the product of # the Inventory Advance Rate multiplied by # the Appraised Value of Eligible Inventory (other than Eligible In-Transit Inventory or Eligible Letters of Credit) of the Loan Parties, multiplied by # the Cost of Eligible Inventory (other than Eligible In-Transit Inventory or Eligible Letters of Credit) of the Loan Parties, net of Inventory Reserves;

(i) at any time prior to the Flip Date, the Cost of Eligible Inventory (other than Eligible Foreign In-Transit Inventory), multiplied by eighty percent (80%) multiplied by the Appraised Value of such Eligible Inventory (other than Eligible Foreign In-Transit Inventory); and # at any time on and after the Flip Date, the Cost of Eligible Inventory (other than Eligible Foreign In-Transit Inventory), multiplied by ninety percent (90%) multiplied by the Appraised Value of such Eligible Inventory (other than Eligible Foreign In-Transit Inventory); plus

“Adjusted Eligible Finished Goods” means, on any date and with respect to any division of the Borrower, an amount equal to # Eligible Finished Goods relating to such division minus # the Inventory Reserves with respect to the Eligible Inventory and Eligible In-Transit Inventory included in such Eligible Finished Goods minus # the Additional Inventory Reserves with respect to the Eligible Inventory and Eligible In-Transit Inventory included in such Eligible Finished Goods.

#ninety percent (90%) of the Net Recovery Percentage of Eligible Inventory consisting of finished goods Inventory and Eligible LC Inventory (other than Eligible In-Transit Inventory) multiplied by the Value of such Inventory, net of applicable Inventory Reserves;

“Additional Inventory Reserves” means, on any date, an amount equal to the sum of the following reserves established by the Administrative Agent with respect to Eligible Inventory and Eligible In-Transit Inventory, without duplication of any deductions made pursuant to the definitions of “Eligible Inventory”, “Eligible In-Transit Inventory”, “Inventory Reserves” and “Inventory Value”:

#five (5%) percent multiplied by the net amount of the Net Recovery Percentage for the Eligible Inventory (other than Eligible Unaffixed Tax Stamp Inventory) of the Retail Division multiplied by the Value of such Eligible Inventory; plus (e) five (5%) percent multiplied by the net amount of the Net Recovery Percentage for the Eligible Inventory (other than Eligible Unaffixed Tax Stamp Inventory) of the Distribution Division (including, for this purpose, Inventory which gives rise to Military Receivables) multiplied by the Value of such Eligible Inventory; plus (f) five (5%) percent of the Net Recovery Percentage of Eligible In-Transit Inventory multiplied by the Value of such Eligible In-Transit Inventory; plus

“Eligible Equipment Inventory – Used Fleet” means, as of any date, the Eligible Equipment Inventory of a Borrower held for sale that has been used and does not constitute Eligible Equipment Inventory – Rental Fleet. In the event that inventory which was previously Eligible Equipment Inventory

“Eligible In-Transit Inventory” means, as of any date of determination thereof, without duplication of other Eligible Inventory, In-Transit Inventory:

“Eligible Journeys Inventory” shall mean, as of the date of determination thereof, without duplication of other Eligible Inventory, Inventory which is sold through the Journeys operations of the Borrowers (other than the UK Borrower) and which would otherwise constitute Eligible Inventory.

As used herein, # “eligible finished goods inventory” means inventory that qualifies as “eligible inventory” (defined below) and consists of first quality finished goods held for sale in the ordinary course of Borrower’s business; # “eligible raw material inventory” means inventory that qualifies as “eligible inventory” (defined below) and consists of goods that are first quality raw materials; and # “eligible inventory” means inventory owned by Borrower or the Canadian Subsidiaries (and in the case of inventory of the Canadian Subsidiaries, such inventory will be eligible only up to an amount not to exceed $4,000,000 in the aggregate), valued at the lower of cost or market in accordance with GAAP in which, with respect solely to inventory owned by Borrower, Bank has a perfected security interest of first priority, and shall not include: