Common use of INVENTORIES, APPRAISALS, AND AUDITS Clause in Contracts

INVENTORIES, APPRAISALS, AND AUDITS. (a) The Agent may, at the expense of the Borrowers, 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. (b) The Borrowers, at their own expense, shall cause each store location to have not less than one (1) physical inventory in each fiscal year to be undertaken on a generally annual basis, consistent with current practice, while this Agreement is in effect (the scheduling of which shall be subject to the Agent's reasonable discretion), conducted by such inventory takers as are satisfactory to the Agent and following such methodology as may be satisfactory to the Agent. (i) The Lead Borrower shall provide the Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by the Borrowers) within thirty (30) days following its completion. (ii) The Lead Borrower shall provide the Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory reconciliation undertaken by the Borrowers) to the Borrowers' books and records within thirty (30) days following the completion of such inventory. (iii) Following the occurrence of an Event of Default, the Agent may, in its discretion, cause such additional inventories to be taken as the Agent determines (each at the expense of the Borrowers). (c) Upon the Agent's request from time to time, the Borrowers shall permit the Agent to arrange for Inventory appraisals (at the Borrower's expense) conducted by such appraisers as are satisfactory to the Agent. Prior to the occurrence of any Event of Default the Agent shall obtain two (2) appraisals in each twelve (12) month period during which this Agreement is in effect (the spacing of the scheduling of which appraisals shall be subject to the Agent's discretion). The Agent, in its discretion, following the occurrence of an Event of Default, may cause such additional appraisals to be taken as the Agent determines (each, at the expense of the Borrowers). (d) The Agent contemplates conducting two (2) commercial finance audits (at the Borrowers' expense) of the Borrowers' books and records during any twelve (12) month

INVENTORIES, APPRAISALS, AND AUDITS. (a) The Agent mayand each Lender, at the expense of the BorrowersBorrower, may participate in and/or observe, observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the BorrowersBorrower. (b) The Borrowers, at their own expense, shall cause each store location to have not less than one (1) physical inventory in each fiscal year to be undertaken on a generally annual basis, consistent with current practice, while this Agreement is in effect (the scheduling of which shall be subject to Upon the Agent's reasonable discretion)request from time to time, the Borrower shall obtain, or shall permit the Agent to obtain (in all events, at the Borrower's expense) physical counts and/or inventories of the Collateral, conducted by such inventory takers as are satisfactory to the Agent and following such methodology as may be satisfactory required by the Agent, one of which physical counts and/or inventories shall be observed by the Borrower's accountants in each fiscal year. The Agent contemplates requiring the Borrower to conduct Two (2) such counts and/or inventories during any Twelve (12) month period during which the within Agreement is in effect, but in its discretion, may undertake additional such counts or inventories during such period. The Borrower shall deliver to the Agent. (i) The Lead Borrower shall provide the Agent with a copy copies of the preliminary results work papers for each such count or inventory within Five (5) days after the completion of each such count or inventory (as well as of any other physical and will deliver to the Agent an inventory undertaken by the Borrowers) reconciliation within thirty Thirty (30) days following its completion. (ii) The Lead Borrower shall provide after the Agent with a reconciliation of the results completion of each such inventory (as well as of any other physical inventory reconciliation undertaken by the Borrowers) to the Borrowers' books and records within thirty (30) days following the completion of such count or inventory. (iii) Following the occurrence of an Event of Default, the Agent may, in its discretion, cause such additional inventories to be taken as the Agent determines (each at the expense of the Borrowers). (c) Upon the Agent's request from time to time, the Borrowers Borrower shall permit the Agent to arrange for Inventory obtain appraisals (in all events, at the Borrower's expense) conducted by such appraisers as are satisfactory to the Agent. Prior to the occurrence of any Event of Default the The Agent shall obtain two contemplates requiring Two (2) such