Common use of Inventory Taking Clause in Contracts

Inventory Taking. The Merchant and the Agent shall use best efforts to cause to be taken a SKU and retail physical inventory of the Merchandise located in the Stores (the “Inventory Taking”), subject to the availability of the Inventory Taking Service (defined below) which Inventory Taking shall be completed in all of the Stores no later than 10 days after the Sale Commencement Date (the “Inventory Completion Date,” the date of the Inventory Taking at each Store being the “Inventory Date” for each such Store). The Merchant and the Agent shall jointly employ a mutually acceptable independent inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking. The Inventory Taking shall be conducted in accordance with the procedures and instructions attached hereto as Exhibit 5.4 (the “Inventory Taking Instructions”). The Merchant and the Agent may each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree that during the conduct of the Inventory Taking in each of the Stores, the applicable Stores shall be closed to the public and no sales or other transactions shall be conducted. The Merchant and the Agent agree to cooperate with each other to conduct the Inventory Taking commencing at a time that would minimize the number of hours that such locations would be closed for business.

Inventory Taking. The As soon as practicable following the Sale Commencement Date, but in no event later than ( ) days after the Sale Commencement Date, Merchant and the Agent shall use best efforts to cause to be taken a UPC/SKU and retail physical inventory of the Merchandise located in the Stores taking (the “Inventory Taking”), subject to the availability of the Inventory Taking Service (defined below) which Inventory Taking shall be completed in all of the Stores no later than 10 days after the Sale Commencement Date (the “Inventory Completion Date,” the date of the Inventory Taking at each Store being the “Inventory Date” for each such Store). The Merchant and the Agent shall jointly employ a mutually acceptable independent inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking. The Inventory Taking shall be conducted in accordance with the procedures and instructions attached hereto as Exhibit 5.4 5.1(a)(i) (the “Inventory Taking Instructions”). The Agent shall be responsible for fifty percent (50%) of the fees and expenses of the Inventory Taking Service, plus 100% of the payroll and benefits, subject to the Benefits Cap, for Retained Employees used during the Inventory Taking as an Expense hereunder and Merchant shall pay the remaining fifty percent (50%) of the fees and expenses of the Inventory Taking Service. Except for the Inventory Taking costs payable to the Inventory Taking Service, Merchant and Agent shall each bear its respective costs and expenses relative to the Inventory Taking. Merchant, Agent and the Lender may each have representatives present during the Inventory Taking, Taking and each shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service. Merchant agrees that, provided that senior representatives of the Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree that during the conduct of the Inventory Taking in each of the Closing Stores, the applicable Stores Store shall be closed to the public public, and no sales or other transactions shall be conducted. The Merchant and the Agent further agree that until the Inventory Taking in each particular Store is completed, neither Merchant nor the Agent shall: (i) transfer any Merchandise to or from that Store, (ii) move Merchandise within or about the Closing Stores, and/or (iii) remove any hang tags, price tickets, or inventory control tags affixed to any Merchandise. Xxxxxxxx and Agent agree to cooperate with each other to conduct the Inventory Taking commencing at a time that would minimize the number of hours that such locations would be closed for business. On a weekly basis, as part of the Weekly Sale Reconciliations, Merchant and Agent shall count and reconcile all shipments and receipts of Distribution Center Merchandise and On-Order Merchandise in the Closing Stores in accordance with the procedures to be agreed upon between Merchant and Agent prior to the Sale Commencement Date; provided, however, that the aggregate Cost Value of such Merchandise shall be included for purposes of calculating the Guaranteed Amount.

