Common use of Visits and Inspections Clause in Contracts

Visits and Inspections. Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent to (a) visit and inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, (b) inspect and make extracts from and copies of the Borrower Parties’ and their Subsidiaries’ books and records, (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property of the Borrower Parties and their Subsidiaries and (d) discuss with the Borrower Parties’ and their Subsidiaries’ respective principal officers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Parties or such Subsidiaries; provided, however, (i) if there are no outstanding Advances and the 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 Default has occurred and is continuing, then the Borrowers shall pay for as many field audits and appraisals that the Administrative Agent requests in its Permitted Discretion. Any other member of the Lender Group may, 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 Borrower Parties and their Subsidiaries’ properties.

Visits and Inspections. Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent to (a) visit and inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, (b) inspect and make extracts from and copies of the Borrower Parties’ and their Subsidiaries’ books and records, and (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property of the Borrower Parties and their Subsidiaries and (d) discuss with the Borrower Parties’ and their Subsidiaries’ respective principal officers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Parties or such Subsidiaries; provided, however, (i) if there are no outstanding Advances and the 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 and one appraisal in any twelve (12) months, month period unless (iii) 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 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 two appraisals during any twelve (12) month period or (Bii) an Event of Default has occurred and is continuing, then in which case, the Borrowers shall pay for as many all field audits and appraisals that appraisals, as determined by the Administrative Agent requests in its Permitted Discretionsole and absolute discretion; provided, further, any field exam or appraisal conducted pursuant to Section 8.7(d) shall not count against the limitations on field exams and appraisals described above. Any other member of the Lender Group may, 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 Borrower Parties and their Subsidiaries’ properties.

Visits and Inspections. Each 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 (a) visit and inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, (b) inspect and make extracts from and copies of the Borrower Parties’ and their Subsidiaries’ books and records, (c) conduct appraisals, field examinations and audits of Credit Card Receivables, 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 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), and (d) discuss with the Borrower Parties’ and their Subsidiaries’ respective principal officers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Parties or such Subsidiaries; provided, however, (i) if there are no outstanding Advances and the 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 Default has occurred and is continuing, then the Borrowers shall pay for as many field audits and appraisals that the Administrative Agent requests in its Permitted Discretion. Any other member of the Lender Group may, at its expenseexpense (unless an Event of Default 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.

Visits and Inspections. Each Borrower Credit Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent to (a) visit and inspect the properties of the Borrower Credit Parties and their Subsidiaries during normal business hours, (b) inspect and make extracts from and copies of the Borrower Credit Parties’ and their Subsidiaries’ books and records, (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property of the Borrower Credit Parties and their Subsidiaries and (d) discuss with the Borrower Credit Parties’ and their Subsidiaries’ respective principal officers the Borrower Credit Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Credit Parties or such Subsidiaries; provided, however, (i) if there are no outstanding Advances and the 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 two Inventory field audits and one (1) field audit every Inventory appraisal in any twelve (12) months, month period unless (iii) 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 five consecutive Business Days is less than or equal to the greater of $20,000,000 and 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 greater of $20,000,000 and twenty percent (20%) of the Aggregate Revolving Loan Commitments then in effect, or (Bii) 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 requests in its Permitted Discretion. Any other member of the Lender Group may, 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 Borrower Credit Parties and their Subsidiaries’ properties.

Visits and Inspections. Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent to (a) visit and inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, (b) inspect and make extracts from and copies of the Borrower Parties’ and their Subsidiaries’ books and records, and (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property of the Borrower Parties and their Subsidiaries and (d) discuss with the Borrower Parties’ and their Subsidiaries’ respective principal officers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Parties or such Subsidiaries; provided, however, (i) if there are no outstanding Advances and the 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 and one appraisal in any twelve (12) months, month period unless (iii) 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 Excess Availability is less than or equal to $20,000,000 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 two appraisals during any twelve (12) month period or (Bii) an Event of Default has occurred and is continuing, then in which case, the Borrowers shall pay for as many all field audits and appraisals that appraisals, as determined by the Administrative Agent requests in its Permitted Discretionsole 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 field exam or appraisal conducted pursuant to Section 8.7(d) shall not count against the limitations on field exams and appraisals described above. Any other member of the Lender Group may, 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 Borrower Parties and their Subsidiaries’ properties.

