Common use of Certain Covenants of Grantors Clause in Contracts

Certain Covenants of Grantors. Each Grantor shall: (a) not use any Collateral, or permit any Collateral to be used, unlawfully or in violation of any provision of this Agreement, the DIP Order or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (b) give Agent at least 30 days’ prior written notice of (i) any change in such Grantor’s legal name (including adopting a French or combined form of name), identity or corporate structure and (ii) any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of such Grantor; (c) if Agent gives value to enable such Grantor to acquire rights in or the use of any Collateral, use such value for such purposes and in accordance with the DIP Order; (d) keep correct and accurate Records of Collateral at the locations described in Schedule 3 annexed hereto; (e) subject to the limitations set forth in the Credit Agreement, permit representatives of Agent at any time during normal business hours to inspect and make abstracts from such Records, and each Grantor agrees to render to Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto; (f) not permit any item of Collateral to become a fixture to real estate or an accession to other personal collateral property unless such real estate or other property is also Collateral hereunder or under another Security Document; and (g) at Agent’s request (at the direction of the Required Lenders), provide Agent with schedules describing all accounts, including customer’s addresses, created or acquired by a Grantor and at Agent’s request shall execute and deliver written assignments of contracts and other documents evidencing such accounts to Agent. Together with each schedule, Grantors shall, if requested by Agent (at the direction of the Required Lenders), furnish Agent with copies of each Grantor’s sales, journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all good sold, and each Grantor warrants the genuineness thereof.

Certain Covenants of Grantors. Each Grantor shall: (a) not use any Collateral, or permit any Collateral to be used, used unlawfully or in violation of any provision of this Agreement, the DIP Order Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (b) give Agent Secured Party at least 30 days’ ' prior written notice of (i) any change in such Grantor’s legal name (including adopting a French or combined form of 's name), identity or corporate structure and structure; (iic) give Secured Party at least 30 days' prior written notice of any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of such Grantor; (cd) if Agent gives value pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, services, materials and supplies) against, the Collateral except to enable the extent the validity thereof is being contested in good faith; provided that such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to acquire rights in or the use date of any Collateralproposed sale under any judgment, use writ or warrant of attachment entered or filed against such value for Grantor or any of the Collateral as a result of the failure to make such purposes and in accordance with the DIP Order; (d) keep correct and accurate Records of Collateral at the locations described in Schedule 3 annexed heretopayment; (e) subject to the limitations set forth in the Credit Agreement, permit representatives of Agent Secured Party at any time during normal business hours to inspect and make abstracts from such Recordsrecords of the Collateral, and each Grantor agrees to render to AgentSecured Party, at such Grantor’s 's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto;; and (f) not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, (ii) create or suffer to exist any lien, security interest or encumbrance upon or with respect to any of the Collateral, or (iii) permit any item issuer of equity interests constituting Collateral to become a fixture to real estate merge or an accession to other personal collateral property consolidate unless all the outstanding equity interests of the surviving or resulting entity are, upon such real estate merger or consolidation, pledged hereunder and no cash, securities or other property is also Collateral hereunder or under another Security Document; and (g) at Agent’s request (at the direction distributed in respect of the Required Lenders), provide Agent with schedules describing all accounts, including customer’s addresses, created or acquired by a Grantor and at Agent’s request shall execute and deliver written assignments outstanding shares of contracts and any other documents evidencing such accounts to Agent. Together with each schedule, Grantors shall, if requested by Agent (at the direction of the Required Lenders), furnish Agent with copies of each Grantor’s sales, journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all good sold, and each Grantor warrants the genuineness thereofconstituent entity.

