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 A 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.
(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.
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 TO THE
OCCURRENCE OF AN EVENT OF DEFAULT, ANY GRANTOR MAY REDUCE THE AMOUNT OF
ACCOUNTS, WHETHER FROM THE SALE OF INVENTORY OR OTHERWISE, IN ACCORDANCE WITH
ITS PRESENT POLICIES AND IN THE ORDINARY COURSE OF BUSINESS.
(B)
COLLECTION OF RECEIVABLES.
EXCEPT AS
OTHERWISE PROVIDED IN THIS SECURITY AGREEMENT, EACH GRANTOR WILL COLLECT AND
ENFORCE, IN ACCORDANCE WITH ITS PRESENT POLICIES AND IN THE ORDINARY COURSE OF
BUSINESS, ALL AMOUNTS DUE OR HEREAFTER DUE TO SUCH GRANTOR UNDER THE
RECEIVABLES.
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(C)
ELECTRONIC CHATTEL PAPER.
IF ANY GRANTOR
AT ANY TIME HOLDS OR ACQUIRES AN INTEREST IN ANY ELECTRONIC CHATTEL PAPER OR ANY
"TRANSFERABLE RECORD", AS THAT TERM IS DEFINED IN SECTION 201 OF THE