CEASING TO MAKE
PAYMENTS OR SUSPENDING PAYMENTS TO SUCH BORROWER OR GUARANTOR, ANY NOTICE FROM
ANY CREDIT CARD ISSUER OR CREDIT CARD PROCESSOR THAT SUCH PERSON IS CEASING OR
SUSPENDING, OR WILL CEASE OR SUSPEND, ANY PRESENT OR FUTURE PAYMENTS DUE OR TO
BECOME DUE TO SUCH BORROWER OR GUARANTOR FROM SUCH PERSON, OR THAT SUCH PERSON
IS TERMINATING OR WILL TERMINATE ANY OF THE CREDIT CARD AGREEMENTS, AND THE
FAILURE OF SUCH BORROWER OR GUARANTOR TO COMPLY WITH ANY MATERIAL TERMS OF THE
CREDIT CARD AGREEMENTS OR ANY TERMS THEREOF WHICH HAS A REASONABLE LIKELIHOOD OF
RESULTING IN THE CREDIT CARD ISSUER OR CREDIT CARD PROCESSOR CEASING OR
SUSPENDING PAYMENTS TO SUCH BORROWER OR GUARANTOR.
(D)
UPON AN EVENT OF DEFAULT, AGENT SHALL HAVE THE RIGHT AT ANY TIME
OR TIMES, IN AGENT'S NAME OR IN THE NAME OF A NOMINEE OF AGENT, TO VERIFY THE
VALIDITY, AMOUNT OR ANY OTHER MATTER RELATING TO ANY RECEIVABLES OR OTHER
COLLATERAL, BY MAIL, TELEPHONE, FACSIMILE TRANSMISSION OR OTHERWISE.
7.3
INVENTORY COVENANTS.
WITH RESPECT TO THE INVENTORY:
(A) EACH
BORROWER AND GUARANTOR SHALL AT ALL TIMES MAINTAIN INVENTORY RECORDS REASONABLY
SATISFACTORY TO AGENT, KEEPING CORRECT AND ACCURATE RECORDS ITEMIZING AND
DESCRIBING THE KIND, TYPE, QUALITY AND QUANTITY OF SUCH BORROWER'S OR
GUARANTOR'S INVENTORY, SUCH BORROWER'S OR GUARANTOR'S COST THEREFOR AND DAILY
WITHDRAWALS THEREFROM AND ADDITIONS THERETO; (B) EACH BORROWER AND GUARANTOR
SHALL CONDUCT A PHYSICAL COUNT OF ITS INVENTORY EITHER THROUGH PERIODIC CYCLE
COUNTS OR WALL TO WALL COUNTS, SO THAT ALL INVENTORY IS SUBJECT TO SUCH COUNTS
AT LEAST ONCE EACH YEAR, BUT AT ANY TIME OR TIMES AS AGENT MAY REQUEST ON OR
AFTER AN EVENT OF DEFAULT, AND PROMPTLY FOLLOWING SUCH PHYSICAL INVENTORY
(WHETHER THROUGH PERIODIC CYCLE COUNTS OR WALL TO WALL COUNTS) SHALL SUPPLY
AGENT WITH A REPORT IN THE FORM AND WITH SUCH SPECIFICITY AS MAY BE REASONABLY
SATISFACTORY TO AGENT CONCERNING SUCH PHYSICAL COUNT; (C) NO BORROWER OR
GUARANTOR SHALL REMOVE ANY INVENTORY FROM THE LOCATIONS SET FORTH OR PERMITTED
HEREIN, WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT,
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except for sales of Inventory in the ordinary course of such Borrower's or
Guarantor's business and except to move Inventory directly from one location set
forth or permitted herein to another such location and except for Inventory
shipped from the manufacturer thereof to such Borrower or Guarantor which is in
transit to the locations set forth or permitted herein; (d) upon Agent's
request, Borrowers and Guarantors shall, at their expense, no more than one (1)
time in any twelve (12) 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 reasonably
request at Borrowers' expense during an Additional Appraisal/Field Exam Period,
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 and
Lenders are