Common use of Encumbrances Clause in Contracts

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.

Encumbrances. Such Borrower shall not, and shall not permit any Subsidiary of its Subsidiaries to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge Lien or other encumbrance of any nature whatsoever on any of its assets or propertiesassets, including including, without limitation, the Collateral, except: other than the following (athe "Permitted Liens"): (i) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; (b) liens Liens securing the payment of taxes, either not yet overdue due or the validity of which are is being contested in good faith by appropriate proceedings diligently pursued proceedings, and available as to which such Borrower or such SubsidiarySubsidiary shall, as the case may be and with respect to which adequate reserves if appropriate under generally accepted accounting principles, have been set aside on its booksbooks and records adequate reserves; (cii) non-consensual statutory liens deposits under workmen's compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than liens securing for the payment repayment of taxesborrowed money) arising or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of Borrower’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its booksbusiness; (diii) the Liens in favor of Agent; (iv) Liens which arise by operation of law, other than Environmental Liens; (v) zoning restrictions, easements, licenses, reservations, conditions, covenants and other restrictions affecting the use of real property property; (vi) Liens represented by Capitalized Leases permitted under Subsection 8.2(iii) hereof; (vii) Liens listed on Schedule 8.1 hereto; (viii) Liens existing on the assets of any Excluded Subsidiary at the time such Person becomes an Excluded Subsidiary; and (ix) other Liens and encumbrances on property, which do not interfere not, in any material respect with Agent's sole determination, (a) materially impair the use of such real property for purposes of this Agreement or ordinary conduct of the business of Borrower otherwise, or such Subsidiary as presently conducted thereon or (b) materially impair lessen the value of such property to Agent or otherwise. Such Borrower shall not, and shall not permit any of its Subsidiaries to, permit the real property which may be subject thereto; (e) purchase money filing of any financing statement naming such Borrower or any of its Subsidiaries as debtor, except for financing statements filed with respect to liens or security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated expressly permitted by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificatethis Agreement.

Encumbrances. Neither Parent nor any Borrower shall, nor shall not, and shall not it permit or suffer any Subsidiary of its Subsidiaries to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including including, without limitation, the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Parent or such Borrower or such Subsidiary, as the case may be Subsidiary and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s Parent's or such Borrower's or Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Parent or such Borrower or such Subsidiary, as the case may be, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Parent or such Borrower or such Subsidiary Subsidiary, as the case may be, as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests liens on property (other than property that would constitute Collateral hereunder if it were property of a Borrower) of a Person existing at the time such Person is acquired by, merged into or consolidated with Parent or such Borrower or Subsidiary, provided that such liens were not created in Equipment (including Capital Leases) contemplation of such acquisition and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply extend to any property of Borrower assets other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may bethose subject to such liens immediately prior to such acquisition; (f) liens on property (other than property that would constitute Collateral hereunder if it were property of a Borrower) existing at the time of acquisition thereof by Parent or rights such Borrower or Subsidiary, provided that such liens were not created in contemplation of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees such acquisition and chargebacksdo not extend to assets other than those subject to such liens immediately prior to such acquisition; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower liens incurred in the ordinary course of business in respect of obligations incurred to fix the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premisesinterest rate on any variable rate indebtedness permitted hereunder; (h) liens on assets incurred in the ordinary course of Borrower business to secure indebtedness the performance of Borrower permitted under Section 9.9(d) belowstatutory obligations, providedsurety or appeal bonds, thatperformance bonds or other obligations of a like nature (exclusive of obligations constituting indebtedness), such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agentincluding, without limitation, cash retainages; (i) pledges and deposits liens incidental to the conduct of cash, Cash Equivalents business or investment securities by Borrower to secure indebtedness the ownership of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) properties incurred in the aggregate amount so pledged or deposited, together with the amount ordinary course of all Letter of Credit Accommodations issued business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, bids, and government contracts and leases and subleases; (j) liens for any Hedging Agreementsinterest or title of a lessor under any operating lease permitted to be incurred hereunder, shall provided that such liens do not extend to any property or asset that is not property subject to such lease, and liens to secure Purchase Money Indebtedness permitted hereunder; (k) any extension, renewal, or replacement (or successive extensions, renewals or replacements), in whole or in part, of liens described in clauses (a) through (j) or (l) through (n); (l) Liens in addition to those permitted otherwise by this Section 9.8, which in the aggregate exceed are secured by assets with a fair market value not in excess of $2,500,000, 100,000 at any time; (iim) as liens and security interests in the Collateral or in the Capital Stock of each Parent and its Subsidiaries for the benefit of the thirty (30) days immediately preceding holders of the date of Senior Notes but only so long as such pledge or deposit liens and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party security interests are subject to the Hedging Agreement as a condition to it entering into such contract with Borrower Intercreditor Agreement, and Administrative Agent provided that none of Parent, any Borrower, or any other Subsidiary of Parent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as grant any lien or security interest for the benefit of the date holders of the Senior Notes in any other property or assets unless Lender is granted a lien or security interest in such pledge property or deposit assets that is prior to the lien or security interest for the benefit of the holders of the Senior Notes to the same extent as Lender's security interests in the Collateral, and after giving effect thereto, no Default the respective liens or Event security interests of Default shall exist Lender and such holders or have occurred and be continuingtheir agent are otherwise subject to the Intercreditor Agreement; and (jn) the security interests and liens existing on the date hereof and set forth on Schedule 8.4 to the Information Certificate.

Encumbrances. The Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance Lien of any nature whatsoever on any of its assets or propertiesproperty, including including, without limitation, the Collateral, except: other than the following (a“Permitted Liens”): (i) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; (b) liens Liens securing the payment of taxes, either not yet overdue due or the validity of which are is being contested in good faith by appropriate proceedings diligently pursued proceedings, and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves the Borrower shall, if appropriate under GAAP, have been set aside on its booksbooks and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Administrative Agent’s Lien in the Collateral; (ii) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws made in the ordinary course of business; (iii) Liens in favor of the Administrative Agent (for the ratable benefit of Lenders and Administrative Agent); (iv) liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not past due for more than thirty (30) calendar days, or that are being diligently contested in good faith by appropriate proceedings and for which appropriate reserves have been established, or that are not yet due and payable; (v) purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property so long as: (a) the aggregate indebtedness relating to such purchase money security interests and Capitalized Lease Obligations does not at any time exceed Three Million and No/100 Dollars ($3,000,000.00) in the aggregate at any time, (b) each such lien shall only attach to the property to be acquired; and (c) non-consensual the indebtedness incurred shall not exceed one hundred percent (100%) of the purchase price of the item or items purchased; (v) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation laws, unemployment insurance and other social security laws or regulations, or deposits to secure performance of tenders, statutory liens obligations, trade contracts (other than liens securing the payment for Indebtedness), leases (other than Capital Lease Obligations), surety and appeal bonds, performance bonds and other obligations of taxes) arising a like nature incurred in the ordinary course of Borrower’s business as presently conducted; (vi) any Lien securing a judgment; provided, that any Lien securing a judgment in excess of Five Hundred Thousand Dollars ($500,000.00) that remains unsatisfied or undischarged for more than thirty (30) days shall not be a Permitted Lien, unless such Subsidiary’s business to the extent: judgment is either (ix) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the such insurer has admitted liability or (y) is being contested in good faith or appealed by appropriate proceedings diligently pursued and available to the enforcement of such judgment is stayed during the course of such contest or appeal, provided that Borrower has established reserves adequate for payment of such judgment and in the event such contest or appeal is ultimately unsuccessful pays such Subsidiaryjudgment within ten (10) days of the final, non-appealable ruling rendered in each case prior to the commencement of foreclosure such contest or other similar proceedings and appeal; (vii) financing statements with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants a lessor’s rights in and other restrictions affecting the use of real to personal property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not leased to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms other than through a Capitalized Lease Obligations; (viii) Liens in favor of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) belowAviv Lessor, providedOmega and the Omega Senior Lessor, that, such liens shall be junior and subordinate subject in all cases to the liens provisions of Collateral Agent on terms the Intercreditor Agreements; and conditions acceptable (ix) Liens securing any HUD Financing, subject to Collateral Agent; satisfaction of Section 6.8 of the Term Loan Agreement (i) pledges and deposits as well as execution of cash, Cash Equivalents or investment securities a customary intercreditor agreement required by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, HUD (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not as defined in the aggregate exceed $2,500,000, (ii-74- Term Loan Agreement) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory reasonably acceptable to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuingLenders); and (jx) Liens securing any Indebtedness incurred in connection with the security interests acquisition of the land and liens set forth on Schedule 8.4 improvements comprising the Rose Terrace Facility pursuant to the Information Certificatepurchase option provided under the Rose Terrace Lease.

