OFFICE OR ITS PRINCIPAL PLACE OF
BUSINESS; (III) SUCH GRANTOR'S ORGANIZATIONAL LEGAL ENTITY DESIGNATION OR
JURISDICTION OF INCORPORATION OR FORMATION; (IV) SUCH GRANTOR'S FEDERAL TAXPAYER
IDENTIFICATION NUMBER OR ORGANIZATIONAL IDENTIFICATION NUMBER ASSIGNED TO IT BY
ITS JURISDICTION OF INCORPORATION OR FORMATION; OR (V) THE ACQUISITION BY SUCH
GRANTOR OF ANY MATERIAL PROPERTY FOR WHICH ADDITIONAL FILINGS OR RECORDINGS ARE
NECESSARY TO PERFECT AND MAINTAIN THE AGENT'S SECURITY INTEREST THEREIN (TO THE
EXTENT PERFECTION OF THE SECURITY INTEREST IN SUCH PROPERTY IS REQUIRED BY THE
TERMS HEREOF).
EACH GRANTOR AGREES NOT TO EFFECT OR PERMIT ANY CHANGE REFERRED
TO IN THE PRECEDING SENTENCE UNLESS ALL FILINGS HAVE BEEN MADE UNDER THE UNIFORM
COMMERCIAL CODE OR OTHER APPLICABLE LAW THAT ARE REQUIRED IN ORDER FOR THE AGENT
TO CONTINUE AT ALL TIMES FOLLOWING SUCH CHANGE TO HAVE A VALID, LEGAL AND
PERFECTED, FIRST PRIORITY SECURITY INTEREST (SUBJECT TO THE TERMS OF THE
INTERCREDITOR AGREEMENT AND TO LIENS PERMITTED UNDER SECTION 6.02 OF THE CREDIT
AGREEMENT THAT HAVE PRIORITY BY OPERATION OF APPLICABLE LAW) IN THE COLLATERAL
FOR ITS BENEFIT AND THE BENEFIT OF THE OTHER SECURED PARTIES.
(H)
LOCATIONS OF COLLATERAL.
NO GRANTOR WILL MAINTAIN ANY COLLATERAL
CONSISTING OF INVENTORY THE AGGREGATE VALUE OF WHICH, AT COST, IS $2,500,000 OR
MORE AT ANY LOCATION OTHER THAN THOSE LOCATIONS LISTED ON EXHIBIT B OR
FACILITIES PURCHASED OR LEASED BY ANY GRANTOR AFTER THE DATE HEREOF IN
ACCORDANCE WITH THE CREDIT AGREEMENT, UNLESS, IN THE CASE OF ANY LOCATION (OTHER
THAN A RETAIL STORE OR CLEARANCE CENTER OR A LOCATION THAT IS OWNED BY A GRANTOR
AND THAT IS NOT SUBJECT TO ANY MORTGAGE OTHER THAN A MORTGAGE) WHERE ANY
COLLATERAL CONSISTING OF INVENTORY THE AGGREGATE VALUE OF WHICH, AT COST, IS
$2,500,000 OR MORE IS LOCATED, SUCH GRANTOR SHALL HAVE OBTAINED A COLLATERAL
ACCESS AGREEMENT FOR SUCH LOCATION.
18
(I)
COMPLIANCE WITH TERMS.
EACH GRANTOR WILL PERFORM AND COMPLY IN
ALL MATERIAL RESPECTS WITH ALL OBLIGATIONS IN RESPECT OF THE COLLATERAL AND ALL
MATERIAL AGREEMENTS RELATING TO THE COLLATERAL TO WHICH IT IS A PARTY OR BY
WHICH IT IS BOUND.
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, (A) THE
EXERCISE BY THE AGENT OF ANY OF THE RIGHTS HEREUNDER SHALL NOT RELEASE ANY
GRANTOR FROM ANY OF ITS DUTIES OR OBLIGATIONS UNDER THE CONTRACTS AND AGREEMENTS
INCLUDED IN THE COLLATERAL AND (B) NO SECURED PARTY SHALL HAVE ANY OBLIGATION OR
LIABILITY UNDER THE CONTRACTS AND AGREEMENTS INCLUDED IN THE COLLATERAL BY
REASON OF THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, NOR SHALL ANY
SECURED PARTY BE OBLIGATED TO PERFORM ANY OF THE OBLIGATIONS OR DUTIES OF ANY
GRANTOR THEREUNDER OR TO TAKE ANY ACTION TO COLLECT OR ENFORCE ANY CLAIM FOR
PAYMENT ASSIGNED HEREUNDER.
Section 4.2.
Receivables.
(A)
CERTAIN AGREEMENTS ON RECEIVABLES.
NO GRANTOR WILL MAKE OR AGREE
TO MAKE ANY DISCOUNT, CREDIT, REBATE OR OTHER REDUCTION IN THE ORIGINAL AMOUNT
OWING ON A RECEIVABLE OR ACCEPT IN SATISFACTION OF A RECEIVABLE LESS THAN THE
ORIGINAL AMOUNT THEREOF, EXCEPT THAT, PRIOR