Certain Covenants of Grantors. Each Grantor shall: (a) not use any Collateral, or permit any Collateral to be used, used unlawfully or in violation of any provision of this Agreement, the DIP Order Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (b) notify Secured Party in writing of any change in such Grantor’s name, identity or corporate structure within 15 days of such change and within 30 days of such change, take all action that may be reasonably necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder; provided, that, so long as Secured Party has been so notified, Schedule 4(d) shall be deemed modified by the information contained in such notice; (c) give Agent at least Secured Party 30 days’ prior written notice of (i) any change in such Grantor’s legal name (including adopting chief place of business, chief executive office or the office where such Grantor keeps its records regarding the Accounts and all originals of all chattel paper that evidence Accounts or a French or combined form of name), identity or corporate structure and (ii) any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of such Grantor, and within 30 days of such written notice, take all action that may be necessary or desirable, or that Secured Party may reasonably request in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder; provided, that, so long as Secured Party has been so notified, Schedule 4(d) shall be deemed modified by the information contained in such notice; (cd) if Agent Secured Party gives value to enable such Grantor to acquire rights in or the use of any Collateral, use such value for such purposes and in accordance with the DIP Order; (d) keep correct and accurate Records of Collateral at the locations described in Schedule 3 annexed heretopurposes; (e) subject to the limitations set forth in except as expressly permitted by the Credit Agreement, permit representatives of Agent at any time during normal business hours to inspect pay promptly when due all property and make abstracts from such Recordsother taxes, assessments and governmental charges or levies imposed upon, and each all claims (including claims for labor, services, materials and supplies) against, the Collateral except to the extent the validity thereof is being contested in good faith; provided that in the case of such good faith contest (i) a reserve with respect to such obligation is established by the applicable Grantor agrees in such amount as is required under GAAP, (ii) any such protest is instituted promptly and prosecuted diligently and in good faith by the applicable Grantor, and (iii) the Secured Party is reasonably satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, and/or priority of any of the Secured Party’s Liens on any material portion of the Collateral; provided further that such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to render the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to Agent, at make such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto;payment; and (f) not permit notify Secured Party in writing in the event any item Grantor acquires any Commercial Tort Claims or Letter of Collateral Credit Rights (in each case as defined in the UCC) having a value of greater than $250,000 or acquires any aircraft or vessels (in the case of any aircraft or vessels, such notice to become a fixture be given at least 15 days prior to real estate or an accession to other personal collateral property unless any such real estate or other property is also Collateral hereunder or under another Security Document; and (g) at Agent’s request (at the direction of the Required Lendersacquisition), provide Agent and thereafter promptly take such actions and execute such documents and make such filings all at Grantor’s expense as Secured Party may reasonably request in order to ensure that Secured Party has a valid, perfected security interest in such Collateral; provided, that, so long as Secured Party has been so notified, Schedules 4(j) and 4(k) shall be deemed modified by the information contained in such notice. Notwithstanding the foregoing, no Grantor shall be required to take any action to perfect any Collateral (x) that can only be perfected by (i) foreign filings with schedules describing all accountsrespect to Intellectual Property Collateral, including customer’s addresses, created or acquired (ii) filings with registrars of motor vehicles with respect to vehicles covered by a Grantor and at Agent’s request shall execute and deliver written assignments certificate of contracts and other documents evidencing such accounts title (in any event not including aircraft or vessels) or (y) as to Agent. Together with each schedulewhich Secured Party has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, Grantors shall, if requested time and/or expense of perfecting the Lien created by Agent (at the direction of the Required Lenders), furnish Agent with copies of each Grantor’s sales, journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all good sold, and each Grantor warrants the genuineness thereofthis Agreement thereon.

Certain Covenants of Grantors. Each Grantor shall: (a) not use any Collateral, or permit any material Collateral under its control to be used, used unlawfully or in violation of any provision of this Agreement, the DIP Order Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (b) notify Collateral Agent of any change in such Grantor's name, identity or corporate structure within 15 days of such change; (c) give Collateral Agent at least 30 days’ ' prior written notice of (i) any change in such Grantor’s legal name (including adopting a French 's chief place of business, chief executive office or combined form offices where such Grantor keeps its records regarding the Accounts and all originals of name), identity all chattel paper that evidence Accounts or corporate structure and (ii) any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization organization, incorporation, formation or "location" of such GrantorGrantor under the UCC; (cd) if Collateral Agent gives value to enable such Grantor to acquire rights in or the use of any Collateral, use such value for such purposes and in accordance with the DIP Order; (d) keep correct and accurate Records of Collateral at the locations described in Schedule 3 annexed heretopurposes; (e) subject except as expressly permitted by each Credit Document, pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, services, materials and supplies) against, the Collateral; provided that no such tax, assessment, charge, levy or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a tax, assessment, charge, levy or claim which has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim; provided however, that notwithstanding the foregoing proviso, such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the limitations set forth in date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Credit Agreement, permit representatives Collateral as a result of Agent at any time during normal business hours the failure to inspect and make abstracts from such Records, and each Grantor agrees to render to Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto;payment; and (f) after the date hereof, give Collateral Agent prompt notice with sufficient particularity of any claim or cause of action of any Grantor arising in tort and not permit otherwise identified on Schedule 1(j) relating to a Proceeding that has been initiated by any item of Collateral to become a fixture to real estate or an accession to other personal collateral property unless such real estate or other property is also Collateral hereunder or under another Security Document; and (g) at Agent’s request (at the direction of the Required Lenders), provide Agent with schedules describing all accounts, including customer’s addresses, created or acquired by a Grantor and at Agent’s request shall execute and deliver written assignments of contracts and other documents evidencing such accounts to Agent. Together with each schedule, Grantors shall, if requested by Agent (at the direction of the Required Lenders), furnish Agent with copies of each Grantor’s sales, journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all good sold, and each Grantor warrants the genuineness thereofPerson.

