THEREOF.
(C)
UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, EACH GRANTOR SHALL
DELIVER TO THE ADMINISTRATIVE AGENT AND THE LENDERS PERIODIC INFORMATION FROM A
REPUTABLE INSURANCE BROKER WITH RESPECT TO THE INSURANCE REFERRED TO IN THIS
SECTION 4.2.
SECTION 4.3.
CHANGES IN LOCATIONS; CHANGES IN NAME OR STRUCTURE.
NO GRANTOR
WILL, EXCEPT UPON THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE
AGENT AND DELIVERY TO THE ADMINISTRATIVE AGENT OF (A) ALL ADDITIONAL FINANCING
STATEMENTS (EXECUTED IF NECESSARY FOR ANY PARTICULAR FILING JURISDICTION) AND
OTHER INSTRUMENTS AND DOCUMENTS REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT
TO MAINTAIN THE VALIDITY, PERFECTION AND PRIORITY OF THE SECURITY INTERESTS AND
(B) IF APPLICABLE, A WRITTEN SUPPLEMENT TO THE SCHEDULES OF THIS AGREEMENT:
(I)
PERMIT ANY DEPOSIT ACCOUNT SUBJECT TO A CONTROL AGREEMENT IN
FAVOR OF THE ADMINISTRATIVE AGENT TO BE HELD BY OR AT A DEPOSITARY BANK OTHER
THAN THE DEPOSITARY BANK IDENTIFIED IN SUCH CONTROL AGREEMENT;
(II)
PERMIT ANY OF THE INVENTORY, OTHER THAN INVENTORY IN TRANSIT IN
THE ORDINARY COURSE OF BUSINESS, TO BE KEPT AT A LOCATION OTHER THAN THOSE
LISTED ON SCHEDULE 3.6, EXCEPT AS OTHERWISE PERMITTED HEREUNDER (INCLUDING AS
CONTEMPLATED IN SECTION 4.6(B)); PROVIDED, THAT THE GRANTORS MAY MOVE INVENTORY
TO INDIVIDUAL RETAIL STORE LOCATIONS THAT ARE ACQUIRED, CREATED OR OTHERWISE
OPENED AFTER THE DATE HEREOF IN ACCORDANCE WITH THE CREDIT AGREEMENT; PROVIDED,
FURTHER THAT NO LESS FREQUENTLY THAN ON EACH ANNIVERSARY OF THE CLOSING DATE,
THE GRANTORS SHALL PROVIDE THE ADMINISTRATIVE AGENT WITH A LIST OF ALL LOCATIONS
OF INVENTORY.
(III)
PERMIT ANY INVESTMENT PROPERTY COLLATERAL (OTHER THAN
CERTIFICATED SECURITIES DELIVERED TO THE ADMINISTRATIVE AGENT PURSUANT TO
SECTION 4.5) SUBJECT TO A CONTROL AGREEMENT IN FAVOR OF THE ADMINISTRATIVE AGENT
TO BE HELD BY OR AT A SECURITIES INTERMEDIARY OTHER THAN THE SECURITIES
INTERMEDIARY IDENTIFIED IN SUCH CONTROL AGREEMENT;
(IV)
CHANGE ITS JURISDICTION OF ORGANIZATION OR THE LOCATION OF ITS
CHIEF EXECUTIVE OFFICE FROM THAT IDENTIFIED ON SCHEDULE 3.6; OR
(V)
CHANGE ITS NAME, IDENTITY OR CORPORATE OR ORGANIZATIONAL STRUCTURE
TO SUCH AN EXTENT THAT ANY FINANCING STATEMENT FILED BY THE ADMINISTRATIVE AGENT
IN CONNECTION WITH THIS AGREEMENT WOULD BECOME MISLEADING.
SECTION 4.4.
REQUIRED NOTIFICATIONS.
(A) EACH GRANTOR SHALL PROMPTLY NOTIFY
THE ADMINISTRATIVE AGENT, IN WRITING, OF: (I) ANY LIEN (OTHER THAN THE SECURITY
INTERESTS OR PERMITTED LIENS) ON ANY OF THE COLLATERAL WHICH WOULD ADVERSELY
AFFECT THE ABILITY OF THE ADMINISTRATIVE AGENT TO EXERCISE ANY OF ITS REMEDIES
HEREUNDER, (II) THE OCCURRENCE OF ANY OTHER EVENT WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE AGGREGATE VALUE OF THE
COLLATERAL OR ON THE SECURITY INTERESTS, AND (III) THE ACQUISITION, OPENING OR
OTHER OWNERSHIP BY SUCH GRANTOR OF ANY (A) CONCENTRATION, SWEEP OR OTHER
MATERIAL DEPOSIT ACCOUNT (EACH OF THE
9
FOREGOING A "MATERIAL DEPOSIT ACCOUNT") OR (B) PROCEEDS INVESTMENT PROPERTY, IN
EACH CASE, AFTER THE DATE HEREOF.
(b)
No less frequently than on each anniversary of the Closing Date,
the Grantors shall deliver to the Administrative Agent a current list of all