Visits and Inspections. Each Borrower Party will, and will permit 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 (2) times each calendar year, to (a) visit and inspect the properties of the Borrower Parties and their Restricted Subsidiaries during normal business hours, (b) inspect and make extracts from and copies of the Borrower Parties’ and their Restricted Subsidiaries’ books and records, records and (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property of the Borrower Parties and their Subsidiaries and (d) discuss with the Borrower Parties’ and their Restricted Subsidiaries’ respective principal officers the such Borrower Parties’ or such Restricted Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the such Borrower Parties or such Restricted Subsidiaries; provided, however, (i) if there are no outstanding Advances and the 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 Default has occurred and is continuing, then the Borrowers shall pay for as many field audits and appraisals that the Administrative Agent requests in its Permitted Discretion. Any other member of the Lender Group may, at its expenseexpense (unless an Event of Default 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 Parties’ and their Restricted Subsidiaries’ properties. In addition, the Borrowers shall permit the Administrative Agent and the 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 Administrative Borrower’s corporate headquarters which may also be conducted telephonically or at another location to be mutually agreed upon by the Administrative Agent and the Administrative Borrower; provided, for the avoidance of doubt, the Borrower Parties shall not be responsible for the costs and expenses of the Administrative Agent and the Lenders with respect to such annual meeting.

Visits and Inspections. 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 (2) times each calendar year, to (a) visit and inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, (b) inspect and make extracts from and copies of the Borrower Parties’ and their Subsidiaries’ books and records, records and (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property of the Borrower Parties and their Subsidiaries and (d) discuss with the Borrower Parties’ and their Subsidiaries’ respective principal officers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Parties or such Subsidiaries; provided, however, (i) if there are no outstanding Advances and the 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 Default has occurred and is continuing, then the Borrowers shall pay for as many field audits and appraisals that the Administrative Agent requests in its Permitted Discretion. Any other member of the Lender Group may, at its expenseexpense (unless an Event of Default 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 permit the Administrative Agent and the 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 Administrative Borrower’s corporate headquarters which may also be conducted telephonically or at another location to be mutually agreed upon by the Administrative Agent and the Administrative Borrower; provided, for the avoidance of doubt, the Borrower Parties shall not be responsible for the costs and expenses of the Administrative Agent and the Lenders with respect to such annual meeting.

Visits and Inspections. Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent to (a) visit and inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, (b) inspect and make extracts from and copies of the Borrower Parties’ and their Subsidiaries’ books and records, and (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property of the Borrower Parties and their Subsidiaries and (d) discuss with the Borrower Parties’ and their Subsidiaries’ respective principal officers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Parties or such Subsidiaries; provided, however, (i) if there are no outstanding Advances and the 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 and one appraisal in any twelve (12) months, month period unless (iii) 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 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 two appraisals during any twelve (12) month period or (Bii) an Event of Default has occurred and is continuing, then in which case, the Borrowers shall pay for as many all field audits and appraisals that appraisals, as determined by the Administrative Agent requests in its Permitted Discretionsole 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 field exam or appraisal conducted pursuant to Section 8.7(d) shall not count against the limitations on field exams and appraisals described above. Any other member of the Lender Group may, 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 Borrower Parties and their Subsidiaries’ properties.