Inventory Taking. The Merchant Commencing as of the Closing Date, Buyer and the Agent Sellers shall use best efforts to cause to be taken a SKU Cost Value and retail Retail Value physical inventory of the Merchandise located in the Stores (the “Inventory Taking”), subject to the availability ) of the Inventory Taking Service (defined below) located in the Acquired Stores, which Inventory Taking shall be completed in all within fifteen (15) days of the Stores no later than 10 days after the Sale Commencement Closing Date (the “Inventory Completion Date,” ”, and the date of the Inventory Taking at each Store Inventoried Location being the “Inventory Date” for each such Store”). The Merchant Sellers and the Agent Buyer shall jointly employ a RGIS or another mutually acceptable independent inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking. The Prior to the Closing Date, Buyer and Seller shall agree upon the appropriate Inventory Taking shall be conducted in accordance with Schedule. Buyer and Seller have agreed upon the procedures and instructions for the conduct of the Inventory Taking, which are attached hereto as Exhibit 5.4 B (the “Inventory Taking Instructions”). The Merchant Buyer and Sellers shall each be responsible for 50% of the Agent may fees and expenses of the Inventory Taking Service. Except as provided in the immediately preceding sentence, Buyer and Sellers shall each bear their respective costs and expenses relative to the Inventory Taking. Buyer and Sellers shall each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree that during the conduct of the Inventory Taking in each of the Stores, the applicable Stores shall be closed to the public and no sales or other transactions shall be conducted. The Merchant and the Agent agree to cooperate with each other to conduct the Inventory Taking commencing at a time that would minimize the number of hours that such locations would be closed for business.

Inventory Taking. The (a) To determine the aggregate Cost Value of the Merchandise located in the Stores, commencing on the Sale Commencement Date, Merchant and the Agent shall use best efforts to cause to be taken a SKU level and retail Retail Price level physical inventory of the Merchandise located in the Stores (the “Stores, which Inventory Taking”), subject to the availability of the Inventory Taking Service (defined below) which Inventory Taking Service, shall be completed in all each of the Stores no later than 10 twenty-one (21) days after the Sale Commencement Date (the “Inventory Completion Date,” ”, and the date of the Inventory Taking at each Store being the “Inventory Date” for each such Store). The Merchant and the Agent shall jointly employ a RGIS and/or another mutually acceptable independent inventory taking service (the “Inventory Taking Service”) in consultation with GECC to conduct the Inventory Taking. The Inventory Taking shall be conducted in accordance with the procedures and instructions attached hereto as set forth in Exhibit 5.4 5.1(a) (the “Inventory Taking Instructions”). The Merchant Merchant, Agent, and the Agent may at its election, GECC, shall each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the . Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree that during the conduct of the Inventory Taking in each of the Stores, the applicable Stores shall be closed to the public and no sales or other transactions shall be conducted. The Merchant and the Agent agree to cooperate with each other to conduct the Inventory Taking commencing at a time that would minimize the number of hours that such locations would be closed for business.

Inventory Taking. The Merchant As soon as practicable after the Sale ---------------- Commencement Date, the Purchaser and the Agent Debtors shall use best efforts to cause to be taken jointly take a retail and SKU and retail physical inventory of the Merchandise Saleable Inventory located at each Store and Warehouse in accordance with the Stores inventory procedures set forth on Exhibit 2.4 hereto to ----------- obtain the cost of the Saleable Inventory located thereat (the “"Inventory --------- Taking”), subject to the availability of the Inventory Taking Service ") (defined below) which Inventory Taking shall be completed in all of the Stores no later than 10 days after the Sale Commencement Date (the “Inventory Completion Date,” the date of the Inventory Taking at each Store or Warehouse being the “"Inventory Date” " for each such StoreStore or Warehouse). The Merchant Purchaser and the Agent Debtors shall -------------- jointly employ a RGIS or another mutually acceptable independent inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking. The Purchaser and the Debtors shall each be responsible for 50% of the costs and fees of such inventory taking service. Except as provided in the immediately preceding sentence, the Purchaser and the Debtors shall each bear their respective costs and expenses relative to the Inventory Taking. Once the Inventory Taking shall be conducted commences in accordance with any Store or Warehouse and until the procedures and instructions attached hereto as Exhibit 5.4 (completion of the “Inventory Taking Instructions”)in such Store or Warehouse, neither Debtors nor Purchaser shall enter such Store or Warehouse without each having a representative present; provided, however, that until the completion of the Inventory Taking, Debtors and Purchaser shall each be entitled to enter any Store or Warehouse at any time after providing notice to the other party in the event of an emergency at such Store or Warehouse. Following the completion of the Inventory Taking in each Store or Warehouse, Debtors shall not enter any Store or Warehouse, except (i) during ordinary Store/Warehouse hours upon notice to the managers of such Store or Warehouse, or (ii) after providing notice to Purchaser in the event of an emergency at such Store or Warehouse. The Merchant Purchaser and the Agent may Debtors shall each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Storesinventory taking service. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to During the Inventory Taking, Purchaser and the Debtors shall work in good faith to agree on the Defective Merchandise Amount. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent parties agree that during the conduct of the Inventory Taking in at each of the Stores, the applicable Stores Store such Store shall be closed to the public and no sales or other transactions shall be conducted. The Merchant and the Agent agree to cooperate with each other to conduct the Inventory Taking commencing at a time that would minimize the number of hours that such locations would be closed for business.