Encumbrances. Each Borrower shall not, and Guarantor shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; Secured Parties; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such SubsidiaryGuarantor, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s or such SubsidiaryGuarantor’s business to the extent: (i) such liens secure Indebtedness obligations which is are not overdue or (ii) such liens secure Indebtedness obligations relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such SubsidiaryGuarantor, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of such Borrower or such Subsidiary or, Guarantor as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) to secure Indebtedness permitted under Section 9.9(b) hereof; (f) pledges and purchase money mortgages on real estate not to exceed $15,000,000 deposits of cash by any Borrower or Guarantor after the date hereof in the aggregate at ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the current practices of such Borrower or Guarantor as of the date hereof; (g) pledges and deposits of cash by any Borrower or Guarantor after the date hereof to secure the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower or Guarantor as of the date hereof; (h) liens arising from (i) any Lease Agreement (or sublease with respect thereto) and the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by any Borrower or Guarantor located on the premises of such Borrower or Guarantor (but not in connection with, or as part of, the financing thereof) from time outstanding so long as to time in the ordinary course of business and consistent with current practices of such interests Borrower or Guarantor and mortgages the precautionary UCC financing statement filings in respect thereof; (i) judgments and other similar liens arising in connection with court proceedings that do not apply to any property constitute an Event of Borrower Default, provided, that, (i) adequate reserves or other than the Equipment or real estate so acquiredappropriate provision, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquiredif any, as are required by GAAP have been made therefor, (ii) such judgment or lien shall be effectively stayed or bonded within thirty (30) days after the case date such judgment or lien first arose and (iii) Agent may be; establish a Reserve with respect thereto; (fj) liens or rights of setoffs or setoff against credit balances of Borrower Borrowers and Guarantors with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to Borrowers or Guarantors in the ordinary course of business, but not liens on or rights of setoff against any other property or assets of Borrowers or Guarantors, pursuant to the Credit Card Agreements to secure the obligations of Borrowers and Guarantors to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks; ; (gk) deposits liens in favor of JPMorgan Chase Bank (“Chase”) and/or ▇▇▇▇▇ Fargo Bank (“▇▇▇▇▇”) on cash collateral deposited with Chase and/or ▇▇▇▇▇ on or prior to the owner date hereof in an aggregate amount not to exceed $36,837,000 to secure the letters of credit issued by Chase and/or ▇▇▇▇▇ which are listed on Schedule 9.9 to the Information Certificate; (l) security interests in or lessor liens on Equipment and Real Property of retail store locations leased Borrowers and operated Guarantors (other than Equipment or Real Property included in the Borrowing Base) or the Capital Stock of any Propco to secure Indebtedness permitted under Section 9.9(h) hereof; (m) leases or subleases of Real Property granted by any Borrower or Guarantor in the ordinary course of business and consistent with past practice (i) to its franchisees and (ii) to any Person so long as any such leases or subleases pursuant to this clause (ii) do not interfere in any material respect with the use of such Real Property or the ordinary conduct of the business of such Borrower or Guarantor as presently conducted thereon or materially impair the value of such Real Property; (n) security interests in and liens on the assets of the Petro Companies (including, without limitation, the Petro Indenture Cash Collateral) and the Capital Stock in Petro in favor of the Petro Indenture Trustee to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower Indebtedness permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g9.9(j) hereof; provided, that, such security interests and liens on the Petro Indenture Cash Collateral shall be terminated and released by no later than May 15, 2008 and such security interests and liens on the assets of the Petro Companies (iother than the Petro Indenture Cash Collateral) and the Capital Stock in Petro shall be terminated on the Petro Existing Security Agreement Termination Date; (o) security interests in and liens on the assets of the Petro Companies (excluding the Petro Indenture Cash Collateral) and the Capital Stock in Petro in favor of ExxonMobil to secure trade liabilities owing by the Petro Companies to ExxonMobil in an aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate to exceed $2,500,00015,000,000; provided, (ii) as of each of the thirty (30) days immediately preceding the date of that, such pledge or deposit security interests and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) liens shall be required by terminated and released on the other party to the Hedging Petro Existing Security Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and Termination Date; and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (jp) the security interests and liens set forth on Schedule 8.4 to the Information CertificateCertificate which are not otherwise permitted under this Section 9.8 above.

Encumbrances. Borrower and each Guarantor shall not, and shall not permit any Subsidiary their Subsidiaries to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: EXCEPT: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of Lenders; Lender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s 's, such Guarantor's or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower Borrower, such Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower Borrower, such Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 1,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness Indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; ; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 hereto; (g) pledges and deposits of cash by any Borrower or Guarantor after the date hereof in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the current practices of Borrowers and Guarantors as of the date hereof; (h) pledges and deposits of cash by any Borrower or Guarantor after the date hereof to secure the Information Certificateperformance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of Borrowers and Guarantors as of the date hereof; PROVIDED, THAT, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Lender; (i) liens arising from leases permitted hereunder and the precautionary Uniform Commercial Code financing statement filings in respect thereof; and (j) liens on assets of Borrower, Guarantors or their Subsidiaries (other than Collateral) not otherwise permitted above, that secure obligations otherwise permitted hereunder not in excess of $100,000 in the aggregate.

Encumbrances. The Borrower shall notwill not create or suffer to exist, and shall not permit any Subsidiary to, create, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets Subsidiaries to create or suffer to exist, any Encumbrance or any other type of preferential arrangement, upon or with respect to any of its properties, including whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, in each case to secure or provide for the Collateralpayment of any Indebtedness of any Person, except: other than (a) Encumbrances created under the security interests and liens of Collateral Agent for itself and the benefit of Lenders; Loan Documents, (b) purchase money liens securing or purchase money security interests upon or in any property acquired or held by the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising any Subsidiary in the ordinary course of Borrower’s or such Subsidiary’s business to secure the extent: purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property, so long as such indebtedness does not exceed 100% of the purchase price of such property, (c) Encumbrances existing on such property at the time of the acquisition of such property or the acquisition of such Subsidiary (other than any such Encumbrance created as a result of such acquisition), (d) Permitted Encumbrances, or (e) extensions or renewals of any Encumbrance described in clauses (b) through (d) above, provided, that (i) any such liens secure Indebtedness which is not overdue extension or renewal shall be limited to the property theretofore subject to such Encumbrance, (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk principal amount of the insurer or being contested Indebtedness secured by such Encumbrance shall not be increased and (iii) the aggregate principal amount of Indebtedness secured by Encumbrances referred to in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; clauses (b) through (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do above shall not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate 1,000,000 at any time outstanding so long as such interests and mortgages do not apply to (it being expressly agreed that any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability refinanced Indebtedness shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificateconsidered new Indebtedness hereunder).

Encumbrances. The Borrower shall not, and shall not permit any Subsidiary its Subsidiaries to, create, incur, assume, suffer assume or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever Lien on any of its assets or propertiesproperty, including other than (i) such Liens as existed on the Collateral, except: (a) the security interests and liens of Collateral Agent for itself and the benefit of Lendersdate hereof; (bii) liens securing the payment of taxes, either Liens imposed by any governmental authority for any Taxes not yet overdue due and delinquent or the validity of which are being contested in good faith faith; (iii) Liens granted after the date hereof to secure Permitted Secured Debt and Permitted Subordinated Debt incurred under or assumed by appropriate proceedings diligently pursued and available to the Borrower or its Subsidiaries after the date hereof under Section 6.2(1); (iv) Liens existing on any property or assets prior to the acquisition thereon by the Borrower or any of its Subsidiaries, provided that such SubsidiaryLien was not created in contemplation of, as and the case may be and with principal amount secured has not increased in contemplation of or since, such acquisition; (v) any Lien in respect of any interest rate swap, option, cap, collar or floor agreement or any foreign currency swap agreement or other similar agreement or arrangement designed to protect the Borrower or any of its Subsidiaries against fluctuations in interest or foreign currency rates or in respect of any commodity option, swap or in the price of such commodity or in respect of hedging any similar risk to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising Issuer or any Subsidiary is exposed in the ordinary course of Borrower’s its business; (vi) any Lien arising under any retention of title, hire purchase, consignment or such Subsidiary’s business conditional sale arrangement (including any finance lease) or arrangements having similar effect in respect of goods supplied to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to the commencement any of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower Subsidiaries in the ordinary course of business and on the business supplier’s standard or usual terms and not arising as a result of Borrower to secure any default or omission by the performance by Borrower Issuer or any of its obligations under the terms Subsidiaries; or (vii) any Lien arising by operation of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) belowlaw, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall which was not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required contemplated by the other party to Borrower or any of its Subsidiaries (collectively, the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.“Permitted Encumbrances”);

