Common use of Collateral Reporting Clause in Contracts

Collateral Reporting. (a) Borrower shall provide Agent with the following documents in a form satisfactory to Agent: (i) as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (vi) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) If Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide Provide to the Administrative Agent with the following documents in a form satisfactory to Agentdocuments: (i) on a daily basis, a Borrowing Base Certificate, executed and certified on behalf of the Borrower as accurate and complete in all material respects by a Responsible Officer of the Borrower, together with all exhibits, schedules and other supporting information as is provided in the form of such certificate or as the Administrative Agent shall reasonably request, including, but not limited to, (A) daily rollforwards of accounts receivable and (B) a certificate signed by a Responsible Officer of the Borrower, in form and detail reasonably satisfactory to the Administrative Agent, setting forth the aggregate Accounts of the Borrower and the Designated Subsidiaries as of such date and the aggregate sales, collections and credit memos with respect to accounts receivable of the Borrower and the Designated Subsidiaries as of such date, together with such supporting information as the Administrative Agent shall reasonably request; (ii) as soon as possible after the end of each month practicable, and in any event within two (except during a Cash Dominion Period2) calendar days, then as soon as possible after the end of each week), but a summary perpetual inventory report with respect to the Inventory of the Borrower and the Designated Subsidiaries as of the end of such week; (iii) as soon as practicable, and in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desirecalendar days, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each fiscal month (but in any event within ten (10) Business Days after of the end thereof), or during a Cash Dominion Event, more frequently as Agent may requestBorrower, (A) agings a summary inventory report, setting forth the Inventory of accounts receivable the Borrower and the Designated Subsidiaries by location and category (together with a reconciliation to and including the previous month’s aging amounts of Inventory and general ledger), the value thereof at any leased locations and (B) agings at premises of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centerswarehousers, processors and or other third parties from time to time in possession of any ABL Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (vi) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) If Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower The Borrowers shall provide the Administrative Agent and the Documentation Agent with the following documents in a form satisfactory to the Administrative Agent and the Documentation Agent: (i) on a regular basis as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event required by the third (3rd) Business Day after Administrative Agent or the end of such week) or as more frequently as Borrower may desireDocumentation Agent, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each fiscal month (but in any event within ten (10) Business Days days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as the Administrative Agent or the Documentation Agent may request, : (A) perpetual inventory reports, (B) 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, processors or other third parties), (C) agings of accounts receivable Accounts (together with a reconciliation to the previous month’s 's aging and general ledger), and (BD) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as and (E) a report setting forth all issued and outstanding letters of the end of such monthcredit; (iii) as soon as possible after upon the end of each month (but in any event ten (10) Business Days after Administrative Agent's or the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Documentation Agent’s 's 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by any Borrower 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 AgreementsGuarantor; and (viiv) such other reports as to the portion of the Collateral comprised of Inventory, Accounts and Receivables as the Administrative Agent or the Documentation Agent shall reasonably request from time to time. (b) If Borrower’s or any Guarantor’s Loan Party's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor such Loan Party hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Administrative Agent and the Documentation Agent and to follow the Administrative Agent’s 's or the Documentation Agent's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower Borrowers shall provide Administrative and Collateral Agent with the following documents in a form satisfactory to Administrative and Collateral Agent: (i) as soon as possible after the end of each month (except during on a Cash Dominion Periodmonthly basis, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules schedule of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days days after the end thereof), or during on a Cash Dominion Event, more frequently as Agent may requestmonthly basis, (A) perpetual inventory reports, (B) inventory reports by location and category (including identifying Inventory at locations owned and operated by third parties, inventory held by any Borrower or any Guarantor on consignment and Inventory of any Borrower or any Guarantor held by third Persons on consignment), (C) agings of accounts payable (and including information indicating the status of payments to owners and lessors of the leased premises of any Borrower or any Guarantor) and (D) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof)weekly, in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date detailed calculation of the most recent certificate delivered to Borrowing Base; provided, however, if at any time Excess Availability is less then $70,000,000 and until such time as Excess Availability has thereafter been $70,000,000 or more for 5 consecutive Business Days, Borrowers shall provide Administrative and Collateral Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) with a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name detailed calculation of the account, 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 Borrowing Base on or about the date of such report;a daily basis. (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries upon Administrative and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Collateral 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, invoices and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, documents and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by any Borrower 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 AgreementsGuarantor; and (viv) such additional, interim or other reports as reports, schedules and calculations (and backup documentation therefor) with regard to the Collateral as Administrative and Collateral Agent shall may reasonably request from time to time. (b) If any Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and each such Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Administrative and Collateral Agent and as it may reasonably request and, at any time an Event of Default exists, to follow Administrative and Collateral Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuingsuch time.

Collateral Reporting. (a) Borrower Borrowers shall provide Agent Lender with the following documents in a form satisfactory to AgentLender: (i) as soon as possible after the end of each month week (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days by each Wednesday after the end of such month (thereof), on a weekly basis or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower Lender may desirerequest at any time that the aggregate amount of the Excess Availability of Borrowers is less than $7,500,000 or a Default or Event of Default shall exist or have occurred, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as Agent Lender may requestrequest at any time that the aggregate amount of the Excess Availability of Borrowers is less than $7,500,000 or a Default or Event of Default shall exist or have occurred, (A) perpetual inventory reports, (B) inventory reports by location and category (and including the amounts of Inventory and the book value thereof at, any leased locations and at premises of warehouses, processors or other third parties), (C) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (BD) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month); (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s Lender's 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by any Borrower 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; andGuarantor; (viiv) such other reports as to the Collateral as Agent Lender shall reasonably request from time to time. (b) If any Borrower’s 's or any Guarantor’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent Lender and to follow Agent’s Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower Borrowers shall provide Agent with the following documents in a form satisfactory to Agent: (i) on a regular basis as soon as possible after the end of each month (except during a Cash Dominion Periodrequired by Agent, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as Agent may request, (A) perpetual Inventory Reports, (B) Inventory Reports by location and category (and including (1) ownership of Inventory designated by Borrower and (2) the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), including a report of Borrowers' Inventory prepared on a roll-forward basis for the immediately preceding month, reflecting Borrowers' Inventory as of the last day of such month, together with a schedule of Inventory purchased by each Borrower and sold and shipped during such month, (C) agings of accounts receivable (together with a reconciliation to roll-forward of Accounts from the previous month’s aging , detailing all sales and general ledger), collection activity for such preceding month) and (BD) agings of accounts payable (including and including, upon Agent's request, information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month); (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 's 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrowerany Borrower or Guarantor; (iv) with respect to Imported Inventory, Borrowers shall deliver to Agent (A) on a weekly basis, or more frequently as Agent may request, a report of all Imported Inventory of FNA substantially in the form of the reporting of Imported Inventory currently delivered to Agent, which reporting shall include, without limitation, the cargo receipt numbers, item numbers, invoice numbers, container numbers, quantity and value and location thereof (including, as to location, whether such Imported Inventory is at sea with a Freight Forwarder, at port with a Customs Broker or Port Processor, or in the possession of a domestic U.S. trucking or railroad company (promptly after Borrowers' receipt of a written report from a Customs Broker that any Imported Inventory has been delivered to a domestic U.S. trucking or railroad company) and identifying the Freight Forwarder, Port Processor, Customs Broker in possession of such Imported Inventory), (FB) reports by retail store location upon Agent's request, copies of sales purchase orders, shipping and operating profits delivery documents for each Imported Inventory and a list of identification numbers for such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reportsImported Inventory, and (IC) the monthly statements received by Borrower or any of its Affiliates such other reports as to Imported Inventory as Agent shall reasonably request from any Credit Card Issuers or Credit Card Processors, together with such additional information time to time; (v) with respect thereto to Consigned Inventory, (A) on or before the tenth (10th) day after the end of each month, a report as to the Value of Consigned Inventory in the possession of any consignee (regardless of whether Agent and/or Wachovia have made Revolving Loans with respect to such Consigned Inventory) with respect to whom Uniform Commercial Code searches reflect the filing of a competing security interest in such Consignee's Inventory in favor of another secured party ("Inventory Lienholder"), which Value shall be sufficient reported as of the date that the Borrowers delivered notice to enable Agent to monitor such Inventory Lienholder of the transactions pursuant existence of Borrowers' consignment arrangements with the applicable Consignee, in accordance with Uniform Commercial Code Section 9-324(b), and the Value of the Consigned Inventory remaining in the possession of such Consignee as of the date of the report and (B) on or about June 1 and December 1 of each year a report as to the Credit Card AgreementsValue of seasonal Consigned Inventory then in the possession of each consignee, indicating whether such seasonal Consigned Inventory remains unsold and, if sold to the consignee, the terms of such sale; (vi) on a monthly basis or, if a Default or Event of Default shall have occurred and is continuing, more frequently upon Agent's request, a current thirteen (13) week Loan Availability Report completed by Administrative Borrower substantially in the form of Exhibit 7.1(a)(vi) hereto; and (vivii) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) If any Borrower’s 's or any Guarantor’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s 's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide Agent with the following documents in a form satisfactory to Agent: (ia) as soon as possible after the end of each month (except during on a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (weekly basis or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower Agent may desirerequest, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (Bi) inventory reports by categories, location, categories and mix location (including (A) indicating the amounts of Inventory at warehouses distribution centers and stores, stores and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement(B) as scheduling all of the end of such periodBorrower's prepaid Inventory), (Cii) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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); (b) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading numberon a monthly basis or more frequently as Agent may request, (Ci) copies perpetual Inventory reports by category and location, (ii) a schedule of purchase ordersall consigned Inventory, sales invoices, credit memos, remittance advices and reports(iii) a slow moving Inventory report, and (iv) a schedule of accounts payable; (c) upon Agent's request, (i) copies of deposit slips and bank statements, (D) copies of shipping and delivery documents, (Eii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (Giii) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (Iiv) reports by retail store location of sales and operating profits for each such retail store location; (d) as soon as available, but in any event not later than five (5) Business Days after receipt by Borrower, the monthly statements received by Borrower 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; and (vie) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) . If any of Borrower’s or any Guarantor’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s 's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower Borrowers shall provide Agent Lender with the following documents in a form satisfactory to Agent: Lender: (ia) as soon as possible after the end of each month (except during on a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (monthly basis or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower Lender may desirerequest, perpetual inventory reports with reports of sales of Inventory by store, and (b) on a weekly basis or more frequently as Lender may request, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (Ci) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s request, (A) reports of sales for each category of Inventory, (B) ii reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower Borrowers related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (Cii) reports of amounts of consigned Inventory held by Borrowers by category and consignor, (iv) reports of the Cost and Retail Value of the Inventory (net of markdowns), (c) upon Lender's request, (i) reports on Accounts, including aggregate outstanding amounts by category, payments, accruals and returns and other credits, (ii) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (Diii) copies of shipping and delivery documentsbills of lading, (E) iv copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by BorrowerBorrowers, (Fv) reports by retail store location of sales and operating profits for each such retail store location, ; (Gvi) accounts payable trial balance and (vii) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; (d) accounts receivable detail as Lender may request; (e) upon Lender's request, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower or any of its Affiliates Borrowers from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto as shall be sufficient to enable Agent Lender to monitor the transactions pursuant to the Credit Card Agreements; and and (vif) such other reports as to the Collateral as Agent Lender shall reasonably request from time to time. (b) . If Borrower’s or any Guarantor’s of Borrowers' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor Borrowers hereby irrevocably authorizes authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuingLender.