Inventory Taking. The As soon as practicable following the Sale Commencement Date, but in no event later than ( ) days after the Sale Commencement Date, Merchant and the Agent shall use best efforts to cause to be taken a UPC/SKU and retail physical inventory of the Merchandise located in the Stores taking (the “Inventory Taking”), subject to the availability of the Inventory Taking Service (defined below) which Inventory Taking shall be completed in all of the Stores no later than 10 days after the Sale Commencement Date (the “Inventory Completion Date,” the date of the Inventory Taking at each Store being the “Inventory Date” for each such Store). The Merchant and the Agent shall jointly employ a mutually acceptable independent inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking. The Inventory Taking shall be conducted in accordance with the procedures and instructions attached hereto as Exhibit 5.4 5.1(a)(i) (the “Inventory Taking Instructions”). The Agent shall be responsible for fifty percent (50%) of the fees and expenses of the Inventory Taking Service, plus 100% of the payroll and benefits, subject to the Benefits Cap, for Retained Employees used during the Inventory Taking as an Expense hereunder and Merchant shall pay the remaining fifty percent (50%) of the fees and expenses of the Inventory Taking Service. Except for the Inventory Taking costs payable to the Inventory Taking Service, Merchant and Agent shall each bear its respective costs and expenses relative to the Inventory Taking. Merchant, Agent and the Lender may each have representatives present during the Inventory Taking, Taking and each shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service. Merchant agrees that, provided that senior representatives of the Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree that during the conduct of the Inventory Taking in each of the Closing Stores, the applicable Stores Store shall be closed to the public public, and no sales or other transactions shall be conducted. The Merchant and the Agent further agree that until the Inventory Taking in each particular Store is completed, neither Merchant nor the Agent shall: (i) transfer any Merchandise to or from that Store, (ii) move Merchandise within or about the Closing Stores, and/or (iii) remove any hang tags, price tickets, or inventory control tags affixed to any Merchandise. Merchant and Agent agree to cooperate with each other to conduct the Inventory Taking commencing at a time that would minimize the number of hours that such locations would be closed for business. On a weekly basis, as part of the Weekly Sale Reconciliations, Merchant and Agent shall count and reconcile all shipments and receipts of Distribution Center Merchandise and On-Order Merchandise in the Closing Stores in accordance with the procedures to be agreed upon between Merchant and Agent prior to the Sale Commencement Date; provided, however, that the aggregate Cost Value of such Merchandise shall be included for purposes of calculating the Guaranteed Amount.

Inventory Taking. The Merchant and the Agent shall use best efforts to cause to be taken a SKU and retail "Retail Price" physical inventory of the Merchandise located in the Stores (the “"Inventory Taking”"), subject to the availability of the Inventory Taking Service (defined below) which Inventory Taking shall be completed in all of the Stores pursuant to a schedule mutually agreed upon between Merchant and Agent, but in no later than 10 ten (10) days after the Sale Commencement Date (the “"Inventory Completion Date,” "), and the date of the Inventory Taking at each Store being the “"Inventory Date” " for each such Store). The Merchant and the Agent shall jointly employ a RGIS or another mutually acceptable independent inventory taking service (the “"Inventory Taking Service”") to conduct the Inventory Taking. The Inventory Taking shall be conducted in accordance with the procedures and instructions attached hereto as Exhibit 5.4 3.4, including a requirement that senior representatives of Merchant and Agent shall be personally present at the Inventory Taking at the first Stores as mutually agreed to by the Agent and Merchant in order to establish the standards for the Inventory Taking in the remaining Stores (the “"Inventory Taking Instructions”"). The Agent shall be responsible for fifty percent (50%) of the fees and expenses of the Inventory Taking Service. Except for the Inventory Taking costs payable to RGIS or other third party, Merchant and Agent shall each bear their respective costs and expenses relative to the Inventory Taking. Merchant and Agent may each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the . Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree agrees that during the conduct of the Inventory Taking in each of the Stores, the applicable Stores shall be closed to the public and no sales or other transactions shall be conducted. The Merchant and the Agent agree to cooperate with each other to conduct the Inventory Taking commencing at a time that would minimize the number of hours that such locations would be closed for business.

