Common use of Physical Inventories Clause in Contracts

Physical Inventories. (a) Cause not less than one (1) physical inventory of all the Stores to be undertaken in each twelve (12) month period and cause periodic cycle counts to be taken at each distribution center, in each case at the expense of the Loan Parties and consistent with past practices and following such methodology as is consistent with the methodology used in the immediately preceding inventory or cycle count, as the case may be, provided, however, upon the occurrence and during the continuation of a Cash Dominion Event (i) at the request of the Collateral Agent, cause one (1) physical inventory to be taken at each distribution center, at the expense of the Loan Parties, to be completed (with final results) within 30 days following the end of the Fiscal Month in which the Collateral Agent provided such request, or (ii) if the Collateral Agent does not request a physical inventory of each distribution center pursuant to the immediately preceding clause (i), cause a physical inventory of each distribution center, at the expense of the Loan Parties, to be performed concurrently with the next physical inventory taken of the Stores provided, further, however, if the Collateral Agent should have a good faith belief that the accuracy or completeness of the inventory or cycle count practices or methodology is unreliable, all such inventory and cycle count shall be subsequently conducted by such inventory takers and in accordance with such practices and methodology, as are reasonably satisfactory to the Collateral Agent, in each case at the expense of the Loan Parties. The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party. The Lead Borrower, within fifteen (15) Business Days following the completion of each such inventory, shall provide the Collateral Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Loan Party) and shall post such results to the Loan Parties’ stock ledgers and general ledgers, as applicable. (b) The Collateral Agent, in its Permitted Discretion, if any Default or Event of Default shall have occurred and be continuing, may cause additional such inventories to be taken as the Collateral Agent determines (each, at the expense of the Loan Parties).

Physical Inventories. (a) Cause not less than one (1) physical inventory of all Permit the Stores to be undertaken in each twelve (12) month period and cause periodic cycle counts to be taken at each distribution center, in each case at the expense of the Loan Parties and consistent with past practices and following such methodology as is consistent with the methodology used in the immediately preceding inventory or cycle count, as the case may be, provided, however, upon the occurrence and during the continuation of a Cash Dominion Event (i) at the request of the Collateral Agent, cause one (1) physical inventory to be taken at each distribution centerLender, at the expense of the Loan Parties, to be completed conduct (with final results) within 30 days following the end directly or through a third party of the Fiscal Month in which the Collateral Agent provided such request, or (ii) if the Collateral Agent does not request a physical inventory of each distribution center pursuant to the immediately preceding clause (iLender’s choice), cause a physical inventory of each distribution center, at the expense of the Loan Parties, to be performed concurrently with the next physical inventory taken of the Stores provided, further, however, if the Collateral Agent should have a good faith belief that the accuracy or completeness of the inventory or cycle count practices or methodology is unreliable, all such inventory and cycle count shall be subsequently conducted by such inventory takers and in accordance with such practices and methodology, as are reasonably satisfactory to the Collateral Agent, in each case at the expense of the Loan Parties. The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. the Borrowers, reasonably cooperating with the Lead Borrower’s efforts to ensure that such participation does not unreasonably disrupt the normal inventory schedule or process, provided, that the Borrowers shall permit the Lender to conduct (directly or through a third party of the Lender’s choice) at least one (1) physical count and/or inventory of so much of the Collateral as consists of Inventory within the first fourteen (14) days after entry of the Initial Order at times and dates chosen by the Lender in its sole discretion. (b) At the Borrowers’ own expense, cause, upon the request of the Lender, no more than two (2) physical inventories of the Borrowers’ Inventory to be conducted by nationally recognized inventory takers and using practices consistent with practices in effect on the date hereof (it being agreed that the physical inventory in progress as of the date of this Agreement shall be deemed to constitute the first of the two). (c) The Lead Borrower shall provide the Lender with the preliminary Inventory levels at each of each Borrower’s Stores within ten (10) days following the completion of such inventory. (d) The Lead Borrower, within fifteen forty-five (1545) Business Days days following the completion of each such inventory, shall provide the Collateral Agent Lender with a reconciliation of the results of each such inventory (as well as of any other physical inventory or cycle counts undertaken by a Loan Partythe Borrowers) and shall post such results to the Loan PartiesBorrowers’ stock ledgers ledger and general ledgersledger, as applicable. (be) The Collateral AgentPermit the Lender, in its Permitted Discretionreasonable discretion, if any Default or Event of Default shall have occurred and be continuingexists, may to cause such additional such inventories to be taken as the Collateral Agent Lender reasonably determines (each, at the expense of the Loan PartiesBorrowers).

