TO PREJUDICE ANY RIGHTS THAT BORROWERS MAY HAVE
AGAINST ANY LENDER AS A RESULT OF ANY DEFAULT BY ANY LENDER HEREUNDER IN
FULFILLING ITS TOTAL COMMITMENT.
6.10
OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.
THE
OBLIGATION OF EACH LENDER HEREUNDER IS SEVERAL, AND NO LENDER SHALL BE
RESPONSIBLE FOR THE OBLIGATION OR COMMITMENT OF ANY OTHER LENDER HEREUNDER.
NOTHING CONTAINED IN THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS AND
NO ACTION TAKEN BY THE LENDERS PURSUANT HERETO OR THERETO SHALL BE DEEMED TO
CONSTITUTE THE LENDERS TO BE A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR
ANY OTHER KIND OF ENTITY. THE AMOUNTS PAYABLE AT ANY TIME HEREUNDER TO EACH
LENDER SHALL BE A SEPARATE AND INDEPENDENT DEBT, AND SUBJECT TO SECTION 12.3
HEREOF, EACH LENDER SHALL BE ENTITLED TO PROTECT AND ENFORCE ITS RIGHTS ARISING
OUT OF THIS AGREEMENT AND IT SHALL NOT BE
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necessary for any other Lender to be joined as an additional party in any
proceeding for such purpose.
7.
COLLATERAL REPORTING AND COVENANTS
7.1
COLLATERAL REPORTING.
(A)
BORROWERS SHALL PROVIDE AGENT WITH THE FOLLOWING DOCUMENTS IN A
FORM SATISFACTORY TO AGENT:
(I)
AS SOON AS POSSIBLE AFTER THE END OF EACH MONTH (BUT IN ANY EVENT
WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE END THEREOF), ON A MONTHLY BASIS,
AND AT ANY TIME DURING AN AVAILABILITY COMPLIANCE PERIOD, MORE FREQUENTLY AS
AGENT MAY REQUEST: (A) INVENTORY REPORTS BY CATEGORY, (B) A COLLATERAL MIX
REPORT, IN FORM AND SUBSTANCE SATISFACTORY TO AGENT, CERTIFIED BY EITHER THE
PRINCIPAL ACCOUNTING OFFICER OR THE PRINCIPAL FINANCIAL OFFICER OF EACH
BORROWER; (C) A CERTIFIED CALCULATION OF THE BORROWING BASE AND THE BORROWERS'
EXCESS AVAILABILITY, WHICH SHALL BE AT LEAST $7,500,000, SUBSTANTIALLY IN THE
FORM OF EXHIBIT B HERETO (A "BORROWING BASE CERTIFICATE"), WHICH CERTIFICATE
SHALL INCLUDE THE CALCULATION OF NET AMOUNT OF ELIGIBLE CREDIT CARD RECEIVABLES,
NET AMOUNT OF ELIGIBLE DAMAGED GOODS VENDORS RECEIVABLES AND NET AMOUNT OF
ELIGIBLE SELL-OFF VENDORS RECEIVABLES AFTER GIVING EFFECT TO THE ASSERTION OF
ANY CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS BY ANY ACCOUNT DEBTOR, OR ANY
DISPUTES WITH ACCOUNT DEBTORS, OR ANY SETTLEMENT, ADJUSTMENT OR COMPROMISE
THEREOF; PROVIDED, THAT A BORROWING BASE CERTIFICATE SHALL BE DELIVERED WEEKLY
DURING ANY AVAILABILITY COMPLIANCE PERIOD; AND (D) A STATEMENT CONFIRMING THE
PAYMENT OF RENT AND OTHER AMOUNTS DUE TO OWNERS AND LESSORS OF REAL PROPERTY
USED BY ANY BORROWER OR GUARANTOR DURING THE IMMEDIATELY PRECEDING MONTH,
SUBJECT TO YEAR-END OR PERIODIC ADJUSTMENTS, CERTIFIED BY THE PRINCIPAL
ACCOUNTING OFFICER OR PRINCIPAL FINANCIAL OFFICER OF EACH BORROWER AS TRUE AND
CORRECT;
(II)
AS SOON AS POSSIBLE AFTER THE END OF EACH FISCAL QUARTER (BUT IN
ANY EVENT WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE END THEREOF), ON A
QUARTERLY BASIS, OR DURING ANY AVAILABILITY COMPLIANCE PERIOD, MORE FREQUENTLY
AS AGENT MAY REQUEST, (A) PERPETUAL INVENTORY REPORTS BY LOCATION AND CATEGORY
(AND INCLUDING THE AMOUNTS OF INVENTORY AND THE VALUE THEREOF AT ANY LEASED
LOCATIONS AND AT PREMISES OF WAREHOUSES, BAILEES OR OTHER THIRD PARTIES IN
POSSESSION