DAYS PRIOR WRITTEN NOTICE THEREOF.
THE GRANTORS ALSO
AGREE PROMPTLY TO NOTIFY THE COLLATERAL AGENT IF ANY MATERIAL PORTION OF THE
COLLATERAL IS DAMAGED, DESTROYED, OR LOST, STOLEN OR OTHERWISE UNACCOUNTED FOR.
NOTWITHSTANDING THE FOREGOING, IF ANY GRANTOR'S FEDERAL TAXPAYER IDENTIFICATION
NUMBER OR ORGANIZATIONAL IDENTIFICATION NUMBER ASSIGNED TO IT BY ITS STATE OF
ORGANIZATION IS CHANGED BY THE APPLICABLE GOVERNMENTAL AUTHORITY, SUCH GRANTOR
WILL FURNISH TO THE COLLATERAL AGENT PROMPT WRITTEN NOTICE OF ANY SUCH CHANGE
NOT LATER THAN TEN (10) DAYS FROM THE DATE SUCH GRANTOR HAS BEEN NOTIFIED BY
SUCH GOVERNMENTAL AUTHORITY OF SUCH CHANGE.
EACH GRANTOR AGREES NOT TO EFFECT
OR PERMIT ANY CHANGE REFERRED TO IN THE PRECEDING SENTENCE UNLESS ALL NECESSARY
FILINGS HAVE BEEN MADE UNDER THE UCC OR THE PRUCC OR OTHERWISE IN ORDER FOR THE
COLLATERAL AGENT TO CONTINUE AT ALL TIMES FOLLOWING SUCH CHANGE TO HAVE A VALID,
LEGAL AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN ALL OF THE COLLATERAL.
EACH OF THE GRANTORS WHICH IS A CANADIAN LOAN PARTY ACKNOWLEDGES AND AGREES
THAT, EXCEPT AS DISCLOSED ON THE PERFECTION CERTIFICATE, SUCH GRANTOR DOES NOT
CURRENTLY, NOR WILL IT IN THE FUTURE, HAVE ANY ASSETS THAT CONSTITUTE COLLATERAL
LOCATED IN THE UNITED STATES.
(B)
EACH GRANTOR AGREES TO MAINTAIN, OR CAUSE TO BE MAINTAINED, AT ITS
OWN COST AND EXPENSE, SUCH COMPLETE AND ACCURATE RECORDS WITH RESPECT TO THE
COLLATERAL OWNED BY IT AS IS CONSISTENT WITH ITS CURRENT PRACTICES, BUT IN ANY
EVENT TO INCLUDE COMPLETE ACCOUNTING RECORDS INDICATING ALL PAYMENTS AND
PROCEEDS RECEIVED WITH RESPECT TO ANY PART OF THE COLLATERAL.
(C)
EACH GRANTOR AGREES THAT, TO THE EXTENT IT ACQUIRES ANY ADDITIONAL
LEASED WAREHOUSES OR DISTRIBUTION CENTERS AFTER THE EFFECTIVE DATE, THE GRANTORS
SHALL PROVIDE THE COLLATERAL AGENT WITH PROMPT NOTICE THEREOF, AND SHALL OBTAIN
A WAIVER AND COLLATERAL ACCESS AGREEMENT IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE COLLATERAL AGENT.
SECTION 4.2
PERIODIC CERTIFICATION.
EACH YEAR, AT THE TIME OF
DELIVERY OF ANNUAL FINANCIAL STATEMENTS WITH RESPECT TO THE PRECEDING FISCAL
YEAR PURSUANT TO SECTION 5.1(A) OF THE CREDIT AGREEMENT, EACH GRANTOR SHALL
DELIVER, OR CAUSE TO BE DELIVERED, TO THE COLLATERAL AGENT A CERTIFICATE
EXECUTED BY A FINANCIAL OFFICER OF SUCH GRANTOR CONFIRMING THAT THERE HAS BEEN
NO CHANGE IN THE INFORMATION CONTAINED IN THE PERFECTION CERTIFICATE SINCE THE
DATE OF THE PERFECTION CERTIFICATE DELIVERED ON THE EFFECTIVE DATE OR THE DATE
OF THE MOST RECENT CERTIFICATE DELIVERED PURSUANT TO THIS SECTION 4.2 OR, IF ANY
SUCH CHANGE HAS OCCURRED SPECIFYING SUCH REVISED INFORMATION.
SECTION 4.3
PROTECTION OF SECURITY.
EACH GRANTOR SHALL, AT ITS
OWN COST AND EXPENSE, TAKE ANY AND ALL ACTIONS REASONABLY NECESSARY TO DEFEND
TITLE TO THE COLLATERAL AGAINST ALL PERSONS AND TO DEFEND THE SECURITY INTEREST
OF THE COLLATERAL AGENT IN THE COLLATERAL AND THE PRIORITY THEREOF AGAINST ANY
LIEN NOT EXPRESSLY PERMITTED PURSUANT TO SECTION 6.2 OF THE CREDIT AGREEMENT.
11
SECTION 4.4
FURTHER ASSURANCES.
EACH GRANTOR AGREES, AT ITS OWN
EXPENSE, TO EXECUTE, ACKNOWLEDGE, DELIVER AND CAUSE TO BE FILED