Collateral Reporting. (a) Borrower shall provide Agent with the following documents in a form satisfactory to Agent: (i) as soon as possible after the end of each month (except during on a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (weekly basis or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower Agent may desirerequest, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each month (but in any event within ten fifteen (1015) Business Days after the end thereof), reports as of the end of such month, or during a Cash Dominion Event, more frequently as Agent may request, as follows: (A) perpetual inventory reports, (B) 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, processors or other third parties), (C) monthly resin price report, (D) slow moving inventory report identifying Inventory one year or older and an inventory turnover report by category, (E) agings of accounts receivable (together with a reconciliation to the previous month’s 's aging and general ledger), ) and (BF) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month); (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s '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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and; (viiv) such other reports as to the Collateral as Agent shall reasonably request in good faith from time to time. (b) If Borrower’s or any Guarantor’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s 's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide Agent with the following documents in a form satisfactory to Agent: (i) as soon as possible after the end of each calendar month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten fifteen (1015) Business Days days after the end of such month (thereof), or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Agent may request at any time Excess Availability is less than $30,000,000 or a Default or Event of Default has occurred and is continuing, a Borrowing Base Certificate setting forth Borrower’s calculation of the Loans and Letter of Credit Accommodations available to Borrower may desireduly completed and executed by the vice-president-finance, chief financial officer, treasurer, assistant treasurer, controller or other financial or senior officer of Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed (A) including schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006received), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten twenty (1020) Business Days after the end thereof), reports as of the end of such month, or during a Cash Dominion Event, more frequently as Agent may request, as follows: (A) perpetual inventory reports, (B) 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, processors or other third parties), (C) monthly resin price report, (D) slow moving inventory report identifying Inventory one year or older and an inventory turnover report by category, (E) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), ) and (BF) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month); (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (viiv) such other reports as to the Collateral as Agent shall reasonably request in good faith from time to time. (b) If Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide the Administrative Agent with the following documents in a form satisfactory to the Administrative Agent: : (a) on a monthly basis as required by the Administrative Agent, within thirty (30) days of each month end (increasing to a weekly basis within three (3) days of each week end during any period a Trigger Event is continuing), (i) as soon as possible after the end a Borrowing Base Certificate, supported by a roll-forward of each month (except during a Cash Dominion Periodaccounts receivable and inventory, then as soon as possible after the end of each week)with supporting details in electronic form, but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of aged accounts receivable (together with a reconciliation to the previous month’s aging and general ledger)listing, and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof)perpetual inventory reports, in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from journals, copies of invoices, shipping documents and such other supporting documentation as deemed necessary by the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, Administrative Agent; and (b) June on a monthly basis as required by the Administrative Agent, within thirty (30) days of month end, 2006(i) a Borrowing Base Certificate as of month end with roll forward of accounts receivable and inventory from the prior month end, certifying the number of new retail store locations opened by Borrower during such period, (ii) aged accounts receivable listing, (iii) aged accounts payable listing, (iv) perpetual inventory reports, (v) upon Agent’s requesttrial balance, (Avi) reports reconciliation of sales for each category of Inventoryaccounts receivable and inventory to the Borrowing Base Certificate, trial balance and financial statements, (Bvii) reports listing of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading numberaccruals, (Cviii) copies of purchase ordersjournals, sales invoices, credit or debit memos, remittance advices and reportsshipping documents, and copies of deposit slips and bank statements, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (vi) such other reports as to deemed necessary by the Collateral as Agent shall reasonably request from time to time. (b) Administrative Agent. If any of the Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, the Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Administrative Agent and to follow the Administrative Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.. At any time the Borrower is participating in the Kraft AR Financing or any Future AR Financing that has been consented to in accordance with Section 13.3(c) of this Agreement, the Borrower shall provide the Administrative Agent with an updated Borrowing Base Certificate, supported by a rolling-forward of accounts receivable for ▇▇▇▇▇ ▇▇▇▇▇, Mars and/or ▇▇▇▇▇▇▇’▇, as applicable, with supporting details in electronic form, upon each new submission made by the Borrower under the Kraft AR Financing or Future AR Financing, as applicable, when: (a) the value of the total collections or payments received by the Borrower from ▇▇▇▇▇ ▇▇▇▇▇, whether in the ordinary course of business or in connection with the Kraft AR Financing are equal to or exceed four million dollars ($4,000,000) for the current calendar month, and/or (b) the value of the total collections or payments received by the Borrower from the account debtor with whom the Borrower has entered into a Future AR Financing, whether in the ordinary course of business or in connection with a Future AR Financing are equal to or exceed two million dollars ($2,000,000) for the current calendar month

Collateral Reporting. (a) Borrower The Borrowers shall provide the Agent with the following documents in a form reasonably satisfactory to the Agent: (i) as soon as possible after the end of each month (except during on a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month monthly basis (or during a Cash Dominion Event twice per month upon request by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desireAgent at any time Excess Availability is less than $5,000,000), (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006)collections received, (B) inventory reports by categories, location, and mix (including indicating the amounts a schedule of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) ineligible Accounts as of the end last day of such periodthe prior month (together with a reconciliation to the previous month’s schedule), and (C) reports a schedule of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate ineligible Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits last day of the prior month (together with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since a reconciliation to the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingprevious month’s schedule); (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis (or during a Cash Dominion Event, more frequently as twice per month upon request by the Agent may requestat any time Excess Availability is less than $5,000,000), (A) agings perpetual inventory reports, (B) 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, processors or other third parties), (C) accounts receivable (together with a reconciliation aged trial balance at the immediately preceding month end for each account debtor, aged by due date, which aging reports shall indicate which Accounts are current, up to 30, 30-60 and over 60 days past due and shall list the previous month’s aging names, telephone numbers, invoices, credit and general ledger), debit memos and addresses of all applicable account debtors and (BD) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month); (iii) as soon as possible after upon the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrowerany Loan Party; (iv) 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 (or twice per month upon request by the Agent at any time Excess Availability is less than $5,000,000), (F) reports a Borrowing Base Certificate, duly completed and certified by retail store location of sales and operating profits for each such retail store locationthe Company’s chief executive officer, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower chief financial officer 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 Agreementstreasurer; and (viv) such other reports as upon the Agent’s request, a general ledger summary and a trial balance with a reconciliation of the accounts receivable aging to the Collateral as Agent shall reasonably request from time general ledger and a reconciliation of the perpetual inventory report to timethe general ledger. (b) If Borrower’s or any GuarantorLoan Party’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor such Loan Party hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Agent and to follow the Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide Agent Lender with the following documents in a form satisfactory to Agent: Lender: (ia) as soon as possible after the end of each month (except during on a Cash Dominion Perioddaily basis, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules schedule of sales made, credits issued and cash received during such period received; (provided, that, the such schedules shall not be required to be provided to Agent until July 2006)b) on a weekly basis or more frequently as Lender may request, (Bi) perpetual inventory reports, and (ii) inventory reports by categories, location, class and mix category; (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreementc) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) on a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), monthly basis or during a Cash Dominion Event, more frequently as Agent Lender may request, (Ai) agings of accounts payable, (ii) agings of accounts receivable (together with a reconciliation to the previous month’s 's aging and general ledger), (iii) reports of core return eligibility status by customer, units and dollars, with respect to customers representing Borrower's seven (B7) agings largest customers ranked by sales volume and customers constituting more than ten percent (10%) of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) Eligible Accounts as of the end of such month; date hereof, for the previous twenty-four (iii24) or twelve (12) month period, as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold applicable in connection with such store closurescustomer's Core Return and Stock Adjustment Policies (with an acknowledgment from any such customer if requested by Lender), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller copies of Borrower as soon as possible after the end of each fiscal quarter core bank statements; (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (vd) upon Agent’s Lender's 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (Ci) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (Dii) copies of shipping and delivery documents, and (Eiii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, ; and (I) the monthly statements received by Borrower 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; and (vie) such other reports as to the Collateral as Agent Lender shall reasonably request from time to time. ; provided, however, that so long as no Event of Default and no event or condition which, with notice or the passage of time or both, would constitute an Event of Default, shall exist, Borrower shall be liable for the cost and expense of no more than four (b4) collateral audits in any twelve (12) month period. If any of Borrower’s or any Guarantor’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent Lender and to follow Agent’s Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide Agent Lender with the following documents in a form satisfactory to AgentLender: (i) on a regular basis as soon as possible after the end of each month (except during required by Lender, a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules schedule of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each month (but in any event within ten thirty (1030) Business Days days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as Agent Lender may request, (A) perpetual inventory reports, (B) inventory reports by location and category (and including the amount of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties “from time to time in possession of any Collateral”), (C) agings of accounts payable (and including information indicating the status of payments to owners and lessors of the leased premises of Borrower (and including the amount of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties “from time to time in possession of any Collateral”) and (D) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon AgentLender’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and; (viiv) such other reports as to the Collateral as Agent Lender shall reasonably request from time to time.; and (b) If any of Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent Lender and to follow AgentLender’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) The Borrower shall provide Administrative Agent with the following documents in a form satisfactory to Administrative Agent: (i) on a regular basis as soon as possible after the end of each month (except during a Cash Dominion Periodrequired by Administrative Agent, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as Administrative Agent may request, : (A) perpetual inventory reports, (B) 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, processors or other third parties), (C) agings of accounts receivable Accounts (together with a reconciliation to the previous month’s 's aging and general ledger), ) and (BD) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral); provided, however, that in the case of Clauses (A) as of and (B) above, the end of Borrower may elect to furnish such monthinventory reports to the Administrative Agent on a weekly basis; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Administrative Agent’s 's 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; andGuarantor; (viiv) such other reports as to the portion of the Collateral comprised of Inventory, Accounts and Receivables as Administrative Agent shall reasonably request from time to time. (b) If Borrower’s or any Guarantor’s Loan Party's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor such Loan Party hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Administrative Agent and to follow Administrative Agent’s 's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide Agent with the following documents in a form satisfactory to Agent: (i) as soon as possible after the end of each month (except during on a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month weekly basis (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower Agent may desirerequest), (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as Agent may request, (A) perpetual inventory reports, (B) 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, processors or other third parties), (C) reports setting forth Inventory on hand in excess of demand and Inventory on hand greater than 180 days from the date of purchase; (D) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), ) and (BE) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month); (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and; (viiv) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) If Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower 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 (except during on a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (weekly basis or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desirerequired by Lender, (A) schedules a schedule of sales made, credits issued and cash received during such period (providedreceived, that, the such schedules shall not be required to be provided to Agent until July 2006), and (B) inventory reports each Due From Factor Report, together with copies of all data and other information requested by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of Agent from which each such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and Due From Factor Report is continuing;derived. (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as Agent Lender may request, (A) a report detailing the calculation of the Borrowing Base certified by the chief financial officer of Delta or an authorized designee thereof, in form and substance satisfactory to Agent, (B) perpetual inventory reports, (C) inventory reports by location and category, (D) agings of accounts payable, and (E) agings of accounts receivable (together with a reconciliation to the previous month’s 's aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 's 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, Borrowers; (Fiv) reports by retail store location detailing any sales or transfers of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) Equipment or Real Property during the monthly statements received by Borrower 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 Agreementsprior month; and (viv) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) If Borrower’s or any Guarantor’s of Borrowers' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor Borrowers hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s 's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide the Administrative Agent with the following documents in a form satisfactory to the Administrative Agent: : (a) on a monthly basis as required by the Administrative Agent, within thirty (30) days of each month end (increasing to a weekly basis within three (3) days of each week end during any period a Trigger Event is continuing), (i) as soon as possible after the end a Borrowing Base Certificate, supported by a roll-forward of each month (except during a Cash Dominion Periodaccounts receivable and inventory, then as soon as possible after the end of each week)with supporting details in electronic form, but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of aged accounts receivable (together with a reconciliation to the previous month’s aging and general ledger)listing, and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof)perpetual inventory reports, in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from journals, copies of invoices, shipping documents and such other supporting documentation as deemed necessary by the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, Administrative Agent; and (b) June on a monthly basis as required by the Administrative Agent, within thirty (30) days of month end, 2006(i) a Borrowing Base Certificate as of month end with roll forward of accounts receivable and inventory from the prior month end, certifying the number of new retail store locations opened by Borrower during such period, (ii) aged accounts receivable listing, (iii) aged accounts payable listing, (iv) perpetual inventory reports, (v) upon Agent’s requesttrial balance, (Avi) reports reconciliation of sales for each category of Inventoryaccounts receivable and inventory to the Borrowing Base Certificate, trial balance and financial statements, (Bvii) reports listing of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading numberaccruals, (Cviii) copies of purchase ordersjournals, sales invoices, credit or debit memos, remittance advices and reportsshipping documents, and copies of deposit slips and bank statements, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (vi) such other reports as to deemed necessary by the Collateral as Agent shall reasonably request from time to time. (b) Administrative Agent. If any of the Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, the Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Administrative Agent and to follow the Administrative Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide Agent with the following documents in a form satisfactory to Agent: (i) on a periodic basis as soon as possible after the end required by Lender, a schedule of each month (except during a Cash Dominion PeriodAccounts, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible on a monthly basis within twenty (20) days after the end of each month end or more frequently as Agent may request: (but in any event A) agings of accounts payable; and (B) copies of bank statements and trial balances; (iii) within ten twenty (1020) Business Days days after the each month end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (a duly completed and executed Borrowing Base Certificate together with a reconciliation any information which Agent reasonably requests in connection therewith which Borrowing Base Certificate shall, in no event, be deemed to limit, impair or otherwise affect Agent and Lenders and their respective rights contained in this Agreement and in the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession event of any Collateral) as of conflict or inconsistency between the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower calculations made in the immediately preceding monthBorrowing Base Certificate and those made by Agent, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of those made by Agent shall be binding and conclusive on Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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 reportabsent manifest error; (iv) on a report from weekly basis, on the chief financial officer, treasurer or controller of Borrower as soon as possible after the end Monday of each fiscal quarter week, and if such Monday does not fall on a Business Day then on the next Business Day: (but A) details of cash receipts; (B) a schedule, in any event within ten (10) Business Days after the end thereofform attached herewith as Schedule 7.1(a)(iv)(B), commencing with of the fiscal quarter ending (a) March 31, 2005, certifying the number aggregate amount of shares of Capital Stock issued cash collections made by Borrower in the preceding week together with evidence, in form and substance satisfactory to Parent Agent, of the deposit of such collections into the Blocked Accounts; (C) a schedule, in conjunction with the issuance by Parent form attached herewith as Schedule 7.1(a)(iv)(C), of its Capital Stock the Trailing Cash Collections; and (D) such other reports as to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect the Collateral as Agent shall request from time to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period,time; (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, ; (DB) copies of shipping and delivery documents, ; (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, ; (FD) reports by retail store location agings of sales and operating profits for accounts receivable on a monthly basis within twenty (20) days after the end of each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower month or any of its Affiliates from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto more frequently as shall be sufficient to enable Agent to monitor the transactions pursuant to the Credit Card Agreementsmay request; and (viE) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) . If any of Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes authorizes, at any time that an Event of Default exists or has occurred and is continuing, such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services services. (b) Borrower shall, at its expense, once in any twelve (12) month period, but at any time that or times as Agent may request on or after an Event of Default exists or has occurred and that is continuing, deliver or cause to be delivered to Agent written Appraisals as to all of the Collateral.

