assets in
the corporate headquarters portion of the Headquarters Facility.
4.6
LOCATIONS.
(A)
THE COLLATERAL, AND THE BOOKS, RECORDS, AND PAPERS OF THE OBLIGORS
PERTAINING THERETO, ARE KEPT AND MAINTAINED SOLELY AT THE OBLIGORS' CHIEF
EXECUTIVE OFFICES AND THOSE LOCATIONS WHICH ARE LISTED ON EXHIBIT 4.6(A), WHICH
INCLUDES, WITH RESPECT TO EACH SUCH LOCATION, THE NAME AND ADDRESS OF THE
LANDLORD ON THE LEASE WHICH COVERS SUCH LOCATION (OR AN INDICATION THAT THE
OBLIGORS OWN THE SUBJECT LOCATION) AND OF ALL SERVICE BUREAUS WITH WHICH ANY
SUCH RECORDS ARE MAINTAINED.
THE OBLIGORS SHALL SUPPLEMENT EXHIBIT 4.6(A) ON A
MONTHLY BASIS AFTER THE DATE HEREOF TO REFLECT ANY PERMITTED STORE
OPENINGS/CLOSINGS, ADDITIONAL DOMESTIC DISTRIBUTION CENTERS (FOR WHICH PRIOR
NOTICE HAS BEEN GIVEN PURSUANT TO THE DEFINITION THEREOF), OR NEW CHIEF
EXECUTIVE OFFICES.
(B)
THE OBLIGORS SHALL NOT REMOVE ANY OF THE COLLATERAL FROM SUCH CHIEF
EXECUTIVE OFFICE OR THOSE LOCATIONS LISTED ON EXHIBIT 4.6(A) EXCEPT TO:
(I)
ACCOMPLISH THE COSTA RICAN TRANSACTION;
(II)
ACCOMPLISH SALES OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS;
(III)
MOVE INVENTORY FROM ONE SUCH LOCATION TO ANOTHER SUCH LOCATION;
(IV)
UTILIZE SUCH OF THE COLLATERAL AS IS REMOVED FROM SUCH LOCATIONS
IN THE ORDINARY COURSE OF BUSINESS (SUCH AS MOTOR VEHICLES); OR
(V)
MOVE INVENTORY FROM ONE STORE TO ANOTHER STORE IN CONNECTION WITH
PERMITTED STORE OPENINGS/CLOSINGS.
(C)
THE BORROWERS SHALL USE THEIR REASONABLE EFFORTS TO PROVIDE THE COLLATERAL
AGENT WITH LANDLORD WAIVERS OR SUBORDINATIONS, IN SUBSTANTIALLY THE FORM ANNEXED
HERETO AS EXHIBIT 4.6(C) FOR EACH OF THE BORROWERS' LOCATIONS IN ANY OF THE
LANDLORD STATES OR THE CHIEF EXECUTIVE OFFICE (IF IT IS NOT LOCATED IN THE
HEADQUARTERS FACILITY) OR ANY NEW DOMESTIC DISTRIBUTION CENTER.
THE COLLATERAL
AGENT MAY ESTABLISH AN AVAILABILITY RESERVE FOR EACH SUCH LOCATION AS TO WHICH
SUCH A WAIVER IS NOT SO DELIVERED, WHICH AVAILABILITY RESERVE SHALL BE REDUCED
OR ELIMINATED UPON DELIVERY OF A WAIVER FOR SUCH LOCATION.
(D)
THE BORROWERS WILL NOT:
66
(I)
EXECUTE, ALTER, MODIFY, OR AMEND ANY LEASE FOR THE HEADQUARTERS
FACILITY OR THE DOMESTIC DISTRIBUTION FACILITIES, UNLESS SUCH ALTERATION,
MODIFICATION OR AMENDMENT IS FOR MORE ECONOMICALLY FAVORABLE TERMS FOR THE
BORROWERS.
(II)
COMMIT TO, OR OPEN OR CLOSE ANY LOCATION AT WHICH THE BORROWERS
MAINTAINS, OFFERS FOR SALES, OR STORES ANY OF THE COLLATERAL, EXCEPT THAT (A)
THE BORROWERS MAY OPEN OR CLOSE, IN THEIR BUSINESS JUDGMENT, LOCATIONS WITHIN
DEPARTMENT OR SPECIALTY STORES OR OTHER LOCATIONS IN WHICH A BORROWER LEASES OR
LICENSES A PORTION OF THE SPACE IN SUCH STORE; AND (B) THE BORROWERS MAY: (I)
OPEN, DURING ANY FISCAL YEAR, NEW STORES IN AN AMOUNT NOT TO EXCEED TWENTY
PERCENT (20%) OF THE NUMBER OF STORES (OTHER THAN LOCATIONS WITHIN DEPARTMENT OR
SPECIALTY STORES OR OTHER LOCATIONS IN WHICH A BORROWER LEASES OR LICENSES A
PORTION OF THE SPACE IN SUCH STORE) EXISTING AS OF THE FIRST DAY OF SUCH FISCAL
YEAR (INCLUDING STORES THAT HAVE CLOSED SINCE SUCH FIRST DAY), AND (II) CLOSE,
DURING ANY FISCAL YEAR, STORES IN AN AMOUNT