Visits and Inspections. Each The Borrower Party will, and will permit cause ---------------------- each of its Subsidiaries the other Borrower Parties to, permit representatives of any of the Administrative Agent Credit Parties, during normal business hours, or otherwise upon reasonable advance notice to such Borrower Party (provided that during the Make-Well Payment Period the 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 the properties of the such Borrower Parties and their Subsidiaries during normal business hoursParty, (b) inspect and make extracts from and copies of the Borrower Parties’ and their Subsidiaries’ respective books and records, and (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property of the Borrower Parties and their Subsidiaries and (d) discuss with the Borrower Parties’ and their Subsidiaries’ respective principal officers the Borrower Parties’ or such Subsidiaries’ their respective businesses, assets, liabilities, financial positions, results of operations, operations and business prospects relating prospects. Notwithstanding anything to the contrary contained in this Agreement, the Borrower Parties shall promptly pay or such Subsidiariesreimburse all out-of-pocket expenses of the Administrative Agent (but not any other Credit Party) in connection with the exercise of its inspection rights under this Section 5.7 during the existence of any Default or Event of Default; provided, -------- however, (i) if there are so long as no outstanding Advances Default or Event of Default then exists and so long as ------- the aggregate amount of all outstanding Letters of Credit Make-Well Payment Period is $5,000,000 or lessnot then in effect, then the Borrowers Borrower shall only be obligated required to pay reimburse 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 visit per year. Each of the Borrowers shall only be obligated to pay Borrower and the other Borrower Parties will also permit representatives of the Administrative Agent for up Agent, upon reasonable advance notice to two (2) field audits every twelve (12) months such Borrower Party, to discuss with their respective auditors their respective businesses, assets, liabilities, financial positions, results of operations and (iii)(A) if there are outstanding Advances business prospects, and Availability is less than or equal to $20,000,000 or (B) 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 requests in its Permitted Discretion. Any other member of the Lender Group may, 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 Borrower and the other Borrower Parties and their Subsidiaries’ propertiesagree to permit such Borrower Party to be present at such discussion.

Visits and Inspections. Each Borrower Party will, and will permit each of cause its Subsidiaries to, permit representatives of the Administrative Agent to (a) visit and inspect the properties of the Borrower Parties and their Subsidiaries Subsidiaries, as applicable, during normal business hours, (b) inspect and make extracts from and copies of the Borrower Parties’ ' and their such Subsidiaries’ ' books and records, as applicable, and (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property of the Borrower Parties and their Subsidiaries and (d) discuss with the Borrower Parties’ ' and their such Subsidiaries’ ' respective principal officers officers, as applicable, the Borrower Parties’ ' or such Subsidiaries’ ' businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Parties or such Subsidiaries; provided, however, (i) if there are no outstanding Advances and the 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 Default has occurred and is continuing, then the Borrowers shall pay for as many field audits and appraisals that the Administrative Agent requests in its Permitted Discretionapplicable. Any other member of the Lender Group may, at its expense, accompany the Administrative Agent on any regularly scheduled visit (or at any time that during the continuance of a Default exists any visit regardless of whether it is regularly scheduled) to the Borrower Parties and their Subsidiaries’ properties' properties .. The Borrower Parties agree and authorize the Administrative 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 other member of the Lender Group may, at its expense, accompany the Administrative Agent) to conduct no more than two field examinations and appraisals of Inventory during any twelve (12) month period (using for such 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. Each Borrower Credit Party will, and will permit cause each of its Subsidiaries to, permit representatives of the Administrative Agent to (a) visit and inspect the properties of the Borrower Credit Parties and their Subsidiaries during normal business hours, (b) inspect and make extracts from and copies of the Borrower Credit Parties’ and their Subsidiaries’ books and records, (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property Accounts of the Borrower Credit Parties and their Subsidiaries and (d) discuss with the Borrower Credit Parties’ and their Subsidiaries’ respective principal officers the Borrower Credit Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Credit Parties or such Subsidiaries; provided 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 twelve (12) month period and one appraisal in any twenty-four (24) month period unless an Event of Default 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, howeverfurther, 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 (i) if there are no outstanding 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 outstanding Letters Letter of Credit is Obligations outstanding exceeds $5,000,000 or less7,500,000, then in which case the Borrowers shall only be obligated to pay the Administrative Agent for one (1) such field audit every twelve (12) monthsor appraisal, or (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 Default has occurred and is continuing, then 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 more than $30,000 per appraisal. Any other member of the Lender Group may, at its expense, accompany the Administrative Agent on any regularly scheduled visit (or or, at any time that a Default exists exists, any visit regardless of whether it is regularly scheduled) to the Borrower Parties Credit Parties’ and their Subsidiaries’ properties.