appraisals in each twelve during any Twelve (12) month period during which this the within Agreement is in effect (the spacing of the scheduling of which appraisals shall be subject to the Agent's discretion). The Agenteffect, but in its discretion, following may undertake additional such appraisals during such period (provided that the occurrence Borrower shall not be responsible for the cost of such additional appraisals unless either (i) the Availability is ever less than $10,000,000.00, in which event the Borrower shall pay for one additional inventory appraisal, or (ii) an Event of Default, may cause such additional appraisals to be taken as the Agent determines (each, at the expense of the BorrowersDefault then exists). (d) The Agent contemplates conducting two Four (24) commercial finance audits (in each event, at the Borrowers' Borrower's expense) of the Borrowers' Borrower's books and records during any twelve Twelve (12) monthmonth period during which the within Agreement is in effect, but in its discretion, may undertake additional such audits during such period (provided that the Borrower shall not be responsible

INVENTORIES, APPRAISALS, AND AUDITS. (a) The Agent mayAgent, at the expense of the BorrowersBorrower, may participate in and/or observe, observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the BorrowersBorrower. (b) The Borrowers, at their own expense, Borrower shall cause each store location to have conduct not less than one (1) physical such count and/or inventory in during any Twelve (12) month period, each fiscal year to be undertaken on a generally annual basis, consistent with current practice, while this Agreement is in effect (the scheduling of which counts and/or inventories shall be subject conducted by such inventory takers and shall employ such methodology as is acceptable to the Agent. (b) Following the occurrence of any Suspension Event, the Borrower, upon the Agent's reasonable discretion)request, shall obtain, or shall permit the Agent to obtain (in all events, at the Borrower's expense) physical counts and/or inventories of the Collateral, conducted by such inventory takers as are satisfactory to the Agent and following such methodology as may be satisfactory to required by the Agent. (ic) The Lead Borrower shall provide the Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by the Borrowers) within thirty (30) days following its completion. (ii) The Lead Borrower shall provide the Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory reconciliation undertaken by the Borrowers) to the Borrowers' books and records within thirty (30) days following the completion of such inventory. (iii) Following the occurrence of an Event of Default, the Agent may, in its discretion, cause such additional inventories to be taken as the Agent determines (each at the expense of the Borrowers). (c) Upon the Agent's request from time to time, the Borrowers shall permit the Agent to arrange for Inventory obtain appraisals (at of the Borrower's expense) Inventory, conducted by such appraisers as are satisfactory to the Agent. Prior Provided that no Suspension Event has occurred, the Borrower shall be obligated to the occurrence of any Event of Default reimburse the Agent shall obtain two (2) for not more than an aggregate of $27,500.00 of the fees charged for such appraisals conducted during the period commencing with the execution of this Agreement and ending on January 31, 1999, plus reasonable out of pocket expenses nor more than the aggregate fee cap set by the Agent, in each good faith, for successive twelve (12) month period during periods (February 1 to January 31) thereafter (which this Agreement is in effect (fee cap shall be set by the spacing Agent after surveying the then current fees routinely charged by appraisers satisfactory to the Agent plus reasonable out of the scheduling pocket expenses), written notice of which appraisals fee cap shall be subject provided to the Agent's discretion)Borrower. The AgentIn the event that a Suspension Event has occurred, in its discretion, following the occurrence of an Event of Default, may cause such additional appraisals to be taken as Borrower shall reimburse the Agent determines (each, at for the expense of fees and expenses for each such appraisal without regard to the Borrowers)forgoing fee cap. (d) The Agent contemplates conducting two Four (24) commercial finance audits (in each event, at the Borrowers' Borrower's expense) of the Borrowers' Borrower's books and records during any twelve Twelve (12) monthmonth period during which the within Agreement is in effect, but in its discretion, may undertake additional such audits during such period. The fees and expenses for a routine audit (by which it is meant an audit in connection with which the Borrower has made available appropriate financial information and personnel to facilitate its completion in the ordinary course) for which the Borrower shall be obligated to reimburse the Agent shall not exceed $7,000.00. In the event that a Suspension Event has occurred and/or in the event that the Borrower has not made available