Inventory Taking. The (a) Commencing on the Sale Commencement Date, Merchant and the Agent shall use best efforts to cause to be taken a SKU and retail level physical inventory of the Merchandise located in the Closing Stores (collectively, the “Inventory Taking”), subject to the availability of the Inventory Taking Service (defined below) which Inventory Taking shall be completed in all each of the Closing Stores and the Distribution Centers no later than 10 fifteen (15) days after the Sale Commencement Date (the “Inventory Completion Date,” ”, and the date of the Inventory Taking at each Closing Store being the “Inventory Date” for each such Closing Store). The Merchant and the Agent shall jointly employ a RGIS or another mutually acceptable independent inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking, or if Merchant and Agent mutually agree, shall jointly conduct the Inventory Taking without utilizing a third party inventory taking service. The Inventory Taking shall be conducted in accordance with the procedures and instructions attached hereto to be mutually agreed by Merchant and Agent and made a part of this Agreement as Exhibit 5.4 5.1(a) (the “Inventory Taking Instructions”). As an Expense, Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service, if such service is utilized. The balance of such fees and expenses, if applicable, shall be paid by Merchant. In the event that no third party Inventory Taking Service is utilized, then each of Merchant and Agent shall bear their respective expenses incurred in the Inventory Taking. Except as provided in the immediately preceding sentence as concerns allocation of the costs of the Inventory Taking Service, Merchant and Agent may shall each bear their respective costs and expenses relative to the Inventory Taking. Merchant, Agent and Lender shall each have the right to have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the . Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree agrees that during the conduct of the Inventory Taking in each of the Closing Stores, the applicable Stores Closing Store shall be closed to the public and no sales or other transactions shall be conductedconducted until the Inventory Taking has been completed, as agreed by Merchant and Agent. Merchant and Agent further agree that until the Inventory Taking in each particular Closing Store is completed, Agent shall not (i) transfer any Merchandise to or from that Closing Store, (ii) deliver any Additional Agent Merchandise to such Closing Store, and/or (iii) move Merchandise within or about the Closing Stores and/or (iv) remove any Merchant hang tags, price tickets, or inventory control tags affixed to any Merchandise. The Inventory Taking, including, but not limited to, the determination of the aggregate Cost Value of the Merchandise, shall be reconciled by Merchant and Agent within ten (10) days after its completion, and the Agent agree and Merchant shall use their reasonable best efforts to cooperate accomplish such reconciliation within such ten (10) day period; provided, further, that the Final Inventory Report shall be completed not later than thirty (30) days after the Sale Commencement Date. In the event there is any dispute with each other respect to conduct the reconciliation of the aggregate Cost Value of the Merchandise following completion of the Inventory Taking commencing Taking, then any such dispute shall be resolved in the manner and at a time that would minimize the number of hours that such locations would be closed for businesstimes set forth in Section 8.7(b)(ii) hereof.

