Common use of Visits and Inspections Clause in Contracts

Visits and Inspections. Permit representatives of the Administrative Agent, from time to time upon not less than five Business Days’ prior written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect its properties; inspect, audit and make extracts from its books, records and files, including management letters prepared by independent accountants; and discuss with 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 of an Event of Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent 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 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 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 violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (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, from time Agent to time upon not less than five Business Days’ prior written notice (a) visit and at such times inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect its properties; inspect, audit and make extracts from its booksand copies of the Borrower Parties’ and their Subsidiaries’ books and records, records (c) conduct appraisals, field examinations and filesaudits of Credit Card Receivables, including management letters prepared by independent accountants; Inventory and other personal property of the Borrower Parties and their Subsidiaries and (d) discuss with its 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 that excluding any such visits provided, 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 shall not exercise such rights more often than one time during any calendar year requests in its Permitted Discretion. Any other member of the Lender Group may, at the Borrower’s its expense; provided further that upon the occurrence and during the continuance of an Event of Default, accompany the Administrative Agent may do on any regularly scheduled visit (or at any time that a Default exists any visit regardless 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 acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining whether it is regularly scheduled) to the Borrower Parties and its their Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders; provided that if any 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 violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (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 Agentproperties.

Visits and Inspections. Permit representatives Upon the request of the Administrative Agent, from time each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent and one additional Lender to time upon not less than five Business Days’ prior written notice (a) visit and at such times inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect its properties; inspect, audit and make extracts from and copies of the Borrower Parties’ and their Subsidiaries’ books and records, (c) conduct appraisals, field examinations and audits 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, field exams and audits which the Administrative Agent or its booksrepresentatives 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), records and files, including management letters prepared by independent accountants; and (d) discuss with its 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 that excluding any prospects relating to the Borrower Parties or such visits and inspections during Subsidiaries. Any other member of the continuation of Lender Group may, at its expense (unless an Event of DefaultDefault has occurred and is continuing), accompany the Administrative Agent shall not exercise such rights more often than one on any regularly scheduled visit (or at any time during that a Default exists any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance visit regardless of an Event of Default, the Administrative Agent 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 acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining whether it is regularly scheduled) to the Borrower Parties and its their Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders; provided that if any 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 violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (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 Agentproperties.

Visits and Inspections. Permit Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent, from time Agent to time upon not less than five Business Days’ prior written notice (a) visit and at such times inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect its properties; inspect, audit and make extracts from its booksand copies of the Borrower Parties’ and their Subsidiaries’ books and records, records and files, including management letters prepared by independent accountants; and (c) discuss with its 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 that excluding provided, 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 Administrative Agent Borrowers shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence pay for all field audits and during the continuance of an Event of Defaultappraisals, the Administrative Agent 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 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 as determined by the Administrative Agent in its sole and the Lendersabsolute discretion; provided that if provided, further, any such report contains MNPI, it field exam or appraisal conducted pursuant to Section 8.7(d) shall not be distributed to a Public Lendercount against the limitations on field exams and appraisals described above. The Borrower and Any other member of the Lender Group may, at its Subsidiaries shall have no obligation to discuss or disclose to Administrative Agentexpense, 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 violation of a material confidentiality obligation binding upon it. Upon the request of accompany the Administrative Agent 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 on any regularly scheduled visit (or such other location (including telephonicallyat any time that a Default exists any visit regardless of whether it is regularly scheduled) 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, from time Agent to time upon not less than five Business Days’ prior written notice (a) visit and at such times inspect the properties of the Credit Parties and their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect its properties; inspect, audit and make extracts from its booksand copies of the Credit