Common use of Status of Inventory Clause in Contracts

Status of Inventory. All Inventory included in any Borrowing Base Certificate delivered to the Lender pursuant to Section 7.10(a) meets the criteria enumerated in the definition of Eligible Inventory, except as disclosed in such Borrowing Base Certificate or in a subsequent Borrowing Base Certificate or as otherwise specifically disclosed in writing to the Lender. All Inventory is in good condi- tion, meets all standards imposed by any governmental agency or department or division thereof having regulatory authority over such goods, their use or sale, and is currently either usable or saleable in the normal course of the Borrower's business, except to the extent reserved against in the financial statements delivered pursuant to Article 9 or as disclosed on a Schedule of Inventory delivered to the Lender pursuant to Section 7.10(a). Set forth on Schedule 5.1(t) is the (i) address (including street, city, county and state) of each facility at which Inventory is located, (ii) the approximate quantity in Dollars of the Inventory customarily located at each such facility, and (iii) if the facility is leased or is a third party warehouse or processor location, the name of the landlord or such third party warehouseman or processor. All Inventory is located on the premises set forth on Schedule 5.1(t) or is in transit to one of such locations, except as otherwise disclosed in writing to the Lender; the Borrower has not located Inventory at premises other than those set forth on Schedule 5.1(t) at any time during the four months immediately preceding the Agreement Date.

Status of Inventory. All Inventory included in any Borrowing Base Certificate delivered to the Lender pursuant to Section 7.10(aSECTION 7.14(d) meets the criteria enumerated in the definition of Eligible Inventory, except as disclosed in such Borrowing Base Certificate or in a subsequent Borrowing Base Certificate or as otherwise specifically disclosed in writing to the Lender. All Inventory is in good condi- tioncondition, meets all standards imposed by any governmental agency or department or division thereof having regulatory authority over such goods, their use or sale, and is currently either usable or saleable in the normal course of the Borrower's business, except to the extent reserved against in the financial statements delivered pursuant to Article ARTICLE 9 or as disclosed on a Schedule of Inventory delivered to the Lender pursuant to Section 7.10(aSECTION 7.14(b). Set forth on Schedule 5.1(tSCHEDULE 5.1(u) is the (i) address (including street, city, county and state) of each facility at which Inventory is located, (ii) the approximate quantity in Dollars of the Inventory customarily located at each such facility, and (iii) if the facility is leased or is a third party warehouse or processor location, the name of the landlord or such third party warehouseman or processor. All Inventory is located on the premises set forth on Schedule 5.1(tSCHEDULE 5.1(u) or is in transit to one of such locations, except as otherwise disclosed in writing to the Lender; the Borrower has not located Inventory at premises other than those set forth on Schedule 5.1(tSCHEDULE 5.1(u) at any time during the four months immediately preceding the Agreement Date.

Status of Inventory. All Inventory included in any Borrowing Base Certificate delivered to the Lender Agent pursuant to Section 7.10(aSECTION 9.14(C) meets the criteria enumerated in the definition of Eligible Inventory, except as disclosed in such Borrowing Base Certificate or in a subsequent Borrowing Base Certificate or as otherwise specifically disclosed in writing to the LenderAgent. All Inventory is in good condi- tioncondition, meets all standards imposed by any governmental agency or department or division thereof having regulatory authority over such goods, their use or sale, and is currently either usable or saleable in the normal course of the Borrower's Borrowers' business, except to the extent reserved against in the financial statements delivered pursuant to Article 9 ARTICLE 11 or as disclosed on a Schedule of Inventory delivered to the Lender Agent pursuant to Section 7.10(aSECTION 9.14(B). Set forth on Schedule 5.1(tSCHEDULE 7.1(U) is the (i) address (including street, city, county and state) of each facility at which Inventory is located, (ii) the approximate quantity in Dollars of the Inventory customarily located at each such facility, and (iii) if the facility is leased or is a third party warehouse or processor location, the name of the landlord or such third party warehouseman or processor. All Inventory is located on the premises set forth on Schedule 5.1(tSCHEDULE 7.1(U) or is in transit to one of such locations, except as otherwise disclosed in writing to the Lender; the Agent. No Borrower has not located Inventory at premises other than those set forth on Schedule 5.1(tSCHEDULE 7.1(U) at any time during the four months month period immediately preceding the Agreement Date.

Status of Inventory. All Inventory included in any Borrowing Base Certificate delivered to the Lender Agent pursuant to Section 7.10(aSECTION 8.14(D) meets the criteria enumerated in the definition of Eligible Inventory, except as disclosed in such Borrowing Base Certificate or in a subsequent Borrowing Base Certificate or as otherwise specifically disclosed in writing to the LenderAgent. All Inventory is in good condi- tioncondition, meets all standards imposed by any governmental agency or department or division thereof having regulatory authority over such goods, their use or sale, and is currently either usable or saleable in the normal course of the Borrower's business, except to the extent reserved against in the financial statements delivered pursuant to Article 9 ARTICLE 10 or as disclosed on a Schedule of Inventory delivered to the Lender Agent pursuant to Section 7.10(aSECTION 8.14(B). Set forth on Schedule 5.1(tSCHEDULE 6.1(U) is the (i) address (including street, city, county and state) of each facility at which Inventory is located, (ii) the approximate quantity in Dollars of the Inventory customarily located at each such facility, and (iii) if the facility is leased or is a third party warehouse or processor location, the name of the landlord or such third party warehouseman or processor. All Inventory is located on the premises set forth on Schedule 5.1(tSCHEDULE 6.1(U) or is in transit to one of such locations, except as otherwise disclosed in writing to the LenderAgent; the Borrower has not located Inventory at premises other than those set forth on Schedule 5.1(tSCHEDULE 6.1(U) at any time during the four months month immediately preceding the Agreement Date.