Encumbrances. Borrower No Loan Party shall, nor shall not, and shall not it permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance Lien of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such assets or properties, except: : (a) the security interests and liens Liens of Collateral Agent for itself and the benefit of Lenders; Secured Parties; (b) liens Liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Loan Party or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; books in accordance with GAAP; (c) non-consensual statutory liens (any carrier’s, freight forwarder’s, warehouseman’s, materialman’s, logger’s, contractor’s, mechanic’s, landlord’s or other than liens securing the payment of taxessimilar Liens) arising in the ordinary course of Borrowersuch Loan Party’s or such Subsidiary’s business to the extent: for sums not then due or payable or past due by more than sixty (i60) such liens secure Indebtedness which is not overdue days (or (ii) such liens secure Indebtedness relating to claims or liabilities which that are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith and, to the extent necessary to prevent forfeiture or sale of the property or assets subject to any such Lien, by appropriate proceedings diligently pursued proceedings) and available to Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; that do not secure Indebtedness; (d) zoning restrictionssurvey exceptions, easementsencumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, zoning or land use restrictions, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Loan Party or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) Liens securing Indebtedness permitted to be incurred under Section 10.3(b); provided that (i) the Lien may not extend to any Collateral or other property owned by such Person or any Loan Party at the time the Lien is incurred (other than assets and property affixed or appurtenant thereto and any proceeds thereof), (ii) the Indebtedness (other than any interest thereon) secured by the Lien may not be incurred more than one hundred eighty (180) days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien; and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original purchase money price or lease payment amount of such property at the time it was acquired; (f) pledges and deposits of cash by any Loan Party or any of its Subsidiaries after the Closing Date in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security interests benefits consistent with the current practices of such Loan Party or Subsidiary as of the Closing Date or current industry practice; (g) pledges and deposits of cash by any Loan Party or any of its Subsidiaries after the Closing Date to secure the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in Equipment each case in the ordinary course of business consistent with the current practices of such Loan Party as of the Closing Date or current industry practice; (including Capital Leasesh) Liens arising from (i) operating leases and the precautionary UCC and PPSA financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by any Loan Party located on the premises of such Loan Party (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business of such Loan Party and the precautionary UCC and PPSA financing statement filings in respect thereof; (i) judgments and other similar Liens arising in connection with court proceedings that do not constitute an Event of Default, provided that (i) such Liens are being contested in good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor, (iii) a stay of enforcement of any such Liens is in effect and (iv) Agent may establish a Reserve with respect thereto; (j) the Liens set forth on Schedule 10.2; (k) the Liens securing Indebtedness permitted under Section 10.3(h) and purchase money mortgages on real estate not reasonable administrative expenses of the collateral agent in respect of such Indebtedness, subject to exceed $15,000,000 the terms of the Intercreditor Agreement or such other intercreditor agreement referred to in Section 10.3(h); (l) leases, subleases, licenses or sublicenses granted to others in the aggregate at any time outstanding so long as such interests and mortgages ordinary course of business that do not materially interfere with the ordinary conduct of the business of the Company or any Loan Party and do not secure any Indebtedness; (m) any Liens that the underlying fee interest of the owners of real property leased by any Loan Party or any Subsidiary is subject, including any Liens that apply to the leasehold interests of any Loan Party or such Subsidiary by virtue of the underlying fee interest being subject to such Liens; and (n) Liens on property or assets of Borrower a Person existing at the time (i) such Person is merged with or into or consolidated with the Company or another Loan Party, or becomes a Loan Party or (ii) such property or assets are acquired by the Company or any other Loan Party (and, in each case, not created or incurred in anticipation of such transaction) pursuant to a transaction permitted by this Agreement, provided that such Liens are not extended to the property and assets of any Loan Party other than the Equipment property or real estate so assets acquired, ; (o) Liens securing Indebtedness owed to and held by the indebtedness secured thereby does Company or another Loan Party; (p) other Liens (not exceed securing Indebtedness) incidental to the cost conduct of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost business of the Equipment Company or real estate so acquiredany Subsidiary, as the case may be; (f) liens , or rights the ownership of setoffs its assets that do not individually or credit balances in the aggregate materially adversely affect the value of Borrower with Credit Card Processors such assets, taken as a result whole, or materially impair the operation of fees the business of the Company or any Subsidiary; (q) Liens to secure any permitted extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any Indebtedness secured by Liens permitted by Sections 10.2(e), (j) and chargebacks(n); provided that such Liens do not extend to any other property or assets and the principal amount of the obligations secured by such Liens is not increased (gexcept to the extent of any reasonable premiums paid and reasonable transaction costs incurred in connection with such extension, renewal, refinancing or refunding); (r) deposits Liens in favor of cash customs or revenue authorities arising as a matter of law to secure payment of custom duties in connection with the owner or lessor importation of retail store locations leased and operated by Borrower goods incurred in the ordinary course of business; (s) Deposits made in the ordinary course of business of Borrower to secure liability to insurance carriers; (t) Liens on the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower a Subsidiary that is not a Loan Party securing Indebtedness and other obligations of such Subsidiary permitted hereunder; (u) Liens on timberlands not required to secure indebtedness of Borrower permitted be Collateral under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued this Agreement in connection with any Hedging Agreementsarrangement under which the Company or any other Loan Party is obligated to cut or pay for timber in order to provide the secured party with a specified amount of money, shall however determined; (v) Liens (other than Liens on Collateral) securing Indebtedness permitted under Section 10.3(q) in an aggregate amount not to exceed $50,000,000 at any time outstanding; and (w) Liens (i) that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (B) relating to pooled deposit or sweep accounts of the Company or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations and other cash management activities incurred in the aggregate exceed $2,500,000ordinary course of business of the Company and or any of its Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of the Company or any of its Subsidiaries in the ordinary course of business, (ii) as of each a collection bank arising under Section 4-210 of the thirty (30) days immediately preceding UCC on items in the date course of such pledge collection, encumbering reasonable customary initial deposits and margin deposits and attaching to commodity trading accounts or deposit other brokerage accounts incurred in the ordinary course of business, and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge in favor of banking institutions arising as a matter of law or deposit pursuant to customary account agreements encumbering deposits (or including the right to demand such pledge or depositof set-off) shall be required by and which are within the other party to general parameters customary in the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificatebanking industry.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary of its Subsidiaries to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including including, without limitation, the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: (a) the security interests and liens of Collateral Agent for itself and Lender (and, in the benefit case of LendersBank Products, any Affiliate of Lender); (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be its Subsidiaries and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s in Subsidiaries’ business to the extent: (i) such liens secure Indebtedness obligations which is are not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiaryits Subsidiaries, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary its Subsidiaries as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 estate, in either case securing the aggregate at any time outstanding cost of the acquisition or improvement thereon, so long as such security interests and mortgages do not apply to any property of Borrower or its Subsidiaries other than the Equipment or real estate so acquiredacquired or improved, and the indebtedness secured thereby does not exceed the cost of the acquisition or improvement of such Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquiredestate, as the case may be; (f) liens incurred or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower made in the ordinary course of the business in connection with workers’ compensation, unemployment insurance and other types of Borrower social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bond and other similar obligations (exclusive of obligations for the payment of borrowed money); (g) liens and security interests on any asset acquired by Borrower or any of its obligations under Subsidiaries after the terms date hereof if (i) such lien or security interest exists at the time of such acquisition, (ii) such lien or security interest was not created in contemplation of such acquisition, and (iii) such lien or security interest does not extend to or cover any property other than the lease for assets acquired and improvements to such premisesassets; (h) liens on assets any extension, renewal or replacement, in whole or in part, of Borrower to secure any lien, security interest or other encumbrance described in clauses (a), (e), and (g) herein, so long as the amount of collateral or the principal amount of indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agentso secured is not increased thereby; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to in the Information Certificate; and (j) the security interests and liens in the Collateral granted to the New Notes Trustee to secure indebtedness under the New Notes and the New Notes Indenture, which shall be subject to and in accordance with the New Notes Intercreditor Agreement.

Encumbrances. Except for those Liens presently in existence and reflected in either the Borrower’s or its Subsidiaries’ financial statements referred to in Section 7.16 or security interests granted in the Security Documents or in the Intercompany Financing Documents, none of the Borrower nor any of its Subsidiaries shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance Lien of any nature whatsoever on or with regard to any of its assets or properties(including, including without limitation, the Collateral, except) other than: (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; (b) liens Liens securing the payment of taxes, either not yet overdue due or the validity of which are is being contested in good faith by appropriate proceedings diligently pursued proceedings, and available as to which the Borrower or such Subsidiary, its Subsidiaries (as the case may be and with respect to which adequate reserves be) shall, if appropriate under GAAP, have been set aside on its booksbooks and records adequate reserves; (cb) non-consensual statutory liens Liens securing deposits under workers’ compensation, unemployment insurance, social security and other similar laws, or securing the performance of bids, tenders, contracts (other than liens for the repayment of borrowed money) or leases, or securing indemnity, performance or other similar bonds for the payment performance of taxesbids, tenders, contracts (other than for the repayment of borrowed money) arising or leases, or securing statutory obligations or surety or appeal bonds, or securing indemnity, performance or other similar bonds in the ordinary course of the Borrower’s or such Subsidiary’s its Subsidiaries’ business to (as the extent: case may be); (ic) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured Liens granted under the Bond Documents and being defended at the sole cost and expense and at the sole risk Liens in favor of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to Agent securing the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its booksLiabilities; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of the Borrower’s or any of its Subsidiaries’ real property, and other Liens on property which are subordinate to the Liens of the Agent securing the Liabilities and which do not interfere not, in any material respect with the determination of the Required Lenders (i) materially impair the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or (ii) materially impair lessen the value of such property for the real property purposes for which may be subject theretothe same is held by the Borrower or any of its Subsidiaries; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not capitalized leases securing indebtedness permitted to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may bebe incurred under Section 10.4(d); (f) liens or rights in the case of setoffs or credit balances the Borrower, Liens securing the interests of Borrower with Credit Card Processors as a result of fees and chargebacksany broker in any Margin Account; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course case of the business of Borrower Borrower, Liens securing indebtedness permitted to secure the performance by Borrower of its obligations be incurred under the terms of the lease for such premisesSection 10.4(f); and (h) liens on assets of Borrower to secure indebtedness of Borrower Liens permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate7.29.

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including including, without limitation, the Collateral, except: EXCEPT: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of Lenders; Lender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, as the case may be Guarantor and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s 's or such Subsidiary’s Guarantor's business (including carriers', warehousemen's, materialmen's and mechanics' liens) to the extent: (i) such liens secure Indebtedness or obligations which is are not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such SubsidiaryGuarantor, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) pledges and deposits of cash by any Borrower or Guarantor after the date hereof in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the current practices of Borrowers and Guarantors as of the date hereof; (e) pledges and deposits of cash by Borrowers after the date hereof to secure the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of Borrowers and Guarantors as of the date hereof; PROVIDED, THAT, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance reasonably satisfactory to Lender; (f) liens arising from (i) operating leases and the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by a Borrower located on the premises of such Borrower (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of Borrowers and the precautionary UCC financing statement filings in respect thereof; (g) zoning restrictions, easements, reservations, exceptions, encroachments, rights of way, licenses, covenants and other restrictions or encumbrances affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business businesses of Borrower or such Subsidiary Borrowers as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (eh) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate (including improvements thereto) arising after the date hereof in the aggregate for Borrowers not to exceed $15,000,000 in the aggregate at any time outstanding 3,000,000 so long as such security interests and mortgages do not apply to any property of Borrower Borrowers other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness Indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; ; (fi) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees the pledge of, and chargebacks; (g) deposits of cash with security interest in, the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower Senior Deferred Coupon Note Collateral to secure the performance Indebtedness of Waxman Industries evidenced by Borrower of its obligations or arising under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower Senior Deferred Coupon Notes permitted under Section 9.9(d9.9 below; (j) belowjudgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default, providedPROVIDED, thatTHAT, (i) such liens shall be are being contested in good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor, (iii) a stay of enforcement of any such liens is in effect, and (iv) any such liens are junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens of Lender; (k) liens and security interests to secure Refinancing Indebtedness to the extent permitted under Section 9.9(k) below; and (l) security interests and liens in existence on the date hereof which are set forth on Schedule 8.4 to the Information Certificatehereto.