Inventory Taking. The (a) Commencing on the Sale Commencement Date, Merchant and the Agent shall use best commercially reasonable efforts to cause to be taken a SKU and retail level Retail Price physical inventory of the Merchandise located in the Stores (collectively, the “Inventory Taking”), subject to the availability of the Inventory Taking Service (defined below) which Inventory Taking shall be completed in all each of the Stores no later than 10 days after the Sale Commencement Date as soon as practicable (the “Inventory Completion Date,” the date of the Inventory Taking at each Store being the “Inventory Date” for each such Store), but in any event no later than fourteen (14) days after the Sale Commencement Date (subject to the availability of the Inventory Taking Service). The Merchant and the Agent shall jointly employ a RGIS or other mutually acceptable independent agreed upon national inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking. The Inventory Taking shall be conducted in accordance with the customary procedures and instructions attached hereto as Exhibit 5.4 instructions, which shall be reasonably satisfactory to Agent and Merchant (the “Inventory Taking Instructions”). The As an Expense, in accordance with Section 4.1, Agent shall be responsible for fifty percent (50%) of cost of the Inventory Taking Service. Merchant shall be responsible for fifty percent (50%) of cost of the Inventory Taking Service. Except as provided in the immediately preceding two sentences and in Section 4.1, Merchant and Agent shall each bear their respective costs and expenses relative to the Inventory Taking; provided that, in accordance with Section 4.1, Agent shall be obligated to pay fifty percent (50%) of the payroll and related benefit costs (subject to the Benefits Cap) for Retained Employees used during the Inventory Taking, and Merchant shall pay the remaining fifty percent (50%) of the payroll and related benefit costs for Retained Employees used during the Inventory Taking. Merchant, the Administrative Agent, Purchaser and JV Agent may each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the . Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree agrees that during the conduct of the Inventory Taking in each of the StoresTaking, the applicable Stores Store shall be closed to the public public, and no sales or other transactions shall be conductedconducted within the applicable Store. The Inventory Taking shall not take place on Saturdays, Sundays and federal holidays. Merchant and Agent further agree that until the Inventory Taking in a particular Store is completed, neither Merchant nor Agent agree shall: (i) move Merchandise within or about the Store so as to make any such items unavailable for counting as part of the Inventory Taking; (ii) remove or add any hang tags, price tickets, inventory control tags affixed to any Merchandise or any other kind of in-store pricing signage within the Store; (iii) transfer any Merchandise to or from that Store (other than Distribution Center Merchandise or On-Order Merchandise, which, in each case, is distinctly tagged or otherwise marked as such or recorded in Agent’s transfer log); or (iv) deliver any Additional Agent Merchandise to such Store (unless distinctly tagged or otherwise marked as such or recorded in Agent’s transfer log). Merchant agrees to cooperate with each other Agent to conduct the Inventory Taking commencing (including without limitation by making available to Agent information relating to sales, units, costs, Retail Price, and making available to Agent Merchant’s books, records, work papers and personnel to the extent reasonably necessary to calculate the Retail Price of the Merchandise). Each Store will be closed during the Inventory Taking; provided, however, that the parties agree that the Inventory Taking will commence at a time that would will minimize the number of hours that such locations would the Stores will be closed for business. The Inventory Taking, including, but not limited to the Final Inventory Report, shall be reviewed, reconciled, and mutually verified by the Merchant, JV Agent and Purchaser in writing as soon as practicable following the Inventory Taking.

Inventory Taking. The (a) Commencing on the Sale Commencement Date, Merchant and the Agent shall use best efforts to cause to be taken a SKU Cost Value and retail Retail Value physical inventory of the Merchandise located in the Stores and in Merchant's warehouse/distribution centers in Auburn, MA, Secaucus, NJ and Landover, MD, (collectively, the “Inventory Taking”), subject to the availability of the Inventory Taking Service (defined below) which Inventory Taking shall be completed in all each of the Stores Stores, and with respect to Merchandise located in Merchant’s warehouse/distribution centers prior to Merchandise being transferred to the Stores, in each case as soon as practicable (but absent extraordinary circumstances no later than 10 20 days after following the Sale Commencement Date Date) (the “Inventory Completion Date,” the date of the Inventory Taking at each Store and at each of Merchant’s warehouse/distribution centers being the “Inventory Date” for each such Store/warehouse/distribution center). The Merchandise that is in-transit as of the Inventory Date shall be subject to a supplemental Inventory Taking at the distribution center where such in-transit Merchandise is delivered prior to shipment to the Stores. Merchant and the Agent shall jointly employ a RGIS or other mutually acceptable independent agreed upon national inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking. The Inventory Taking shall be conducted in accordance with the procedures and instructions attached hereto as set forth on Exhibit 5.4 5.1(a) (the “Inventory Taking Instructions”). The As an Expense, Agent shall be responsible for fifty percent (50%) of the fees and expenses of the Inventory Taking Service plus one hundred percent (100%) of the payroll and related benefits for Retained Employees utilized in the conduct of the Inventory Taking. Merchant shall be responsible for fifty percent (50%) of the fees and expenses of the Inventory Taking Service. Except as provided in the immediately preceding two sentences, Merchant and Agent shall each bear their respective costs and expenses relative to the Inventory Taking. Xxxxxxxx, Xxxxxx, and Agent may each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the . Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree agrees that during the conduct of the Inventory Taking in each of the StoresTaking, the applicable Stores Store shall be closed to the public public, and no sales or other transactions shall be conductedconducted within the applicable Store. The Merchant and the Agent further agree to cooperate with each other to conduct that until the Inventory Taking commencing at in a time that would minimize particular Store is completed, neither Merchant nor Agent shall: (i) move Merchandise within or about the number Store so as to make any such items unavailable for counting as part of hours that such locations would be closed for business.the Inventory Taking; or