Status of Inventory. All Inventory included as Eligible Branded Inventory in any Borrowing Base Certificate delivered to the Lender pursuant to Section 7.10(a) meets the criteria enumerated in the definition of Eligible Branded Inventory, and all Inventory included as Eligible Non-Branded Inventory in any Borrowing Base Certificate delivered to the Lender meets the criteria enumerated in the definition of Eligible Non-Branded Inventory, except in each case as disclosed in such Borrowing Base Certificate or in a subsequent Borrowing Base Certificate or as otherwise specifically disclosed in writing to the Lender. All Inventory is in good condi- tion, meets all standards imposed by any governmental agency or department or division thereof having regulatory authority over such goods, their use or sale, and is currently either usable or saleable in the normal course of the Borrower's business, except to the extent reserved against in the financial statements delivered pursuant to Article 9 or as disclosed on a Schedule of Inventory delivered to the Lender pursuant to Section 7.10(a). Set forth on Schedule 5.1(t5.1(u) is the (i) address (including street, city, county and state) of each facility at which Inventory is located, (ii) the approximate quantity in Dollars of the Inventory customarily located at each such facility, and (iii) if the facility is leased or is a third party warehouse or processor location, the name of the landlord or such third party warehouseman or processor. All Inventory is located on the premises set forth on Schedule 5.1(t5.1(u) or is in transit to one of such locationslocations or the point of sale, except as otherwise disclosed in writing to the Lender; the Borrower has not located Inventory at premises other than those set forth on Schedule 5.1(t5.1(u) at any time during the four months five years immediately preceding the Agreement Date. None of the Inventory is subject to any Intellectual Property rights or distribution agreements that would in any way hinder the Lender's ability to foreclose upon or sell such Inventory.

Status of Inventory. All Inventory included in any Borrowing Base Certificate delivered to the Lender Agent pursuant to Section 7.10(aSECTION 9.14(C) meets the criteria enumerated in the definition of Eligible Inventory, except as disclosed in such Borrowing Base Certificate or in a subsequent Borrowing Base Certificate or as otherwise specifically disclosed in writing to the LenderAgent. All Inventory is in good condi- tioncondition, meets all standards imposed by any governmental agency or department or division thereof having regulatory authority over such goods, their use or sale, and is currently either usable or saleable in the normal course of the Borrower's Grantors' business, except to the extent reserved against in the financial statements delivered pursuant to Article 9 ARTICLE 11 or as disclosed on a Schedule of Inventory delivered to the Lender Agent pursuant to Section 7.10(aSECTION 9.14(B). Set forth on Schedule 5.1(tSCHEDULE 7.1(U) is the (i) address (including street, city, county and state) of each facility at which Inventory is located, (ii) the approximate quantity in Dollars (or Canadian dollars where applicable) of the Inventory customarily located at each such facility, and (iii) if the facility is leased or is a third party warehouse or processor location, the name of the landlord or such third party warehouseman or processor. All Inventory is located on the premises set forth on Schedule 5.1(tSCHEDULE 7.1(U) or is in transit to one of such locations, except as otherwise disclosed in writing to the Lender; the Borrower Agent. No Grantor has not located Inventory at premises other than those set forth on Schedule 5.1(tSCHEDULE 7.1(U) at any time during the four months month period immediately preceding the Agreement Date. 7. The Loan Agreement is amended by adding the following new SECTION 8.2(E):

Status of Inventory. All Inventory included in any Borrowing Base Certificate delivered to the Lender pursuant to Section 7.10(aSECTION 7.14(d) meets the criteria enumerated in the definition of Eligible Inventory, except as disclosed in such Borrowing Base Certificate or in a subsequent Borrowing Base Certificate or as otherwise specifically disclosed in writing to the Lender. All Inventory is in good condi- tioncondition, meets all standards imposed by any governmental agency or department or division thereof having regulatory authority over such goods, their use or sale, and is currently either usable or saleable in the normal course of the such Borrower's business, except to the extent reserved against in the financial statements delivered pursuant to Article ARTICLE 9 or as disclosed LOAN AND SECURITY AGREEMENT - PAGE 47 48 on a Schedule of Inventory delivered to the Lender pursuant to Section 7.10(aSECTION 7.14(b). Set forth on Schedule 5.1(tSCHEDULE 5.1(u) is the (i) address (including street, city, county and state) of each facility at which Inventory is located, (ii) the approximate quantity in Dollars of the Inventory customarily located at each such facility, and (iii) if the facility is leased or is a third party warehouse or processor location, the name of the landlord or such third party warehouseman or processor. All Inventory is located on the premises set forth on Schedule 5.1(tSCHEDULE 5.1(u) or is in transit to one of such locations, except as otherwise disclosed in writing to the Lender; the . No Borrower has not located Inventory at premises other than those set forth on Schedule 5.1(tSCHEDULE 5.1(u) at any time during the four months immediately preceding the Agreement Date.