Common use of With respect to the Inventory Clause in Contracts

With respect to the Inventory. (a) Borrower shall ------------------- at all times maintain inventory records reasonably satisfactory to Lender, keeping in all material respects correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, the cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrower shall conduct a physical count of the Inventory of Borrower at least once each year, but at any time or times as Lender may request on or after an Event of Default and for so long as the same is continuing, and promptly following such physical inventory shall supply Lender with a report in the form and with such specificity as may be reasonably satisfactory to Lender concerning such physical count; (c) Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, except for sales of Inventory in the ordinary course of Borrower's business and except to move Inventory directly from one location of Borrower set forth or permitted herein to another such location and except to discard obsolete Inventory or Inventory damaged or destroyed by casualty; (d) upon Lender's request, Borrower shall, at its expense, no more than twice in any twelve (12) month period, but at any time or times as Lender may request on or after an Event of Default and for so long as the same is continuing, deliver or cause to be delivered to Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Lender and by an appraiser acceptable to Lender, addressed to Lender and upon which Lender is expressly permitted to rely; (e) Borrower shall produce, use, store and maintain the Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (f) as between Lender and Borrower, Borrower assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (g) Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory (except in the ordinary course of business in accordance with the customary practices of Borrower as of the date hereof; (h) Borrower shall keep the Inventory in good and marketable condition in all material respects (other than obsolete Inventory or Inventory lost or damaged by any casualty or similar event); and (i) Borrower shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval.

With respect to the Inventory. (a) Borrower shall ------------------- at all times maintain inventory records reasonably satisfactory to Lender, keeping in all material respects correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, the Borrower's cost therefor and daily withdrawals therefrom and additions thereto; (b) commencing March, 2000 and monthly thereafter, Borrower shall conduct a physical count within twenty (20) days of the end of the previous month deliver to Lender cycle counts of its Inventory at not less than eight (8) Company Owned Stores selected by Lender each month (Lender shall notify Borrower of Borrower the stores at least once each yearwhich such cycle counts are to be taken on or before the fifteenth (15th) day of the month prior to which cycle counts are to be taken), but such counts to be conducted by RGIS Inventory Specialists, Inc. or such other inventory counting service as is acceptable to Lender, and at any time or times and at as many stores as Lender may request on or after the occurrence of an Event of Default and for so long as the same is continuing, and promptly following such physical inventory shall supply Lender with a report in the form and with such specificity as may be reasonably satisfactory to Lender concerning such physical countDefault; (c) Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, except for sales of Inventory in the ordinary course of Borrower's business and except to move Inventory directly from one location of Borrower set forth or permitted herein to another such location and except to discard obsolete Inventory or Inventory damaged or destroyed by casualtylocation; (d) upon Lender's request, Borrower shall, at its expense, no more than twice four (4) times in any twelve (12) month period, but at any time or times as Lender may request at Lender's expense, or at any time or times as Lender may request at Borrower's expense on or after an Event of Default and for so long as the same is continuingDefault, deliver or cause to be delivered to Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Lender and by an appraiser acceptable to Lender, addressed to Lender and upon which Lender is expressly permitted to rely; (e) Borrower shall produce, use, store and maintain the Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (f) as between Lender and Borrowerupon Lender's request, Borrower assumes all responsibility and liability arising from or relating to the productionshall, useat its expense, sale or other disposition of the Inventory; (g) Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory (except in the ordinary course of business in accordance with the customary practices of Borrower as of the date hereof; (h) Borrower shall keep the Inventory in good and marketable condition in all material respects (other than obsolete Inventory or Inventory lost or damaged by any casualty or similar event); and (i) Borrower shall not, without prior written notice conduct through an inventory counting service acceptable to Lender, acquire or accept any a physical count of the Inventory on consignment or approval.in

With respect to the Inventory. (a) Borrower shall ------------------- at all times maintain inventory records reasonably satisfactory to LenderAgent, keeping in all material respects correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, the Borrower's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrower shall conduct a physical count of the Inventory of Borrower at least once each year, but at any time or times as Lender Agent may request on or after an Event of Default and for so long as the same is continuingDefault, and promptly following such physical inventory shall supply Lender Agent with a report in the form and with such specificity as may be reasonably satisfactory to Lender Agent concerning such physical count; (c) Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of LenderAgent, except for sales of Inventory in the ordinary course of Borrower's business and except to move Inventory directly from one location of Borrower set forth or permitted herein to another such location and except to discard obsolete Inventory or Inventory damaged or destroyed by casualtylocation; (d) upon LenderAgent's request, Borrower shall, at its expense, no more than twice once in any six (6) month period, but at any time or times as Agent may request at Agent's expense, or at any time or times as Agent may request at Borrower's expense on or after an Event of Default, deliver or cause to be delivered to Agent written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent or upon which Agent is expressly permitted to rely; (e) upon Agent's request, Borrower shall, at its expense, conduct through Washington Inventory Services, Inc., RGIS Inventory Specialists, Inc. or another inventory counting service acceptable to Agent, a physical count of the Inventory at each retail store location or other location of such Inventory in form, scope and methodology acceptable to Agent no less than one time in any twelve (12) month period, but at any time or times as Lender Agent may request on or after an Event of Default and for so long as the same is continuing, deliver or cause to be delivered to Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Lender and by an appraiser acceptable to Lender, addressed to Lender and upon which Lender is expressly permitted to rely; (e) Borrower shall produce, use, store and maintain the Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including, but not limited toDefault, the requirements results of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (f) as between Lender and Borrower, Borrower assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (g) Borrower which shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory (except in the ordinary course of business in accordance with the customary practices of Borrower as of the date hereof; (h) Borrower shall keep the Inventory in good and marketable condition in all material respects (other than obsolete Inventory or Inventory lost or damaged by any casualty or similar event); and (i) Borrower shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval.be reported

