OF THE COLLATERAL); (B) A REPORT DETAILING INVENTORY TURNOVER, (C)
THE ADDRESSES OF ALL NEW RETAIL STORE LOCATIONS OF ANY BORROWER OR GUARANTOR
OPENED, AND EXISTING RETAIL STORE LOCATIONS CLOSED OR SOLD, IN EACH CASE DURING
THE IMMEDIATELY PRECEDING FISCAL QUARTER, CERTIFIED BY THE PRINCIPAL ACCOUNTING
OFFICER OR PRINCIPAL FINANCIAL OFFICER OF EACH BORROWER AS TRUE AND CORRECT, AND
(D) A REPORT OF ALL DEPOSIT ACCOUNTS (INCLUDING WITHOUT LIMITATION LOCAL RETAIL
STORE DEPOSIT ACCOUNTS) OPENED BY ANY BORROWER OR GUARANTOR WITH ANY BANK DURING
THE IMMEDIATELY PRECEDING FISCAL QUARTER, WHICH REPORT SHALL INCLUDE THE
BORROWER OR GUARANTOR IN WHOSE NAME THE ACCOUNT IS MAINTAINED, THE ACCOUNT
NUMBER OF SUCH ACCOUNT, THE NAME AND ADDRESS OF THE BANK AT WHICH SUCH ACCOUNT
IS MAINTAINED, THE PURPOSE OF SUCH ACCOUNT AND THE AMOUNT HELD IN SUCH ACCOUNT
IF ANY, ON OR ABOUT THE DATE OF SUCH REPORT;
(III)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT OR DURING SUCH TIME AS AGENT PERFORMS AN AUDIT OR EXAMINATION OF THE
BORROWERS AND GUARANTORS, UPON AGENT'S REASONABLE REQUEST, (A) AMOUNTS OWING TO
OWNERS AND
71
lessors of retail store locations, (b) copies of all bank statements, (c) copies
of shipping and delivery documents, and (d) copies of purchase orders, invoices
and delivery documents for Inventory and Equipment acquired by any Borrower or
Guarantor;
(IV)
UPON AGENT'S REASONABLE REQUEST, (A) REPORTS OF SALES FOR EACH
CATEGORY OF INVENTORY, (B) REPORTS OF AGGREGATE INVENTORY PURCHASES (INCLUDING
ALL COSTS RELATED THERETO, SUCH AS FREIGHT, DUTY AND TAXES) AND IDENTIFYING
ITEMS OF INVENTORY IN TRANSIT TO EACH BORROWER RELATED TO THE APPLICABLE
DOCUMENTARY LETTER OF CREDIT AND/OR BILL OF LADING NUMBER, (C) COPIES OF
REMITTANCE ADVICES AND REPORTS, (D) COPIES OF BANK STATEMENTS RELATING TO THE
BLOCKED ACCOUNTS, (E) REPORTS BY RETAIL STORE LOCATION OF SALES AND OPERATING
PROFITS FOR EACH SUCH RETAIL STORE LOCATION, AND (F) AGINGS OF ACCOUNTS PAYABLE
(AND INCLUDING INFORMATION INDICATING THE AMOUNTS OWING TO OWNERS AND LESSORS OF
LEASED PREMISES (EXCEPT FOR THE RETAIL STORE LOCATIONS), WAREHOUSES, FULFILLMENT
CENTERS, BAILEES AND OTHER THIRD PARTIES FROM TIME TO TIME IN POSSESSION OF ANY
COLLATERAL);
(V)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, AS FREQUENTLY AS AGENT MAY REQUEST, (A) THE MONTHLY STATEMENTS RECEIVED
BY ANY BORROWER OR GUARANTOR OR ANY OF ITS AFFILIATES FROM ANY CREDIT CARD
ISSUERS OR CREDIT CARD PROCESSORS, TOGETHER WITH SUCH ADDITIONAL INFORMATION
WITH RESPECT THERETO AS SHALL BE SUFFICIENT TO ENABLE AGENT TO MONITOR THE
TRANSACTIONS PURSUANT TO THE CREDIT CARD AGREEMENTS, (B) A REPORT OF CREDIT CARD
SALES DURING THE PRECEDING MONTH, INCLUDING THE AMOUNT OF THE CHARGEBACKS, FEES,
FACTORED RECEIVABLES, AND CREDITS WITH RESPECT THERETO AND PROVIDING AN AGING OF
SUCH SALES IDENTIFYING THOSE OUTSTANDING MORE THAN FIVE (5) DAYS SINCE THE SALE
DATE GIVING RISE THERETO, (C) REPORTS ON SALES AND USE TAX COLLECTIONS, DEPOSITS
AND PAYMENTS, INCLUDING MONTHLY SALES AND USE TAX ACCRUALS, AND (D) A REPORT
RECONCILING THE AMOUNT OF NON-BORROWER RECEIVABLES RECEIVED BY