Certain Covenants of Grantors. Each Grantor shall: (a) not use any Collateral, or permit any Collateral to be used, used unlawfully or in violation of any provision of this Agreement, the DIP Order Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (b) give Agent at least 30 days’ prior written notice notify Secured Party of (i) any change in such Grantor’s legal name (including adopting a French or combined form of 's name), identity or corporate structure and (ii) any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization within 15 days of such Grantorchange; (c) if Agent gives value to enable give Secured Party 30 days' prior written notice of any change in such Grantor's chief place of business or chief executive office or the office where such Grantor to acquire rights in or keeps its records regarding the use of any Collateral, use such value for such purposes and in accordance with the DIP Order; (d) keep correct pay promptly when due all property and accurate Records other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided that such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral at as a result of the locations described in Schedule 3 annexed heretofailure to make such payment; (e) subject to not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the limitations set forth in Collateral, except as permitted by the Credit Agreement, permit representatives of Agent at any time during normal business hours to inspect and make abstracts from such Records, and each Grantor agrees to render to Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto; (f) except for Permitted Patent Liens and Permitted Trademark Liens and the security interest assigned and created by this Agreement, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person; (g) diligently keep reasonable records respecting the Collateral assigned by it hereunder and at all times keep at least one complete set of its records concerning substantially all of the Patents, Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business; (h) not permit the inclusion in any item contract to which it becomes a party of Collateral any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in any Grantor's rights and interests in any property included within the definitions of any Patents, Trademarks, Registrations, Trademark Rights and Associated Goodwill acquired; (i) use proper statutory notice in connection with its use of each Material Patent and Material Trademark Property to become a fixture the extent reasonably necessary for the protection of such Material Patent or Material Trademark Property; (j) use consistent standards of quality (which may be consistent with such Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to real estate or an accession to the extent applicable, in the operation and maintenance of its retail stores and other personal collateral property unless such real estate or other property is also Collateral hereunder or under another Security Documentmerchandising operations; and (gk) at Agent’s request (at upon any officer of such Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the direction value of the Required Lenders)Collateral or any portion thereof, provide Agent with schedules describing all accountsthe ability of any Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including customer’s addresses, created without limitation the levy of any legal process against the Collateral or acquired by a Grantor and at Agent’s request shall execute and deliver written assignments of contracts and other documents evidencing such accounts to Agent. Together with each schedule, Grantors shall, if requested by Agent (at the direction of the Required Lenders), furnish Agent with copies of each Grantor’s sales, journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all good sold, and each Grantor warrants the genuineness any portion thereof.