Physical Inventories. (a) Cause not less than one (1) physical inventory of all the Stores to be undertaken in each twelve (12) month period and cause periodic cycle counts to be taken at each distribution center, in each case at the expense of the Loan Parties and consistent with past practices and following such methodology as is consistent with the methodology used in the immediately preceding inventory or cycle count, as the case may be, provided, however, upon the occurrence and during the continuation of a Cash Dominion Event (i) at the request of the Collateral Agent, cause one (1) physical inventory to be taken at each distribution center, at the expense of the Loan Parties, to be completed (with final results) within 30 days following the end of the Fiscal Month in which the Collateral Agent provided such request, or (ii) if the Collateral Agent does not request a physical inventory of each distribution center pursuant to the immediately preceding clause (i), cause a physical inventory of each distribution center, at the expense of the Loan Parties, to be performed concurrently with the next physical inventory taken of the Stores provided, further, however, if the Collateral Agent should have a good faith belief that the accuracy or completeness of the inventory or cycle count practices or methodology is unreliable, all such inventory and cycle count shall be subsequently conducted by such inventory takers and in accordance with such practices and methodology, as are reasonably satisfactory to the Collateral Agent, in each case at the expense of the Loan Parties. The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Loan Party. the Borrowers so long as such participation does not disrupt the normal inventory schedule or process. (b) The Lead BorrowerBorrowers, at their own expense, shall, consistent with practices existing as of the Closing Date as disclosed to the Administrative Agent, cause a physical inventory of the Borrowers' Inventory located at a majority of the Borrowers' locations to be undertaken each twelve (12) month period during which this Agreement is in effect, conducted by either the Borrowers or a third party inventory taker engaged by the Borrowers provided that independent auditors review the inventory process and sample the results of the inventory and using practices consistent with practices in effect on the date hereof. (c) The Borrowers upon the request of the Administrative Agent shall provide the Collateral Agent with the preliminary Inventory levels at each of the Borrowers' locations within fifteen (15) Business Days days following the completion of each such inventory. (d) The Borrowers upon the request of the Administrative Agent, within forty-five (45) days following the completion of such inventory, shall provide the Collateral Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory or cycle counts undertaken by a Loan Partythe Borrowers) and shall post such results to the Loan Parties’ Borrowers' inventory stock ledgers ledger and general ledgersledger, as applicable. (be) The Collateral Agent, in its Permitted Discretiondiscretion, if any Default or Event of Default shall have occurred and be continuingexists, may cause such additional such inventories to be taken as the Collateral Agent determines (each, at the expense of the Loan PartiesBorrowers).

Physical Inventories. (a) Cause not less than one (1) physical inventory of all the Stores to be undertaken in each twelve (12) month period and cause periodic cycle counts to be taken at each distribution center, in each case at the expense of the Loan Parties and consistent with past practices and following such methodology as is consistent with the methodology used in the immediately preceding inventory or cycle count, as the case may be, provided, however, upon the occurrence and during the continuation of a Cash Dominion Event (i) at the request of the Collateral Agent, cause one (1) physical inventory to be taken at each distribution center, at the expense of the Loan Parties, to be completed (with final results) within 30 days following the end of the Fiscal Month in which the Collateral Agent provided such request, or (ii) if the Collateral Agent does not request a physical inventory of each distribution center pursuant to the immediately preceding clause (i), cause a physical inventory of each distribution center, at the expense of the Loan Parties, to be performed concurrently with the next physical inventory taken of the Stores provided, further, however, if the Collateral Agent should have a good faith belief that the accuracy or completeness of the inventory or cycle count practices or methodology is unreliable, all such inventory and cycle count shall be subsequently conducted by such inventory takers and in accordance with such practices and methodology, as are reasonably satisfactory to the Collateral Agent, in each case at the expense of the Loan Parties. The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party. The Lead Borrower, within fifteen (15) Business Days following the completion of each such inventory, shall provide the Collateral Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Loan Party) and shall post such results to the Loan Parties’ stock ledgers and general ledgers, as applicable. (b) The Collateral Agent, in its Permitted Discretion, if any Default or Event of Default shall have occurred and be continuing, may cause such additional such inventories to be taken as the Collateral Agent determines (each, at the expense of the Loan Parties).