Inventory Taking. The Merchant and the Agent shall use best efforts to cause to be taken a SKU and retail physical or “scan” price inventory of the Merchandise located in and an audit of the Stores Ticketed Price of the Merchandise (the “Inventory Taking”), subject to ) commencing at the availability close of the Inventory Taking Service (defined below) which Inventory Taking shall be completed in all business at each of the Stores no later than 10 days after the Sale Commencement Date on a date mutually agreed upon by Agent and Merchant (the “Inventory Completion Date,” the date of the Inventory Taking at each Store being the “Inventory Date” for each such Store). The Merchant and the Agent shall jointly employ a RGIS, WIS or another mutually acceptable independent inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking. The Inventory Taking Agent shall be conducted responsible for 50% of the costs and fees of the inventory taking service as an Expense hereunder, and the balance of such costs and fees shall be paid by Merchant, provided, however, that Merchant shall not be responsible for out-of-pocket costs (which costs shall be treated as an Expense hereunder) incurred by Agent in accordance connection with the procedures and instructions attached hereto presence of Agent’s employees or representatives at the Inventory Taking. Except as Exhibit 5.4 (provided in the “Inventory Taking Instructions”). The immediately preceding sentence, Merchant and Agent shall bear their respective costs and expenses relative to the Inventory Taking. Merchant and Agent may shall each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the inventory taking service. Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree agrees that during the conduct of the Inventory Taking in at each of the Stores, the applicable Stores Store such Store shall be closed to the public and no sales or other transactions shall be conducted. The Merchant and procedures to be used in the Agent agree to cooperate with each other to conduct of the Inventory Taking and its verifications are set forth on Exhibit 5.1 attached hereto. In order to facilitate the Inventory Taking, Merchant agrees to make its SKU data files and related computer hardware and software available to Agent and the inventory taking service commencing prior to the Inventory Date. In connection with the Inventory Taking, but prior to the final verification thereof, Agent and Merchant shall perform an audit of the Ticketed Price by comparing a sample of SKU selling prices of items of Merchandise ascertained from the Inventory Taking with the actual prices at a time that would minimize which such items of Merchandise were offered to the number public at the Stores as of hours that the Inventory Date. The procedures for this audit shall be agreed upon between Merchant and Agent in good faith. If the SKU selling price is greater than the actual price at which items of Merchandise were offered to the public as of the Inventory Date, Merchant and Agent shall agree on an adjustment to the Cost Price to account for such locations would be closed for businessdiscrepancy in good faith.