Collateral Reporting. (a) Upon Agent's request, Borrower shall promptly provide Agent with the following documents in a form satisfactory to Agent: (i) as soon as possible after the end on a daily basis with a schedule of each month (except during a Cash Dominion PeriodAccounts, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash collections received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingissued; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof)on a weekly roll forward basis, or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together inventory reports with a reconciliation respect to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such monthfinished bottles; (iii) as soon as possible after the end of each month (but in any event ten within fifteen (1015) Business Days after the end thereof), in each case certified by the chief financial officeron a monthly basis or more frequently as Agent may request, treasurer or controller of Borrower as true and correct: (A) perpetual inventory reports, (B) 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, processors or other third parties), (C) agings of accounts receivable (together with a statement confirming reconciliation to the payment previous month's aging and general ledger) and (D) agings of rent accounts payable (and other including information indicating the amounts due owing to owners and lessors of real property used by Borrower leased premises, warehouses, processors and other third parties from time to time in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory possession of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closuresCollateral), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and; (viv) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) If any of Borrower’s or any Guarantor’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, reports and related documents to Agent and to follow Agent’s 's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) The Borrower shall provide the Administrative Agent with the following documents in a form satisfactory to the Administrative Agent: (i) as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event reasonably required by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desireAdministrative Agent, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each fiscal month (but in any event within ten fifteen (1015) Business Days days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as the Administrative Agent may request, : (A) perpetual inventory reports, (B) inventory reports by location and category (and including the amounts of Inventory, the value thereof at any leased locations and at premises of warehouses, processors or other third parties and detail of all additions and reductions (cash and non-cash) with respect to inventory), (C) agings of accounts receivable Accounts (together with a reconciliation to the previous month’s 's aging and general ledger), and (BD) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as and (E) a report setting forth all issued and outstanding letters of the end of such monthcredit; (iii) as soon as possible after the end of each fiscal month (but in any event ten within fifteen (1015) Business Days days after the end thereof) or more frequently as the Administrative Agent may request: (A) a reconciliation of the aging Accounts trial balance of the Loan Parties to the most recent Borrowing Base Certificate, general ledger and monthly financial statements delivered pursuant to Section 8.01(a), in each case certified accompanied by such supporting detail and documentation as may be requested by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustmentsAdministrative Agent, (B) a monthly reconciliation of the addresses of all new retail store perpetual Inventory by locations of Borrower opened the Loan Parties to the most recent Borrowing Base Certificate, general ledger and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closuresmonthly financial statements delivered pursuant to Section 8.01(a), in each case since accompanied by such supporting detail and documentation as may be requested by the date of the most recent certificate delivered to Agent containing the information required under this clauseAdministrative Agent, and (C) reports regarding consigned inventory, (D) reports regarding inventory subject an aging accounts payable and a reconciliation of that accounts payable aging to the Wholesale AgreementBorrower's general ledger and monthly financial statements delivered pursuant to Section 8.01(a), (E) reports regarding customer deposits in each case accompanied by such supporting detail and gift cards, and (F) a report of any new deposit account established or used documentation as may be requested by Borrower with any bank or other financial institution, including the name of the account, 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 reportAdministrative Agent; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end on Tuesday of each fiscal quarter week as of the Friday of the immediately proceeding week or at such more frequent intervals as any Agent may reasonably request from time to time, (but in any event within ten i) a Notice of Borrowing with supporting weekly collateral reports with respect to the Borrower including all additions (10supported by invoice registers and/or debt memo registers) Business Days after the end thereof), commencing with the fiscal quarter ending and reductions (a) March 31, 2005, certifying the number of shares of Capital Stock issued supported by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries cash receipts journal and including information contemplated by Section 9.7(b)(iiicredit memo journal) with respect to such issuances, Accounts of the Loan Parties and (bii) June 30, 2006, certifying the number of new retail store locations opened a Borrowing Base Certificate referred to in Section 8.01(a)(vi) in each case accompanied by Borrower during such period,supporting detail and documentation as may be requested by any Agent; (v) upon the Administrative Agent’s '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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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 AgreementsGuarantor; and (vi) such other reports as to the portion of the Collateral comprised of Inventory and Accounts as the Administrative Agent shall reasonably request from time to time. (b) If Borrower’s or any Guarantor’s Loan Party's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor such Loan Party hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Administrative Agent and to follow the Administrative Agent’s 's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide Agent Provide the Agents with the following documents at the following times in a form and substance satisfactory to Agent: the Agents: (a) on a monthly basis and, in any event, by no later than the 10th Business Day of each fiscal month of Borrower during the term of this Agreement with respect to the following clauses (i) as soon as possible after and (ii) and the end 5th Business Day of each fiscal month of Borrower during the term of this Agreement with respect to the following clause (iii), (i) a detailed calculation of the Borrowing Base, (ii) a schedule, in form and substance satisfactory to the Collateral Agent, of the Eligible Unbilled Accounts, and (iii) a detailed aging, by total, of the Eligible Accounts, (b) on a monthly basis and, in any event, by no later than the 15th day of each month (except during the term of this Agreement, a Cash Dominion Periodsummary aging, then as soon as possible after the end by vendor, of each week), but in Borrower's accounts payable and any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desirebook overdraft, (Ac) schedules if requested by an Agent, on each Business Day, notice of sales made, credits issued and cash received during such period (provided, that, the such schedules shall all disputes or claims not be required to be provided to Agent until July 2006)previously reported, (Bd) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may upon request, (A) agings copies of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold invoices in connection with such store closures)the Accounts, in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoicesstatements, credit memos, remittance advices and reports, deposit slips, purchase orders and copies of deposit slips and bank statementsinvoices, (De) copies on a quarterly basis, a detailed list of shipping and delivery documentsBorrower's customers by contract, (Ef) copies on a monthly basis, a calculation of purchase orders, invoices and delivery documents the Dilution for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, the prior month; and (I) the monthly statements received by Borrower 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; and (vig) such other reports as to the Collateral or the financial condition of the Companies as any Agent shall reasonably may request from time to time. (b) If Borrower’s or any Guarantor’s records or reports . Original invoices shall be mailed by the Companies to each Account Debtor and, at Administrative Agent's direction after the occurrence and during the continue of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or Default, the invoices shall indicate on their face that the Account has occurred been assigned to the Administrative Agent and is continuingthat all payments are to be made directly to the Collateral Agent.