Parties’ and their Subsidiaries’ books and records, records (c) conduct appraisals, field examinations and files, including management letters prepared by independent accountants; audits of Inventory and other personal property of the Credit Parties and their Subsidiaries and (d) discuss with its the Credit 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 prospects; provided that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent 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 acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute prospects relating 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 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 such Subsidiaries; provided, however, Borrowers shall only be obligated to pay for two Inventory field audits and one Inventory appraisal in any twelve (12) month period unless (i) Availability for five consecutive Business Days is less than or equal to the greater of their Restricted Subsidiaries may not disclose without violation $20,000,000 and twenty percent (20%) of a material confidentiality obligation binding upon it. Upon the request 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 greater of $20,000,000 and twenty percent (20%) of the Aggregate Revolving Loan Commitments then in effect, or (ii) an Event of Default has occurred and is continuing, then the Borrowers shall pay for as many field audits and appraisals that the Administrative Agent or requests in its Permitted Discretion. Any other member of the Required LendersLender Group may, participate in a meeting of at its expense, accompany the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices on any regularly scheduled visit (or such other location (including telephonicallyat any time that a Default exists any visit regardless of whether it is regularly scheduled) as may be agreed to by the Borrower Credit 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, from time Agent to time upon not less than five Business Days’ prior written notice (a) visit and at such times inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect its properties; inspect, audit and make extracts from its booksand copies of the Borrower Parties’ and their Subsidiaries’ books and records, records and files, including management letters prepared by independent accountants; and (c) discuss with its 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 that excluding provided, 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 Administrative Agent Borrowers shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence pay for all field audits and during the continuance of an Event of Defaultappraisals, the Administrative Agent 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 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 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 LendersLeverage Ratio exceeds 3.00:1.00 as of the end of the most recent ended fiscal year; provided that if provided, further, any such report contains MNPI, it field exam or appraisal conducted pursuant to Section 8.7(d) shall not be distributed to a Public Lendercount against the limitations on field exams and appraisals described above. The Borrower and Any other member of the Lender Group may, at its Subsidiaries shall have no obligation to discuss or disclose to Administrative Agentexpense, 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 violation of a material confidentiality obligation binding upon it. Upon the request of accompany the Administrative Agent 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 on any regularly scheduled visit (or such other location (including telephonicallyat any time that a Default exists any visit regardless of whether it is regularly scheduled) 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, from time to time upon not less than five Business Days’ reasonable prior written notice and at such times during normal business hours, all at the expense of the Borrower, to (a) visit and inspect its properties; inspectthe properties of the Credit Parties and their Subsidiaries during normal business hours, audit (b) inspect and make extracts from its booksand copies of the Credit Parties’ and their Subsidiaries’ books and records, records (c) conduct appraisals, field examinations and files, including management letters prepared by independent accountants; audits of Inventory and Accounts of the Credit Parties and their Subsidiaries and (d) discuss with its the Credit 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 (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 shall not exercise be entitled to conduct a field audit or appraisal, (ii) if Aggregate Revolving Credit Obligations exceeds 10.0% but is less than or equal to 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 one field audit and one appraisal during the trailing twelve month period until the later of (x) ninety (90) days after such rights more often five (5) Business Day period and (y) the date that the Aggregate Revolving Credit Obligations are less than one time 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 any calendar year at the Borrower’s expense; provided further 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 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 may do shall be permitted to conduct at any of the foregoing during normal business hours upon not less than one Business Day’s time and without prior written notice at the expense of the Borrower. The Borrower acknowledges as many field audits and appraisals that the Administrative AgentAgent requests in its Permitted Discretion; provided, after exercising further, that the 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 Lender Group may, at its rights of inspectionexpense, may prepare and distribute to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use by accompany the Administrative Agent and the Lenders; provided on any regularly scheduled visit (or, at any time that if any 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 AgentDefault exists, any Lender, or any visit regardless of their officers, directors, employees or agents, materials protected by attorney-client privilege (including any attorney work productwhether it is regularly scheduled) and materials that to the Credit Parties or any of Parties’ and their Restricted Subsidiaries may not disclose without violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (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 AgentSubsidiaries’ properties.

