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 BORROWERS OWN THE SUBJECT LOCATION) AND OF ALL SERVICE
> BUREAUS WITH WHICH ANY SUCH RECORDS ARE MAINTAINED.
>
>
> (B)
THE BORROWERS SHALL NOT REMOVE ANY OF THE COLLATERAL FROM SUCH CHIEF
> EXECUTIVE OFFICE OR FROM LOCATIONS OWNED OR LEASED BY A BORROWER OR LISTED ON
> EXHIBIT 4.6(A) (AS SUCH EXHIBIT MAY BE AMENDED OR SUPPLEMENTED TO REFLECT
> STORE OPENINGS OR CLOSINGS SUBSEQUENT TO THE DATE HEREOF) EXCEPT TO:
>
> > (I)
ACCOMPLISH SALES OF INVENTORY IN THE ORDINARY COURSE OF
> > BUSINESS;
> >
> > (II)
MOVE INVENTORY FROM ONE SUCH LOCATION TO ANOTHER SUCH
> > LOCATION; OR
> >
> > (III)
RETURN INVENTORY TO VENDORS.
>
>
> (C)
THE BORROWERS SHALL USE THEIR REASONABLE EFFORTS TO PROVIDE THE AGENT
> WITH LANDLORD WAIVERS OR SUBORDINATIONS FOR EACH OF THE BORROWERS' LOCATIONS
> IN ANY OF THE LANDLORD STATES (OF WHICH THERE ARE PRESENTLY NONE).
THE AGENT
> MAY ESTABLISH AN AVAILABILITY RESERVE FOR EACH SUCH LOCATION IN A LANDLORD
> STATE 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)
WITHOUT REASONABLE PRIOR NOTICE TO AND THE LENDER'S PRIOR WRITTEN
> CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD, THE BORROWERS WILL NOT:
>
> > (I)
DURING A COVENANT ACTIVATION EVENT, COMMIT TO, OR OPEN
> > OR CLOSE ANY LOCATION AT WHICH THE BORROWERS MAINTAINS, OFFERS FOR SALE, OR
> > STORES ANY OF THE COLLATERAL, PROVIDED, HOWEVER, THAT, WITHOUT LENDER'S
> > PRIOR WRITTEN CONSENT, BORROWER MAY OPEN UP TO FIFTEEN (15) NEW STORE
> > LOCATIONS DURING ANY OF ITS FISCAL YEARS OR CLOSE UP TO FIFTEEN (15)
> > PERMANENT RETAIL STORES IN PLACE AT THE BEGINNING OF A FISCAL YEAR DURING
> > SUCH FISCAL YEAR, SO LONG AS IN THE CASE OF EITHER THE OPENING OR CLOSING OF
> > SUCH STORES, THERE DOES NOT EXIST AN EVENT OF DEFAULT AS OF THE DATE THAT
> > SUCH OPENING OR CLOSING IS TO OCCUR AND AS OF THE DATE OF SUCH OPENING OR
> > CLOSING, THE BORROWER HAS EXCESS AVAILABILITY OF GREATER THAN TWENTY MILLION
> > DOLLARS ($20,000,000).
>
>
> (E)
EXCEPT AS OTHERWISE DISCLOSED PURSUANT TO, OR PERMITTED BY, THIS
> SECTION 4.6, AND EXCEPT FOR GOODS IN TRANSIT OR GOODS IN CONTROL OF A OR
> CONSOLIDATOR OR OF A CUSTOMS BROKER WHO HAS ENTERED INTO A CUSTOMS BROKERS
> AGREEMENT NO INVENTORY OF THE BORROWERS IS IN THE CARE OR CUSTODY OF ANY THIRD
> PARTY OR STORED OR ENTRUSTED WITH A BAILEE OR OTHER THIRD PARTY AND NONE SHALL
> HEREAFTER BE PLACED