Visits and Inspections. Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent to (a) visit and inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, (b) inspect and make extracts from and copies of the Borrower Parties’ and their Subsidiaries’ books and records, and (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property of the Borrower Parties and their Subsidiaries and (d) discuss with the Borrower Parties’ and their Subsidiaries’ respective principal officers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Parties or such Subsidiaries; provided, however, (i) if there are no outstanding Advances and the 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 and one appraisal in any twelve (12) months, month period unless (iii) 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 Excess Availability is less than or equal to $20,000,000 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 period, in which case the Borrowers shall be obligated to pay for two field audits and two appraisals during any twelve (12) month period or (Bii) an Event of Default has occurred and is continuing, then in which case, the Borrowers shall pay for as many all field audits and appraisals that appraisals, as determined by the Administrative Agent requests in its Permitted Discretionsole 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 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 field exam or appraisal conducted pursuant to Section 8.7(d) shall not count against the limitations on field exams and appraisals described above. Any other member of the Lender Group may, 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 Borrower Parties and their Subsidiaries’ properties.

Visits and Inspections. Each Borrower Credit Party will, and will permit each of its Restricted Subsidiaries to, permit representatives and agents of the Administrative Agent to (a) visit and inspect the properties at the time of the Borrower Parties any field exam or appraisal permitted hereunder or, if an Event of Default has occurred and their Subsidiaries is continuing, at any time, in each case during normal business hourshours and, if no Event of Default has occurred and is continuing, with reasonable prior notice, (b) inspect and make extracts from and copies of the Borrower Credit Parties’ and their Restricted Subsidiaries’ books and recordsrecords during the course of such inspections, (c) conduct field exams and appraisals; provided, that no more than one (1) one field examinations exam and audits of Credit Card Receivables, Inventory and other personal property one (1) appraisal may be conducted per fiscal year unless (i) Excess Availability is less than twenty-five percent (25%) of the Borrower Parties Aggregate Borrowing Base at any time during such fiscal year, in which case up to two (2) field exams and their Subsidiaries 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 the Borrower Credit Parties’ and their Restricted Subsidiaries’ respective principal officers the Borrower Credit Parties’ or such Restricted Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Credit Parties or such Restricted Subsidiaries; provided, however, (i) if there are no outstanding Advances and the aggregate amount of all outstanding Letters of Credit is $5,000,000 or less, then the Borrowers Parties shall only be obligated to pay cooperate with the Administrative Agent for one (1) field audit every twelve (12) monthsand its representatives and agents in connection with all such inspections, (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 appraisals and (iii)(A) if there are outstanding Advances and Availability is less than or equal to $20,000,000 or (B) 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 requests in its Permitted Discretiondiscussions. Any other member of the Lender Group may, 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 Borrower Credit Parties and their Restricted Subsidiaries’ properties.

Visits and Inspections. Each Borrower Credit Party will, and will permit each of its Restricted Subsidiaries to, permit representatives and agents of the Administrative Agent to (a) visit and inspect the properties at the time of the Borrower Parties any field exam or appraisal permitted hereunder or, if an Event of Default has occurred and their Subsidiaries is continuing, at any time, in each case during normal business hourshours and, if no Event of Default has occurred and is continuing, with reasonable prior notice, (b) inspect and make extracts from and copies of the Borrower Credit Parties’ and their Restricted Subsidiaries’ books and recordsrecords during the course of such inspections, (c) conduct field exams and appraisals; provided, that no more than one (1) one field examinations exam and audits of Credit Card Receivables, Inventory and other personal property one (1) appraisal may be conducted per fiscal year unless (i) Excess Availability is less than twenty-five percent (25%) of the Borrower Parties Borrowing Base at any time during such fiscal year, in which case up to two (2) field exams and their Subsidiaries 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 the Borrower Credit Parties’ and their Restricted Subsidiaries’ respective principal officers the Borrower Credit Parties’ or such Restricted Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Credit Parties or such Restricted Subsidiaries; provided, however, (i) if there are no outstanding Advances and the aggregate amount of all outstanding Letters of Credit is $5,000,000 or less, then the Borrowers Parties shall only be obligated to pay cooperate with the Administrative Agent for one (1) field audit every twelve (12) monthsand its representatives and agents in connection with all such inspections, (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 appraisals and (iii)(A) if there are outstanding Advances and Availability is less than or equal to $20,000,000 or (B) 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 requests in its Permitted Discretiondiscussions. Any other member of the Lender Group may, 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 Borrower Credit Parties and their Restricted Subsidiaries’ properties.