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; the Secured Parties and the rights of setoff of Secured Parties provided for herein or under applicable law; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue delinquent or the validity or amount of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, or such Guarantor or Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (including without limitation, landlords’, carriers’, warehousemen’s, mechanics, materialmen’s or other than like liens but excluding liens securing the payment of taxes) arising in the ordinary course of such Borrower’s, Guarantor’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, building codes, easements, licenses, covenants covenants, land use laws, and other restrictions affecting the use of real property Real Property and other similar matters of record affecting title to Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 secure Indebtedness permitted under Section 9.9(b) hereof; (f) pledges and deposits of cash by any Borrower or Guarantor or Subsidiary after the date hereof in the aggregate at any time outstanding so long as ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the current or prior practices of such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; Guarantor; (fg) liens or rights of setoffs or setoff against credit balances of Borrowers, Guarantors or any of their Subsidiaries with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to Borrower with in the ordinary course of business, but not liens on or rights of setoff against any other property or assets of Borrowers, pursuant to the Credit Card Agreements to secure the obligations of Borrowers to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks; ; (gh) pledges and deposits of cash by any Borrower or Guarantor or Subsidiary after the date hereof to secure the performance of tenders, bids, leases, trade contracts, statutory obligations and other similar obligations in each case (1) in the ordinary course of business of such Borrower, Guarantor or Subsidiary and (2) other than for the repayment of Indebtedness; (i) liens arising from (i) operating leases and the precautionary UCC financing statement or fixture filings in respect thereof and (ii) Equipment or other materials which are not owned by any Borrower, Guarantor or Subsidiary located on the premises of such Borrower, Guarantor or Subsidiary (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business of such Borrower, Guarantor or Subsidiary and the precautionary UCC financing statement or fixture filings in respect thereof; (j) deposits of cash with the owner or lessor of retail store locations premises leased and operated by Borrower any Borrower, Guarantor or Subsidiary in the ordinary course of the business of Borrower such Borrower, Guarantor or Subsidiary to secure the performance by Borrower such Borrower, Guarantor or Subsidiary of its obligations under the terms of the Real Property lease for such premises; ; (hk) judgments and other similar liens on assets arising in connection with court proceedings that do not constitute an Event of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) belowDefault, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof liens is in form and substance satisfactory to Administrative Agent effect and (iv) as Agent may establish Reserves with respect thereto; (l) security interests in assets of a Borrower, Guarantor or Subsidiary existing at the time such Borrower, Guarantor or Subsidiary is acquired pursuant to a Permitted Acquisition after the date hereof; provided, that, each of the date following conditions is satisfied as determined by Agent: (i) such security interests were not granted and did not arise in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (ii) the assets subject to such security interests do not include any assets of the type or categories that constitute Collateral other than Equipment or Real Property and do not apply to any assets or properties of any Borrower or other Guarantor other than Equipment and Real Property of the Borrower, Guarantor or Subsidiary so acquired, (iii) the Indebtedness secured by such assets is permitted under Section 9.9(h) hereof; (m) other liens not otherwise permitted under any other subsection of this Section 9.8 with respect to property or assets of any Borrower, Guarantor or Subsidiary; provided that the aggregate principal amount of the Indebtedness or other obligations secured by such liens does not exceed $1,000,000 at any time outstanding; (n) liens or security interests arising by law or granted by any Borrower or any Guarantor in favor of a lessor, landlord, consignee, warehouseman or bailee of a retail store location, Non-Retail Store Location or Warehouse Location, as applicable, on personal property and/or trade fixtures owned by any Borrower or Guarantor located at such locations granted pursuant to a lease agreement between such Borrower or Guarantor and such lessor, landlord, consignee, warehouseman or bailee, as applicable, entered into in the ordinary course of business, in each case granted to secure obligations owed by such Borrower or Guarantor with respect to any rental payments, service charges or other amounts owing to such lessor, landlord, consignee, warehouseman or bailee, as applicable, pursuant to such lease agreement; provided, that, in the event that Administrative Borrower does not obtain a Collateral Access Agreement with respect to such locations, Agent at its option, may establish a Reserve with respect to each such location in respect of amounts at any time due or to become due to the lessor, landlord, consignee, warehouseman or bailee, as applicable, of such pledge location as Agent shall reasonably determine but in no event shall any Reserve with respect to rent be maintained in respect of any location for which a Collateral Access Agreement has been delivered to Agent; (o) [reserved]; (p) liens incurred by any Borrower or deposit and after giving effect thereto, no Default Guarantor on any unearned premiums paid by any Borrower or Event Guarantor or any return of Default shall exist or have occurred and be continuing; and the premium for such policy pursuant to the Indebtedness described in Section 9.9(j) hereof; (jq) the security interests and liens set forth on Schedule 8.4 hereto; (r) [reserved]; (s) [reserved]; (t) liens securing the ABL Obligations to the Information Certificateextent permitted to be incurred pursuant to Section 9.9(t); provided that such liens are at all times subject to the Intercreditor Agreement. For the avoidance of doubt, for purposes of this Agreement, “encumbrance” shall not be deemed to include licenses of Intellectual Property which are otherwise permitted under the terms of this Agreement.

Encumbrances. Borrower Neither Participant shall not, and shall not permit any Subsidiary to, create, incur, assume, suffer or permit to exist any security interestpledge, mortgage, pledge, lien, charge or other encumbrance otherwise create an Encumbrance on its interest in this Agreement or the Assets except for the purpose of any nature whatsoever on any of its assets or propertiessecuring project financing relating to the Properties, including the Collateralits share of funds for Development or Mining costs and in such event both Participants, except: (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; (b) liens securing the payment of taxesacting reasonably, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s business shall agree to the extent: (i) terms and conditions of such liens secure Indebtedness which is not overdue or (ii) Encumbrance. The right of a Participant to grant such liens secure Indebtedness relating Encumbrance shall be subject to claims or liabilities which are fully insured and being defended at the sole cost and expense and at condition that the sole risk holder of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryEncumbrance (“Chargee”) first enters into a written agreement with the other Participant, in each case prior a form acceptable to that Participant, acting reasonably, which provides: 13.5.1 the Chargee shall not enter into possession or institute any proceedings for foreclosure or partition of the encumbering Participant’s Participating Interest except as provided in Section 13.5.2 and that such Encumbrance shall be subject to the commencement provisions of foreclosure or this Agreement; 13.5.2 the Chargee’s remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Participant’s Participating Interest to the other similar proceedings and with respect Participant, or, failing such a sale, at a public auction to which adequate reserves have been set aside on its books; be held at least forty-five (d45) zoning restrictionsdays after prior Notice to the other Participant, easements, licenses, covenants and other restrictions affecting such sale to be subject to the use of real property which do not interfere in any material respect purchaser entering into a written agreement with the use of other Participant whereby such real property or ordinary conduct purchaser assumes all obligations of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations encumbering Participant under the terms of this Agreement. The price of any preemptive sale to the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens other Participant shall be junior the remaining principal amount of the loan plus accrued interest and related expenses, and such preemptive sale shall occur within sixty (60) days of the Chargee’s Notice to the other Participant of its intent to sell the encumbering Participant’s Participating Interest. Failure of a sale to the other Participant to close by the end of such period, unless failure is caused by the encumbering Participant or by the Chargee, shall permit the Chargee to sell the encumbering Participant’s Participating Interest at a public sale; and 13.5.3 the charge shall be subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cashany then-existing debt, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required including project financing previously approved by the other party to Management Committee, encumbering the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificatetransferring Participant’s Participating Interest.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 50,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; and (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificatehereto.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including including, without limitation, the Collateral, exceptEXCEPT: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves in accordance with GAAP have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without the consent of the lessee) which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 75,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; and (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 hereto; (g) liens incurred and pledges and deposits made in the ordinary course of business in connection with workmen's compensation, unemployment insurance, old-age pensions and other social security benefits; (h) liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety, customs and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business; (i) liens created in connection with capital leases permitted by Section 9.7(b)(iv) hereof as long as such liens relate solely to the Information Certificateproperty subject to such capital leases; (j) liens on equipment or other property (other than Inventory) existing at the time such property is acquired by Borrower; provided, in each case, that such liens were not created in contemplation of such acquisition by Borrower; (k) mortgages upon real property owned by Borrower on the Closing Date or hereafter acquired by Borrower, provided that (i) the principal amount of the indebtedness secured by such lien does not exceed the fair market value of the real property to which such lien relates and (ii) the incurrence of such indebtedness is permitted by Section 9.9 hereof; and (l) extensions, renewals and replacements of liens referred to in paragraphs (a) through (k) of this Section 9.8; PROVIDED, HOWEVER, that any such extension, renewal or replacement lien shall be limited to the property or assets covered by the lien extended, renewed or replaced and that the principal amount of the obligations secured by any such extension, renewal or replacement lien shall be in an amount not greater than the principal amount of the obligations secured by the lien extended, renewed or replaced.

Encumbrances. Borrower shall not, and Debtors shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersSecured Party; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be Debtors and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s Debtors’ business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryDebtors, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its their books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary Debtors as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 50,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower Debtors other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; and (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate4.4 hereto.

Encumbrances. No Borrower or Guarantor shall, nor shall not, and shall not it permit any Subsidiary of its Subsidiaries to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent Agent, for itself and the ratable benefit of Lenders; the Lenders and the Bank Product Providers; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Guarantor or its Subsidiary, as the case may be be, and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s ’s, such Guarantor’s, or such Subsidiary’s ’s, business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, such Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, such Guarantor or such Subsidiary Subsidiary, as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) to secure Indebtedness permitted under Section 9.9(b) hereof; (f) pledges and purchase money mortgages on real estate not to exceed $15,000,000 deposits of cash by such Borrower or Guarantor after the date hereof in the aggregate at any time outstanding so long ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the practices of such Borrower or Guarantor as of the date hereof; (g) pledges and deposits of cash by such interests and mortgages do not apply Borrower or Guarantor after the date hereof to any property secure the performance of Borrower tenders, bids, leases, trade contracts (other than for the Equipment repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the practices of such Borrower or real estate so acquiredGuarantor as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent; (h) liens arising from (i) operating leases and the indebtedness secured thereby does precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not exceed owned by a Borrower or Guarantor located on the cost premises of such Borrower or Guarantor (but not in connection with, or as part of, the Equipment financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower or real estate so acquired, Guarantor and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; precautionary UCC financing statement filings in respect thereof; (fi) liens or rights of setoffs setoff or credit balances of such Borrower or Guarantor with Credit Card Processors Issuers, but not liens on or rights of setoff against any other property or assets of such Borrower or Guarantor pursuant to the Credit Card Agreements (as in effect on the date hereof) to secure the obligations of such Borrower or Guarantor to the Credit Card Issuers as a result of fees and chargebacks; ; (gj) deposits of cash with the owner or lessor of retail store locations premises leased and operated by such Borrower or Guarantor in the ordinary course of the business of such Borrower or Guarantor to secure the performance by such Borrower or Guarantor of its obligations under the terms of the lease for such premises; ; (hk) judgments and other similar liens on assets arising in connection with court proceedings that do not constitute an Event of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) belowDefault, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof liens is in form and substance satisfactory to Administrative Agent effect and (iv) as Agent may establish a Reserve with respect thereto; (l) the security interests and liens in favor of New Term Loan Agent to secure Indebtedness permitted by Section 9.9(i) hereof and that are subject to the terms and conditions of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuingNew Term Loan Intercreditor Agreement; and and (jm) the security interests and liens set forth on Schedule 8.4 to the Information CertificateCertificates.