Certain Covenants of Grantors. Each Grantor shall: (a) not use any Collateral, or permit any Collateral to be used, used unlawfully or in violation of any provision of this Agreement, the DIP Order Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (b) give Agent at least Secured Party 30 days’ ' prior written notice of (i) any change in such Grantor’s legal 's name or identity, corporate form or structure, status of incorporation, state in which it is located, organization or federal employer identification number (including adopting a French or combined form of nameas the case may be), identity chief place of business, chief executive office or corporate structure residence or the office where such Grantor keeps its records regarding the Accounts and (ii) any reincorporation, reorganization or other action all originals of all chattel paper that results in a change of the jurisdiction of organization of such Grantorevidence Accounts; (c) if Agent Secured Party gives value to enable such Grantor to acquire rights in or the use of any Collateral, use such value for such purposes and in accordance with the DIP Orderpurposes; (d) keep correct pay promptly when due all property and accurate Records other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral of such Grantor, except to the extent the validity thereof is being contested in good faith; provided that such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral at of such Grantor as a result of the locations described in Schedule 3 annexed heretofailure to make such payment; (e) subject not (i) cancel or terminate any Joint Venture Agreement to which it is a party or consent to or accept any cancellation or termination thereof, (ii) sell, assign (by operation of law or otherwise) or otherwise dispose of any part of its general partnership or membership interest in any Joint Venture, (iii) amend, supplement or otherwise modify any Joint Venture Agreement to which it is a party (as in effect on the date hereof) except amendments that are immaterial and would not have a material adverse effect on the business, operations, property, assets, liability (contingent or otherwise), condition (financial or otherwise), or prospects of the Borrower and its Subsidiaries taken as a whole, (iv) waive any default under or breach of any Joint Venture Agreement to which it is a party or waive, fail to enforce, forgive or release any right, interest or entitlement of any kind, howsoever arising, under or in respect of any Joint Venture Agreement to which it is a party or vary or agree to the limitations set forth variation in any respect of any of the Credit provisions of any Joint Venture Agreement to which it is a party or of the performance of any other Person under any such Joint Venture Agreement, permit representatives of Agent at or (v) petition, request or take any time during normal business hours other legal or administrative action that seeks, or may reasonably be expected, to inspect and make abstracts from rescind, terminate or suspend any Joint Venture Agreement to which it is a party or to amend or modify such Records, and each Grantor agrees to render to Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard theretoJoint Venture Agreement; (f) at its expense (i) perform and comply in all material respects with all terms and provisions of any Joint Venture Agreement to which it is a party required to be performed or complied with by it, (ii) maintain any Joint Venture Agreement to which it is a party in full force and effect, (iii) enforce any Joint Venture Agreement to which it is a party in accordance with its terms, and (iv) take all such action to that end as from time to time may be reasonably requested by Secured Party; (g) not permit any item Joint Venture to which it is a party to enter into any transaction of Collateral merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); (h) deposit all Accounts Receivable in one of the Accounts governed by a Collection Bank Agreement specified on Schedule IV to become the extent required by Section 8.17 of the Credit Agreement; (i) not deposit any Accounts Receivable in any Account not governed by a fixture Collection Bank Agreement listed on Schedule IV nor transfer any Accounts Receivable from any such Account unless permitted by Section 8.17 of the Credit Agreement; (j) direct the payor of any Accounts Receivable to real estate or an accession be paid by wire transfer to other personal collateral property unless make such real estate or other property is also Collateral hereunder or under another Security Documentwire transfer directly to the concentration account of the Borrower governed by the Concentration Bank Agreement; and (gk) at Agent’s request any time, if such Grantor acquires a commercial tort claim (at the direction of the Required Lendersas such term is defined in Revised Article 9 with corresponding provision in Rev. ss.9-102(a)(13), provide Agent with schedules describing all accounts, including customer’s addresses, created or acquired by a Grantor and at Agent’s request shall execute and deliver written assignments regardless of contracts and other documents evidencing such accounts to Agent. Together with each schedule, Grantors shall, if requested by Agent (at the direction of the Required Lenderswhether Revised Article 9 is in effect in any jurisdiction relevant hereto), furnish Agent with copies of each Grantor’s salesimmediately provide written notification to Secured Party, journals, invoices, customer purchase orders or the equivalentsuch notification to include details thereof, and original shipping or delivery receipts for such Grantor shall grant to Secured Party in such writing a first priority perfected security interest therein and in the proceeds thereof, all good soldupon the terms of this Agreement, with such writing to be in form and each Grantor warrants the genuineness thereofsubstance satisfactory to Secured Party.

