Common use of Physical Inventories Clause in Contracts

Physical Inventories. (a) The Collateral Agent, at the expense of the Borrowers, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers so long as such participation does not disrupt the normal inventory schedule or process, provided that such participation shall be limited to once in any twelve month period after the Effective Date (unless a Cash Dominion Event shall have occurred and be continuing). (b) The Borrowers, at their own expense, shall cause not less than one physical inventory of the Borrowers’ inventory to be undertaken in each twelve (12) month period during which this Agreement is in effect, conducted by the Borrowers and using practices consistent with practices in effect on the date hereof. (c) At the Administrative Agent’s request, the Borrowers, 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 undertaken by the Borrowers). The Borrowers shall promptly post the results of each such inventory to the Borrowers’ stock ledger and general ledger, as applicable. (d) If and so long as there are any Loans outstanding, the Collateral Agent, in its discretion, if any Event of Default exists, may cause such additional inventories to be taken as the Collateral Agent determines (each, at the expense of the Borrowers). The Collateral Agent shall use its best efforts to schedule any such inventories so as to not unreasonably disrupt the operation of the Borrowers’ business.

Physical Inventories. (a) The Collateral AgentAgents, at the expense of the BorrowersLoan Parties, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers any Borrower so long as such participation does not disrupt the normal inventory schedule or process, provided that such participation shall be limited to once in any twelve month period after the Effective Date (unless a Cash Dominion Event shall have occurred and be continuing). (b) The Borrowers, at their own expense, shall cause (i) not less than one three (3) physical inventory of the Borrowers’ inventory inventories to be undertaken in each twelve (12) month period during which this Agreement is in effect, conducted by and (ii) periodic cycle counts consistent with past practices, each of the Borrowers and foregoing using practices consistent with practices in effect on the date hereof. (c) At The Lead Borrower shall provide the Administrative Agent’s request, Collateral Agents with the preliminary Inventory levels at each of the Borrowers' stores within ten (10) days following the completion of such inventory. (d) The Lead Borrower, within forty-five (45) days following the completion of such inventory, shall provide the Collateral Agent Agents with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by the Borrowers). The Borrowers any Borrower) and shall promptly post the such results of each such inventory to the Borrowers’ ' stock ledger and general ledgerand, as applicableapplicable to the Borrowers' other financial books and records. (de) If and so long as there are any Loans outstanding, the The Collateral AgentAgents, in its their discretion, if any Event of Default exists, may cause such additional inventories to be taken as the Collateral Agent determines Agents determine (each, at the expense of the Borrowers). The Collateral Agent Agents shall use its their best efforts to schedule any such inventories so as to not unreasonably disrupt the operation of the Borrowers’ ' business.

Physical Inventories. (a) The Collateral Agent, at the reasonable expense of the BorrowersLoan Parties, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers Borrower so long as such participation does not disrupt the normal inventory schedule or process, provided that such participation shall be limited to once in any twelve month period after the Effective Date (unless a Cash Dominion Event shall have occurred and be continuing). (b) The BorrowersBorrower, at their its own expense, shall cause not less than one (1) physical inventory of the Borrowers’ inventory Borrower’s retail stores to be undertaken in each twelve (12) month period during which this Agreement is in effect, conducted by using practices consistent with practices in effect on the Borrowers and date hereof. The Borrower, at its own expense, shall also cause periodic cycle counts of the Borrower’s distribution centers using practices consistent with practices in effect on the date hereof. (c) At The Borrower shall provide the Administrative AgentCollateral Agent with the preliminary Inventory levels at each of the Borrower’s requeststores within twenty (20) days following the completion of such inventory cycle (or, twenty-five days after any such inventory count undertaken at the Borrowersend of the Borrower’s fourth Fiscal quarter). (d) The Borrower, 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 undertaken by the Borrowers). The Borrowers Borrower) and shall promptly post the such results of each such inventory to the Borrowers’ stock ledger Borrower’s books and records and general ledger, as applicable. (de) If and so long as there are any Loans outstanding, the The Collateral Agent, in its discretion, if any Event of Default exists, may cause such additional inventories to be taken as the Collateral Agent determines (each, at the expense of the BorrowersBorrower). The Collateral Agent shall use its best efforts to schedule any such inventories so as to not unreasonably disrupt the operation of the Borrowers’ Borrower’s business.

Physical Inventories. (a) The Collateral Agent, at the expense of the BorrowersLoan Parties, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers so long as such participation does not disrupt the normal inventory schedule or process, provided that such participation shall be limited to once in any twelve month period after the Effective Date (unless a Cash Dominion Event shall have occurred and be continuing). (b) The Borrowers, at their own expense, shall cause not less than one physical inventory per location of the Borrowers’ inventory to be undertaken Inventory in each twelve (12) month period during which this Agreement is in effect, conducted by the Borrowers nationally recognized inventory takers and using practices consistent with practices in effect on the date hereof, provided, however, if no Cash Dominion Event has occurred, the Borrowers shall not be required to engage nationally recognized inventory takers to conduct such physical inventories. (c) At The Lead Borrower shall provide the Administrative AgentCollateral Agent with the preliminary Inventory levels at each of each Borrower’s request, stores within ten (10) days following the Borrowerscompletion of such inventory. (d) The Lead Borrower, 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 undertaken by the Borrowers). The Borrowers ) and shall promptly post the such results of each such inventory to the Borrowers’ stock ledger and general ledger, as applicable. (de) If and so long as there are any Loans outstanding, the The Collateral Agent, in its discretion, if any Event of Default exists, may cause such additional inventories to be taken as the Collateral Agent determines (each, at the expense of the Borrowers). The Collateral Agent shall use its best efforts to schedule any such inventories so as to not unreasonably disrupt the operation of the Borrowers’ business.