Inventory Taking. The As soon as practicable following the Sale Commencement Date, but in no event later than seven (7) days after the Sale Commencement Date, Merchant and the Agent shall use best efforts to cause to be taken a SKU and retail physical inventory of the Merchandise located in taking at the Stores (the “Inventory Taking”), subject to the availability of the Inventory Taking Service (defined below) which Inventory Taking shall be completed in all of the Stores no later than 10 days after the Sale Commencement Date (the “Inventory Completion Date,” the date of the Inventory Taking at each Store being the “Inventory Date” for each such Store). The Merchant and the Agent shall jointly employ a mutually acceptable independent inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking. The Inventory Taking shall be conducted in accordance with the procedures and instructions attached hereto as Exhibit 5.4 to be agreed upon by Agent and Merchant (the “Inventory Taking Instructions”). The Agent shall be responsible for fifty percent (50%) of the fees and expenses of the Inventory Taking Service plus 50% of the payroll and benefits subject to the Benefits Cap for Retained Employees used during the Inventory Taking as an Expense hereunder and Merchant shall pay the remaining fifty percent (50%) of the fees and expenses of the Inventory Taking Service and the balance of the payroll and benefits for Retained Employees used during the Inventory Taking. Except for the Inventory Taking costs payable to the Inventory Taking Service, Merchant and Agent shall each bear its respective costs and expenses relative to the Inventory Taking. Merchant and Agent may each have representatives present during the Inventory Taking, Taking and each shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service. Merchant agrees that, provided that senior representatives of the Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree that during the conduct of the Inventory Taking in each of the Stores, the applicable Stores Store shall be closed to the public public, and no sales or other transactions shall be conducted. The Merchant and Agent further agree that until the Inventory Taking in each particular Store is completed, neither Merchant nor Agent shall: (i) other than with respect to sales of Merchandise in the ordinary course as part of the Sale at the Stores, transfer any Merchandise to or from that Store, (ii) move Merchandise within or about the Stores so as to make any such items unavailable for counting as part of the Inventory Taking, and/or (iii) remove any hang tags, price tickets, or inventory control tags affixed to any Merchandise. Merchant and Agent agree to cooperate with each other to conduct the Inventory Taking commencing at a time that would minimize the number of hours that such locations would be closed for business.

Inventory Taking. The Merchant and Subject to the Agent shall provisions of this paragraph, the parties have agreed to use best efforts the current book value of inventory as of the Sale Commencement Date, to cause to be taken a SKU and retail physical inventory determine the aggregate Retail Value of the Merchandise located in the Stores (on the “Inventory Taking”)Sale Commencement Date in accordance with this Agreement. In order to test the validity of the aggregate Retail Value of the Merchandise as reflected on Merchant’s current books and records, subject to the availability of the Inventory Taking Service (defined below) which and the agreement of Merchant and Agent as to the schedule of the Inventory Taking shall be completed in all of at the Stores no later than 10 Test Stores, on or within ten (10) business days after the Sale Commencement Date (the “Inventory Completion Date,”), Merchant and Agent shall cause to be taken an SKU physical inventory and retail inventory (the “Inventory Taking”) of the Merchandise located in 30 of the Stores, each with a representative sampling of Merchandise located in each district (each a “Test Store” and collectively, the “Test Stores”), which Test Stores shall be jointly selected by Merchant and Agent. (The date of the Inventory Taking at each Test Store being shall be referred to as the “Inventory Date” for each such Test Store). The Merchant and the Agent shall jointly employ a RGIS or another mutually acceptable independent inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking (and, if applicable, the Additional Inventory Taking. The Inventory Taking shall be conducted , as defined below) in accordance with procedures set forth on Exhibit 5.1 annexed hereto. Agent shall be responsible as a Sale Expense hereunder for fifty percent (50%) of the procedures fees and instructions attached hereto as Exhibit 5.4 (expenses of the “Inventory Taking Instructions”)Service. The Except for the Inventory Taking costs payable to the Inventory Taking Service, Merchant and Agent shall each bear their respective costs and expenses relative to the Inventory Taking. Merchant and Agent may each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the . Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree agrees that during the conduct of the Inventory Taking in each of the Stores, the applicable Stores shall be closed to the public and no sales or other transactions shall be conducted. The Merchant and the Agent further agree to cooperate with each other to conduct that until the Inventory Taking commencing at a time that would minimize the number of hours that such locations would be closed for business.in each particular Store is completed, neither Merchant nor Agent shall:

Inventory Taking. The Merchant and (a) Subject to the provisions of this paragraph, the parties have agreed to use the average landed cost of inventory as reflected in the master inventory file(s) provided to Agent shall use best efforts on [ ], 2011 (the “Perpetual Inventory File”) to cause to be taken a SKU and retail physical inventory determine the aggregate Cost Value of the Merchandise located in the Stores on the Sale Commencement Date and the Distribution Center Inventory (to the “Inventory Taking”extent included in the Sale). In order to test the validity of the aggregate Cost Value of the Merchandise as reflected on Merchant’s current books and records, subject to the availability of the Inventory Taking Service Service, on or within ten (defined below10) which Inventory Taking shall be completed in all of the Stores no later than 10 days after the Sale Commencement Date (the “Inventory Completion Date,” ”), Merchant and Agent shall cause to be taken an SKU and Retail Price physical inventory (the “Inventory Taking”) of the Merchandise located in the Stores and the Distribution Center Inventory (to the extent included in the Sale). (The date of the Inventory Taking at each Store being shall be referred to as the “Inventory Date” for each such Store). The Merchant and the Agent shall jointly employ a RGIS, LLC or another mutually acceptable independent inventory taking service (the “Inventory Taking Service”) ), in consultation with GECC, to conduct the Inventory Taking. The Inventory Taking shall be conducted in accordance with the procedures set forth on Exhibit 5.1 annexed hereto. Merchant, Agent, and instructions attached hereto as Exhibit 5.4 (the “Inventory Taking Instructions”). The Merchant and the Agent may at its election, GECC, shall each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the . Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree that during the conduct of the Inventory Taking in each of the Stores, the applicable Stores shall be closed to the public and no sales or other transactions shall be conducted. The Merchant and the Agent agree to cooperate with each other to conduct the Inventory Taking commencing at a time that would minimize the number of hours that such locations would be closed for business.

Inventory Taking. The (a) As soon as practicable following the Sale Commencement Date, but in no event later than ten (10) days after the Sale Commencement Date, Merchant and the Agent shall use best efforts to cause to be taken a SKU stock-keeping unit (“SKU”) and retail physical inventory of the Merchandise located in taking at the Stores (the “Inventory Taking”), subject provided, however, that with respect to the availability Current Stores only, the parties may (in their respective sole discretion) elect by mutual agreement prior to the Sale Commencement Date to count only a smaller sample of the Inventory Taking Service (defined below) which Current Stores and agree on customary procedures to extrapolate those findings to the remaining Current Stores. The Inventory Taking shall be completed in all of the Stores no later than 10 days after the Sale Commencement Date (the “Inventory Completion Date,” the date of the Inventory Taking at each Store being the “Inventory Date” for each such Store). The conducted by Merchant and the Agent shall jointly employ a mutually acceptable independent only without using any third party inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Takingservice. The Inventory Taking shall be conducted in accordance with the procedures and instructions attached hereto as Exhibit 5.4 3.5(a) (the “Inventory Taking Instructions”). The Merchant and the Agent may each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for fifty percent (50% %) of the fees payroll and expenses of benefits, subject to the Benefits Cap, for Retained Employees used during the Inventory Taking Service as an Expense hereunder hereunder; and Merchant shall pay the remaining fifty percent (50%) of the payroll and benefits for Retained Employees used during the Inventory Taking. Except for the Inventory Taking costs provided for in the two preceding sentences, Merchant, Agent and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent Secured Lenders shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shallMerchant, in any event, be reconciled within seven (7) days after its completion Agent (and the Agent Secured Lenders in their discretion) shall each have representatives present during the Inventory Taking and each shall review and verify the listing and tabulation of the Inventory Taking. Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree that agrees that, during the conduct of the Inventory Taking in each of the Stores, the applicable Stores Store shall be closed to the public public, and no sales or other transactions shall be conducted. The Merchant and the Agent further agree that until the Inventory Taking in each particular Store is completed, neither Merchant nor the Agent shall: (i) other than with respect to sales of Merchandise in the ordinary course as part of the Sale at the Stores, transfer any Merchandise to or from that Store, (ii) move Merchandise within or about the Stores, so as to make any such items unavailable for counting as part of the Inventory Taking, and/or (iii) remove any hang tags, price tickets or inventory control tags affixed to any Merchandise. Merchant and Agent agree to cooperate with each other to conduct the Inventory Taking commencing at a time that would minimize the number of hours that such locations would be closed for business. The Agent and Merchant agree that they will, and agree to cause their respective representatives to, cooperate and assist in the preparation and the calculation of the aggregate Cost Value of the Merchandise included in the Sale, including, without limitation, making available, to the extent necessary books, records, work papers and personnel.