WITH ANY BANK OR OTHER FINANCIAL INSTITUTION, INCLUDING THE BORROWER
OR GUARANTOR IN WHOSE NAME THE ACCOUNT IS MAINTAINED, THE ACCOUNT NUMBER, THE
NAME AND ADDRESS OF THE FINANCIAL INSTITUTION AT WHICH SUCH ACCOUNT IS
MAINTAINED, THE PURPOSE OF SUCH ACCOUNT AND, IF ANY, THE AMOUNT HELD IN SUCH
ACCOUNT ON OR ABOUT THE DATE OF SUCH REPORT, (4) A DESCRIPTION OF ANY LICENSE
AGREEMENTS WITH RESPECT TO INTELLECTUAL PROPERTY (OTHER THAN LICENSES BY A
BORROWER TO A PRIVATE LABEL MANUFACTURER ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS FOR THE PRODUCTION OF INVENTORY ON BEHALF OF A BORROWER OR "CLICK
THROUGH" LICENSES TO WEBSITE HOSTS OR PROVIDERS IN CONNECTION WITH ON-LINE
PURCHASING OR LICENSES TO A BORROWER BY A CUSTOMER TO USE SUCH CUSTOMER'S
TRADEMARKS FOR PURPOSES OF GOODS OR SERVICES PROVIDED BY SUCH BORROWER TO OR FOR
SUCH CUSTOMER) ENTERED INTO SINCE THE DATE OF THE MOST RECENT CERTIFICATE
DELIVERED TO AGENT LISTING THE INTELLECTUAL PROPERTY SUBJECT TO SUCH LICENSE,
THE NAME AND ADDRESS OF THE LICENSEE, THE TERM OF THE LICENSE ARRANGEMENT AND
THE PRODUCTS AND TERRITORY SUBJECT TO SUCH LICENSE AND (5) A STATEMENT THAT ALL
SALES AND USE TAXES HAVE BEEN PAID WHEN DUE AS OF THE DATE OF THE CERTIFICATE,
EXCEPT AS SPECIFICALLY DESCRIBED IN SUCH CERTIFICATE;
(D)
IN CONNECTION WITH ANY PERMITTED ACQUISITION FOR WHICH THE
CONSIDERATION IS LESS THAN $10,000,000, A CERTIFICATE BY THE CHIEF FINANCIAL
OFFICER, VICE PRESIDENT OF FINANCE, TREASURER OR CONTROLLER OF ADMINISTRATIVE
BORROWER SETTING FORTH THE DATE OR PROPOSED DATE AND AMOUNT OF SUCH AN
ACQUISITION THAT HAS OCCURRED SINCE THE DATE OF THE MOST RECENT CERTIFICATE
DELIVERED TO AGENT CONTAINING THE INFORMATION REQUIRED UNDER THIS CLAUSE OR WILL
OCCUR PRIOR TO THE DATE OF THE NEXT SUCH CERTIFICATE TO BE DELIVERED TO AGENT,
TOGETHER WITH A LIST AND DESCRIPTION OF
65
THE ASSETS OR SHARES ACQUIRED OR TO BE ACQUIRED, THE TOTAL PURCHASE PRICE FOR
THE ASSETS PURCHASED OR TO BE PURCHASED (AND THE TERMS OF PAYMENT OF SUCH
PURCHASE PRICE), AND A SUMMARY OF THE DUE DILIGENCE UNDERTAKEN BY BORROWERS IN
CONNECTION WITH SUCH ACQUISITION;
(E)
AS TO ANY INDEBTEDNESS INCURRED AFTER THE DATE HEREOF IN AN
AMOUNT LESS THAN $10,000,000 THAT IS PERMITTED HEREUNDER, A CERTIFICATE BY THE
CHIEF FINANCIAL OFFICER, VICE PRESIDENT OF FINANCE, TREASURER OR CONTROLLER OF
ADMINISTRATIVE BORROWER SETTING FORTH THE BORROWER OR GUARANTOR THAT HAS
INCURRED SUCH INDEBTEDNESS, THE AMOUNT OF SUCH INDEBTEDNESS, THE PERSON OR
PERSONS TO WHOM SUCH INDEBTEDNESS WILL BE OWED, THE INTEREST RATE, THE SCHEDULE
OF REPAYMENTS AND MATURITY DATE WITH RESPECT THERETO AND SUCH OTHER INFORMATION
AS AGENT MAY REQUEST WITH RESPECT THERETO,
(III)
UPON AGENT'S REQUEST, (A) REPORTS OF SALES FOR EACH
CATEGORY OF INVENTORY,
(B) REPORTS BY RETAIL STORE LOCATION OF SALES AND
OPERATING PROFITS FOR EACH SUCH RETAIL STORE LOCATION, (C) SUMMARY REPORTS ON
SALES AND USE TAX COLLECTIONS, DEPOSITS AND PAYMENTS, INCLUDING MONTHLY SALES
AND USE TAX ACCRUALS, (D) TRUE, CORRECT AND COMPLETE COPIES OF ALL AGREEMENTS,
DOCUMENTS AND INSTRUMENTS RELATING