Collateral Reporting. (a) Borrower Borrowers shall provide Agent with the following documents in a form reasonably satisfactory to Agent; provided, that, in the case of items (i) and (ii) below, if such documents are provided to Working Capital Agent as well, such documents shall be provided to Agent in the same form as provided to Working Capital Agent: (i) on a regular basis as soon as possible after the end of each month reasonably required by Agent (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as no more frequently as Borrower may desirethan weekly if no Default or Event of Default has occurred and is continuing), (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as reasonably practicable possible after the end of each month (but in any event within ten fifteen (1015) Business Days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as Agent may request, : (A) perpetual inventory reports; (B) 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, processors or other third parties); (C) agings of accounts receivable (together with a reconciliation to the previous month’s 's aging and general ledger), and ; (BD) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral); and (E) a Borrowing Base Certificate, (in the same form as of the end of and at such monthtimes as delivered to Working Capital Agent); (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correctupon Agent's good faith request: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, ; (DB) copies of shipping and delivery documents, ; and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by any Borrower 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; andGuarantor; (viiv) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) If any Borrower’s 's or any Guarantor’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, subject to the terms of the Term Loan Intercreditor Agreement, such Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s 's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) The Borrower shall provide Agent with the following documents at the following times in a form satisfactory to Agent: : (a) on each Business Day, for the preceding Business Day, a schedule of each Obligor’s Accounts created, credits given, cash collected and other adjustments to such Accounts since the last such schedule; (b) on a monthly basis, by the twentieth day of the following month, or more frequently if requested by the Agent in writing, (i) as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; providedAccounts, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous monthcorresponding Borrowing Base and to each Obligor’s aging and general ledger), and ; (Bii) agings an aging of each Obligor’s accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; payable; (iii) as soon as possible after the end a detailed calculation of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true Eligible Accounts and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold Eligible Inventory (including In-Transit Inventory); and (iv) Inventory reports by SKU and location, together with a report reconciliation to the corresponding Borrowing Base and to the applicable general ledgers; (c) upon Agent’s written request and within a reasonable time after such request, copies of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold invoices in connection with such store closures)Accounts, in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoicesstatements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices documents in connection with such Accounts and delivery documents for Inventory and Equipment acquired by Borroweran Obligor, purchase orders and invoices; (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (vid) such other reports as to the Collateral of the Borrower or another Obligor as the Agent shall reasonably request from time to time. ; and (be) with the delivery of each of the foregoing, a certificate of the Borrower executed by a Responsible Officer certifying as to the accuracy and completeness of the foregoing. If Borrower’s or any GuarantorObligor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, Borrower and each Guarantor such Obligor hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to Agent and the Agent, for distribution to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuingthe Lenders.

Collateral Reporting. (a) Borrower The Parent shall provide the Agent with the following documents at the following times in a form satisfactory to the Agent: : (ia) as soon as possible after on a weekly basis, or more frequently if requested by the end Agent, a schedule of each month Borrower's Accounts created since the last such schedule and a Borrowing Base Certificate; (except during b) on a Cash Dominion Periodmonthly basis, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after 15th day of the end of such week) following month, or as more frequently as Borrower may desireif requested by the Agent, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; providedeach Borrower's Accounts, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous month’s 's aging of each Borrower's Accounts and to each Borrower's general ledger; (c) on a monthly basis by the 15th day of the following month, or more frequently if requested by the Agent, an aging of each Borrower's accounts payable; (d) on a monthly basis by the 15th day of the following month (or more frequently if requested by the Agent), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results Inventory reports by category and location, with additional detail showing additions to and deletions from the Inventory, together with a reconciliation to each Borrower's general ledger; (e) upon request, copies of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold invoices in connection with such store closures)each Borrower's Accounts, in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoicesstatements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices documents in connection with each Borrower's Accounts and delivery documents for Inventory and Equipment acquired by each Borrower, purchase orders and invoices; (Ff) reports by retail store location upon request, a statement of sales and operating profits for the balance of each such retail store location, of the Intercompany Accounts; (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (vig) such other reports as to the Collateral of each Borrower as the Agent shall reasonably request from time to time. ; and (bh) with the delivery of each of the foregoing, a certificate of the Parent executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If any Borrower’s or any Guarantor’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, such Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to Agent and the Agent, for distribution to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuingthe Lenders.

Collateral Reporting. (a) The Borrower shall provide Agent with the following documents at the following times in a form satisfactory to Agent: (a) on each Business Day for the preceding Business Day a schedule of the Credit Parties' Accounts created, credits given, cash collected and other adjustments to such Accounts since the last such schedule; (b) on a monthly basis, by the 15th day of the following month, or more frequently if requested by the Agent in writing, (i) as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; providedAccounts, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous month’s aging corresponding Borrowing Base and to the Credit Parties' general ledger), and ; (Bii) agings an aging of each Credit Party's accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; payable; (iii) as soon as possible after the end a detailed calculation of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true Eligible Accounts and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold Eligible Inventory (including In-Transit Inventory); and (iv) Inventory reports by SKU and location, together with a report reconciliation to the corresponding Borrowing Base and to the applicable general ledgers; (c) upon Agent's written request and within a reasonable time after such request, copies of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold invoices in connection with such store closures)Accounts, in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoicesstatements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices documents in connection with such Accounts and delivery documents for Inventory and Equipment acquired by Borrowera Credit Party, purchase orders and invoices; (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (vid) such other reports as to the Collateral of the Borrower or another Credit Party as the Agent shall reasonably request from time to time. ; and (be) with the delivery of each of the foregoing, a certificate of the Borrower executed by a Responsible Officer certifying as to the accuracy and completeness of the foregoing. If Borrower’s or any Guarantor’s of Credit Parties' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, Borrower and each Guarantor the Credit Parties hereby irrevocably authorizes authorize such service, contractor, shipper service or agent to deliver such records, reports, and related documents to Agent and the Agent, for distribution to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuingthe Lenders.

Collateral Reporting. (a) The Borrower Representative shall provide the Administrative Agent, within twenty (20) days after the end of each month (or on the third (3rd) Business Day of each week during a Cash Dominion Period), a Borrowing Base Certificate duly completed and executed by a Financial Officer of the Borrower Representative as of the end of such month (or, during a Cash Dominion Period, as of the close of business on the immediately preceding Friday); (b) The Borrower Representative shall provide the Administrative Agent with the following documents in a form satisfactory to Agentthe Administrative Agent and the Lenders: (i) as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten twenty (1020) Business Days days after the end thereof), on a monthly basis or more frequently as the Administrative Agent or the Required Lenders may reasonably request (or on the third (3rd) Business Day of each week during a Cash Dominion Event, more frequently as Agent may requestPeriod), (A) agings of accounts payable (and including information indicating the status of payments to owners and lessors of the leased premises of the Loan Parties), and (B) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger▇▇▇▇▇▇), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (vii) upon the Administrative Agent’s or the Required Lenders’ 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, invoices and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, statements and (DB) copies of shipping and delivery documents, (E) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location a schedule of sales made, credits issued and operating profits for each such retail store locationcash received; (iii) within three (3) Business Days after the consummation of any Disposition (outside the ordinary course of business) of any Eligible Accounts in excess of $500,000 included in the Borrowing Base, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower or any of its Affiliates from any Credit Card Issuers or Credit Card Processorsan updated Borrowing Base Certificate, together with such additional supporting information with respect thereto as shall may be sufficient to enable Agent to monitor reasonably requested by the transactions pursuant to the Credit Card AgreementsAdministrative Agent; and (viiv) such other reports as to the Collateral as the Administrative Agent or the Required Lenders shall reasonably request from time to time.; and (bc) If Borrower’s or any Guarantor’s of the Loan Parties’ records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor the Loan Parties hereby irrevocably authorizes authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Administrative Agent and to follow the Administrative Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower 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 (except during on a Cash Dominion Periodweekly basis, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (providedreceived, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as together with a certificate of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingBorrowing Base; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), ) which shall identify the copyright titles whose sale generated each account receivable or portion thereof and (B) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month); (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrowerany Borrower or Guarantor, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (HD) perpetual inventory reports, and (IE) inventory reports by location and category (and including the monthly statements received by Borrower amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors 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; andother third parties); (viiv) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) If any Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower The Loan Parties shall provide Agent with the following documents at the following times in a form satisfactory to Agent: : (a) on each Business Day, for the preceding Business Day, a schedule of each Loan Party’s Accounts created, credits given, cash collected and other adjustments to such Accounts since the last such schedule; (b) on a monthly basis, by the twentieth (20th) day of the following month, or more frequently upon the reasonable request of the Agent in writing, (i) as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; providedAccounts, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous monthcorresponding Borrowing Base and to each Loan Party’s aging and general ledger), ; (ii) a detailed calculation of Eligible Accounts and (B) agings of accounts payable Eligible Inventory (including information indicating the aggregate amount owing to owners In-Transit Inventory); and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible Inventory reports by location, together with a reconciliation to the corresponding Borrowing Base and to the applicable general ledgers; (c) upon Agent’s written request and within a reasonable time after the end such request, copies of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold invoices in connection with such store closures)Accounts, in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoicesstatements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices documents in connection with such Accounts and delivery documents for Inventory and Equipment acquired by Borrowera Loan Party, purchase orders and invoices; (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (vid) such other reports as to the Collateral of the Borrowers or another Loan Party as the Agent shall reasonably request from time to time. ; and (be) with the delivery of each of the foregoing, a certificate of the Loan Parties executed by a Responsible Officer certifying as to the accuracy and completeness of the foregoing. If Borrower’s or any GuarantorLoan Party’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, Borrower and each Guarantor such Loan Party hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to Agent and the Agent, for distribution to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuingthe Lenders.

Collateral Reporting. (a) Borrower The Borrowers shall provide the Administrative Agent with the following documents in a form reasonably satisfactory to the Administrative Agent: (i) on a regular basis as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event required by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desireAdministrative Agent, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each fiscal month (but in any event within ten fifteen (1015) Business Days days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as the Administrative Agent may reasonably request, : (A) perpetual inventory reports for each location of Inventory of the Loan Parties, but only to the extent such Loan Parties are capable of providing such reports for such location, and if not capable, such other inventory reports in form and substance reasonably acceptable to the Administrative Agent, (B) inventory reports by location and Inventory Category (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (C) agings of accounts receivable Accounts (together with a reconciliation to the previous month’s 's aging and general ledger), and (BD) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral), and (E) as a report setting forth all issued and outstanding letters of the end of such monthcredit; (iii) as soon as possible after upon the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Administrative Agent’s 's 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by any Borrower 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 AgreementsGuarantor; and (viiv) such other reports as to the portion of the Collateral comprised of Inventory, Accounts and Receivables of Domestic Loan Parties and Accounts and Receivables of the Canadian Borrowing Base Guarantors as the Administrative Agent shall reasonably request from time to time. (b) If Borrower’s or any Guarantor’s Loan Party's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor such Loan Party hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and 101 related documents to the Administrative Agent and to follow the Administrative Agent’s 's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower The Borrowers shall provide the Administrative Agent and the Documentation Agent with the following documents in a form satisfactory to the Administrative Agent: (i) on a regular basis as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event required by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desireAdministrative Agent, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each fiscal month (but in any event within ten (10) Business Days days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as the Administrative Agent may request, : (A) perpetual inventory reports, (B) 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, processors or other third parties), (C) agings of accounts receivable Accounts (together with a reconciliation to the previous month’s 's aging and general ledger), and (BD) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as and (E) a report setting forth all issued and outstanding letters of the end of such monthcredit; (iii) as soon as possible after upon the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Administrative Agent’s 's 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by any Borrower 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 AgreementsGuarantor; and (viiv) such other reports as to the portion of the Collateral comprised of Inventory, Accounts and Receivables as the Administrative Agent shall reasonably request from time to time. (b) If Borrower’s or any Guarantor’s Loan Party's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor such Loan Party hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Administrative Agent and to follow the Administrative Agent’s 's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. The Borrowers will provide the Lender with the following documents, for each of the Borrowers, at the following times in form satisfactory to the Lender: (a) Borrower shall provide Agent with the following documents in on a form satisfactory to Agent: (i) as soon as possible after the end daily basis, a schedule of each month (except during credit memos and reports, a Cash Dominion Period, then as soon as possible after the end schedule of each week), but in any event within ten (10) Business Days after the end collections of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, locationaccounts receivable, and mix a schedule of Accounts created since the last such schedule; (including indicating the amounts b) on a daily basis a detailed list of Inventory at warehouses invoices and storesremittances for each account; (c) on a monthly basis, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as a copy of the end final page of such period, both cash and sales journals reconciled to schedules received on a daily basis; (Cd) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may upon request, copies of invoices, credit memos, shipping and delivery documents; (Ae) detailed monthly agings of accounts receivable to be delivered no later than the 10th day of each month respecting the immediately preceding month; (together f) monthly inventory reports by category (including valuations determined on a valuation method acceptable to Lender) for all inventory located in the United States in a State in which a first priority security interest in favor of the Lender has been perfected, to be delivered by the 20th day of each month with a reconciliation respect to the previous immediately preceding month’s aging and general ledger); (g) upon request, and monthly perpetual inventory reports; (Bh) monthly agings of accounts payable (including information indicating no later than the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as 10th day of the end of such following month; ; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (vi) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, the Borrowers; (Fj) reports by retail store location copies of sales invoices issued against the Belgian Guaranties and operating profits for each copies of the Guarantees issued; (k) other such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (vi) such other reports as to the Collateral as Agent the Lender shall reasonably request from time to time. ; and (bl) If Borrower’s certificates of an officer or any Guarantor’s records appropriate approved employee designated by the chief executive officer, chief financial officer or reports treasurer of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, relevant Borrower and each Guarantor hereby irrevocably authorizes such servicereasonably acceptable to Lender, contractor, shipper or agent certifying as to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuingthe foregoing.