Visits and Inspections. Permit Each Loan Party agrees to permit representatives of the Administrative AgentLender, from time to time upon not less than five Business Days’ prior written 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 its properties; the properties of such Loan Party, and to inspect, audit and make extracts from its booksbooks and records, records and files, including management letters prepared by independent accountants; and discuss with its principal 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, 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 excluding any 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 shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent 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 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 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 violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once Lender 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 38 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 Borrower’s corporate offices (or such other location (including telephonically) 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 Each Borrower Party will, and will cause its Subsidiaries to, permit representatives of the Administrative AgentAgent to (a) visit and inspect the properties of the Borrower Parties and their Subsidiaries, from time to time upon not less than five Business Days’ prior written notice and at such times as applicable, during normal business hours, all at the expense of the Borrower, to visit and (b) inspect its properties; inspect, audit and make extracts from its booksand copies of the Borrower Parties' and such Subsidiaries' books and records, records as applicable, and files, including management letters prepared by independent accountants; and (c) discuss with its 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 that excluding any prospects relating to the Borrower Parties or such visits and inspections during Subsidiaries, as applicable. Any other member of the continuation of an Event of DefaultLender Group may, at its expense, accompany the Administrative Agent shall not exercise such rights more often than one time during on any calendar year at the Borrower’s expense; provided further that upon the occurrence and regularly scheduled visit (or during the continuance of an Event a Default any visit regardless of Default, whether it is regularly scheduled) to the Administrative Agent 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. Borrower Parties and their Subsidiaries' properties .. The Borrower acknowledges that Parties agree and authorize the Administrative Agent, after exercising its rights absent the existence of inspectiona Default (in which event, more field examinations and appraisals may prepare and distribute to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use by be conducted at the Administrative Agent and the Lenders; provided that if Agent's discretion), (at which any 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 violation of a material confidentiality obligation binding upon it. Upon the request other member of the Administrative Agent or the Required LendersLender Group may, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Yearat its expense, which meeting will be held at the Borrower’s corporate offices (or such other location (including telephonically) 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 Each Credit Party will, and will cause each of its Subsidiaries to, permit representatives of the Administrative Agent, from time Agent to time upon not less than five Business Days’ prior written notice (a) visit and at such times inspect the properties of the Credit Parties and their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect its properties; inspect, audit and make extracts from its booksand copies of the Credit Parties’ and their Subsidiaries’ books and records, records (c) conduct appraisals, field examinations and files, including management letters prepared by independent accountants; audits of Inventory and Accounts of the Credit Parties and their Subsidiaries and (d) discuss with its the Credit 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 (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 shall not exercise be entitled to conduct a field audit or appraisal, (ii) if Aggregate Revolving Credit Obligations exceeds 10.0% but is less than or equal to 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 one field audit and one appraisal during the trailing twelve month period until the later of (x) ninety (90) days after such rights more often five (5) Business Day period and (y) the date that the Aggregate Revolving Credit Obligations are less than one time 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 any calendar year at the Borrower’s expense; provided further 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 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 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 acknowledges shall be permitted to conduct as many field audits and appraisals that the Administrative AgentAgent requests in its Permitted Discretion; provided, after exercising further, that the Borrowers shall not be obligated to pay more than $25,000 per field audit or more than $30,000 per appraisal. Any other member of the Lender Group may, at its rights of inspectionexpense, may prepare and distribute to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use by accompany the Administrative Agent and the Lenders; provided on any regularly scheduled visit (or, at any time that if any 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 AgentDefault exists, any Lender, or any visit regardless of their officers, directors, employees or agents, materials protected by attorney-client privilege (including any attorney work productwhether it is regularly scheduled) and materials that to the Credit Parties or any of Parties’ and their Restricted Subsidiaries may not disclose without violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (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 AgentSubsidiaries’ 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 (and third party consultants and auditors retained by the Administrative Agent, ) from time to time upon not less than five Business Days’ prior written 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 its properties; inspect, audit and make extracts from its booksand copies of the books and records of the Borrower, records each Subsidiary of the Borrower, each Custodian and fileseach Servicing Agent, including management letters prepared by independent accountants; and (c) discuss with its 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 that excluding such -------- representatives of the Administrative Agent or any Lender and such visits 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, costs and expenses related to up to three (3) such inspections during and 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 inspections shall not exercise such rights more often than one time be conducted during any calendar year at the Borrower’s expense; provided further that upon normal business hours. Following the occurrence and during the continuance of an Event of Default, the Administrative Agent may do such visits, inspections and audits shall be conducted at 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 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 time requested by the Administrative Agent and the Lenders; provided that if any 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 Lender without any attorney work product) and materials that the Credit Parties or any of their Restricted Subsidiaries may not disclose without violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (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 Agentrequirement for reasonable notice.

Visits and Inspections. Permit Each Credit Party will, and will permit each of its Restricted Subsidiaries to, permit representatives and agents of the Administrative AgentAgent to (a) visit and inspect the properties at the time of any field exam or appraisal permitted hereunder or, from time to time upon not less than five Business Days’ prior written 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 its properties; inspect, audit and make extracts from its booksand copies of the Credit Parties’ and their Restricted Subsidiaries’ books and records during the course of such inspections, records (c) conduct field exams and filesappraisals; provided, including management letters prepared by independent accountants; 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 twenty-five percent (25%) of the Borrowing Base at any time during such fiscal year, in which case up to two (2) field exams and two (2) appraisals may be conducted during such 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 (d) discuss with its the Credit Parties’ and their Restricted Subsidiaries’ respective 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 that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent 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 acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute prospects relating to the Lenders certain reports pertaining to Credit Parties or such Restricted Subsidiaries, and the Borrower and its Subsidiaries’ assets for internal use by Credit Parties shall cooperate with the Administrative Agent and its representatives and agents in connection with all such inspections, appraisals and discussions. Any other member of the Lenders; provided that if Lender Group may, at its expense, accompany the Administrative Agent on any such report contains MNPI, it shall not be distributed regularly scheduled visit 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 and their Restricted Subsidiaries may not disclose without violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (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 AgentSubsidiaries’ properties.

Visits and Inspections. Permit representatives of the Administrative Agent, from time to time upon not less than five Business Days’ prior written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect its properties; inspect, audit and make extracts from its books, records and files, including management letters prepared by independent accountants; and discuss with 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 of an Event of Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent 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 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 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 violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (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, from time Agent to time upon not less than five Business Days’ prior written notice (a) visit and at such times inspect the properties of the Credit Parties and their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect its properties; inspect, audit and make extracts from its booksand copies of the Credit Parties’ and their Subsidiaries’ books and records, records (c) conduct appraisals, field examinations and files, including management letters prepared by independent accountants; audits of Inventory and Accounts of the Credit Parties and their Subsidiaries and (d) discuss with its the Credit 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 and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than be permitted to conduct one time during field audit completed in 2011 and thereafter shall only be permitted to conduct one field audit in any calendar year at the Borrower’s expense; provided further that upon the occurrence twelve (12) month period and during the continuance 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 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 acknowledges shall be permitted to conduct as many field audits and appraisals that the Administrative AgentAgent requests in its Permitted Discretion; provided, after exercising its rights of inspectionfurther, may prepare and distribute that the Borrowers shall be obligated to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets pay for internal use by the Administrative Agent and the Lenders; provided that if any such report contains MNPI, it shall not be distributed to a Public Lender. The Borrower and its Subsidiaries one field audit completed in 2011 but thereafter shall have no obligation to discuss pay for any other field audits or disclose appraisals unless (i) during the 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 Administrative Agent, any Lenderpay for such field audit or appraisal, or any (ii) an Event of their officersDefault has occurred and is continuing, directors, employees or agents, materials protected by attorney-client privilege (including any attorney work product) in which case the Borrowers shall be obligated to pay for as many field audits and materials appraisals that the Credit Parties or any of their Restricted Subsidiaries may not disclose without violation of a material confidentiality obligation binding upon it. Upon the request of 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 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 Borrower’s corporate offices (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 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, from time Agent to time upon not less than five Business Days’ prior written notice (a) visit and at such times inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect its properties; inspect, audit and make extracts from its booksand copies of the Borrower Parties’ and their Subsidiaries’ books and records, records and files, including management letters prepared by independent accountants; and (c) discuss with its 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 that excluding provided, 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 104 continuing, in which case, the Administrative Agent Borrowers shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence pay for all field audits and during the continuance of an Event of Defaultappraisals, the Administrative Agent 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 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 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 LendersLeverage Ratio exceeds 3.00:1.00 as of the end of the most recent ended fiscal year; provided that if provided, further, any such report contains MNPI, it field exam or appraisal conducted pursuant to Section 8.7(d) shall not be distributed to a Public Lendercount against the limitations on field exams and appraisals described above. The Borrower and Any other member of the Lender Group may, at its Subsidiaries shall have no obligation to discuss or disclose to Administrative Agentexpense, 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 violation of a material confidentiality obligation binding upon it. Upon the request of accompany the Administrative Agent 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 on any regularly scheduled visit (or such other location (including telephonicallyat any time that a Default exists any visit regardless of whether it is regularly scheduled) 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, from time to time upon not less than five Business Days’ prior written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect its properties; inspect, audit and make extracts from its books, records and files, including management letters prepared by independent accountants; and discuss with 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 of an Event of Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent 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 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 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 attorney‑client privilege (including any attorney work product) and materials that the Credit Parties or any of their Restricted Subsidiaries may not disclose without violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (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 representatives of the Administrative Agent, from time to time upon not less than five Business Days’ prior written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect its properties; inspect, audit and make extracts from its books, records and files, including management letters prepared by independent accountants; and discuss with its principal officers, 100 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 shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent 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 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 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 attorney‑client privilege (including any attorney work product) and materials that the Credit Parties or any of their Restricted Subsidiaries may not disclose without violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (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 The Borrower will, and will cause ---------------------- each of the other Borrower Parties to, permit representatives of any of the Administrative AgentCredit Parties, from time to time upon not less than five Business Days’ prior written notice and at such times during normal business hours, all at or otherwise upon reasonable advance notice to such Borrower Party (provided that during the expense of Make-Well Payment Period the Borrower, Agents shall be entitled to conduct their visits and inspections without regard to any time or notice restrictions otherwise applicable thereto) to (a) visit and inspect its properties; inspectthe properties of such Borrower Party, audit (b) inspect and make extracts from its booksand copies of their respective books and records, records and files, including management letters prepared by independent accountants; and (c) discuss with its their respective principal officers, and its independent accountants, its businessofficers their respective businesses, assets, liabilities, financial conditionpositions, results of operations and business prospects; provided that excluding . Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall promptly pay or reimburse all out-of-pocket expenses of the Administrative Agent (but not any such visits and inspections other Credit Party) in connection with the exercise of its inspection rights under this Section 5.7 during the continuation existence of an any Default or Event of Default; provided, -------- however, so long as no Default or Event of Default then exists and so long as ------- the Make-Well Payment Period is not then in effect, the Borrower shall only be required to reimburse the Administrative Agent shall not exercise such rights more often than for one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may do any (1) visit per year. Each of the foregoing during normal business hours upon not less than one Business Day’s prior written notice at Borrower and the expense other Borrower Parties will also permit representatives of the Borrower. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspectionupon reasonable advance notice to such Borrower Party, 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 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 Agentwith their respective auditors their respective businesses, any Lenderassets, or any liabilities, financial positions, results of their officersoperations and business prospects, 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 violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (or such other location (including telephonically) as may be agreed to by the Borrower and the Administrative Agent) other Borrower Parties agree to permit such Borrower Party to be present at such time as may be agreed by the Borrower and the Administrative Agentdiscussion.

