred and be continuing, (a) Lender shall not conduct more than two desk audits and one field audit during any Fiscal Year, (b) Lender shall have provided the appropriate Loan Party with reasonable prior notice and shall conduct such visit in a manner that does not unreasonably interfere with the conduct of such Loan Party’s business and (c) Loan Parties shall pay for the usual and customary expenses of Lender for three (3) such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any by Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which expenses shall not exceed $25,000 plus actual out-of-pocket expenses. If a Default or an Event of Default shall have occurred and be continuing, Lender shall, in its sole discretion, visit and inspect any of the properties of Loan Party without limitation at such Loan Party’s expense. Notwithstanding the foregoing, the Loan Parties shall permit Lender to visit and inspect their properties as often as may be reasonably requested, provided that, absent a Default or an Event of Default, all such visits in excess of three (3) per Fiscal Year and $25,000 in the aggregate shall be at Lender’s expense. Representatives of the Loan Parties will be permitted to accompany representatives of Lender during each visit, inspection and discussion referred to in the immediately preceding sentence. Without in any way limiting the foregoing, each of the Loan Parties will participate and will cause its chief executive officer and chief financial officer and such of its other officers as Lender shall designate to participate in a meeting will with Lender to discuss the financial results and condition of the Loan Parties at least once during each year, which meeting shall be held at the corporate offices of the Borrower (or such other location time and such place as may be agreed to reasonably requested by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative AgentLender.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender)Agent, from time to time upon not less than five Business Days’ prior reasonable written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, including management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once one time during any calendar year at the expense of the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing during normal business hours upon not less than one Business Day’s prior written notice at the expense of the Borrower. The Borrower at acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders; provided that if any time such report contains MNPI, it shall not be distributed to a Public Lender. The Borrower and its Subsidiaries shall have no obligation to discuss or disclose to Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney‑client privilege (including any attorney work product) and materials that the Credit Parties or any of their Restricted Subsidiaries may not disclose without advance noticeviolation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required LendersXxxxxxx, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices of the Borrower (or such other location (including telephonically) as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit Subject to the applicable facility leases, each Credit Party shall, and shall cause its Subsidiaries to, permit representatives and independent contractors of the Administrative Agent and each Lender to: (who may be accompanied by representatives of any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to a) visit and inspect any Credit Party’s propertiesof its Real Property Assets at reasonable times and upon reasonable notice (or at any time without notice if an Event of Default exists) to the extent any such right to visit or inspect is within the control of such Person; inspect, audit (b) inspect and make extracts from any Credit Party’s bookstheir respective books and records, records and files, including, including but not limited to, to management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assetsproperties, liabilities, condition (financial conditionor otherwise), results of operations and business prospects; provided that, excluding any such visits and inspections during performance. If requested by the continuation of an Event of DefaultAdministrative Agent, the Administrative Agent (and any accompanying Lenders) applicable Consolidated Party shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance of execute an Event of Default, authorization letter addressed to its accountants authorizing the Administrative Agent or any Lender may do to discuss the financial affairs of such Credit Party (or such Subsidiary of such Credit Party) with its accountants. Notwithstanding the foregoing, (A) no more than one inspection to the office of any Credit Party (or such Subsidiary of such Credit Party), the accountants or, if applicable, any other location where the books and records of the foregoing at Credit Parties (or such Subsidiary of such Credit Parties) are located shall be made in any fiscal year, provided that if an Event of Default exists, there shall be no limit on the expense number of the Borrower at any time without advance notice. Upon the request such inspections, (B) while an Event of Default does not exist, no more than one inspection per Real Property Asset per fiscal year shall be conducted by the Administrative Agent orAgent, upon the occurrence and during the continuance of an any Lender or their representatives or contractors (but after any such Event of Default, upon there shall be no such limitation on the request number of the Required Lendersinspections during any fiscal year) and (C) during any such inspections or discussions with accountants, participate in a meeting an officer or representative of the Administrative Agent and Lenders once during each Fiscal Year, which meeting Parent Borrower will be held at the corporate offices of the Borrower (or such other location as may be agreed permitted to by the Borrower and accompany the Administrative Agent) at , any Lender or any such time as may be agreed by representative or contractor thereof during the Borrower and the Administrative Agentinspection or discussions.