Visits and Inspections. Each Borrower Loan Party will, and will permit each of its Subsidiaries to, agrees to permit representatives of the Administrative Agent Lender, from time to (a) time, as often as may be reasonably requested, but only during normal business hours, to visit and inspect the properties of the Borrower Parties such Loan Party, and their Subsidiaries during normal business hoursto inspect, (b) inspect audit and make extracts from and copies of the Borrower Parties’ and their Subsidiaries’ its books and records, (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property of the Borrower Parties and their Subsidiaries and (d) discuss with the Borrower Parties’ its officers, its employees and their Subsidiaries’ respective principal officers the Borrower Parties’ or its independent accountants, such Subsidiaries’ businessesLoan Party’s business, assets, liabilities, financial positionscondition, business prospects and results of operations; provided that, so long as no Default or Event of Default shall have occurred and business prospects relating to the Borrower Parties or such Subsidiaries; provided, howeverbe continuing, (ia) if there are no outstanding Advances Lender shall not conduct more than two desk audits and the 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) monthsduring any Fiscal Year, (iib) if there are outstanding Advances but Availability is greater than $20,000,000, then Lender shall have provided the Borrowers appropriate Loan Party with reasonable prior notice and shall only be obligated to pay conduct such visit in a manner that does not unreasonably interfere with the Administrative Agent for up to two (2) field audits every twelve (12) months conduct of such Loan Party’s business and (iii)(Ac) if there are outstanding Advances Loan Parties shall pay for the usual and Availability is less than customary expenses of Lender for three (3) such visits by Lender during each Fiscal Year, which expenses shall not exceed $25,000 plus actual out-of-pocket expenses. If a Default or equal to $20,000,000 or (B) an Event of Default has shall have occurred and is be continuing, then the Borrowers shall pay for as many field audits and appraisals that the Administrative Agent requests Lender shall, in its Permitted Discretion. Any other member 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 Group mayto visit and inspect their properties as often as may be reasonably requested, at its expenseprovided that, accompany the Administrative Agent on any regularly scheduled visit (or at any time that absent a Default exists 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 visit regardless way limiting the foregoing, each of whether it is regularly scheduled) 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 with Lender to discuss the Borrower financial results and condition of the Loan Parties at least once during each year, which meeting shall be held at such time and their Subsidiaries’ propertiessuch place as may be reasonably requested by Lender.

Visits and Inspections. Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent Co-Collateral Agents to (a) visit and inspect the properties of the Borrower Parties and their Subsidiaries during normal business hourshours and, unless an Event of Default has then occurred, with prior reasonable notice, (b) inspect and make extracts from and copies of the Borrower Parties’ and their Subsidiaries’ books and records, (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property of the Borrower Parties and their Subsidiaries and (d) to discuss with the Borrower Parties’ and their Subsidiaries’ respective principal officers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Parties or such Subsidiaries and (d) conduct appraisals, field examinations and audits of the Borrower Parties and their Subsidiaries; provided, however, so long as no Event of Default shall have occurred and be continuing, (i) if there are no outstanding Advances and the 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 $20,000,000the Availability Trigger Amount, then the Borrowers shall only not be obligated required to pay reimburse the Administrative Agent Co-Collateral Agents for up to more than, in an aggregate amount for the Co-Collateral Agents, two (2) field audits every twelve (12) months per calendar year and (iii)(Aii) if there are outstanding Advances and Availability is less than or equal to $20,000,000 or (B) an Event of Default has occurred and is continuingthe Availability Trigger Amount, then the Borrowers shall pay not be required to reimburse the Co-Collateral Agents for as many more than, in an aggregate amount for the Co-Collateral Agents, three (3) field audits and appraisals that the Administrative Agent requests in its Permitted Discretionper calendar year. Any other member of the Lender Group may, at its expenseexpense (unless an Event of Default has occurred and is continuing), accompany the Administrative Agent Co-Collateral Agents on any regularly scheduled visit (or at any time that a an Event of Default exists any visit regardless of whether it is regularly scheduled) to the Borrower Parties and their Subsidiaries’ properties.