Visits and Inspections. Permit Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent, from time Agent to time upon not less than five Business Days’ prior written notice (a) visit and at such times inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect its properties; inspect, audit and make extracts from its booksand copies of the Borrower Parties’ and their Subsidiaries’ books and records, records and files, including management letters prepared by independent accountants; and (c) discuss with its 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 that excluding provided, 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 Administrative Agent Borrowers shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence pay for all field audits and during the continuance of an Event of Defaultappraisals, the Administrative Agent 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 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 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 (35%) of the Lendersamount 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 that if provided, further, any such report contains MNPI, it field exam or appraisal conducted pursuant to Section 8.7(d) shall not be distributed to a Public Lendercount against the limitations on field exams and appraisals described above. The Borrower and Any other member of the Lender Group may, at its Subsidiaries shall have no obligation to discuss or disclose to Administrative Agentexpense, 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 violation of a material confidentiality obligation binding upon it. Upon the request of accompany the Administrative Agent 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 on any regularly scheduled visit (or such other location (including telephonicallyat any time that a Default exists any visit regardless of whether it is regularly scheduled) 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 Restricted Subsidiaries to, permit representatives and agents of the Administrative AgentAgent to (a) visit and inspect the properties at the time of any field exam or appraisal permitted hereunder or, from time to time upon not less than five Business Days’ prior written 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 its properties; inspect, audit and make extracts from its booksand copies of the Credit Parties’ and their Restricted Subsidiaries’ books and records during the course of such inspections, records (c) conduct field exams and filesappraisals; provided, including management letters prepared by independent accountants; 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 twenty-five percent (25%) of the Aggregate Borrowing Base at any time during such fiscal year, in which case up to two (2) field exams and two (2) appraisals may be conducted during such 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 (d) discuss with its the Credit Parties’ and their Restricted Subsidiaries’ respective 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 that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent 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 acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute prospects relating to the Lenders certain reports pertaining to Credit Parties or such Restricted Subsidiaries, and the Borrower and its Subsidiaries’ assets for internal use by Credit Parties shall cooperate with the Administrative Agent and its representatives and agents in connection with all such inspections, appraisals and discussions. Any other member of the Lenders; provided that if Lender Group may, at its expense, accompany the Administrative Agent on any such report contains MNPI, it shall not be distributed regularly scheduled visit 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 and their Restricted Subsidiaries may not disclose without violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (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 AgentSubsidiaries’ properties.

Visits and Inspections. Permit Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent, from time Co-Collateral Agents to time upon not less than five Business Days’ prior written notice (a) visit and at such times inspect the properties of the Borrower Parties and 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 its properties; inspect, audit and make extracts from its booksand copies of the Borrower Parties’ and their Subsidiaries’ books and records, records and files, including management letters prepared by independent accountants; and (c) to discuss with its 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 that excluding any such visits provided, 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 shall not exercise such rights more often than one Co-Collateral Agents on any regularly scheduled visit (or at any time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may do Default exists any visit regardless 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 acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining whether it is regularly scheduled) to the Borrower Parties and its their Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders; provided that if any 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 violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (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 Agentproperties.

Visits and Inspections. Permit Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent, from time including, without limitation, any consultant engaged by the Administrative Agent who has agreed with the Borrower Parties to time 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 less more than five Business Days’ prior written notice two (2) times each calendar year, to (a) visit and at such times inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect its properties; inspect, audit and make extracts from its books, and copies of the Borrower Parties’ and their Subsidiaries’ books and records and files, including management letters prepared by independent accountants; and (c) discuss with its 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 that excluding any prospects relating to the Borrower Parties or such visits and inspections during Subsidiaries. Any other member of the continuation of Lender Group may, 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 their Subsidiaries’ properties. In addition, the Borrowers shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, permit the Administrative Agent may do any of and the foregoing during normal business hours Lenders to conduct an annual meeting, upon not less than one Business Day’s prior written reasonable advance notice to the Administrative Borrower and at a time reasonably convenient to the Administrative Borrower, at the expense of the Administrative Borrower. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, ’s corporate headquarters which may prepare and distribute also be conducted telephonically or at another location to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use be mutually agreed upon by the Administrative Agent and the LendersAdministrative Borrower; provided that if any such report contains MNPIprovided, it for the avoidance of doubt, the Borrower Parties shall not be distributed to a Public Lender. The Borrower responsible for the costs 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 violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent or 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 Borrower’s corporate offices (or with respect to 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 Agentannual meeting.

Visits and Inspections. Permit Each Credit Party will, and will cause each of its Restricted Subsidiaries to, permit representatives and agents of the Administrative AgentAgent to (a) visit and inspect the properties at the time of any field exam or appraisal permitted hereunder or, from time to time upon not less than five Business Days’ prior written 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 its properties; inspect, audit and make extracts from its booksand copies of the Credit Parties’ and their Restricted Subsidiaries’ books and records during the course of such inspections, records (c) upon at least ten (10) Business Days prior written request by the Administrative Agent to the Borrower Representative, review, bank and filesinvestment account statements, including management letters prepared by independent accountantsa 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 two (2) field exams and two (2) appraisals may be conducted during such 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 its the 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 that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent 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 acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute prospects relating to the Lenders certain reports pertaining to Credit Parties or such Restricted Subsidiaries, and the Borrower and its Subsidiaries’ assets for internal use by Credit Parties shall cooperate with the Administrative Agent and its representatives and agents in 107 NAI-1536628076v4 connection with all such inspections, appraisals and discussions. Any other member of the Lenders; provided that if Lender Group may, at its expense, accompany the Administrative Agent on any such report contains MNPI, it shall not be distributed regularly scheduled visit 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 and their Restricted Subsidiaries may not disclose without violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent 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 (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 AgentSubsidiaries’ properties.

Visits and Inspections. Permit Each Borrower Party will, and will cause each of its Restricted Subsidiaries to, permit representatives of the Administrative Agent, from time including, without limitation, any consultant engaged by the Administrative Agent who has agreed with the Borrower Parties to time 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 less more than five Business Days’ prior written notice two (2) times each calendar year, to (a) visit and at such times inspect the properties of the Borrower Parties and their Restricted Subsidiaries during normal business hours, all at the expense of the Borrower, to visit and (b) inspect its properties; inspect, audit and make extracts from its books, and copies of the Borrower Parties’ and their Restricted Subsidiaries’ books and records and files, including management letters prepared by independent accountants; and (c) discuss with its 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 that excluding any prospects relating to such visits and inspections during Borrower Parties or such Restricted Subsidiaries. Any other member of the continuation of Lender Group may, 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 their Restricted Subsidiaries’ properties. In addition, the Borrowers shall not exercise such rights more often than one time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, permit the Administrative Agent may do any of and the foregoing during normal business hours Lenders to conduct an annual meeting, upon not less than one Business Day’s prior written reasonable advance notice to the Administrative Borrower and at a time reasonably convenient to the Administrative Borrower, at the expense of the Administrative Borrower. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, ’s corporate headquarters which may prepare and distribute also be conducted telephonically or at another location to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use be mutually agreed upon by the Administrative Agent and the LendersAdministrative Borrower; provided that if any such report contains MNPIprovided, it for the avoidance of doubt, the Borrower Parties shall not be distributed to a Public Lender. The Borrower responsible for the costs 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 violation of a material confidentiality obligation binding upon it. Upon the request of the Administrative Agent or 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 Borrower’s corporate offices (or with respect to 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 Agentannual meeting.