Visits and Inspections. Permit Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent, including, without limitation, any consultant engaged by the Administrative Agent who has agreed with the Borrower Parties to comply with Section 11.17, upon reasonable advance notice to the Borrower Parties and, unless an Event of Default has occurred and is continuing, not more than two (who may be accompanied by representatives 2) times each calendar year, to (a) visit and inspect the properties of any Lender), from time to time upon prior reasonable notice the Borrower Parties and at such times their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s books, and copies of the Borrower Parties’ and their Subsidiaries’ books and records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s the Borrower Parties’ and their Subsidiaries’ respective principal officers, and its independent accountants, its businessofficers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospects; provided thatprospects relating to the Borrower Parties or such Subsidiaries. Any other member of the Lender Group may, excluding any such visits and inspections during the continuation of at its expense (unless an Event of DefaultDefault has occurred and is continuing), accompany the Administrative Agent on any regularly scheduled visit (or at any time that a Default exists any visit regardless of whether it is regularly scheduled) to the Borrower Parties and any accompanying Lenders) their Subsidiaries’ properties. In addition, the Borrowers shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance of an Event of Default, permit the Administrative Agent or any Lender may do any of and the foregoing Lenders to conduct an annual meeting, upon reasonable advance notice to the Administrative Borrower and at a time reasonably convenient to the Administrative Borrower, at the expense of the Borrower Administrative Borrower’s corporate headquarters which may also be conducted telephonically or at any time without advance notice. Upon the request of another location to be mutually agreed upon by the Administrative Agent orand the Administrative Borrower; provided, upon for the occurrence avoidance of doubt, the Borrower Parties shall not be responsible for the costs and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting expenses of the Administrative Agent and the Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or with respect to such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agentannual meeting.

Visits and Inspections. Permit Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent to (who may be accompanied by representatives a) visit and inspect the properties of any Lender), from time to time upon prior reasonable notice the Borrower Parties and at such times their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s booksand copies of the Borrower Parties’ and their Subsidiaries’ books and records, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s the Borrower Parties’ and their Subsidiaries’ respective principal officers, and its independent accountants, its businessofficers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospectsprospects relating to the Borrower Parties or such Subsidiaries; provided thatprovided, excluding however, Borrowers shall only be obligated to pay for one field audit and one appraisal in any such visits twelve (12) month period unless (i) Availability is less than or equal to twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect, in which case the Borrowers shall be obligated to pay for two field audits and inspections two appraisals during the continuation of any twelve (12) month period or (ii) an Event of DefaultDefault has occurred and is continuing, in which case, the Borrowers shall pay for all field audits and appraisals, as determined by the Administrative Agent (in its sole and absolute discretion; provided, further, annual appraisals of Eligible Trademarks shall only be required if the Leverage Ratio exceeds 3.00:1.00 as of the end of the most recent ended fiscal year; provided, further, any accompanying Lendersfield exam or appraisal conducted pursuant to Section 8.7(d) shall not exercise such rights more often than once during any calendar year at count against the expense limitations on field exams and appraisals described above. Any other member of the Borrower; provided further that upon the occurrence and during the continuance of an Event of DefaultLender Group may, at its expense, accompany the Administrative Agent on any regularly scheduled visit (or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request that a Default exists any visit regardless of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of whether it is regularly scheduled) to the Borrower (or such other location as may be agreed to by the Borrower Parties and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agenttheir Subsidiaries’ properties.