Collateral Reporting. Provide Agent (aand if so requested by Agent, with copies for each Lender) Borrower shall provide Agent with the following documents at the following times in a form satisfactory to Agent: (ia) daily notices of any dispute or claim that, if adversely determined, would, individually or in the aggregate, result in a liability to Borrower or a Restricted Subsidiary in excess of $500,000; (b) as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week)available, but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible 30 days after the end of each month month, (i) a detailed aging, by total, of the Accounts, including, among other things, lease operating expenses and royalty payments and (ii) a summary, by vendor of each Loan Party's accounts payable and any book overdraft; (c) as soon as available, but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible 30 days after the end of each month month, a report, in form and substance satisfactory to Agent, setting forth on a well-by-well or unit-by-unit basis and also on an (i) a statement of gross and net sales proceeds of all Hydrocarbons produced from the Oil and Gas Properties of each Loan Party and pricing information (and in the aggregate only on a hedged and unhedged basis) relating thereto, (ii) the volume and/or quantity of Hydrocarbon products sold for the previous month, (iii) the severance, gross production, occupation and/or gathering taxes deducted from or paid out of the proceeds payable to the Loan Parties, (iv) the operating expenses, drilling costs and capital expenditures, (v) the number of wells operated (or the numbers of pooled units), drilled or aband▇▇▇▇, (vi) a statement of all funds received from the sale of Hydrocarbons representing amounts attributable to trust fund taxes or Hydrocarbon Interests of third parties and (vii) such other information as Agent may reasonably request; (d) as soon as available, but in any event ten (10) Business Days within 30 days after the end thereofof each month, a report, in form and substance satisfactory to Agent, setting forth, as of the last Business Day of such month, a summary of the hedging positions of each Loan Party under all Hedging Agreements (including, without limitation, any contract of sale which provides for prepayment for deferred shipment or delivery of oil, gas or other commodities of each Loan Party), including the type, term, effective date, termination date and notional principal amounts or volumes, the hedged price(s), interest rate(s) or exchange rate(s), as applicable, and any new credit support agreements relating thereto; (e) as soon as available, but in any event not later than 75 days after June 30th and December 31st of each case certified by year, a Reserve Report, prepared under the supervision of the chief financial officer, treasurer or controller engineer of Borrower as who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the Initial Reserve Report, and together with each such Reserve Report, a certificate of an Authorized Person of Borrower certifying that, to such Authorized Person's knowledge (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (Bii) the addresses Borrower owns good and defensible title to its Oil and Gas Properties evaluated in such Reserve Report and such Oil and Gas Properties are free and clear of all new retail store locations Liens except for Permitted Liens, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take-or-pay or other prepayments with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require Borrower to deliver Hydrocarbons produced from such Oil and Gas Properties or make cash payments at some future time without then or thereafter receiving full payment therefor, (iv) except as set forth on an exhibit to the certificate, none of the Oil and Gas Properties of Borrower opened and existing retail store locations closed or have been sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the Reserve Report most recent certificate recently delivered pursuant to Agent containing the information required under this clauseSection 6.2(e) (or if no such Reserve Report has been so delivered, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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 since the date of the Initial Reserve Report), which exhibit shall list all of the Oil and Gas Properties of Borrower sold and in such reportdetail as is reasonably required by Agent, (v) attached as an exhibit to the certificate is a list of the Oil and Gas Properties of Borrower added to and deleted from the Reserve Report most recently delivered pursuant to this Section 6.2(e) (or if no such Reserve Report has been so delivered, from the Initial Reserve Report) and a list of all Persons disbursing proceeds to Borrower or any Guarantor, as applicable, from its Oil and Gas Properties, (vi) all of the Oil and Gas Properties evaluated by such Reserve Report are subject to a Mortgage, the Collateral Agent's Liens and UCC financing statements, that in each case create a second priority perfected Lien in such Oil and Gas Properties in favor of the Collateral Agent for the benefit of the Lender Group, subject only to Permitted Liens that arise by operation of law and securing obligations for the payment of money not delinquent, (vii) none of the Oil and Gas Properties evaluated by such Reserve Report are subject to any Farmout or similar arrangement other than pursuant to a Permitted Farmout Agreement and (viii) except as set forth on an exhibit to such certificate, there has not been any change in the working interest or net revenue interest of any Loan Party in any of the Oil and Gas Properties included on such Reserve Report; (ivf) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible available, but in any event not later than 45 days after the end of each fiscal quarter, a report, certified by an Authorized Person of Borrower: (i) setting forth the total amount actually paid by each Loan Party during the preceding quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s request, for (A) reports of sales plugging and abandonment costs for each category of Inventory, previous or ongoing plugging and abandonment operations pertaining to its Oil and Gas Properties and (B) reports of aggregate Inventory purchases general bond and supplemental bond payments pertaining to plugging and abandonment costs; and (including all costs related thereto, such as freight, duty and taxesii) estimating the future payments for (A) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number(B), (C) copies of purchase ordersabove, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) of the monthly statements received by Borrower 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 Agreementssucceeding two quarters; and (vig) upon request by Agent, such other reports as to the Oil and Gas Properties of the Loan Parties, the other Collateral as Agent shall reasonably request from time to time. (b) If Borrower’s or the financial condition of Borrower or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuingits Subsidiaries.

Collateral Reporting. (a) Borrower The Company shall provide Administrative Agent with the following documents in a form reasonably satisfactory to Administrative Agent: (i) as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten fifteen (1015) Business Days after the end of such month (thereof), on a monthly basis or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower Administrative Agent may desirerequest, (A) schedules inventory reports by location and category (and including the amounts of sales madeInventory and the value thereof at any leased locations and at premises of warehouses, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006processors or other third parties), (B) inventory reports by categories, location, agings of accounts receivable (together with a reconciliation to the general ledger) and mix (C) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of Inventory at warehouses leased premises, warehouses, processors and stores, and detail regarding Inventory subject other third parties from time to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as time in possession of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingany Collateral); (ii) as soon as possible after the end of each month (but in any event within ten fifteen (1015) Business Days after the end thereof), or on a monthly basis or, upon the occurrence and during the continuance of a Cash Dominion Management Event, more frequently as Administrative Agent may request, (A) agings of accounts receivable (together with a reconciliation to Borrowing Base Certificate, duly completed and certified by the previous monthCompany’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such monthchief executive officer or chief financial officer; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Administrative Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, any Borrower or Guarantor and (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (HD) perpetual inventory reports, and (I) the monthly statements received by Borrower or any in each case, within a reasonable period of its Affiliates from any Credit Card Issuers or Credit Card Processors, together with time following such additional information with respect thereto as shall be sufficient to enable Agent to monitor the transactions pursuant to the Credit Card Agreements; andrequest; (viiv) such other reports as to the Collateral as Administrative Agent shall reasonably request from time to time, within a reasonable period of time following such request. (b) If any Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Administrative Agent and to follow Administrative Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Each Borrower shall provide the Administrative Agent with the following documents at the following times in a form satisfactory to the Administrative Agent: : (ia) as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end on Friday of each week, or more frequently if requested by the Administrative Agent, a Borrowing Base Certificate for the seven-day period ending Saturday of the prior week; (b)on a monthly basis (or more frequently if requested by the Administrative Agent), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory Inventory reports by categoriesdepartment and by store, location, with additional detail showing additions to and mix deletions from the Inventory; (including indicating c) at the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as request of the end of such periodAdministrative Agent, on a quarterly basis, within thirty (C30) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible days after the end of each fiscal quarter (but of the Parent, a reconciliation report in any event within ten (10) Business Days after form and substance satisfactory to the end thereof), commencing with Administrative Agent and the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) Lenders with respect to such issuances, and variances discovered during the cycle inventory count for the immediately preceding fiscal quarter required under Section 6.9(b) hereof; (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (vd) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase ordersinvoices in connection with such Borrower's Accounts, sales invoicescustomer statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices documents in connection with such Borrower's Accounts and delivery documents for Inventory and Equipment acquired by such Borrower, purchase orders and invoices; (Fe) reports by retail store location upon request, a statement of sales and operating profits for the balance of each such retail store location, of the Intercompany Accounts; (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (vif) such other reports as to the Collateral of such Borrower or any Credit Party as the Administrative Agent shall reasonably request from time to time. ; and (bg) with the delivery of each of the foregoing, a certificate of such Borrower executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If any Borrower’s or any Guarantor’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, such Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to Agent and the Administrative Agent, for distribution to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuingthe Lenders.

Collateral Reporting. (a) Borrower The Borrowers shall provide the Administrative Agent with the following documents in a form reasonably satisfactory to the Administrative Agent: (i) on a regular basis as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event required by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desireAdministrative Agent, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each fiscal month (but in any event within ten fifteen (1015) Business Days days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as the Administrative Agent may reasonably request, : (A) perpetual inventory reports for each location of Inventory of the Loan Parties, but only to the extent such Loan Parties are capable of providing such reports for such location, and if not capable, such other inventory reports as are consistent with the reports provided to Hilco in connection with the initial appraisal of the Inventory, (B) inventory reports by location and Inventory Category (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (C) agings of accounts receivable Accounts (together with a reconciliation to the previous month’s 's aging and general ledger), and (BD) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral), and (E) a report setting forth all issued and outstanding letters of credit; provided, however, that after delivering to the Administrative Agent the reports described in this Section 8.05(a)(ii) for the fiscal month of February 2004, the Borrowers shall continue, subject to the foregoing limitations, to prepare such reports on a monthly or more frequent basis as of the end of Administrative Agent may reasonably request, but the Borrowers shall not be required to deliver such monthreports to the Administrative Agent unless otherwise requested by the Administrative Agent; (iii) as soon as possible after upon the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Administrative Agent’s 's 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by any Borrower 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 AgreementsGuarantor; and (viiv) such other reports as to the portion of the Collateral comprised of Inventory, Accounts and Receivables of Domestic Loan Parties as the Administrative Agent shall reasonably request from time to time. (b) If Borrower’s or any Guarantor’s Loan Party's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor such Loan Party hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Administrative Agent and to follow the Administrative Agent’s 's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower 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 (except during on a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (weekly basis or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desirerequired by Lender, (A) schedules a schedule of sales made, credits issued and cash received during such period (providedreceived, that, the such schedules shall not be required to be provided to Agent until July 2006), and (B) inventory reports each Due From Factor Report, together with copies of all data and other information requested by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of Agent from which each such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and Due From Factor Report is continuing;derived. (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as Agent Lender may request, (A) a report detailing the calculation of the Borrowing Base certified by the chief financial officer of Delta or an authorized designee thereof, in form and substance satisfactory to Agent, (B) perpetual inventory reports, (C) inventory reports by location and category, (D) agings of accounts payable, and (E) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, Borrowers; (Fiv) reports by retail store location detailing any sales or transfers of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) Equipment or Real Property during the monthly statements received by Borrower 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 Agreementsprior month; and (viv) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) If Borrower’s or any Guarantor’s of Borrowers’ records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor Borrowers hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower 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 (except during on a Cash Dominion Periodmonthly basis, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower Agent may desire, request (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006)perpetual inventory reports, (B) inventory reports by categories, location, location and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such periodcategory, (C) reports agings of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such periodaccounts payable, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iiiii) as soon as possible after on a monthly basis, a report detailing the end calculation of each month (but in any event ten (10) Business Days after the end thereof), in each case Borrowing Base certified by the chief financial officer, treasurer officer of Delta or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures)an authorized designee thereof, in each case since the date form and substance satisfactory to Agent; provided, that, if Excess Availability at any time is less than an amount equal to twelve and one-half percent (12.5%) of the most recent certificate delivered Maximum Credit, in Agent’s discretion and at Agent’s request, Borrowers shall deliver to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name such calculation of the account, the account number, the name Borrowing Base and address certification on a weekly basis until such time that Excess Availability is greater than or equal to twelve and one-half percent (12.5%) of the financial institution Maximum Credit, for a period of sixty (60) consecutive days, at which such account is maintained, time the purpose of such account and, if any, the amount held in such account on or about the date of such reportdelivery requirements shall revert to a monthly basis; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (viii) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, Borrowers; (Fiv) reports by retail store location detailing any sales or transfers of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) Equipment or Real Property during the monthly statements received by Borrower 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 Agreementsprior month; and (viv) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) If Borrower’s or any Guarantor’s of Borrowers’ records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor Borrowers hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide Agent with the following documents in a form satisfactory to Agent: (i) as soon as possible after the end of each month (except during on a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month weekly basis (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower Agent may desirerequest), (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as Agent may request, (A) perpetual inventory reports, (B) 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, processors or other third parties), (C) reports setting forth Inventory on hand in excess of schedule production or with no demand and Inventory on hand greater than one hundred eighty (180) days from the date of purchase; (D) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), ) and (BE) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral), provided, that, upon the occurrence of a Default or an Event of Default or if at any time Excess Availability is less than Three Million ($3,000,000) Dollars, such inventory reporting shall be required on a weekly basis (or more frequently as of the end of such monthAgent may request); (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and; (viiv) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) If Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. The Loan Parties shall provide, or cause to be provided, to the Agent the following documents at the following times in form satisfactory to the Agent: (a) Borrower shall provide Agent with on or before the 20th day following documents in a form satisfactory to Agent: (i) as soon as possible after the end last day of each month (except during a Cash Dominion Periodcalendar month, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event more frequently if requested by the third Agent or if Borrower elects in order to recalculate Availability, a schedule of the Borrower's Accounts created since the last such schedule and a Borrowing Base Certificate; (3rdb) Business Day after the end of such week) on a monthly basis, or as more frequently as Borrower may desireif requested by the Agent, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; providedBorrower's Accounts, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous month’s 's aging of such Borrower's Accounts and to its general ledger); (c) on a monthly basis, or more frequently if requested by the Agent, an aging of each Borrower's accounts payable; (d) on a monthly basis, Inventory reports by category, separately stating the Book Value of Rig Materials and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) Supplies as of the end last day of such month; (iii) as soon as possible after the end of each preceding calendar month (but in any event ten (10) Business Days after the end thereof)or, in each case certified if requested by the chief financial officerAgent, treasurer or controller of Borrower more frequently and prepared as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets day of Borrower sold in connection with a calendar month, to the extent such store closuresreports reasonably can be made available by the Loan Parties); (e) on a monthly basis, in each case since the date a Rig Report as of the most recent certificate delivered to Agent containing last day of the information required under this clausepreceding calendar month, (Cf) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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 before the date of such report; (iv) a report from 20th day following the chief financial officer, treasurer or controller of Borrower as soon as possible after the end last day of each fiscal quarter of each Fiscal Year, a Drilling Contract Report, (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (vg) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase ordersinvoices in connection with each Borrower's Accounts, sales invoicescustomer statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (D) copies of shipping and delivery documents, documents in connection with each Borrower's Accounts; (E) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (vih) such other reports as to the Collateral as the Agent shall reasonably request from time to time. ; and (bi) with the delivery of each of the foregoing, a certificate of the Loan Parties executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If Borrower’s or any Guarantor’s of the Loan Parties' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, Borrower and each Guarantor Loan Party hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders. Each of the items required on a monthly basis by clauses (b) through (e) preceding shall be delivered to the Agent not later than 20 days after the last day of each calendar month. The Borrowers represent and warrant that no Foreign Currency Reimbursements are included in any Borrowing Base Certificate or otherwise reported to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuingthe Agent as being included in the Borrowing Base.

Collateral Reporting. (a) Borrower shall provide Provide Agent with the following documents at the following times in a form satisfactory to Agent: (ia) as soon as possible after not less frequently than weekly, a sales journal, collection journal, and credit register since the end last such schedule (to the extent activity has occurred since the last schedule), (b) on a monthly basis and, in any event, by no later than the 15th day of each month (except during a Cash Dominion Period, then as soon as possible after the end term of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desirethis Agreement, (Ai) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as a detailed calculation of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such periodBorrowing Base, and (Dii) a report of credit card sales during such perioddetailed aging, including the amount by total, of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; providedAccounts, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as detailed calculation of the end of such month;Borrowing Base previously provided to Agent, (iiic) as soon as possible after on a monthly basis and, in any event, by no later than the end 15th day of each month during the term of this Agreement, a summary aging, by vendor, of Borrower's domestic accounts payable and any book overdraft, (but in any event ten (10d) Business Days after the end thereof)upon request, in each case certified by the chief financial officer, treasurer or controller copies of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold invoices in connection with such store closures)the Accounts, in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoicesstatements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices documents in connection with the Accounts and delivery documents for Inventory and Equipment acquired by Borrower, purchase orders and invoices, (Fe) reports by retail store location on a quarterly basis, a detailed list of sales and operating profits Borrower's customers, (f) on a monthly basis, a calculation of the Dilution for the prior month, (g) promptly following the request of Foothill, copies of each master or supplemental seismic data acquisition agreement (or such retail store locationother agreements as may be the basis for the provision of services resulting in Eligible Accounts), (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower or any of its Affiliates from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto as which agreements shall be sufficient to enable Agent to monitor the transactions pursuant subject to the Credit Card Agreements; approval by Foothill (which approval shall not be unreasonably withheld or delayed in the exercise of Foothill's reasonable credit judgment), and, if disapproved by Foothill, the Accounts arising from such agreements shall not be included within the Borrowing Base as Eligible Accounts, and (vih) such other reports as to the Collateral or the financial condition of Borrower as Agent shall may reasonably request from time to time. (b) If Borrower’s or any Guarantor’s records or reports , including as requested by Agent, copies of "Bid Summary Overviews" together with schedules and exhibits thereto. Original sales invoices evidencing daily sales shall be mailed by Borrower to each Account Debtor and, at Agent's direction following the Collateral are prepared or maintained by occurrence of an accounting serviceEvent of Default, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents the invoices shall indicate on their face that the Account has been assigned to Agent and that all payments are to follow be made directly to Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower In the event that the Triggering Date has not yet occurred, the Borrowers will provide the Agent, on a weekly basis, with a schedule of Accounts created since the last such schedule, together with, if requested, copies of invoices therefor, in form and substance satisfactory to the Agent; provided, that in the event that the Triggering Date shall have occurred, such schedule and, if requested by the Agent, copies, shall be provided to the Agent on a daily basis. In addition, the Borrowers will provide the Agent with the following documents at the following times in a form satisfactory to the Agent: (i) as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips; (b) upon request, (D) copies of shipping and delivery documents; (c) monthly Inventory reports by location and category; (d) monthly perpetual Inventory reports; (e) monthly agings of accounts receivable and accounts payable; (f) upon request, (E) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by any Borrower, ; (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (vig) such other reports as to the Collateral as the Agent or any Lender shall reasonably request from time to time. ; and (bh) with the delivery of each of the foregoing, a certificate of an officer of each Borrower certifying as to the accuracy and completeness of the foregoing. If any of any Borrower’s or any Guarantor’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, each Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agent and to follow Agent’s instructions the Lenders. Any amounts contained in reports provided by or with respect to further services at RML pursuant to this Section 5.7 may be expressed in Canadian dollars (provided they are so identified in such reports); provided, that all amounts contained in any time that an Event of Default exists or has occurred and is continuingBorrowing Base Certificate shall be expressed in Dollars.