Physical Inventories. (a) Cause not less than one (1) physical inventory of all the Stores to be undertaken undertaken, at the expense of the Loan Parties, in each twelve (12) month period and cause periodic cycle counts to be taken at each distribution centercounts, in each case at the expense of the Loan Parties and consistent with past practices practices, conducted by such inventory takers as are reasonably satisfactory to the Collateral Agent and following such methodology as is consistent with the methodology used in the immediately preceding inventory or cycle count, as the case otherwise may be, provided, however, upon the occurrence and during the continuation of a Cash Dominion Event (i) at the request of the Collateral Agent, cause one (1) physical inventory to be taken at each distribution center, at the expense of the Loan Parties, to be completed (with final results) within 30 days following the end of the Fiscal Month in which the Collateral Agent provided such request, or (ii) if the Collateral Agent does not request a physical inventory of each distribution center pursuant to the immediately preceding clause (i), cause a physical inventory of each distribution center, at the expense of the Loan Parties, to be performed concurrently with the next physical inventory taken of the Stores provided, further, however, if the Collateral Agent should have a good faith belief that the accuracy or completeness of the inventory or cycle count practices or methodology is unreliable, all such inventory and cycle count shall be subsequently conducted by such inventory takers and in accordance with such practices and methodology, as are reasonably satisfactory to the Collateral Agent, in each case at the expense of the Loan Parties. The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party. The Lead Borrower, within fifteen thirty (1530) Business Days days following the completion of each such inventory, shall provide the Collateral Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Loan Party) and shall post such results to the Loan Parties’ stock ledgers and general ledgers, as applicable. (b) The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party; provided that the Loan Parties shall only be responsible for costs and expenses incurred by the Collateral Agent in connection with the Collateral Agent’s participation in and/or observation of such physical count of (i) any distribution center, and (ii) ten (10) stores. Notwithstanding the foregoing, the Collateral Agent may participate in and/or observe additional physical counts of Inventory (i) as it in its Permitted DiscretionDiscretion deems necessary or appropriate, at its own expense or, (ii) if required by applicable Law or if a Default shall have occurred and be continuing, at the expense of the Loan Parties. (c) Without limiting the Collateral Agent’s rights under clause (b) hereof, permit the Collateral Agent, in its reasonable discretion, if any Default or Event of Default shall have occurred exists and be is continuing, may to cause additional such inventories to be taken as the Collateral Agent determines (each, at the expense of the Loan Parties).

Physical Inventories. (ai) Cause not less than one (1) physical inventory of all the Stores to be undertaken in each twelve (12) month period and cause periodic cycle counts to be taken at each distribution center, in each case at the expense of the Loan Parties and consistent with past practices and following such methodology as is consistent with the methodology used in the immediately preceding inventory or cycle count, as the case may be, provided, however, upon the occurrence and during the continuation of a Cash Dominion Event (i) at the request of the Collateral Agent, cause one (1) physical inventory to be taken at each distribution center, at the expense of the Loan Parties, to be completed (with final results) within 30 days following the end of the Fiscal Month in which the Collateral Agent provided such request, or (ii) if the Collateral Agent does not request a physical inventory of each distribution center pursuant to the immediately preceding clause (i), cause a physical inventory of each distribution center, at the expense of the Loan Parties, to be performed concurrently with the next physical inventory taken of the Stores provided, further, however, if the Collateral Agent should have a good faith belief that the accuracy or completeness of the inventory or cycle count practices or methodology is unreliable, all such inventory and cycle count shall be subsequently conducted by such inventory takers and in accordance with such practices and methodology, as are reasonably satisfactory to the Collateral Agent, in each case at the expense of the Loan Parties. The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party. The Lead Borrower, within fifteen (15) Business Days following the completion of each such inventory, shall provide the Collateral Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Loan Party) and shall post such results to the Loan Parties’ stock ledgers and general ledgers, as applicable. (bii) The Collateral Agent, in its Permitted Discretion, if any Default or Event of Default shall have occurred and be continuing, may cause such additional such inventories to be taken as the Collateral Agent determines (each, at the expense of the Loan Parties).