With respect to the Inventory. (a) each Borrower -------------------- shall ------------------- at all times maintain inventory records reasonably satisfactory to Lender, keeping in all material respects correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, the Borrower's cost therefor and daily withdrawals therefrom and additions thereto; (b) each Borrower shall conduct a physical count of the Inventory of Borrower at least once each year, but at any time or times as Lender may request on or after an Event of Default and for so long as the same is continuingDefault, and promptly following such physical inventory shall supply Lender with a report in the form and with such specificity as may be reasonably satisfactory to Lender concerning such physical count; (c) each Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, except for sales of Inventory in the ordinary course of such Borrower's business and except to move Inventory directly from one location of Borrower set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to discard obsolete Inventory such Borrower which is in transit to the locations set forth or Inventory damaged or destroyed by casualtypermitted herein; (d) upon Lender's request, each Borrower shall, at its expense, no more than twice in any twelve (12) month period, but at any time or times as Lender may request on or after an Event of Default and for so long as the same is continuingDefault, deliver or cause to be delivered to Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Lender and by an appraiser acceptable to Lender, addressed to Lender and upon which Lender is expressly permitted to rely; (e) each Borrower shall produce, use, store and maintain the Inventory, Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including, but not limited to, including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (f) as between Lender and Borrower, each Borrower assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (g) each Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate such Borrower to repurchase such Inventory (except in for the ordinary course right of business in accordance return given to customers of such Borrower consistent with the customary practices of Borrower its current policies as of the date hereof; (h) each Borrower shall keep the Inventory in good and marketable condition in all material respects (other than obsolete Inventory or Inventory lost or damaged by any casualty or similar event)condition; and (i) Borrower shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval.

With respect to the Inventory. (a) Borrower shall ------------------- -------------------- at all times maintain inventory records reasonably satisfactory to Lender, keeping in all material respects correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, the Borrower's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrower shall conduct a physical count of the Inventory of Borrower at least once each year, but at any time or times as Lender may request on or after an Event of Default and for so long as the same is continuingDefault, and promptly following such physical inventory shall supply Lender with a report in the form and with such specificity as may be reasonably satisfactory to Lender concerning such physical count; (c) Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, except for sales of Inventory in the ordinary course of Borrower's business and except to move Inventory directly from one location of Borrower set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to discard obsolete Inventory Borrower which is in transit to the locations set forth or Inventory damaged or destroyed by casualtypermitted herein; (d) upon Lender's request, Borrower shall, at its expense, no more than twice in any twelve (12) month period, but at any time or times as Lender may request on or after an Event of Default and for so long as the same is continuingDefault, deliver or cause to be delivered to Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Lender and by an appraiser acceptable to Lender, addressed to Lender and upon which Lender is expressly permitted to rely; (e) Borrower shall produce, use, store and maintain the Inventory, Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (f) as between Lender and Borrower, Borrower assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (g) Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory (except in the ordinary course of business in accordance with the customary practices of Borrower as of the date hereof; (h) Borrower shall keep the Inventory in good and marketable condition in all material respects (other than obsolete Inventory or Inventory lost or damaged by any casualty or similar event); and (i) Borrower shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval.all

With respect to the Inventory. (a) Borrower shall ------------------- at all times maintain inventory records reasonably satisfactory to LenderAgent, keeping in all material respects correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, the cost Borrower's (and Noodle Kidoodle's Cost) therefor and daily withdrawals therefrom and additions thereto; (b) Borrower shall conduct a physical count of the Inventory of Borrower at least once each year, but at any time or times as Lender Agent may request on or after an Event of Default and for so long as the same is continuingDefault, and promptly following such physical inventory shall supply Lender Agent with a report in the form and with such specificity as may be reasonably satisfactory to Lender Agent concerning such physical count; (c) Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of LenderAgent, except for sales of Inventory in the ordinary course of Borrower's business and except to move Inventory directly from one location of Borrower set forth or permitted herein to another such location and except to discard obsolete Inventory or Inventory damaged or destroyed by casualtylocation; (d) upon LenderAgent's request, Borrower shall, at its expense, no more than twice four (4) times in any twelve (12) month period (provided that, one of such appraisals as specified by Agent may be "desk -------- ---- top" appraisal), but at any time or times as Agent may request at Agent's expense, or at any time or times as Agent may request at Borrower's expense on or after an Event of Default, deliver or cause to be delivered to Agent written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (e) upon Agent's request, Borrower shall, at its expense, conduct through Washington Inventory Services, Inc., RGIS Inventory Specialists, Inc. or another inventory counting service acceptable to Agent, a physical count of the Inventory at each retail store location or other location of such Inventory in form, scope and methodology acceptable to Agent no less than one time in any twelve (12) month period, but at any time or times as Lender Agent may request on or after an Event of Default Default, the results of which shall be reported directly by such inventory counting service to Agent and for so long as the same is continuing, Borrower shall promptly deliver or cause confirmation in a form satisfactory to be delivered to Lender written reports or appraisals as Agent that appropriate adjustments have been made to the Inventory in form, scope and methodology acceptable inventory records of Borrower to Lender and by an appraiser acceptable reconcile the inventory count to Lender, addressed to Lender and upon which Lender is expressly permitted to relyBorrower's inventory records; (ef) Borrower shall produce, use, store and maintain the Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (f) as between Lender and Borrower, Borrower assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (g) Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory (except in the ordinary course of business in accordance with the customary practices of Borrower as of the date hereof; (h) Borrower shall keep the Inventory in good and marketable condition in all material respects (other than obsolete Inventory or Inventory lost or damaged by any casualty or similar event); and (i) Borrower shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval.the