Encumbrances. Each Borrower and each Guarantor shall not, and shall not permit any Subsidiary of its Subsidiaries to, create, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the CollateralCollateral or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to such assets or properties, except: : (a) the security interests and liens of Administrative and Collateral Agent Agent, for itself and the ratable benefit of Lenders; the Lenders and Bank Product Providers; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, such Guarantor or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s, such Guarantor’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured or bonded and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, such Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, such Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests secure Indebtedness permitted under Sections 9.9(a) and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; 9.9(c) hereof; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; Intentionally Omitted; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 hereto; (h) renewals and extensions of any of the foregoing security interests and liens so long as the aggregate principal amount of the Indebtedness (plus any accrued and unpaid fees and interest), if any, secured thereby is not increased and such renewal or extension does not encumber additional assets of such Borrower, such Guarantor or such Subsidiary; (i) leases or subleases granted to third Persons that do not materially interfere with the conduct of the business of such Borrower, such Guarantor or such Subsidiary; (j) security interests in and liens on property or assets acquired pursuant to an acquisition permitted by Section 9.10 hereof, or on property or assets of a Person in existence at the time such Person is acquired pursuant to an acquisition permitted by Section 9.10 hereof so long as: (i) any Indebtedness that is secured by such security interests and liens is otherwise permitted under Section 9.9 hereof and (ii) such security interests and liens are not incurred in connection with, or in contemplation of, such acquisition and do not attach to any other asset of any Borrower or any Guarantor or such acquired Person or otherwise violate any of the provisions of this Agreement; (k) pledges and deposits of cash by any Borrower or any Guarantor after the date hereof in the ordinary course of business and commercially reasonable in connection with workers’ compensation, unemployment insurance and other types of social security benefits or in connection with obligations under Hedging Transactions; (l) judgments liens arising in connection with legal proceedings that do not constitute an Event of Default; provided, that, (i) such liens are being contested in good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as are required by GAAP have been established therefor, (iii) a stay of enforcement of any such liens is in effect and (iv) Administrative and Collateral Agent may establish a Reserve with respect thereto; and (m) liens on assets other than Accounts, collections on Accounts or Inventory to the Information Certificateextent such liens do not secure obligations in excess of $10,000,000 in the aggregate at any one time outstanding.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s 's or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may besecure Indebtedness permitted under Section 9.9(b) hereof; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees arising from operating leases and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower precautionary UCC financing statement filings in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuingrespect thereof; and (jg) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.

Encumbrances. The Borrower shall not, and shall not permit any Subsidiary tocause each of its Subsidiaries to not, either directly or indirectly, create, incur, assume, incur or suffer or permit to exist any security interest, mortgage, pledge, lien, Lien or charge or other encumbrance of any nature whatsoever on kind or character upon any asset of its assets the Borrower or propertiesany Subsidiary, including whether owned at the Collateral, date hereof or hereafter acquired except: : (a) the security interests and liens of Collateral Agent Liens for itself and the benefit of Lenders; (b) liens securing the payment of taxes, either assessments or other governmental charges not yet overdue due or the validity of which are being contested in good faith by appropriate proceedings diligently pursued in such a manner as not to make the property forfeitable; (b) Liens or charges incidental to the conduct of its business or the ownership of its property and available assets which were not incurred in connection with the borrowing of money or the obtaining of an advance or credit, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (c) Liens arising out of judgments or awards against the Borrower with respect to Borrower which it shall concurrently therewith be prosecuting a timely appeal or such Subsidiary, as the case may be proceeding for review and with respect to which adequate reserves it shall have been set aside secured a stay of execution pending such appeal or proceedings for review; (d) pledges or deposits to secure obligations under worker's compensation laws or similar legislation; (e) good faith deposits in connection with lending contracts or leases to which the Borrower is a party; (f) deposits to secure public or statutory obligations of the Borrower; (g) Liens, including the Senior Mortgages, existing on its booksthe date hereof and disclosed on the financial statements referred to in Section 7; (h) Liens securing obligations permitted under Section 8.1(f), Section 8.1(g) and/or Section 8.1(h); and (ci) non-consensual statutory liens (other than liens securing Liens granted to the payment Bank. Without limiting the generality of taxes) arising in the ordinary course of foregoing, Borrower shall not, and shall cause each Subsidiary not to, mortgage or otherwise encumber Borrower’s 's or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue 's fee or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere leasehold interest in any material respect with the use of such real property Mortgaged Premises or ordinary conduct of the business of Borrower or such Subsidiary Other Property, except as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not expressly permitted pursuant to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower above or as consented to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof Bank in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificatewriting.

Encumbrances. The Borrower shall notwill not create or suffer to exist, and shall not permit any Subsidiary to, create, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets Subsidiaries to create or suffer to exist, any Encumbrance or any other type of preferential arrangement, upon or with respect to any of its properties, including whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, in each case to secure or provide for the Collateralpayment of any Indebtedness of any Person, except: other than: (a) the purchase money liens or purchase money security interests and liens of Collateral Agent for itself and upon or in any property acquired or held by the benefit of Lenders; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising any Subsidiary in the ordinary course of Borrower’s or such Subsidiary’s business to secure the extent: purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property, so long as such indebtedness does not exceed 100% of the purchase price of such property; (b) Encumbrances existing on such property at the time of the acquisition of such property or the acquisition of such Subsidiary (other than any such Encumbrance created as a result of such acquisition); (c) Permitted Encumbrances; or (d) Extensions or renewals of any Encumbrance described in clauses (a) through (c) above, provided, that (i) any such liens secure Indebtedness which is not overdue extension or renewal shall be limited to the property theretofore subject to such Encumbrance and (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk principal amount of the insurer or being contested Indebtedness secured by such Encumbrance shall not be increased; provided, that the aggregate principal amount of Indebtedness secured by Encumbrances referred to in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; clauses (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasesa) and purchase money mortgages on real estate (b) above shall not to exceed $15,000,000 in the aggregate 5,000,000 at any time outstanding so long as such interests and mortgages do not apply to (it being expressly agreed that any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, refinanced Indebtedness shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificateconsidered new Indebtedness hereunder).

Encumbrances. Borrower The Borrowers shall not, and shall not permit any Subsidiary to, create, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except (the following being “Permitted Encumbrances”): (a) the security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower the Borrowers or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its booksbooks in accordance with GAAP; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s the Borrowers’ or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness which is not overdue overdue; or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower the Borrowers or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower the Borrowers or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may besecure Indebtedness permitted under Section 8.13(b) hereof; (f) the security interests and liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower Existing Lenders on that certain real property located at 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuingExisting Debt; and (jg) the security interests and liens set forth on Schedule 8.4 8.12 to the Information CertificatePerfection Certificate which are not permitted by the other provisions of Section 8.12 above.

Encumbrances. No Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens in favor of warehouseman, landlords, carriers, mechanics, materialmen, laborers or suppliers; (c) liens arising from deposits made in connection with obtaining workers' compensation or other unemployment insurance; (d) liens arising by reason of security for surety, appeal bonds or performance bonds; (e) liens resulting from any judgment or award that would not have a material adverse effect on the Borrowers taken as a whole; (f) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (cg) non-non- consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (dh) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of such Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (ei) purchase money security interests in Equipment (including Capital Leasescapital leases) arising after the date hereof and purchase money mortgages on real estate not to exceed $15,000,000 1,500,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of such Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 hereto; (k) security interests and liens created pursuant to the Information Certificaterefinancing of obligations and indebtedness pursuant to Section 9.9(e) hereof; (l) liens arising from operating leases and (m) liens against any life insurance policy or the cash surrender value thereof which relate to borrowings incurred to finance the premiums made under such policy. Lender shall upon the acquisition of Equipment as provided pursuant to subsection (i) above, release its security interest in such Equipment so acquired if so required under the terms of the financing arrangements governing such acquisition.

Encumbrances. Each Borrower shall not, and Guarantor shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or Lien with respect to any Collateral, except the following (“Permitted Liens”): (a) the security interests and liens of Collateral Liens granted to Agent for itself and the benefit of Lenders; the Secured Parties and the rights of setoff of Secured Parties provided for herein or under applicable law; (b) liens Liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, or such SubsidiaryGuarantor, as the case may be be, and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens Liens (other than liens Liens securing the payment of taxes) arising in the ordinary course of such Borrower’s or such Subsidiary’s, Guarantor’s business to the extent: (i) such liens Liens secure Indebtedness which is not overdue or (ii) such liens Liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, Guarantor in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of such Borrower or such Subsidiary Guarantor as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; secure Indebtedness permitted under Section 9.9(b) hereof; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees pledges and chargebacks; (g) deposits of cash with by any Borrower or Guarantor after the owner or lessor of retail store locations leased and operated by Borrower date hereof in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the business current practices of such Borrower to secure the performance by Borrower of its obligations under the terms or Guarantor as of the lease for such premises; date hereof; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (ig) pledges and deposits of cash, Cash Equivalents cash by any Borrower or investment securities by Borrower Guarantor after the date hereof to secure indebtedness the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower permitted under Section 9.9(g) or Guarantor as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement or shall have entered into an intercreditor agreement with Agent, in either case, in form and substance satisfactory to Agent; (h) Liens arising from (i) operating leases and the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by any Borrower or Guarantor located on the premises of such Borrower or Guarantor (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower or Guarantor and the precautionary UCC financing statement filings in respect thereof; (i) judgments and other similar Liens arising in connection with court proceedings that do not constitute an Event of Default, provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such Liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof Liens is in form and substance satisfactory to Administrative Agent effect and (iv) as Agent may establish a Reserve with respect thereto; and (j) Liens securing the Senior Notes in the Notes Priority Collateral, and in the First Priority Collateral (subject to Agent’s prior Lien therein), in each case subject to the provisions of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuingIntercreditor Agreement; and and (jk) the security interests and liens Liens set forth on Schedule 8.4 to the Information Certificatethis Agreement.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed the Canadian Dollar Amount of $15,000,000 50,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; and (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 hereto (except to the Information Certificateextent that Lender requires the discharge thereof prior to the advance of the initial Loans hereunder).