Collateral Reporting. (a) Borrower Borrowers shall provide Agent and Fortress with the following documents in a form satisfactory to Agent: (i) as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof); provided, that, at any time when Average Excess Availability is less than $40,000,000 or during a Cash Dominion EventDefault or Event of Default exists, Borrowers shall provide Agent and Fortress with such documents on a weekly basis or on a more frequently frequent basis as Agent may requestshall require: (i) a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of the last Business Day of the immediately preceding month (or more frequent period if applicable), which Borrowing Base Certificate shall be complete and accurate in all material respects as determined by Agent; (A) perpetual inventory reports, (AB) 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, processors or other third parties), the allocations of which shall be consistent with the procedures used in appraisals delivered to Agent prior to the Original Closing Date, (C) agings of accounts receivable (together with a reconciliation to the previous month’s 's aging and general ledger), ) and (BD) agings of accounts payable (and including information indicating the aggregate amount amounts then owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month); (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 's 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by any Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (viiv) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) During the existence of a Trigger Event, Borrowers shall provide to Agent on a regularly scheduled basis as required by Agent, schedules in a form satisfactory to Agent reflecting sales made, credits issued, cash or other items of payment received and other data relating to the collection of Receivables and intercompany loan balances as Agent shall require. (c) If any Borrower’s or any Guarantor’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor such Borrower, hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s 's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) The Borrower shall provide the Administrative Agent with the following documents in a form satisfactory to the Administrative Agent: (i) as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event reasonably required by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desireAdministrative Agent, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each fiscal month (but in any event within ten (10) Business Days after not later than the end thereoffifteenth day of the succeeding fiscal month), on a monthly basis or during a Cash Dominion Event, more frequently as the Administrative Agent may request, : (A) perpetual inventory reports, (B) inventory reports by location and category (and including the amounts of Inventory, the value thereof at any leased locations and at premises of warehouses, processors or other third parties and detail of all additions and reductions (cash and non-cash) with respect to inventory), (C) agings of accounts receivable Accounts (together with a reconciliation to the previous month’s aging and general ledger), and (BD) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as and (E) a report setting forth all issued and outstanding letters of the end of such monthcredit; (iii) as soon as possible after the end of each fiscal month (but in any event ten not later than the fifteenth day of the succeeding fiscal month) or more frequently as the Administrative Agent may request: (10A) Business Days after a reconciliation of the end thereofaging Accounts trial balance of the Loan Parties to the most recent Borrowing Base Certificate, general ledger and monthly financial statements delivered pursuant to Section 8.01(a), in each case certified accompanied by such supporting detail and documentation as may be requested by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustmentsAdministrative Agent, (B) a monthly reconciliation of the addresses of all new retail store perpetual Inventory by locations of Borrower opened the Loan Parties to the most recent Borrowing Base Certificate, general ledger and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closuresmonthly financial statements delivered pursuant to Section 8.01(a), in each case since accompanied by such supporting detail and documentation as may be requested by the date of the most recent certificate delivered to Agent containing the information required under this clauseAdministrative Agent, and (C) reports regarding consigned inventory, (D) reports regarding inventory subject an aging accounts payable and a reconciliation of that accounts payable aging to the Wholesale AgreementBorrower’s general ledger and monthly financial statements delivered pursuant to Section 8.01(a), (E) reports regarding customer deposits in each case accompanied by such supporting detail and gift cards, and (F) a report of any new deposit account established or used documentation as may be requested by Borrower with any bank or other financial institution, including the name of the account, 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 reportAdministrative Agent; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end on Tuesday of each fiscal quarter week as of the Friday of the immediately preceding week (but in or the first Tuesday following any event within ten week that includes the last day of a calendar month) or at such more frequent intervals as any Agent may reasonably request from time to time, (10i) Business Days after collateral reports with respect to the end thereof), commencing with the fiscal quarter ending Borrower including all additions (asupported by invoice registers and/or debt memo registers) March 31, 2005, certifying the number of shares of Capital Stock issued and reductions (supported by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries cash receipts journal and including information contemplated by Section 9.7(b)(iiicredit memo journal) with respect to such issuances, Accounts of the Loan Parties and (bii) June 30, 2006, certifying the number of new retail store locations opened a Borrowing Base Certificate referred to in Section 8.01(a)(vi) in each case accompanied by Borrower during such period,supporting detail and documentation as may be requested by any Agent; (v) upon the Administrative 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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 AgreementsGuarantor; and (vi) such other reports as to the portion of the Collateral comprised of Inventory and Accounts as the Administrative Agent shall reasonably request from time to time. (b) If Borrower’s or any GuarantorLoan Party’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor such Loan Party hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Administrative Agent and to follow the Administrative Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide Agent with the following documents in a form satisfactory to Agent: (i) on a periodic basis as soon as possible after the end required by Lender, a schedule of each month (except during a Cash Dominion PeriodAccounts, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible on a monthly basis within twenty (20) days after the end of each month end or more frequently as Agent may request: (but in any event A) agings of accounts payable; and (B) copies of bank statements and trial balances; (iii) within ten twenty (1020) Business Days days after the each month end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (a duly completed and executed Borrowing Base Certificate together with a reconciliation any information which Agent reasonably requests in connection therewith which Borrowing Base Certificate shall, in no event, be deemed to limit, impair or otherwise affect Agent and Lenders and their respective rights contained in this Agreement and in the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession event of any Collateral) as of conflict or inconsistency between the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower calculations made in the immediately preceding monthBorrowing Base Certificate and those made by Agent, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of those made by Agent shall be binding and conclusive on Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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 reportabsent manifest error; (iv) on a report from weekly basis, on the chief financial officer, treasurer or controller of Borrower as soon as possible after the end Monday of each fiscal quarter week, and if such Monday does not fall on a Business Day then on the next Business Day: (but A) details of cash receipts; (B) a schedule, in any event within ten (10) Business Days after the end thereofform attached herewith as Schedule 7.1(a)(iv)(B), commencing with of the fiscal quarter ending (a) March 31, 2005, certifying the number aggregate amount of shares of Capital Stock issued cash collections made by Borrower in the preceding week together with evidence, in form and substance satisfactory to Parent Agent, of the deposit of such collections into the Blocked Accounts; (C) a schedule, in conjunction with the issuance by Parent form attached herewith as Schedule 7.1(a)(iv)(C), of its Capital Stock the Trailing Cash Collections; and (D) such other reports as to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect the Collateral as Agent shall request from time to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period,time; (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, ; (DB) copies of shipping and delivery documents, ; (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, ; (FD) reports by retail store location agings of sales and operating profits for accounts receivable on a monthly basis within twenty (20) days after the end of each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower month or any of its Affiliates from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto more frequently as shall be sufficient to enable Agent to monitor the transactions pursuant to the Credit Card Agreementsmay request; and (viE) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) . If any of Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes authorizes, at any time that an Event of Default exists or has occurred and is continuing, such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s Agent ‘s instructions with respect to further services services. (b) Borrower shall, at its expense: (i) once in any twelve (12) month period, but at any time that or times as Agent may request on or after an Event of Default exists or has occurred and that is continuing, deliver or cause to be delivered to Agent written Appraisals as to all of the Collateral; and (ii) twice in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default that is continuing, deliver or cause to be delivered to Agent written desktop Appraisals as to all of the Collateral.

Collateral Reporting. (a) Borrower Borrowers shall provide Agent Lender with the following documents in a form satisfactory to Agent: Lender: (a) on a weekly basis or, if Excess Availability falls below $10,000,000 or an Event of Default exists or has occurred and is continuing, or an event has occurred or state of facts exists that would, with notice or passage of time, or both, constitute an Event of Default, more frequently as Lender may request, (i) as soon as possible after the end of perpetual Inventory reports at Cost for distribution center(s) and retail stores by category (including, separately, return-to- vendor Inventory and other Inventory, in each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event case by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006product categories), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (Cii) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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), (iv) and identifying items reports of markdowns taken with respect to Inventory in transit to Borrower related to the applicable documentary letter Borrowers' retail stores, and (v) reports of credit and/or ▇▇▇▇ consigned inventory or inventory on approval in Borrowers' possession; (b) on a monthly basis or, if Excess Availability falls below $10,000,000 or an Event of lading numberDefault exists or has occurred and is continuing, or an event has occurred or state of facts exists that would, with notice or passage of time, or both, constitute an Event of Default, more frequently as Lender may request, (Ci) agings of accounts payable, and (ii) a schedule of Accounts, credits and collections; (c) upon Lender's request, (i) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (Dii) copies of shipping and delivery documents, (Eiii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by BorrowerBorrowers, (Fiv) reports by retail store location of sales and operating profits for each such retail store location, location and (Gv) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; (d) as soon as available, but in any event not later than five (H5) perpetual inventory reportsBusiness Days after receipt by Borrowers, and (I) the monthly statements received by Borrower or any of its Affiliates Borrowers from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto as shall be sufficient to enable Agent Lender to monitor the transactions pursuant to the Credit Card Agreements; and and (vie) such other reports as to the Collateral as Agent Lender shall reasonably request from time to time. (b) . If Borrower’s or any Guarantor’s of Borrowers' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor Borrowers hereby irrevocably authorizes authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent Lender and to follow Agent’s Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Each Borrower shall provide Agent Lender with the following documents in a form satisfactory to Agent: Lender: (a) on a weekly basis or other regular basis as required by Lender, (i) as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules schedule of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such periodreceived, and (Dii) a report schedule of credit card sales during sales, deliveries and dispositions of vehicles made by Central and Jersey (distinguishing between such periodsales, including deliveries or dispositions to any Borrower, Guarantor or Affiliate of any thereof on the amount one hand, and to any non-affiliated third parties on the other hand) accompanied by a certificate of the chargebacks Central's and credits with respect thereto Jersey's chief financial officer certifying that ▇▇▇▇ has been fully reimbursed for any and providing an aging of such sales identifying those outstanding more than ten all vehicles sold and/or transferred by ▇▇▇▇ to Central and Jersey, (10b) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless on a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), monthly basis or during a Cash Dominion Event, more frequently as Agent Lender may request, (Ai) agings perpetual inventory reports of accounts receivable Central and Jersey containing relevant details as to new and used vehicles (together with a reconciliation to the previous month’s aging and general ledgerexclusive of inventory owned by ▇▇▇▇), and (Bii) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premisesaccounts receivable separately identifying retainage amounts, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end schedules of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent sales and other amounts due to owners and lessors dispositions of real property used by Borrower Eligible Vehicles, containing the same categories of information set forth in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cardsVehicle CapEx Schedules, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from schedule of acquisitions of Eligible Vehicles containing the chief financial officersame categories of information set forth in and otherwise in substantially the same form as the Vehicle CapEx Schedules (distinguishing between vehicles acquired for sale, treasurer delivery or controller disposition to any Borrower, Guarantor or Affiliate of Borrower as soon as possible after any thereof on the end of each fiscal quarter (but in one hand, and to any event within ten (10) Business Days after non-affiliated third parties on the end thereofother hand), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (vc) upon Agent’s Lender's 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (Ci) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (Dii) copies of shipping and delivery documents, (Eiii) copies of vehicle maintenance schedules containing relevant details as to compliance with the maintenance system then in effect and acceptable to Lender, and (iv) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired and/or disposed of by Central or Jersey; (d) copies of, or if requested by Lender, the original manufacturers statement of origin for each vehicle acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reportsBorrowers as Inventory, and (I) the monthly statements received by Borrower 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; and (vie) such other reports as to the Collateral as Agent Lender shall reasonably request from time to time. (b) . If any of a Borrower’s or any Guarantor’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent Lender and to follow Agent’s Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide the Administrative Agent with the following documents in a form satisfactory to the Administrative Agent: : (a) on a monthly basis as required by the Administrative Agent, within thirty (30) days of each month end (increasing to a weekly basis within three (3) days of each week end during any period a Trigger Event is continuing), (i) as soon as possible after the end a Borrowing Base Certificate, supported by a roll-forward of each month (except during a Cash Dominion Periodaccounts receivable and inventory, then as soon as possible after the end of each week)with supporting details in electronic form, but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuing; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may request, (A) agings of aged accounts receivable (together with a reconciliation to the previous month’s aging and general ledger)listing, and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof)perpetual inventory reports, in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from journals, copies of invoices, shipping documents and such other supporting documentation as deemed necessary by the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, Administrative Agent; and (b) June on a monthly basis as required by the Administrative Agent, within thirty (30) days of month end, 2006(i) a Borrowing Base Certificate as of month end with roll forward of accounts receivable and inventory from the prior month end, certifying the number of new retail store locations opened by Borrower during such period, (ii) aged accounts receivable listing, (iii) aged accounts payable listing, (iv) perpetual inventory reports, (v) upon Agent’s requesttrial balance, (Avi) reports reconciliation of sales for each category of Inventoryaccounts receivable and inventory to the Borrowing Base Certificate, trial balance and financial statements, (Bvii) reports listing of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading numberaccruals, (Cviii) copies of purchase ordersjournals, sales invoices, credit or debit memos, remittance advices and reportsshipping documents, and copies of deposit slips and bank statements, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (vi) such other reports as to deemed necessary by the Collateral as Agent shall reasonably request from time to time. (b) Administrative Agent. If any of the Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, the Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Administrative Agent and to follow the Administrative Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.. At any time the Borrower is participating in the Kraft AR Financing or any Future AR Financing that has been consented to in accordance with Section 13.3(c) of this Agreement, the Borrower shall provide the Administrative Agent with an updated Borrowing Base Certificate, supported by a rolling-forward of accounts receivable for Kraft, Mars and/or ▇▇▇▇▇▇▇’▇, as applicable, with supporting details in electronic form, upon each new submission made by the Borrower under the Kraft AR Financing or Future AR Financing, as applicable, when: (a) the value of the total collections or payments received by the Borrower from ▇▇▇▇▇ ▇▇▇▇▇, whether in the ordinary course of business or in connection with the Kraft AR Financing are equal to or exceed four million dollars ($4,000,000) for the current calendar month, and/or (b) the value of the total collections or payments received by the Borrower from the account debtor with whom the Borrower has entered into a Future AR Financing, whether in the ordinary course of business or in connection with a Future AR Financing are equal to or exceed two million dollars ($2,000,000) for the current calendar month