Visits and Inspections. Permit Each Borrower Party will, and will cause its Subsidiaries to, permit representatives of the Administrative Agent to (who may be accompanied by representatives a) visit and inspect the properties of any Lender)the Borrower Parties and their Subsidiaries, from time to time upon prior reasonable notice and at such times as applicable, during normal business hours, all at the expense of the Borrower, to visit and (b) inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s booksand copies of the Borrower Parties' and such Subsidiaries' books and records, records as applicable, and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s the Borrower Parties' and such Subsidiaries' respective principal officers, and its independent accountantsas applicable, its businessthe Borrower Parties' or such Subsidiaries' businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospects; provided thatprospects relating to the Borrower Parties or such Subsidiaries, excluding any such visits and inspections during as applicable. Any other member of the continuation of an Event of DefaultLender Group may, at its expense, accompany the Administrative Agent on any regularly scheduled visit (and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and or during the continuance of an Event a Default any visit regardless of Default, whether it is regularly scheduled) to the Borrower Parties and their Subsidiaries' properties .. The Borrower Parties agree and authorize the Administrative Agent or Agent, absent the existence of a Default (in which event, more field examinations and appraisals may be conducted at the Administrative Agent's discretion), (at which any Lender may do any other member of the foregoing Lender Group may, at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent orits expense, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and accompany the Administrative Agent) at to conduct no more than two field examinations and appraisals of Inventory during any twelve (12) month period (using for such time as may be agreed by the Borrower and Inventory appraisals, Hilco Appraisal Service, LLC or such other appraisal firm satisfactory to the Administrative Agent). The Borrower Parties agree to pay for, or to reimburse the Administrative Agent for, the costs and expenses of such field examinations and appraisals in accordance with Section 11.2.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of or any Lender), from time to time upon prior reasonable written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, that excluding any such visits and inspections during the continuation continuance of an Event of Default, (a) any such visits and inspections by any Lender (excluding any Lender that also acts as Administrative Agent) shall be at such Lender’s expense, and (b) for the avoidance of doubt, any such visits and inspections by the Administrative Agent (and any accompanying Lenderswhether or not during the continuance of an Event of Default) shall not exercise such rights more often than once during any calendar year be at the expense of the Borrower’s expense; provided provided, further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. The Borrower and its Subsidiaries may place reasonable limits on access to information which is proprietary or constitutes trade secrets and need not disclose any information if such disclosure would be prohibited by a confidentiality agreement entered into by the Borrower or such Subsidiary on an arm’s length basis and in good faith. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of or any Lender), from time to time upon prior reasonable written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, that excluding any such visits and inspections during the continuation continuance of an Event of Default, (a) any such visits and inspections by any Lender (excluding any Lender that also acts as Administrative Agent) shall be at such Lender’s expense and (b) the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and each such visit or inspection by the Administrative Agent shall be at the expense of the Borrower’s expense; provided provided, further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. The Borrower and its Subsidiaries may place reasonable limits on access to information which is proprietary or constitutes trade secrets and need not disclose any information if such disclosure would be prohibited by a confidentiality agreement entered into by the Borrower or such Subsidiary on an arm’s length basis and in good faith. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit Each Credit Party will, and will cause each of its Restricted Subsidiaries to, permit representatives and agents of the Administrative Agent to (who may be accompanied by representatives a) visit and inspect the properties at the time of any Lender)field exam or appraisal permitted hereunder or, from time to time upon prior reasonable notice if an Event of Default has occurred and is continuing, at such times any time, in each case during normal business hourshours and, all at the expense if no Event of the BorrowerDefault has occurred and is continuing, to visit and with reasonable prior notice, (b) inspect any Credit Party’s properties; inspect, audit and make extracts from any and copies of the Credit Party’s booksParties’ and their Restricted Subsidiaries’ books and records during the course of such inspections, records and files, including, but not limited to, management letters prepared (c) upon at least ten (10) Business Days prior written request by independent accountants, the Administrative Agent to the extent consented Borrower Representative, review, bank and investment account statements, a report of sales and collections, and debit and credit adjustments, (d) conduct field exams and appraisals; provided, that no more than one (1) one field exam and one (1) appraisal may be conducted per fiscal year unless (i) Excess Availability is less than fifteen percent (15%) of the Borrowing Base at any time during such fiscal year, in which case up to by two (2) field exams and two (2) appraisals may be conducted during such independent accountants; fiscal year, or (ii) an Event of Default has occurred and is continuing, in which case there shall be no limit on the number and frequency of field exams and appraisals that may be conducted, and (e) discuss with any Credit Partythe Parent’s principal officers, and its independent accountants, its businessofficers the Credit Parties’ or such Restricted Subsidiaries’ businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospects; provided thatprospects relating to the Credit Parties or such Restricted Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) Credit Parties shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of cooperate with the Administrative Agent and Lenders once during each Fiscal Yearits representatives and agents in 107 NAI-1536628076v4 connection with all such inspections, which meeting will be held at the corporate offices appraisals and discussions. Any other member of the Borrower (or such other location as may be agreed to by the Borrower and Lender Group may, at its expense, accompany the Administrative Agent) at such time as may be agreed by Agent on any regularly scheduled visit to the Borrower Credit Parties and the Administrative Agenttheir Restricted Subsidiaries’ properties.

Visits and Inspections. Permit The Borrower shall, and shall cause each of its Subsidiaries to, permit representatives of the Administrative Agent (who may be accompanied by representatives of or any Lender), Lender from time to time upon prior after reasonable notice and at such times during normal business hours, all at by the expense of the Borrower, Administrative Agent or any Lender to (a) visit and inspect the properties of the Borrower and its Subsidiaries (i) as often as the Administrative Agent or any Credit Party’s properties; inspectLender shall reasonably deem advisable, audit and (ii) at reasonable times, (b) audit, inspect and make extracts from any Credit Party’s booksand copies of the Borrower's and each such Subsidiary's books and records, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s principal the Borrower's and each such Subsidiary's directors, officers, employees and its independent accountants, auditors its business, assets, liabilities, financial conditionpositions, results of operations and business prospects; , provided that, excluding that the Administrative Agent or such Lender shall notify the Borrower prior to any contact with such visits auditors and give the Borrower the opportunity to participate in such discussions. The Borrower shall pay the reasonable expenses related to inspections during and audits performed by the continuation Administrative Agent. Prior to the occurrence of an Event of Default, all such visits and inspections shall be conducted during normal business hours and, other than visits and inspections by the Administrative Agent (and and/or any accompanying Lenders) financial advisor to the Administrative Agent, shall not exercise such rights be conducted more often than once during any calendar year at the expense of the Borrower; provided further that upon per fiscal quarter. Following the occurrence and during the continuance of an Event of Default, such visits and inspections shall be conducted at any time requested by the Administrative Agent or any Lender may do without any requirement for advance notice. Section 2.11 Amendment to Section 5.11. Effective as of the foregoing at the expense date hereof, Section 5.11 of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence Credit Agreement is amended and during the continuance of an Event of Default, upon the request of the Required Lenders, participate restated to read in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location its entirety as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.follows:

Visits and Inspections. Permit representatives of the Administrative Agent (Agent, who may be accompanied by representatives of any a Lender), from time to time upon no less than five (5) Business Days’ prior reasonable written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once one (1) time during any calendar year at the expense of the Borrower’s expense; provided further provided, further, that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing during normal business hours at the expense of the Borrower. The Borrower at any time without advance notice. Upon the request of acknowledges that the Administrative Agent orAgent, upon after exercising its rights of inspection, may prepare and distribute to the occurrence Lenders certain reports pertaining to the Borrower and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of its Subsidiaries’ assets for internal use by the Administrative Agent and Lenders once during each Fiscal Yearthe Lenders; provided that if any such report contains MNPI, which meeting will it shall not be held at the corporate offices distributed to a Public Lender. The Borrower and its Subsidiaries shall have no obligation to discuss or disclose to Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney-client privilege (including any attorney work product) and materials that the Borrower (or such other location as any of its Subsidiaries may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agentnot disclose without violation of a confidentiality obligation binding upon it.

Visits and Inspections. Permit Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent Co-Collateral Agents to (who may be accompanied by representatives a) visit and inspect the properties of any Lender), from time to time upon prior reasonable notice the Borrower Parties and at such times their Subsidiaries during normal business hourshours and, all at the expense unless an Event of the BorrowerDefault has then occurred, to visit and with prior reasonable notice, (b) inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s booksand copies of the Borrower Parties’ and their Subsidiaries’ books and records, records and files, including, but not limited to, management letters prepared by independent accountants, (c) to the extent consented to by such independent accountants; and discuss with any Credit Party’s the Borrower Parties’ and their Subsidiaries’ respective principal officers, and its independent accountants, its businessofficers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial conditionpositions, results of operations operations, and business prospectsprospects relating to the Borrower Parties or such Subsidiaries and (d) conduct appraisals, field examinations and audits of the Borrower Parties and their Subsidiaries; provided thatprovided, excluding any such visits however, so long as no Event of Default shall have occurred and inspections during be continuing, (i) if Availability is greater than the continuation Availability Trigger Amount, the Borrowers shall not be required to reimburse the Co-Collateral Agents for more than, in an aggregate amount for the Co-Collateral Agents, two (2) field audits per calendar year and (ii) if Availability is less than or equal to the Availability Trigger Amount, the Borrowers shall not be required to reimburse the Co-Collateral Agents for more than, in an aggregate amount for the Co-Collateral Agents, three (3) field audits per calendar year. Any other member of the Lender Group may, at its expense (unless an Event of DefaultDefault has occurred and is continuing), accompany the Administrative Agent Co-Collateral Agents on any regularly scheduled visit (and or at any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further time that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or Default exists any Lender may do any visit regardless of the foregoing at the expense of whether it is regularly scheduled) to the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence Parties and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agenttheir Subsidiaries’ properties.

Visits and Inspections. Permit representatives of the Administrative Agent (Agent, who may be accompanied by representatives of any a Lender), from time to time upon no less than five (5) Business Days’ prior reasonable written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once one (1) time during any calendar year at the expense of the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance noticeBorrower. Upon the request of The Company acknowledges that the Administrative Agent orAgent, upon after exercising its rights of inspection, may prepare and distribute to the occurrence Lenders certain reports pertaining to the Company and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of its Subsidiaries’ assets for internal use by the Administrative Agent and Lenders once during each Fiscal Yearthe Lenders; provided that if any such report contains MNPI, which meeting will it shall not be held at the corporate offices of the Borrower (distributed to a Public Lender. The Company and its Subsidiaries shall have no obligation to discuss or such other location as may be agreed disclose to by the Borrower and the Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney-client privilege (including any attorney work product) at such time as and materials that the Company or any of its Subsidiaries may be agreed by the Borrower and the Administrative Agentnot disclose without violation of a confidentiality obligation binding upon it.