Encumbrances. Borrower and Guarantors shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; Lenders and the Bank Product Providers (but only to the extent provided for herein); (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue delinquent or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower Borrower, any Guarantor or such any Subsidiary, as the case may be be, and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s, any Guarantor’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower Borrower, any Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower Borrower, any Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests or other security interests in Equipment (including Capital Leases) and purchase money mortgages or other mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding secure Indebtedness permitted under Section 9.9(b) hereof so long as such security interests and mortgages do not apply to any property of Borrower Borrower, any Guarantor or any Subsidiary other than the Equipment or real estate Real Property so acquiredacquired (and the proceeds thereof), and the indebtedness Indebtedness secured thereby does not exceed the cost of the Equipment or real estate Real Property so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment constructed, remodeled or real estate so acquiredimproved, as the case may be; , and such security interests are granted within 180 days of the date of such acquisition or completion of construction, remodeling or improvement of such Equipment or Real Property, as the case may be; (f) pledges and deposits of cash by Borrower or any Guarantor after the date hereof in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits; (g) pledges and deposits of cash by Borrower or any Guarantor after the date hereof to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business of Borrower or such Guarantor; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent; (h) liens arising from (i) operating leases and the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by Borrower or Guarantor located on the premises of Borrower or any Guarantor (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of Borrower or such Guarantor and the precautionary UCC financing statement filings in respect thereof; (i) liens or rights of setoffs or setoff against credit balances of Borrower with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to Borrower in the ordinary course of business, but not liens on or rights of setoff against any other property or assets of Borrower, pursuant to the Credit Card Agreements (as in effect on the date hereof) to secure the obligations of Borrower to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks; ; (gj) statutory or common law liens or rights of setoff of depository banks with respect to funds of Borrower at such banks to secure fees and charges in connection with returned items or the standard fees and charges of such banks in connection with the deposit accounts maintained by Borrower at such banks (but not any other Indebtedness or obligations); (k) deposits of cash with the owner or lessor of retail store locations premises leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its their respective obligations under the terms of the lease for such premises; ; (hl) judgments and other similar liens on assets arising in connection with court proceedings that do not constitute an Event of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereofDefault; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or lien is imposed with the right to demand such pledge or depositperiod specified in Section 10.1(d) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof hereof in form and substance satisfactory to Administrative Agent effect and (iv) Agent may establish a Reserve with respect thereto; (m) the security interests and liens upon the Wholesale Collateral in favor of Wholesale to secure Indebtedness owing GE under the Wholesale Agreements as permitted in Section 9.9 (g) hereof; provided, that, such security interests and liens shall at all times be subject to the terms of the date Wholesale Finance Intercreditor Agreement; (n) the security interests and liens upon the Frigidaire Consignment Collateral in favor of Frigidaire to secure Indebtedness owing Frigidaire under the Frigidaire Consignment Collateral as permitted in Section 9.9(i) hereof; provided, that, such pledge or deposit security interests and after giving effect theretoliens shall at all times be subject to the terms of the Frigidaire Consignment Intercreditor Agreement; (o) the liens of customs brokers on Inventory of Borrower incurred in the ordinary course of business in the connection with the importation of Inventory; provided, no Default or Event of Default shall exist or have occurred and be continuingthat, such Inventory is not Eligible Inventory; and and (jp) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; the Secured Parties and the rights of setoff of Secured Parties provided for herein or under applicable law; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue delinquent or the validity or amount of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, or such Guarantor or Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (including without limitation, landlords’, carriers’, warehousemen’s, mechanics, materialmen’s or other than like liens but excluding liens securing the payment of taxes) arising in the ordinary course of such Borrower’s, Guarantor’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, building codes, easements, licenses, covenants covenants, land use laws, and other restrictions affecting the use of real property Real Property and other similar matters of record affecting title to Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 secure Indebtedness permitted under Section 9.9(b) hereof; (f) pledges and deposits of cash by any Borrower or Guarantor or Subsidiary after the date hereof in the aggregate at any time outstanding so long as ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the current or prior practices of such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; Guarantor; (fg) liens or rights of setoffs or setoff against credit balances of Borrowers, Guarantors or any of their Subsidiaries with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to Borrower with in the ordinary course of business, but not liens on or rights of setoff against any other property or assets of Borrowers, pursuant to the Credit Card Agreements to secure the obligations of Borrowers to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks; ; (gh) pledges and deposits of cash by any Borrower or Guarantor or Subsidiary after the date hereof to secure the performance of tenders, bids, leases, trade contracts, statutory obligations and other similar obligations in each case (1) in the ordinary course of business of such Borrower, Guarantor or Subsidiary and (2) other than for the repayment of Indebtedness; (i) liens arising from (i) operating leases and the precautionary UCC and PPSA financing statement or fixture filings in respect thereof and (ii) Equipment or other materials which are not owned by any Borrower, Guarantor or Subsidiary located on the premises of such Borrower, Guarantor or Subsidiary (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business of such Borrower, Guarantor or Subsidiary and the precautionary UCC financing statement or fixture filings in respect thereof; (j) deposits of cash with the owner or lessor of retail store locations premises leased and operated by Borrower any Borrower, Guarantor or Subsidiary in the ordinary course of the business of Borrower such Borrower, Guarantor or Subsidiary to secure the performance by Borrower such Borrower, Guarantor or Subsidiary of its obligations under the terms of the Real Property lease for such premises; ; (hk) judgments and other similar liens on assets arising in connection with court proceedings that do not constitute an Event of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) belowDefault, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof liens is in form and substance satisfactory to Administrative Agent effect and (iv) as Agent may establish Reserves with respect thereto; (l) security interests in assets of a Borrower, Guarantor or Subsidiary existing at the time such Borrower, Guarantor or Subsidiary is acquired pursuant to a Permitted Acquisition after the date hereof; provided, that, each of the date following conditions is satisfied as determined by Agent: (i) such security interests were not granted and did not arise in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (ii) the assets subject to such security interests do not include any assets of the type or categories that constitute Collateral other than Equipment or Real Property and do not apply to any assets or properties of any Borrower or other Guarantor other than Equipment and Real Property of the Borrower, Guarantor or Subsidiary so acquired, (iii) the Indebtedness secured by such assets is permitted under Section 9.9(h) hereof; (m) other liens not otherwise permitted under any other subsection of this Section 9.8, other liens with respect to property or assets of any Borrower, Guarantor or Subsidiary; provided that the aggregate principal amount of the Indebtedness or other obligations secured by such liens does not exceed $1,000,000 at any time outstanding; (n) liens or security interests arising by law or granted by any Borrower or any Guarantor in favor of a lessor, landlord, consignee, warehouseman or bailee of a retail store location, Non-Retail Store Location or Warehouse Location, as applicable, on personal property and/or trade fixtures owned by any Borrower or Guarantor located at such locations granted pursuant to a lease agreement between such Borrower or Guarantor and such lessor, landlord, consignee, warehouseman or bailee, as applicable, entered into in the ordinary course of business, in each case granted to secure obligations owed by such Borrower or Guarantor with respect to any rental payments, service charges or other amounts owing to such lessor, landlord, consignee, warehouseman or bailee, as applicable, pursuant to such lease agreement; provided, that, in the event that Administrative Borrower does not obtain a Collateral Access Agreement with respect to such locations, Agent at its option, may establish a Reserve with respect to each such location in respect of amounts at any time due or to become due to the lessor, landlord, consignee, warehouseman or bailee, as applicable, of such pledge location as Agent shall reasonably determine but in no event shall any Reserve with respect to rent be maintained in respect of any location for which a Collateral Access Agreement has been delivered to Agent; (o) [reserved]; (p) liens incurred by any Borrower or deposit and after giving effect thereto, no Default Guarantor on any unearned premiums paid by any Borrower or Event Guarantor or any return of Default shall exist or have occurred and be continuingthe premium for such policy; and pursuant to the Indebtedness described in Section 9.9(j) hereof; (jq) the security interests and liens set forth on Schedule 8.4 hereto; (r) [reserved]; and (s) liens securing the Term Loan Obligations to the Information Certificateextent permitted to be incurred pursuant to Section 9.9(t); provided that such liens are at all times subject to the Intercreditor Agreement. For the avoidance of doubt, for purposes of this Agreement, “encumbrance” shall not be deemed to include licenses of Intellectual Property which are otherwise permitted under the terms of this Agreement.

Encumbrances. Each US Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance Lien of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the security interests and liens Liens of Collateral Agent for itself and the benefit of LendersAgent; (b) liens Liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be it and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens Liens (other than liens Liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s its business to the extent: (i) such liens Liens secure Indebtedness indebtedness which is not overdue or (ii) such liens Liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiaryit, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the its business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Liens securing any Capital Leases) Expenditures permitted by Section 8.24; and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; the Liens set forth on Schedule 7.4 hereto (g) deposits of cash with except to the owner or lessor of retail store locations leased and operated by Borrower in extent that Tranche B Agent and/or Agent requires the ordinary course discharge thereof prior to the advance of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior initial Loans and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificatehereunder).

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; the Secured Parties; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, or such Guarantor or Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s, Guarantor’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 secure Indebtedness permitted under Section 9.9(b) hereof; (f) pledges and deposits of cash by any Borrower or Guarantor after the date hereof in the aggregate at ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the current practices of such Borrower or Guarantor as of the date hereof; (g) pledges and deposits of cash by any time outstanding so long as such interests and mortgages do not apply Borrower or Guarantor after the date hereof to any property secure the performance of Borrower tenders, bids, leases, trade contracts (other than for the Equipment repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower or real estate so acquiredGuarantor as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance reasonably satisfactory to Agent; (h) liens arising from (i) operating leases and the indebtedness secured thereby does precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not exceed owned by any Borrower or Guarantor located on the cost premises of such Borrower or Guarantor (but not in connection with, or as part of, the Equipment financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower or real estate so acquired, Guarantor and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; precautionary UCC financing statement filings in respect thereof; (fi) liens or rights of setoffs or setoff against credit balances of Borrowers with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to Borrower with in the ordinary course of business, but not liens on or rights of setoff against any other property or assets of Borrowers, pursuant to the Credit Card Agreements (as in effect on the date hereof) to secure the obligations of Borrowers to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks; ; (gj) deposits statutory or common law liens or rights of cash setoff of depository banks with respect to funds of Borrowers or Guarantors at such banks to secure fees and charges in connection with returned items or the standard fees and charges of such banks in connection with the owner deposit accounts maintained by Borrowers and Guarantors at such banks (but not any other Indebtedness or lessor obligations); (k) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) belowDefault, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof liens is in form and substance satisfactory to Administrative Agent effect and (iv) as of the date of such pledge or deposit and after giving effect Agent may establish a Reserve with respect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and ; (jl) the security interests and liens set forth on Schedule 8.4 which are not permitted by the other provisions of Section 9.8 above; (m) non-consensual security interests and liens which are not permitted by the other provisions of Section 9.8 above to secure Indebtedness and other liabilities in an amount not to exceed $100,000 in the aggregate; (n) liens of the trustee for the holders of the Specified Subordinated Indebtedness securing the Specified Subordinated Indebtedness, provided that such liens are junior in rank to the Information Certificatesecurity interests and liens of Agent for itself and the benefit of the Secured Parties and subject to the Subordination Provisions; and (o) the security interests and liens identified on Schedule 1.6 hereof, provided that Borrowers are in compliance with Section 9.27(a).

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including including, without limitation, the Collateral, except: : (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of Lenders; Lender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) security deposits in the ordinary course of business; (d) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s 's business to the extent: : (i) such liens secure Indebtedness indebtedness which is not overdue for more than thirty (30) days or is being contested in good faith by appropriate proceedings diligently pursued and available to Borrower and with respect to which adequate reserves have been set aside on its books; or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer (subject to applicable deductibles) or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (de) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; ; (ef) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; ; (g) deposits of cash with liens constituting the owner or lessor of retail store locations leased sale and operated by Borrower in the ordinary course assignment of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; RDA Claims; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 hereto; and (i) liens created by the Seller Guaranty so long as such liens are subject to and governed by the Information CertificateSubordination Agreement.

Encumbrances. No Borrower shall notshall, and shall not permit any Subsidiary toeither directly or indirectly, create, incur, assume, incur or suffer or permit to exist any security interest, mortgage, pledge, lien, Lien or charge or other encumbrance of any nature whatsoever on any of its assets kind or properties, including character upon the Collateral, whether owned at the date hereof or hereafter acquired except: : (a) Liens created pursuant to the security interests and liens Loan Documents on behalf of Collateral Agent the Agent, for itself and the benefit of the Lenders; ; (b) Liens for or priority claims imposed by law which are incidental to the conduct of business or the ownership of properties and assets (including mechanic’s, warehousemen’s, attorneys’ and statutory and contractual landlords’ liens) and deposits, pledges, liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money; provided, that in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith and adequate reserves have been set up by the Borrowers or their Subsidiaries in accordance with GAAP, as the case may be; (c) Liens securing the payment of taxes, assessments and governmental charges or levies incurred in the ordinary course of business, either (i) not yet overdue delinquent, or the validity of which are (ii) being contested in good faith by appropriate legal or administrative proceedings diligently pursued and available as to Borrower which the Borrowers or such any Subsidiary, as the case may be and with respect to which adequate reserves be, shall have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which books adequate reserves have been set aside on its books; (d) zoning restrictionsin accordance with GAAP, easementsand so long as .during the period of any such contest, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon shall suffer no loss of any privilege of doing business or materially impair any other right, power or privilege necessary or material to the value operation of its business; (d) the real property which may be subject thereto; Lien of Bank of America, N.A. on deposit account number 8666827899 opened by the Borrower with Bank of America, N.A.; (e) purchase money security interests extensions, renewals and replacements of Liens referred to in Equipment paragraphs (including Capital Leasesa) through (d) of this Section 8.2; provided, however, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and purchase money mortgages on real estate that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other greater than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost original amount of the Equipment obligations secured by the Lien extended, renewed or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may bereplaced; and (f) liens or rights the Lien of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash Citibank filed with the owner or lessor Delaware Department of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens State – initial filing number 525267899 — which shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; removed within ninety (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (3090) days immediately preceding following the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information CertificateClosing Date.

Encumbrances. Neither Borrower nor any of its subsidiaries shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be applicable subsidiary and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s 's or such Subsidiary’s the subsidiary's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiarythe applicable subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary and its subsidiaries as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 300,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower or any of its subsidiaries other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 hereto; and (g) liens on assets that are not Collateral to the Information Certificatesecure debt permitted by Section 9.9(e); and (h) encumbrances on assets that are not Collateral and are not granted to secure any indebtedness of Borrower.

Encumbrances. Borrower shall not, and Guarantor shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: : (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of Lenders; Lender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be Guarantor and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s Guarantor's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue overdue; or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryGuarantor, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary Guarantor as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases); (e) and purchase money mortgages on real estate not to exceed $15,000,000 [AMOUNT] in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower Guarantor other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; and (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information CertificateSCHEDULE 4.4 hereto.

Encumbrances. No Borrower shall, or shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lienLien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or Lien with respect to any such assets or properties, except the following (herein called, collectively, "Permitted Encumbrances"): (a) the security interests and liens Liens in the Collateral in favor of Collateral Agent for itself and the benefit of Lenders; the Lender Parties granted pursuant to this Agreement and the Other Documents; (b) liens Liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, as the case may be be, and with respect to which adequate reserves have been set aside on its books; books in accordance with GAAP; (c) non-consensual statutory liens Liens (other than liens Liens securing the payment of taxes) arising in the ordinary course of such Borrower’s 's or such Subsidiary’s 's business to the extent: (i1) such liens Liens secure Indebtedness which that is not overdue or (ii2) such liens Liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; books as required by GAAP; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which Real Property that do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of such Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be Real Property owned by any Borrower (or, to Borrowers' knowledge, in the case of Leasehold Interests that are material to the operation of the Borrowers' business and involve annual payments in excess of the Materiality Threshold, the value of the Borrowers' interest in such Leasehold Interests) that is subject thereto; ; (e) purchase money security interests in Equipment and the proceeds thereof (including Capital Capitalized Leases) acquired after the Signing Date and purchase money mortgages on real estate not Real Property acquired after the Signing Date to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; secure Indebtedness permitted under Section 7.3(b) hereof; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees pledges and chargebacks; (g) deposits of cash with or issuances of letters of credit by any Borrower after the owner or lessor of retail store locations leased and operated by Borrower Signing Date in the ordinary course of its business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the business current practices of such Borrower to secure the performance by Borrower of its obligations under the terms as of the lease for such premises; date hereof; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (ig) pledges and deposits of cash, Cash Equivalents or investment securities cash by any Borrower after the Signing Date to secure indebtedness the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower permitted under Section 9.9(gas of the date hereof; (h) hereof; Liens arising from (1) operating leases and the precautionary UCC financing statement filings in respect thereof and (2) equipment or other materials that are not owned by any Borrower, but are located on the premises of such Borrower (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower and the precautionary UCC financing statement filings in respect thereof; (i) the security interests in and Liens upon the Collateral and mortgages and Liens upon the Real Property in favor of the Term Loan Agent to secure the Term Loan Debt, provided, however, that, the security interests in and Liens upon the Collateral in favor of Term Loan Agent are and shall at all times be subject to the terms of the Intercreditor Agreement; (j) judgment Liens and other similar Liens arising in connection with court proceedings that do not constitute an Event of Default, provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such Liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued by Borrowers, (ii) as adequate reserves have been made for the amounts thereof on the books of each of the thirty (30) days immediately preceding the date of such pledge or deposit Borrowers in accordance with GAAP and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) a stay of enforcement of any such pledge or deposit Liens is in effect; (or the right to demand such pledge or depositk) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the any security interests and liens Liens of an Insurance Premium Finance Party on the Insurance Premium Collateral to secure the Indebtedness described in and to the extent permitted in Section 7.3(h) hereof; (l) security interests and Liens granted to the applicable Issuer under any Letter of Credit Documents; (m) those other security interests and Liens (if any) existing on the Signing Date and set forth on Schedule 8.4 7.2 hereof; (n) the Existing Lender Liens, pending full payment of the Existing Lender Loans on the Closing Date; and (o) Liens on any cash collateral provided to the Information CertificateExisting Revolver Agent and the Existing Revolver Lenders in respect of letters of credit issued by any Existing Revolver Lenders that will remain outstanding after the Closing Date.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, assessments and governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes, assessments and governmental charges or levies) arising in the ordinary course of Borrower’s or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, rights-of-way, servitudes, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate arising after the date hereof not to exceed $15,000,000 500,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) the liens or rights and security interests of setoffs or credit balances Seller to secure the indebtedness of Borrower with Credit Card Processors as a result to Seller permitted under Section 9.9(d), which liens and security interests are, in all respects, subject and subordinate in priority to the liens and security interests of fees Lender pursuant to the intercreditor and chargebackssubordination agreement between Lender and Seller; (g) liens on, or rights of setoff against deposits of cash with the owner or lessor of retail store locations premises leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens incurred (other than on assets Collateral) or deposits made by Borrower in the ordinary course of the business of Borrower in connection with worker's compensation, unemployment insurance or other types of social security benefits consistent with the current practices of Borrower as of the date hereof, or to secure indebtedness the performance of bids, tenders, sales, contracts (other than for the repayment of indebtedness), surety, appeal, customs and performance bonds consistent with the current practices of Borrower permitted under Section 9.9(d) below, as of the date hereof; provided, that, such liens or deposits shall be junior not interfere in any material respect with the use of any property or the ordinary conduct of the business of Borrower or impair the value of the assets and subordinate to the liens properties of Collateral Agent on terms and conditions acceptable to Collateral AgentBorrower in any material respect; (i) pledges encumbrances constituting the filing of notice financing statements of a lessor's rights in and deposits to personal property leased to Borrower in the ordinary course of cashthe business of Borrower; (j) non-consensual statutory or common law liens on, Cash Equivalents or investment securities by Borrower to secure indebtedness rights of setoff against, cash of Borrower on deposit with any depositary bank listed on Schedule 6.3 hereto, or any other banks with whom Borrower maintains deposit accounts to the extent permitted under Section 9.9(g) 6.3 hereof, in favor of the banks in possession of such cash (other than the banks at which the Blocked Accounts are maintained as to cash in the Blocked Accounts); provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, such liens shall not in the aggregate exceed $2,500,000, secure any indebtedness and (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability there shall not be less than $4,000,000, (iii) any restrictions on the ability or right of Borrower to withdraw or use any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuingcash; and (jk) the security interests and liens set forth on Schedule 8.4 to the Information Certificatehereto.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, taxes or amounts due to public utilities either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed the Canadian Dollar Amount of $15,000,000 35,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; and (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 hereto (except to the Information Certificateextent that Lender requires the discharge thereof prior to the advance of the initial Loans hereunder).