Certain Covenants of Grantors. Each Grantor shall: (a) not use any Collateral, or permit any Collateral to be used, used unlawfully or in violation of any provision of this Agreement, the DIP Order Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (b) give Agent at least 30 days’ prior written notice notify Secured Party of (i) any change in such Grantor’s legal name (including adopting a French or combined form of 's name), identity or corporate structure and (ii) any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization within 15 days of such Grantorchange; (c) if Agent gives value to enable give Secured Party 30 days' prior written notice of any change in such Grantor's chief place of business or chief executive office or the office where such Grantor to acquire rights in or keeps its records regarding the use of any Collateral, use such value for such purposes and in accordance with the DIP Order; (d) keep correct pay promptly when due all property and accurate Records other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided that such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgement, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral at as a result of the locations described in Schedule 3 annexed heretofailure to make such payment; (e) subject to not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the limitations set forth in Collateral, except as permitted by the Credit Agreement, permit representatives of Agent at any time during normal business hours to inspect and make abstracts from such Records, and each Grantor agrees to render to Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto; (f) except for Permitted Trademark Liens and the security interest assigned and created by this Agreement, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person; (g) diligently keep reasonable records respecting the Collateral assigned by it hereunder and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business; (h) not permit the inclusion in any item contract to which it becomes a party of Collateral any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in any Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill acquired; (i) use proper statutory notice in connection with its use of each Material Trademark Property to become a fixture the extent reasonably necessary for the protection of such Material Trademark Property; (j) use consistent standards of quality (which may be consistent with such Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to real estate or an accession to the extent applicable, in the operation and maintenance of its retail stores and other personal collateral property unless such real estate or other property is also Collateral hereunder or under another Security Documentmerchandising operations; and (gk) at Agent’s request (at upon any officer of such Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the direction value of the Required Lenders)Collateral or any portion thereof, provide Agent with schedules describing all accountsthe ability of any Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including customer’s addresses, created without limitation the levy of any legal process against the Collateral or acquired by a Grantor and at Agent’s request shall execute and deliver written assignments of contracts and other documents evidencing such accounts to Agent. Together with each schedule, Grantors shall, if requested by Agent (at the direction of the Required Lenders), furnish Agent with copies of each Grantor’s sales, journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all good sold, and each Grantor warrants the genuineness any portion thereof.

Certain Covenants of Grantors. Each Grantor shall: (a) not use any Collateral, or permit any Collateral to be used, used unlawfully or in violation of any provision of this Agreement, the DIP Order Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (b) give Agent Secured Party at least 30 days’ prior written notice of (i) any change in such Grantor’s legal name (including adopting a French or combined form of name), identity or corporate structure and structure; (iic) give Secured Party at least 30 days’ prior written notice of any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of such Grantor; (cd) if Agent gives value pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, services, materials and supplies) against, the Collateral except to enable the extent the validity thereof is being contested in good faith; provided that such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to acquire rights in or the use date of any Collateralproposed sale under any judgment, use writ or warrant of attachment entered or filed against such value for Grantor or any of the Collateral as a result of the failure to make such purposes and in accordance with the DIP Order; (d) keep correct and accurate Records of Collateral at the locations described in Schedule 3 annexed heretopayment; (e) subject to the limitations set forth in the Credit Agreement, permit representatives of Agent Secured Party at any time during normal business hours to inspect and make abstracts from such Recordsrecords of the Collateral, and each Grantor agrees to render to AgentSecured Party, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto;; and (f) not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, (ii) create or suffer to exist any lien, security interest or encumbrance upon or with respect to any of the Collateral, or (iii) permit any item issuer of equity interests constituting Collateral to become a fixture to real estate merge or an accession to other personal collateral property consolidate unless all the outstanding equity interests of the surviving or resulting entity are, upon such real estate merger or consolidation, pledged hereunder and no cash, securities or other property is also Collateral hereunder or under another Security Document; and (g) at Agent’s request (at the direction distributed in respect of the Required Lenders), provide Agent with schedules describing all accounts, including customer’s addresses, created or acquired by a Grantor and at Agent’s request shall execute and deliver written assignments outstanding shares of contracts and any other documents evidencing such accounts to Agent. Together with each schedule, Grantors shall, if requested by Agent (at the direction of the Required Lenders), furnish Agent with copies of each Grantor’s sales, journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all good sold, and each Grantor warrants the genuineness thereofconstituent entity.