INVENTORIES, APPRAISALS, AND AUDITS. (a) The Agent mayAgent, at the expense of the Borrowers, may participate in and/or observe, observe each physical count and/or physical inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers. (b) The Borrowers, shall cause physical inventories to be undertaken as follows: (ii) Subject to Section 5:5-9(b)(ii), the Borrowers, at their own expense, shall cause each store location to have not less than at least one (1) physical inventory to be undertaken in each fiscal year to be undertaken on a generally annual basis, consistent with current practice, while during which this Agreement is in effect (the scheduling of which inventory shall be subject to the Agent's reasonable discretion), discretion after the occurrence and continuance of any Event of Default) conducted by such inventory takers as are satisfactory to the Agent and following such the Parent and which employs a methodology as consistent with that which had been employed in physical inventories taken prior to November 1, 1999. (iii) The Agent may cause or require additional inventories to be satisfactory to undertaken (in each instance, at the expense of the Borrowers) if an Event of Default or an Availability Trigger Event has occurred and is continuing. (iv) On the Agent. (i) The 's reasonable request from time to time, the Lead Borrower shall provide the Agent with a copy of the preliminary results ("flash report") of each such a physical inventory conducted pursuant to this Section 5:5-9(b) (as well as of any other physical inventory undertaken by any Borrower) within ten (10) days following the Borrowerscompletion of such inventory. (v) The Lead Borrower, within thirty (30) days following its completion. (ii) The Lead Borrower the end of each of the Borrowers' Fiscal years, shall provide the Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory reconciliation undertaken by the Borrowers) ' physical inventories taken during the Fiscal year then just ended and, to the extent not previously so posted, shall post such results to the Borrowers' stock ledger and, as applicable to the Borrowers' other financial books and records within thirty (30) days following the completion of such inventory. (iii) Following the occurrence of an Event of Default, the Agent may, in its discretion, cause such additional inventories to be taken as the Agent determines (each at the expense of the Borrowers). (ca) Upon the Agent's reasonable request from time to time, the Borrowers shall permit the Agent to arrange obtain an appraisal, from time to time, of the Borrowers' Inventory. (vi) Subject to Section 5:5-9(c)(ii) , the Borrowers shall reimburse the Agent for Inventory appraisals (at the Borrower's expense) conducted by such appraisers as are satisfactory to the Agent. Prior 's out-of-pocket cost of up to the occurrence of any Event of Default the Agent shall obtain two four (24) such appraisals in each twelve any Twelve (12) month period during which this Agreement is in effect effect. (vii) If such expense obligation arose while an Event of Default or an Availability Trigger Event has occurred and is continuing, the spacing of Borrowers shall reimburse the scheduling of which appraisals Agent for all such appraisals. (a) The Borrowers shall be subject to reimburse the Agent for the Agent's discretion). The Agent, in its discretion, following the occurrence out-of-pocket cost of an Event of Default, may cause such additional appraisals to be taken as the Agent determines (each, at the expense of the Borrowers). (d) The Agent contemplates conducting two (2) commercial finance audits (at the Borrowers' expense) of the Borrowers' books and records during as follows: (viii) Subject to Section 5:5-9(d)(ii), the Borrowers shall reimburse the Agent for the Agent's out-of-pocket cost of up to four (4) such audits in any twelve Twelve (12) monthmonth period during which this Agreement is in effect. (ix) If such expense obligation arose while an Event of Default or an Availability Trigger Event has occurred and is continuing, the Borrowers shall reimburse the Agent for all such audits. Revolving Credit Lenders, at their respective own expense, may accompany and observe any commercial finance audit of the Borrower's books which the Agent causes to be undertaken.

INVENTORIES, APPRAISALS, AND AUDITS. (a) The Agent mayAdministrative Agent, at the expense of the Borrowers, may participate in and/or observe, observe each physical count and/or physical inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers. (b) The Borrowers, shall cause physical inventories to be undertaken as follows: (i) Subject to Section 6:6-9(b)(ii), the Borrowers, at their own expense, shall cause each store location to have not less than at least one (1) physical inventory to be undertaken in each fiscal year to be undertaken on a generally annual basis, consistent with current practice, while during which this Agreement is in effect (the scheduling of which inventory shall be subject to the Administrative Agent's reasonable discretion), discretion after the occurrence and continuance of any Event of Default) conducted by such inventory takers as are satisfactory to the Administrative Agent and following such the Parent and which employs a methodology as may be satisfactory consistent with that which had been employed in physical inventories taken prior to the AgentNovember 1, 1999. (iii) The Administrative Agent may cause or require additional inventories to be undertaken (in each instance, at the expense of the Borrowers) if an Event of Default or an Availability Trigger Event has occurred and is continuing. (iii) On the Administrative Agent's reasonable request from time to time, the Lead Borrower shall provide the Administrative Agent with a copy of the preliminary results ("flash report") of each such a physical inventory conducted pursuant to this Section 6:6-9(b) (as well as of any other physical inventory undertaken by the Borrowersany Borrower) within thirty ten (30) days following its completion. (ii) The Lead Borrower shall provide the Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory reconciliation undertaken by the Borrowers) to the Borrowers' books and records within thirty (3010) days following the completion of such inventory. (iiiiv) Following The Lead Borrower, within thirty (30) days following the occurrence end of an Event of Default, the Agent may, in its discretion, cause such additional inventories to be taken as the Agent determines (each at the expense of the Borrowers)' Fiscal years, shall provide the Administrative Agent with a reconciliation of the results of the Borrowers' physical inventories taken during the Fiscal year then just ended and, to the extent not previously so posted, shall post such results to the Borrowers' stock ledger and, as applicable to the Borrowers' other financial books and records. (c) Upon the Administrative Agent's reasonable request from time to time, the Borrowers shall permit the Administrative Agent to arrange obtain an appraisal, from time to time, of the Borrowers' Inventory. (i) Subject to Section 6:6-9(c)(ii) , the Borrowers shall reimburse the Administrative Agent for Inventory appraisals the Administrative Agent's out-of-pocket cost of up to four (at the Borrower's expense4) conducted by such appraisers as are satisfactory to the Agent. Prior to the occurrence of any Event of Default the Agent shall obtain two (2) appraisals in each twelve any Twelve (12) month period during which this Agreement is in effect effect. (the spacing of the scheduling of which appraisals shall be subject to the Agent's discretion). The Agent, in its discretion, following the occurrence of ii) If such expense obligation arose while an Event of DefaultDefault or an Availability Trigger Event has occurred and is continuing, may cause the Borrowers shall reimburse the Administrative Agent for all such additional appraisals to be taken as the Agent determines (each, at the expense of the Borrowers)appraisals. (d) Upon the Administrative Agent's reasonable request from time to time, the Borrowers shall permit the Administrative Agent to obtain an appraisal, from time to time, of the Borrowers' leasehold interests and of real estate owned by any Borrower or by any Borrower's Subsidiary. (i) Subject to Section 6:6-9(d)(ii), the Borrowers shall reimburse the Administrative Agent for the Administrative Agent's out-of-pocket cost of one such appraisal of each such leasehold and parcel of owned real estate in any Twelve (12) month period during which this Agreement is in effect. (ii) If such expense obligation arose while an Event of Default or an Availability Trigger Event has occurred and is continuing, the Borrowers shall reimburse the Administrative Agent for all such appraisals. (e) The Borrowers shall reimburse the Administrative Agent contemplates conducting two (2) for the Administrative Agent's out-of-pocket cost of commercial finance audits (at the Borrowers' expense) of the Borrowers' books and records during as follows: (i) Subject to Section 6:6-9(e)(ii), the Borrowers shall reimburse the Administrative Agent for the Administrative Agent's out-of-pocket cost of up to four (4) such audits in any twelve Twelve (12) monthmonth period during which this Agreement is in effect. (ii) If such expense obligation arose while an Event of Default or an Availability Trigger Event has occurred and is continuing, the Borrowers shall reimburse the Administrative Agent for all such audits. Revolving Credit Lenders, at their respective own expense, may accompany and observe any commercial finance audit of the Borrower's books which the Administrative Agent causes to be undertaken.

INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent mayand each Lender, at the expense of the BorrowersBorrower, may participate in and/or observe, observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the BorrowersBorrower. (b) The BorrowersBorrower, at their its own expense, shall cause each store location to have not less than at least one (1), and on average, two (2) physical inventory in each fiscal year inventories to be undertaken on a generally annual basis, consistent with current practice, while cycle count basis in each twelve (12) month period during which this Agreement is in effect (the spacing of the scheduling of which inventories shall be subject to the Administrative Agent's reasonable discretion), ) conducted by such inventory takers as are satisfactory to the Administrative Agent and following such methodology as may be satisfactory to the Administrative Agent. (i) The Lead On the Administrative Agent's request, the Borrower shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by the BorrowersBorrower) within thirty ten (3010) days following its completionthe completion of such inventory. (ii) The Lead On the Administrative Agent's request, the Borrower shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory reconciliation undertaken by the BorrowersBorrower) to the Borrowers' Borrower's books and records within thirty (30) days following the completion of such inventory. (iii) Following the occurrence of an Event of Default, the Agent mayThe Administrative Agent, in its discretion, following the occurrence of a Suspension Event, may cause such additional inventories to be taken as the Administrative Agent determines (each each, at the expense of the BorrowersBorrower). (c) Upon the Administrative Agent's request from time to time, the Borrowers Borrower shall permit the Administrative Agent to arrange for Inventory obtain appraisals (in all events, at the Borrower's expense) conducted by such appraisers as are satisfactory to the AgentAdministrative Agent . Prior to the occurrence of any Event of Default the (d) The Administrative Agent shall obtain two contemplates conducting Four (24) appraisals commercial finance audits (in each twelve event, at the Borrower's expense) of the Borrower's books and records during any Twelve (12) month period during which this Agreement is in effect (the spacing of the scheduling of which appraisals shall be subject to the Agent's discretion). The Agenteffect, but in its discretion, following the occurrence of an Event of Default, may cause undertake additional such additional appraisals audits during such period. (e) The Administrative Agent from time to be taken as the Agent determines time (eachin all events, at the expense Borrower's expense) may undertake "mystery shopping" (so-called) visits to all or any of the Borrowers)Borrower's business premises. (d) The Administrative Agent contemplates conducting two (2) commercial finance audits (at shall provide the Borrowers' expense) Borrower with a copy of the Borrowers' books and records during any twelve (12) monthnon-company confidential results of such mystery shopping.

INVENTORIES, APPRAISALS, AND AUDITS. (a) The Agent mayand each Lender, at the expense of the Borrowers, participate in and/or may observe, at the Parent's distribution facility, each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers. (b) The BorrowersBorrower, at their its own expense, shall cause each store location to have not less than at least one (1) full physical inventory (which physical inventory shall, on a cumulative basis, cover all of Borrower's store locations in each fiscal year the United States) to be undertaken on a generally annual basis, consistent with current practice, while in each twelve (12) month period during which this Agreement is in effect (the spacing of the scheduling of which inventories shall be subject satisfactory to the Agent's reasonable discretion), Agent in all respects) conducted by such inventory takers as are reasonably satisfactory to the Agent and following such methodology as may reasonably be satisfactory to the Agent. (i) The Lead Borrower shall provide the Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by the Borrowers) within thirty (30) days following its completion. (ii) The Lead Borrower shall provide the Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory reconciliation undertaken by the Borrowers) to the Borrowers' books and records within thirty (30) days following the completion end of the calendar month during which such inventoryinventory was completed. (iiiii) Following The Agent, in its discretion, following the occurrence of an Event of Default, the Agent may, in its discretion, may cause such additional inventories to be taken as the Agent determines (each each, at the expense of the Borrowers). (c) Upon the Agent's reasonable request from time to time, the Borrowers shall permit the Agent to arrange for obtain Inventory appraisals (in all events, at the Borrower's Borrowers' expense) conducted by such appraisers as are satisfactory to the Agent. Prior to the occurrence of any Event of Default the Agent shall obtain two (2) appraisals 2)appraisals in each twelve (12) month period during which this Agreement is in effect (the spacing of the scheduling of which appraisals shall be subject to the Agent's discretion). The Agent, in its discretion, following the occurrence of an Event of Default, may cause such additional appraisals to be taken as the Agent determines (each, at the expense of the Borrowers). (d) The Upon the Agent's reasonable request from time to time, the Borrowers shall permit the Agent contemplates conducting two to obtain Real Estate appraisals on the Eligible Real Estate conducted by such appraisers as are reasonably satisfactory to the Agent. Prior to the occurrence of any Event of Default the Borrower shall not be required to pay for more than (21)appraisal in each eighteen (18) commercial finance audits month period during which this Agreement is in effect (the spacing of the scheduling of which appraisals shall be subject to the Agent's discretion), provided, however the Agent may require additional appraisals at any time at the Borrowers' expense) expense of the Agent and the Lenders. The Agent, in its discretion, may cause such additional appraisals to be taken as the Agent determines (each, at the expense of the Borrowers' books and records during ), at any twelve time (12i) monthif Collateral Availability falls