Physical Inventories. (a) The Permit the Collateral Agent, at the expense of the BorrowersLoan Parties, may to participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers so long as such participation does not disrupt the normal inventory schedule or process, provided that such participation shall be limited to once in any twelve month period after the Effective Date (unless a Cash Dominion Event shall have occurred and be continuing). (b) The BorrowersCause, at their the Borrowers’ own expense, shall cause not less than one physical inventory per location of the Borrowers’ inventory to be undertaken Inventory in each twelve (12) month period during which this Agreement is in effect, conducted by the Borrowers nationally recognized inventory takers and using practices consistent with practices in effect on the date hereof, provided, however, if no Cash Dominion Event has occurred, the Borrowers shall not be required to engage nationally recognized inventory takers to conduct such physical inventories. (c) At If requested by the Administrative Collateral Agent’s request, or if Loans are then outstanding, the BorrowersLead Borrower shall provide the Collateral Agent with the preliminary Inventory levels at each of each Borrower’s Stores within ten (10) days following the completion of such inventory. (d) If requested by the Collateral Agent, or if Loans are then outstanding, the Lead Borrower, 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 undertaken by the Borrowers). The Borrowers ) and shall promptly post the such results of each such inventory to the Borrowers’ stock ledger and general ledger, as applicable. (de) If and so long as there are any Loans outstanding, Permit the Collateral Agent, in its reasonable discretion, if any Event of Default exists, may to cause such additional inventories to be taken as the Collateral Agent reasonably determines (each, at the expense of the Borrowers). The Collateral Agent shall use its best efforts to schedule any such inventories so as to not unreasonably disrupt the operation of the Borrowers’ business.

Physical Inventories. (a) The Collateral Administrative Agent, at the expense of the BorrowersLoan Parties, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers any Borrower so long as such participation does not disrupt the normal inventory schedule or process, provided that such participation shall be limited to once in any twelve month period after the Effective Date (unless a Cash Dominion Event shall have occurred and be continuing). (b) The Borrowers, at their own expense, shall cause (i) not less than one (1) physical inventory of the Borrowers’ inventory to be undertaken in each twelve (12) month period during which this Agreement is in effect, conducted by and (ii) periodic cycle counts consistent with past practices, each of the Borrowers and foregoing using practices consistent with practices in effect on the date hereof. (c) At The Lead Borrower shall provide the Administrative Agent’s request, Agent with the preliminary Inventory levels at each of the Borrowers' stores within ten (10) days following the completion of such inventory. (d) The Lead Borrower, within forty-five (45) days following the completion of such inventory, shall provide the Collateral Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by the Borrowers). The Borrowers any Borrower) and shall promptly post the such results of each such inventory to the Borrowers’ ' stock ledger and general ledgerand, as applicableapplicable to the Borrowers' other financial books and records. (de) If and so long as there are any Loans outstanding, the Collateral The Administrative Agent, in its discretion, if any Event of Default exists, may cause such additional inventories to be taken as the Collateral Administrative Agent determines (each, at the expense of the Borrowers). The Collateral Administrative Agent shall use its best efforts to schedule any such inventories so as to not unreasonably disrupt the operation of the Borrowers’ ' business.

Physical Inventories. (a) The Collateral Agent, at the expense of the BorrowersLoan Parties, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers so long as such participation does not disrupt the normal inventory schedule or process, provided that such participation shall be limited to once in any twelve month period after the Effective Date (unless a Cash Dominion Event shall have occurred and be continuing). (b) The Borrowers, at their own expense, shall cause not less than one physical inventory per location of the Borrowers’ inventory to be undertaken Inventory in each twelve (12) month period during which this Agreement is in effect, conducted by the Borrowers nationally recognized inventory takers and using practices consistent with practices in effect on the date hereof, provided, however, if no Cash Dominion Event has occurred, the Borrowers shall not be required to engage nationally recognized inventory takers to conduct such physical inventories. (c) At If requested by the Administrative Collateral Agent’s request, or if Loans are then outstanding, the BorrowersLead Borrower shall provide the Collateral Agent with the preliminary Inventory levels at each of each Borrower’s stores within ten (10) days following the completion of such inventory. (d) If requested by the Collateral Agent, or if Loans are then outstanding, the Lead Borrower, 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 undertaken by the Borrowers). The Borrowers ) and shall promptly post the such results of each such inventory to the Borrowers’ stock ledger and general ledger, as applicable. (de) If and so long as there are any Loans outstanding, the The Collateral Agent, in its discretion, if any Event of Default exists, may cause such additional inventories to be taken as the Collateral Agent determines (each, at the expense of the Borrowers). The Collateral Agent shall use its best efforts to schedule any such inventories so as to not unreasonably disrupt the operation of the Borrowers’ business.