Visits and Inspections. Each Borrower Credit Party will, and will permit cause each of its Subsidiaries to, permit representatives of the Administrative Agent Agent, upon reasonable prior notice during normal business hours, to (a) visit and inspect the properties of the Borrower Credit Parties and their Subsidiaries during normal business hours, (b) inspect and make extracts from and copies of the Borrower Credit Parties’ and their Subsidiaries’ books and records, (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property Accounts of the Borrower Credit Parties and their Subsidiaries and (d) discuss with the Borrower Credit Parties’ and their Subsidiaries’ respective principal officers the Borrower Credit Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Credit Parties or such Subsidiaries; provided, however, provided that (i) if there Aggregate Revolving Credit Obligations are no outstanding Advances and the 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 10.0% of the Aggregate Revolving Loan Commitments and no Event of Default has occurred and is continuing, then the Borrowers Administrative Agent shall pay not 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 five (5) Business Day period and (y) the date that the 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 shall be permitted to conduct at any time and without prior notice 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 $25,00030,000 per field audit or more than $30,000 per appraisal. Any other member of the Lender Group may, at its expense, accompany the Administrative Agent on any regularly scheduled visit (or or, at any time that a Default exists exists, any visit regardless of whether it is regularly scheduled) to the Borrower Parties Credit Parties’ and their Subsidiaries’ properties.

Visits and Inspections. Each Borrower Credit Party will, and will permit cause each of its Restricted Subsidiaries to, permit representatives and agents of the Administrative Agent to (a) visit and inspect the properties at the time of the Borrower Parties any field exam or appraisal permitted hereunder or, if an Event of Default has occurred and their Subsidiaries is continuing, at any time, in each case during normal business hourshours and, if no Event of Default has occurred and is continuing, with reasonable prior notice, (b) inspect and make extracts from and copies of the Borrower Credit Parties’ and their Restricted Subsidiaries’ books and recordsrecords during the course of such inspections, (c) upon at least ten (10) Business Days prior written request by the Administrative Agent to the 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 examinations exam and audits of Credit Card Receivables, Inventory and other personal property one (1) appraisal may be conducted per fiscal year unless (i) Excess Availability is less than fifteen percent (15%) of the Borrower Parties Borrowing Base at any time during such fiscal year, in which case up to two (2) field exams and their Subsidiaries 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 (de) discuss with the Borrower Parties’ and their Subsidiaries’ respective Parent’s principal officers the Borrower Credit Parties’ or such Restricted Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Credit Parties or such Restricted Subsidiaries; provided, however, (i) if there are no outstanding Advances and the aggregate amount of all outstanding Letters of Credit is $5,000,000 or less, then the Borrowers Parties shall only be obligated to pay cooperate with the Administrative Agent for one (1) field audit every twelve (12) monthsand its representatives and agents in 107 NAI-1536628076v4 connection with all such inspections, (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 appraisals and (iii)(A) if there are outstanding Advances and Availability is less than or equal to $20,000,000 or (B) 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 requests in its Permitted Discretiondiscussions. Any other member of the Lender Group may, 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 Borrower Credit Parties and their Restricted Subsidiaries’ properties.

Visits and Inspections. Each Borrower Credit Party will, and will permit cause each of its Subsidiaries to, permit representatives of the Administrative Agent to (a) visit and inspect the properties of the Borrower Credit Parties and their Subsidiaries during normal business hours, (b) inspect and make extracts from and copies of the Borrower Credit Parties’ and their Subsidiaries’ books and records, (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property Accounts of the Borrower Credit Parties and their Subsidiaries and (d) discuss with the Borrower Credit Parties’ and their Subsidiaries’ respective principal officers the Borrower Credit Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Credit Parties or such Subsidiaries; provided, however, provided that (i) if there Aggregate Revolving Credit Obligations are no outstanding Advances and the 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 10.0% of the Aggregate Revolving Loan Commitments and no Event of Default has occurred and is continuing, then the Borrowers Administrative Agent shall pay not 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 five (5) Business Day period and (y) the date that the 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 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 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 expense, accompany the Administrative Agent on any regularly scheduled visit (or or, at any time that a Default exists exists, any visit regardless of whether it is regularly scheduled) to the Borrower Parties Credit Parties’ and their Subsidiaries’ properties.” f. Section 6.15 of the Credit Agreement is amended by replacing subsection (b) thereof in its entirety with the following: