OPERATING RECORDS, AND MAKE
COPIES THEREOF OR ABSTRACTS THEREFROM, AND TO DISCUSS ITS AFFAIRS, FINANCES AND
ACCOUNTS WITH ITS DIRECTORS, OFFICERS, AND PUBLIC ACCOUNTING FIRM, ALL AT THE
EXPENSE OF THE LOAN PARTIES AND AT SUCH REASONABLE TIMES DURING NORMAL BUSINESS
HOURS AND AS OFTEN AS MAY BE REASONABLY DESIRED, UPON REASONABLE ADVANCE NOTICE
TO THE LEAD BORROWER; PROVIDED, HOWEVER, THAT WHEN AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, THE ADMINISTRATIVE AGENT (OR ANY OF ITS
REPRESENTATIVES OR INDEPENDENT
99
CONTRACTORS) MAY DO ANY OF THE FOREGOING AT THE EXPENSE OF THE LOAN PARTIES AT
ANY TIME DURING NORMAL BUSINESS HOURS AND WITHOUT ADVANCE NOTICE.
(B)
UPON THE REQUEST OF THE ADMINISTRATIVE AGENT
AFTER REASONABLE PRIOR NOTICE, PERMIT THE ADMINISTRATIVE AGENT OR PROFESSIONALS
(INCLUDING INVESTMENT BANKERS, CONSULTANTS, ACCOUNTANTS, LAWYERS AND APPRAISERS)
RETAINED BY THE ADMINISTRATIVE AGENT TO CONDUCT APPRAISALS, COMMERCIAL FINANCE
EXAMINATIONS AND OTHER EVALUATIONS, INCLUDING, WITHOUT LIMITATION, OF (I) THE
LEAD BORROWER'S PRACTICES IN THE COMPUTATION OF THE BORROWING BASE AND (II) THE
ASSETS INCLUDED IN THE BORROWING BASE AND RELATED FINANCIAL INFORMATION SUCH AS,
BUT NOT LIMITED TO, SALES, GROSS MARGINS, PAYABLES, ACCRUALS AND RESERVES.
SUBJECT TO THE FOLLOWING SENTENCES, THE LOAN PARTIES SHALL PAY THE FEES AND
EXPENSES OF THE ADMINISTRATIVE AGENT OR SUCH PROFESSIONALS WITH RESPECT TO SUCH
EVALUATIONS AND APPRAISALS AS PROVIDED BELOW.
WITHOUT LIMITING THE FOREGOING,
THE LOAN PARTIES ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT MAY, IN ITS
DISCRETION, UNDERTAKE UP TO ONE (1) REAL ESTATE APPRAISAL AND UP TO TWO
(2) INVENTORY APPRAISALS AND TWO (2) COMMERCIAL FINANCE EXAMINATIONS EACH FISCAL
YEAR AT THE LOAN PARTIES' EXPENSE; PROVIDED THAT, IN THE EVENT THAT EXCESS
AVAILABILITY IS AT ANY TIME LESS THAN $35,000,000, THE ADMINISTRATIVE AGENT MAY,
IN ITS DISCRETION, UNDERTAKE UP TO THREE (3) INVENTORY APPRAISALS AND THREE
(3) COMMERCIAL FINANCE EXAMINATIONS EACH FISCAL YEAR AT THE LOAN PARTIES'
EXPENSE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE
ADMINISTRATIVE AGENT MAY CAUSE ADDITIONAL INVENTORY APPRAISALS AND COMMERCIAL
FINANCE EXAMINATIONS TO BE UNDERTAKEN (I) AS IT IN ITS REASONABLE DISCRETION
DEEMS NECESSARY OR APPROPRIATE, AT ITS OWN EXPENSE, OR (II) IF REQUIRED BY
APPLICABLE LAW OR IF A DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, AT THE EXPENSE OF THE LOAN PARTIES.
6.11
Use of Proceeds.
Use the proceeds of the Credit
Extensions (a) to refinance the Indebtedness of the Lead Borrower and its
Subsidiaries under the Existing Credit Agreement and the L/C Demand Facility,
(b) to finance transaction fees and expenses related hereto, (c) to finance the
acquisition of working capital assets of the Borrowers, including the purchase
of Inventory and Equipment, in each case in the ordinary course of business,
(d) to finance Capital Expenditures of the Borrowers, (e) to pay certain
obligations owed by the Lead Borrower to third parties as a result of the Hoop
bankruptcy in an aggregate amount not to exceed $13,400,000 (net of receipts
from Disney), as more fully described on Schedule 6.11 attached hereto, and
(f) for general corporate purposes