Certain Covenants of Grantors. Each Grantor shall: (a) not use any Collateral, or permit any Collateral to be used, used unlawfully or in violation of any provision of this Agreement, the DIP Order Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (b) give Agent Secured Party at least 30 days’ prior written notice of (i) any change in such Grantor’s legal name (including adopting a French or combined form of name), identity or corporate structure and (ii) any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of such Grantor; (c) if Agent gives value to enable such Grantor to acquire rights keep and maintain materially complete and accurate records of the Collateral and all parts thereof, in or the use a manner consistent with prudent business practice, including, without limitation, records of any Collateralall payments received, use such value for such purposes all credits granted thereon, all merchandise returned, all fees and service charges charged in accordance with the DIP Orderconnection therewith and all other documentation relating thereto; (d) keep correct and accurate Records not (i) rescind or cancel any indebtedness constituting Credit Card Receivables or modify any term thereof or make any adjustment with respect thereto, (ii) extend or renew any such indebtedness or (iii) settle any dispute, claim, suit or legal proceeding relating thereto, except, in each case, in the ordinary course of Collateral at business consistent with prudent business practice or with the locations described in Schedule 3 annexed heretowritten consent of the Secured Party; (e) subject to not sell, assign or otherwise transfer any Credit Card Receivables or interest therein without the limitations set forth written consent of the Secured Party, except in connection with a disposition permitted under the Credit Agreement, permit representatives of Agent at any time during normal business hours to inspect and make abstracts from such Records, and each Grantor agrees to render to Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto; (f) not permit the aggregate amount of Credit Card Receivables that constitute Eligible Credit Card Receivables of the Grantors to fall below $121 million of all Credit Card Receivables of the Grantors; (g) promptly upon the request of the Secured Party, execute and deliver a Credit Card Notification to each Credit Card Processor (with a certified copy to the Secured Party); (h) promptly upon the establishment of any item credit card processing service agreement with any credit card processor that is not listed on Schedule 15 hereto (as previously supplemented), provide the Secured Party an update to Schedule 15 hereto to include each such credit card processor; (i) Except as otherwise provided in this subsection (i), continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Credit Card Receivables. In connection with such collections, each Grantor may take (and, upon the occurrence and during the continuance of an Event of Default at Secured Party’s direction, shall take) such action as such Grantor or Secured Party may deem necessary or advisable to enforce collection of amounts due or to become due under the Credit Card Receivables; provided, however, that Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default upon written notice to such Grantor of its intention to do so, to (i) notify the account debtors or obligors under any Credit Card Receivable of the assignment of such Credit Card Receivable to Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Secured Party, (ii) notify each Person maintaining a lockbox, demand deposit account or similar arrangement to which account debtors or obligors under any Credit Card Receivable have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to Secured Party, (iii) enforce collection of any such Credit Card Receivables at the expense of Grantors, and (iv) adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice from Secured Party referred to in the proviso to the preceding sentence, (A) all amounts and proceeds (including checks and other Instruments) received by such Grantor in respect of the Credit Card Receivables shall be received in trust for the benefit of Secured Party hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 16 hereof, and (B) such Grantor shall not, without the written consent of Secured Party, adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon; (j) concurrently with the establishment of any Deposit Account or Securities Account by the Borrower or any of its Subsidiaries (x) provide the Secured Party with the information required under Schedule 10 hereto for each such Deposit Account or Securities Account, (y) other than with respect to any Excluded Deposit Account, upon the request of the Secured Party, promptly execute and deliver, agreements granting a security interest to the Secured Party in each such Deposit Account or Securities Account and establishing that Secured Party has control of each such Deposit Account or Securities Account, reasonably requested by and in form and substance reasonably satisfactory to the Secured Party and (z) other than with respect to any Excluded Deposit Account, to the extent such Deposit Account or Securities Account is owned by a Subsidiary of the Borrower that is not a Grantor, upon the request of the Secured Party, promptly cause such Subsidiary to become a fixture party to real estate (1) the Guaranty by executing a Guaranty Agreement Supplement in the form provided in the Guaranty and (2) this Agreement in accordance with Section 20 hereof; (k) not terminate, sell, assign or an accession to other personal collateral property unless such real estate otherwise transfer any Credit Card Deposit Account or other property is also Collateral hereunder interest therein without (i) the written consent of the Secured Party or (ii) in connection with a disposition permitted under another Security Documentthe Credit Agreement; and (gl) at Agent’s request deposit all proceeds of any Credit Card Receivables into a Credit Card Deposit Account (at provided that until such time as an Event of Default has occurred and is continuing, this provisions shall not restrict the direction Borrower and its Subsidiaries from transferring such proceeds to other accounts or otherwise disposing of such proceeds, in each case, to the Required Lendersextent and in the manner permitted under the Credit Agreement and the other Loan Documents), provide Agent with schedules describing all accounts, including customer’s addresses, created or acquired by a Grantor and at Agent’s request shall execute and deliver written assignments of contracts and other documents evidencing such accounts to Agent. Together with each schedule, Grantors shall, if requested by Agent (at the direction of the Required Lenders), furnish Agent with copies of each Grantor’s sales, journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all good sold, and each Grantor warrants the genuineness thereof.