Collateral Reporting. (a) Borrower Borrowers shall provide Agent Lender with the following documents in a form satisfactory to AgentLender: (i) on a regular basis as soon as possible after the end of each month (except during a Cash Dominion Periodreasonably required by Lender, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as Agent Lender may reasonably request, (A) perpetual inventory reports, (B) 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, processors or other third parties), (C) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), (D) agings of Foreign Accounts sorted by country and customer name, and (BE) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month); (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s Lender'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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by any Borrower 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; andGuarantor; (viiv) such other reports as to the Collateral as Agent Lender shall reasonably request from time to time. (b) If any Borrower’s 's or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent Lender and to follow Agent’s Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide Agent with the following documents in a form satisfactory to Agent: (i) on a regular basis as soon as possible after the end of each month (except during a Cash Dominion Period, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event required by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desireAgent, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006)received, (B) inventory reports by categoriesof Borrower's Inventory, locationincluding all in-transit Inventory, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports a Borrowing Base certificate in the form of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingExhibit E hereto; (ii) as soon as possible after the end of each month (but in any event within ten twenty (1020) Business Days days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as Agent may request, (A) perpetual inventory reports, (B) inventory reports by location and category (including identifying Inventory at locations owned and operated by third parties or on consignment) and including product mixes and sizes, (C) agings of accounts receivable (together with a reconciliation to the previous month’s 's aging and general ledger), and (BD) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as and (E) reports detailing any sales or transfers of Equipment or Real Property during the end of such prior month; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 's 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower 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; and (viiv) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) If any of Borrower’s or any Guarantor’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s 's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. (a) Borrower shall provide Agent with the following documents in a form satisfactory to AgentEach Credit Party shall: (i) as soon as possible after provide Agent with not less than thirty (30) days’ prior written notice of any change in such Credit Party’s legal name, organizational identification number, if any, federal employer identification number, mailing address, corporate or organizational form or jurisdiction of organization, or of any new location for any of its Property valued at more than $100,000; (ii) notify Agent promptly in writing (A) prior to any change in the end proposed use by such Credit Party or Subsidiary of each month any trade name or fictitious business name and (except during B) upon obtaining knowledge that any application or registration relating to any Necessary Intellectual Property (whether now or hereafter existing) may become abandoned, or of any adverse determination or development (including the institution of, or any such determination or material development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Credit Party’s or Subsidiary’s ownership of any Necessary Intellectual Property, its right to register the same, or to keep and maintain the same; (iii) promptly notify Agent of any Commercial Tort Claim in excess of $50,000 and any claims in excess of $100,000 in the aggregate, acquired by it and, unless otherwise consented to by Agent, and promptly enter into a Cash Dominion Periodsupplement to the Security Agreement to which it is a party granting to Agent, then as soon as possible after for the end benefit of each weekthe Lender Parties, a Lien on and security interest in such Commercial Tort Claim; (iv) upon acquiring or receiving any of the same, deliver and pledge to Agent any and all Instruments (excluding checks, drafts and similar instruments that are customarily endorsed or presented for collection or deposit in the Ordinary Course of Business), but negotiable Documents, Chattel Paper and, subject to the limitations in Section 6.7(e) of this Agreement, certificated Securities (or Capital Stock) (accompanied by stock powers executed in blank) duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Person in such form and substance as Agent may request in its Permitted Discretion; provided, that so long as no Event of Default shall have occurred and be continuing, each Credit Party or Subsidiary may retain for collection in the Ordinary Course of Business any event Instruments, negotiable Documents and Chattel Paper received by such Person in the Ordinary Course of Business; provided, further, that if any such Credit Party or Subsidiary retains possession of any Instruments (excluding checks, drafts and similar instruments that are customarily endorsed or presented for collection or deposit in the Ordinary Course of Business), negotiable Documents or Chattel Paper pursuant to the terms hereof, each such Instrument, negotiable Documents and Chattel Paper shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of CapitalSource Finance LLC, as Agent, as secured party, for the benefit of certain Lender Parties” in each case in accordance with the terms of any applicable Security Agreement; (v) deliver to Agent an updated Schedule I (Filing Jurisdictions), Schedule II (Capital Stock, Instruments, Documents, Letter of Credit Rights and Chattel Paper), and/or Schedule III (Legal Names, Prior Names, Type of Entity, Organizational Identification Number, State of Organization, Chief Executive Office, Principal Place of Business, Offices, Warehouses, Consignees, Processors, Books and Records) of the Security Agreement to which it is a party within ten five (105) Business Days after the end of such month any change thereto; (vi) prior to any Credit Party opening any new deposit or during a Cash Dominion Event by the third securities accounts (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued except accounts used exclusively for payroll and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006employee benefits), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more Credit Party shall give Agent not less than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have Days’ prior written notice of its intention to be provided do so and shall deliver to Agent unless a Cash Dominion Event has occurred revised version of Schedule V (Deposit Accounts) of the Security Agreement to which it is a party showing any changes thereto within five (5) Business Days of any such change (and is continuingshall otherwise obtain and deliver to Agent an Account Control Agreement in respect thereof in accordance with the terms of such Security Agreement); (iivii) as soon as possible after the end of each month (but advise Agent promptly, in any event within ten (10) Business Days after the end thereof), or during a Cash Dominion Event, more frequently as Agent may requestreasonable detail, (A) agings of accounts receivable any Lien (together with other than a reconciliation to Permitted Lien) or material claim made or asserted against any of the previous month’s aging and general ledger)Collateral, and (B) agings of accounts payable (including information indicating the aggregate amount owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession occurrence of any Collateral) as other event which would reasonably be expected to have a Material Adverse Effect on the value of the end of such monthCollateral or on the Liens created hereunder or under any other Loan Document; (iiiviii) as soon as possible after the end of each month (but promptly, and in any event ten within five (105) Business Days after becoming a beneficiary, notify Agent of the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory issuance of any going out letter of business sales and identifying the proceeds credit of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, the account number, the name and address of the financial institution at which such account Credit Party or Subsidiary is maintained, the purpose of such account and, if any, the amount held in such account on or about the date of such reporta beneficiary; (ivix) promptly notify Agent of any Collateral which constitutes a report from claim against the chief financial officerUnited States government or any instrumentality or agent thereof, treasurer in an amount equal to or controller greater than $50,000 individually or $100,000 in the aggregate, the assignment of Borrower as soon as possible after which claim is restricted by federal law and, upon the end request of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s request, (A) reports of sales for each category of Inventory, (B) reports of aggregate Inventory purchases (including all costs related thereto, such Credit Party or Subsidiary shall take such steps as freight, duty and taxes) and identifying items may be necessary to comply with any applicable federal assignment of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (D) copies of shipping and delivery documents, (E) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by Borrower claims laws 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 Agreementsother comparable laws; and (vix) promptly comply with all of the terms and conditions of each Security Agreement to which such Credit Party or Subsidiary is a party as is necessary or desirable to ensure the attachment, granting, creation, perfection, continuation and/or enforceability of a Lien, in favor of Agent, for the benefit of the Lender Parties, as a result of any of the events or circumstances described in the other reports as to the Collateral as Agent shall reasonably request from time to time. clauses of this paragraph (b) If Borrower’s in each case subject to any grace or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuingcure periods set forth therein.

Collateral Reporting. (a) Borrower Borrowers shall provide Agent with the following documents in a form satisfactory to Agent: (i) on a regular basis as soon as possible after the end of each month (except during a Cash Dominion Periodrequired by Agent, then as soon as possible after the end of each week), but in any event within ten (10) Business Days after the end of such month (or during a Cash Dominion Event by the third (3rd) Business Day after the end of such week) or as more frequently as Borrower may desire, (A) schedules of sales made, credits issued and cash received during such period (provided, that, the such schedules shall not be required to be provided to Agent until July 2006), (B) inventory reports by categories, location, and mix (including indicating the amounts of Inventory at warehouses and stores, and detail regarding Inventory subject to the Wholesale Financing Agreement and the Frigidaire Consignment Agreement) as of the end of such period, (C) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) during such period, and (D) a report of credit card sales during such period, including the amount of the chargebacks and credits with respect thereto and providing an aging of such sales identifying those outstanding more than ten (10) Business Days since the sale date giving rise thereto; provided, that, this report does not have to be provided to Agent unless a Cash Dominion Event has occurred and is continuingreceived; (ii) as soon as possible after the end of each month (but in any event within ten fifteen (1015) Business Days after the end thereof), on a monthly basis or during a Cash Dominion Event, more frequently as Agent may reasonably request, (A) perpetual inventory reports, (B) 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, processors or other third parties), (C) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), ) and (BD) agings of accounts payable (and including information indicating the aggregate amount amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) as of the end of such month); (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, treasurer or controller of Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold (including a report of results by category of inventory of any going out of business sales and identifying the proceeds of any other assets of Borrower sold in connection with such store closures), in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (C) reports regarding consigned inventory, (D) reports regarding inventory subject to the Wholesale Agreement, (E) reports regarding customer deposits and gift cards, and (F) a report of any new deposit account established or used by Borrower with any bank or other financial institution, including the name of the account, 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; (iv) a report from the chief financial officer, treasurer or controller of Borrower as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), commencing with the fiscal quarter ending (a) March 31, 2005, certifying the number of shares of Capital Stock issued by Borrower to Parent in conjunction with the issuance by Parent of its Capital Stock to employees of Borrower or its Subsidiaries and including information contemplated by Section 9.7(b)(iii) with respect to such issuances, and (b) June 30, 2006, certifying the number of new retail store locations opened by Borrower during such period, (v) upon Agent’s 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 Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (DB) copies of shipping and delivery documents, and (EC) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (F) reports by retail store location of sales and operating profits for each such retail store location, (G) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (H) perpetual inventory reports, and (I) the monthly statements received by any Borrower 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 AgreementsGuarantor; and (viiv) such other reports as to the Collateral as Agent shall reasonably request from time to time. (b) All of the documents, reports and schedules provided by Borrowers to Agent hereunder for Receivables payable in any currency other than US Dollars and Inventory located outside the United States of America shall set forth the US Dollar Equivalent for the amount of the Receivables and Value of the Inventory included in any such documents, reports or schedules. For purposes hereof, Agent may, at its option, provide to Administrative Borrower, at least five (5) Business Days prior to the date any such documents, reports or schedules are required to be provided by Borrowers to Agent hereunder, the Exchange Rates required to set forth the US Dollar Equivalent in such documents, reports and schedules; provided, that, in the event Agent does not do so, Borrowers shall use such rates of exchange with respect to the applicable currencies as Borrowers use for such purpose in the ordinary course of business consistent with current practices as of the date hereof and shall identify such rates of exchange in any such documents, reports and schedules. (c) If any Borrower’s or any Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and each Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.