Certain Covenants of Grantors. Each Grantor shall: (a) not use any Collateral, or permit any Collateral to be used, used unlawfully or in violation of any provision of this Agreement, the DIP Order Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (b) give Agent at least 30 days’ prior written notice notify Secured Party of (i) any change in such Grantor’s legal name (including adopting a French or combined form of 's name), identity or corporate structure and (ii) any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization within 15 days of such Grantorchange; (c) if Agent gives value to enable give Secured Party 30 days' prior written notice of any change in such Grantor's chief place of business or chief executive office or the office where such Grantor to acquire rights in or keeps its records regarding the use of any Collateral, use such value for such purposes and in accordance with the DIP Order; (d) keep correct pay promptly when due all property and accurate Records other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided that such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgement, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral at as a result of the locations described in Schedule 3 annexed heretofailure to make such payment; (e) subject to not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the limitations set forth in Collateral, except as permitted by the Credit Agreement, permit representatives of Agent at any time during normal business hours to inspect and make abstracts from such Records, and each Grantor agrees to render to Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto; (f) except for Permitted Patent Liens and Permitted Trademark Liens and the security interest assigned and created by this Agreement, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person; (g) diligently keep reasonable records respecting the Collateral assigned by it hereunder and at all times keep at least one complete set of its records concerning substantially all of the Patents, Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business; (h) not permit the inclusion in any item contract to which it becomes a party of Collateral any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in any Grantor's rights and interests in any property included within the definitions of any Patents, Trademarks, Registrations, Trademark Rights and Associated Goodwill acquired; (i) use proper statutory notice in connection with its use of each Material Patent and Material Trademark Property to become a fixture the extent reasonably necessary for the protection of such Material Patent or Material Trademark Property; (j) use consistent standards of quality (which may be consistent with such Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to real estate or an accession to the extent applicable, in the operation and maintenance of its retail stores and other personal collateral property unless such real estate or other property is also Collateral hereunder or under another Security Documentmerchandising operations; and (gk) at Agent’s request (at upon any officer of such Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the direction value of the Required Lenders)Collateral or any portion thereof, provide Agent with schedules describing all accountsthe ability of any Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including customer’s addresses, created without limitation the levy of any legal process against the Collateral or acquired by a Grantor and at Agent’s request shall execute and deliver written assignments of contracts and other documents evidencing such accounts to Agent. Together with each schedule, Grantors shall, if requested by Agent (at the direction of the Required Lenders), furnish Agent with copies of each Grantor’s sales, journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all good sold, and each Grantor warrants the genuineness any portion thereof.

Certain Covenants of Grantors. Each Grantor shall: (a) not use any Collateral, or permit any Collateral to be used, unlawfully or in violation of any provision of this Agreement, the DIP Order or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (b) give Agent at least 30 days’ prior written notice of (i) any change in such Grantor’s legal name (including adopting a French or combined form of name), identity or corporate structure and (ii) any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of such Grantor; (c) if Agent gives value to enable such Grantor to acquire rights in or the use of any Collateral, use such value for such purposes and in accordance with the DIP Order; (d) keep correct and accurate Records of Collateral at the locations described in Schedule 3 annexed hereto; (e) subject to the limitations set forth in the Credit Agreement, permit representatives of Agent at any time during normal business hours to inspect and make abstracts from such Records, and each Grantor agrees to render to Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto; (f) not permit any item of Collateral to become a fixture to real estate or an accession to other personal collateral property unless such real estate or other property is also Collateral hereunder or under another Security Document; and (g) at Agent’s request (at the direction of the Required Lenders)request, provide Agent with schedules describing all accounts, including customer’s addresses, created or acquired by a Grantor and at Agent’s request shall execute and deliver written assignments of contracts and other documents evidencing such accounts to Agent. Together with each schedule, Grantors shall, if requested by Agent (at the direction of the Required Lenders)Agent, furnish Agent with copies of each Grantor’s sales, journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all good sold, and each Grantor warrants the genuineness thereof.