Encumbrances. Borrower No Obligor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever Lien on any of its assets or properties, including the Collateral, except: except the following (collectively, “Permitted Liens”): (a) the security interests and liens Liens of Collateral Agent for itself and the benefit of Lenders; the Secured Parties and the rights of setoff of Secured Parties provided for herein or under applicable law; (b) liens Liens securing the payment of taxes, taxes which are either (i) not yet overdue due and payable or (ii) the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or by such Subsidiary, as the case may be Obligor and with respect to which adequate reserves have been set aside on its books; ; (c) contractual Liens of carriers or Freight Forwarders on in-transit Inventory for freight charges arising in the ordinary course of any Obligor’s business to the extent such Liens secure obligations which are not overdue by more than thirty (30) days or which, if more than thirty (30) days overdue, do not exceed $5,000,000 in the aggregate or which obligations are being contested in good faith by appropriate proceedings diligently pursued by such Obligor and with respect to which adequate reserves have been set aside in its books; (d) non-consensual statutory liens Liens (other than liens Liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiaryany Obligor’s business to the extent: (i) such liens Liens secure Indebtedness or other obligations which is are not overdue by more than thirty (30) days or which, if more than thirty (30) days overdue, do not exceed $5,000,000 in the aggregate or which obligations are being contested in good faith by appropriate proceedings diligently pursued by such Obligor with respect to which adequate reserves have been set aside in its books; (ii) such liens Liens secure Indebtedness or other obligations relating to claims or liabilities which are fully insured and being defended principally at the sole cost and expense and at the sole risk of the insurer or are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or by such SubsidiaryObligor, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books, or (iii) non-payment of the obligations secured by such Liens would not result in a Material Adverse Effect; (e) deposits of cash by any Obligor to secure the performance of bids, trade contracts (other than for borrowed money), freight and customs duties, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; provided, that, such deposit of cash is the only security for such Obligor’s performance thereunder; (df) pledges and deposits of cash by any Obligor after the date hereof in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits; (g) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property of an Obligor which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower or such Subsidiary any Obligor as presently conducted thereon or materially impair the value of the real property which may be Real Property subject thereto; ; (eh) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens Liens or rights of setoffs or setoff against credit balances of Borrower Obligors maintained with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to any Obligor in accordance with the then current practices of the related Credit Card Issuer or Credit Card Processor or other obligor thereon, but not Liens on or rights of setoff against any other property or assets of Obligors, pursuant to the Credit Card Agreements to secure the obligations of Obligors to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks; ; (gi) deposits bankers’ Liens, rights of cash setoff and other similar Liens existing solely with the owner respect to cash, Cash Equivalents, financial assets or lessor of retail store locations leased and operated investment property on deposit in one or more accounts maintained by Borrower any Obligor, in each case, granted in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms in favor of the lease for bank or banks with which such premises; (h) liens on assets of Borrower accounts are maintained, securing amounts owing to secure indebtedness of Borrower permitted under Section 9.9(d) belowsuch bank or banks with respect to cash management, operating account and investment account arrangements, provided, that, such liens shall be junior Deposit Account Control Agreements are obtained if required in accordance with the terms of this Agreement; (j) Liens in favor of an Obligor to secure the Indebtedness permitted by Sections 9.10(f) and subordinate 9.10(g) hereof, which Liens are subordinated in favor of and assigned to Agent for the benefit of the Secured Parties pursuant to the Financing Agreements; (k) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cashDefault, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof liens is in form and substance satisfactory to Administrative Agent effect, and (iv) as Agent, at its option, may establish a Reserve with respect thereto in accordance with the provisions of the definition of “Reserves” set forth herein; (l) license agreements permitted hereunder (to the extent constituting Liens) including those constituting Permitted Disposition Transactions; and (m) Liens in favor of an Obligor, a Subsidiary of Parent (not an Obligor) or a Person (not a Subsidiary of Parent) on Excluded Property, provided, that, (i) on the date of creation, incurrence or assumption of any such pledge or deposit Lien and immediately after giving effect thereto, no Default or Event of Default shall exist or have has occurred and be is continuing; , (ii) such Lien does not extend to any Collateral, and (jiii) if the security interests and liens set forth on Schedule 8.4 Excluded Property which is the subject of any such Lien is Real Property upon which Collateral is or may be located (excluding any location for which no Collateral Access Agreement is required to be delivered pursuant to the Information Certificateterms of this Agreement), Obligors shall, if requested by Agent, obtain a Collateral Access Agreement from the Person in whose favor such Lien is granted.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary of Borrower to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; the other Secured Parties and the rights of setoff of Secured Parties provided for herein or under applicable law; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiarySubsidiary of Borrower, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiarySubsidiary of Borrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower or such Subsidiary of Borrower as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; secure Indebtedness permitted under Section 9.9(b) hereof; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees pledges and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower after the date hereof in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the business current practices of Borrower to secure the performance by Borrower of its obligations under the terms as of the lease for such premises; date hereof; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (ig) pledges and deposits of cash, Cash Equivalents or investment securities cash by Borrower after the date hereof to secure indebtedness the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of Borrower permitted under Section 9.9(g) as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent; (h) liens arising from (i) operating leases and the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by Borrower located on the premises of Borrower (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of Borrower and the precautionary UCC financing statement filings in respect thereof; (i) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default, provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof liens is in form and substance satisfactory to Administrative Agent effect and (iv) as of the date of such pledge or deposit and after giving effect Agent may establish a Reserve with respect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.;

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s 's or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower Real Property to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower Indebtedness permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g9.9(b) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (jf) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Restricted Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; the Secured Parties and the rights of setoff of Secured Parties provided for herein or under applicable law; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, or such Guarantor or Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s, Guarantor’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leasesassets other than Collateral to secure Indebtedness permitted under Sections 9.9(b), 9.9(c) and purchase money mortgages on real estate not 9.9(d) hereof; (f) pledges and deposits of cash by any Borrower, Guarantor or Subsidiary after the date hereof in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the current practices of such Borrower, Guarantor or Subsidiary as of the date hereof; (g) pledges and deposits of cash by any Borrower, Guarantor or Subsidiary after the date hereof to exceed secure the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower, Guarantor or Subsidiary as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent; (h) pledges and deposits of cash by any Borrower, Guarantor or Subsidiary after the date hereof of up to $15,000,000 12,500,000 in the aggregate at any time outstanding so long as to secure the obligations of such interests and mortgages do not apply Borrower or Guarantor under Hedging Agreements to any property of Borrower other than protect against or manage exposure to fluctuations in commodity prices to the Equipment or real estate so acquired, extent the Indebtedness under such Hedging Agreements are permitted under Section 9.9 hereof; (i) liens arising from (i) operating leases and the indebtedness secured thereby does precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not exceed owned by any Borrower, Guarantor or Subsidiary located on the cost premises of such Borrower, Guarantor or Subsidiary (but not in connection with, or as part of, the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (ffinancing thereof) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower from time to time in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together consistent with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date current practices of such pledge Borrower or deposit Guarantor and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof precautionary UCC financing statement filings in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.respect thereof;

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; ; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s Borrower ‘s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; secure Indebtedness permitted under Section 9.9(b) hereof; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees pledges and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower after the date hereof in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the business current practices of Borrower to secure the performance by Borrower of its obligations under the terms as of the lease for such premises; date hereof; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (ig) pledges and deposits of cash, Cash Equivalents or investment securities cash by Borrower after the date hereof to secure indebtedness the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of Borrower permitted under Section 9.9(g) as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent; (h) liens arising from (i) operating leases and the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by Borrower located on the premises of Borrower (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of Borrower and the precautionary UCC financing statement filings in respect thereof; (i) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default, provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof liens is in form and substance satisfactory to Administrative Agent effect and (iv) as of the date of such pledge or deposit and after giving effect Agent may establish a Reserve with respect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and ; (j) the security interest and mortgages granted to the Senior Subordinated Indenture Trustee, which security interest is junior and subordinated to the security interest of Agent and Lenders pursuant to the Intercreditor Agreement; and (k) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; Lenders and the security interests and liens of Agent for the benefit of itself, any Lender, any Affiliate of any Lender or any other financial institution acceptable to Agent (and in each case as to any such Lender, Affiliate or other financial institution only to the extent approved by Agent) that is party to a Hedge Agreement to the extent provided for herein and subject to the terms hereof; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, or such Guarantor or Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s, Guarantor’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or which is being contested in good faith and by appropriate proceedings, diligently pursued and available to such Borrower, Guarantor or Subsidiary or (ii) such liens secure Indebtedness relating to claims or liabilities which that are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, but in each case under clause (i) and (ii) hereof, (A) prior to the commencement of foreclosure or other similar proceedings and proceedings, (B) with respect to which adequate reserves have been set aside on its books, (C) subject to the right of Agent, at its option, to establish a Reserve in respect thereof (which Reserve shall be terminated upon the payment and satisfaction in full of such Indebtedness and the receipt by Agent of evidence thereof satisfactory to Agent or may be used by Agent to pay such Indebtedness after notice to Borrower Agent in the event of the commencement or threatened commencement (to the extent such threat is imminent as determined in good faith by Agent) of any action by the party to whom such Indebtedness is owed to exercise its remedies with respect thereto or to the extent necessary for Agent to exercise any of its rights or remedies); and (D) as to any such liens (or the Indebtedness secured thereby) that are being contested, the aggregate amount of the Indebtedness secured by all such liens at any time outstanding shall not exceed $1,000,000; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Guarantor or such Subsidiary as presently conducted thereon or or, in the case of Real Property subject to the Mortgages, materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 secure Indebtedness permitted under Section 9.9(b) hereof; (f) pledges and deposits of cash by any Borrower or Guarantor after the date hereof in the aggregate at ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the current practices of such Borrower or Guarantor as of the date hereof; (g) pledges and deposits of cash by any time outstanding so long as such interests and mortgages do not apply Borrower or Guarantor after the date hereof to any property secure the performance of Borrower tenders, bids, leases, trade contracts (other than for the Equipment repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower or real estate so acquiredGuarantor as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent in good faith; (h) liens arising from (i) operating leases and the indebtedness secured thereby does precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not exceed owned by any Borrower or Guarantor located on the cost premises of such Borrower or Guarantor (but not in connection with, or as part of, the Equipment financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower or real estate so acquired, Guarantor and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; precautionary UCC financing statement filings in respect thereof; (fi) liens or rights of setoffs or setoff against credit balances of Borrowers with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to Borrower with in the ordinary course of business, but not liens on or rights of setoff against any other property or assets of Borrowers, pursuant to the Credit Card Agreements (as in effect on the date hereof) to secure the obligations of Borrowers to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks; ; (gj) statutory or common law liens or rights of setoff of depository banks with respect to funds of Borrowers or Guarantors at such banks to secure fees and charges in connection with returned items or the standard fees and charges of such banks in connection with the deposit accounts maintained by Borrowers and Guarantors at such banks (but not any other Indebtedness or obligations); (k) deposits of cash with the owner or lessor of retail store locations premises leased and operated by Borrower Borrowers in the ordinary course of the business of Borrower Borrowers to secure the performance by Borrower Borrowers of its their respective obligations under the terms of the lease for such premises; ; (hl) judgments and other similar liens on assets arising in connection with court proceedings that do not constitute an Event of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) belowDefault, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged such liens are being contested in good faith and by appropriate proceedings diligently pursued and available to such Borrower, Guarantor or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000Subsidiary, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof liens is in form and substance satisfactory to Administrative Agent effect and (iv) as Agent may establish a Reserve with respect thereto (which Reserve shall be terminated simultaneously with the payment and satisfaction in full of the date Indebtedness secured thereby and the receipt by Agent of evidence thereof satisfactory to Agent or may be used by Agent to pay such pledge Indebtedness after notice to Borrower Agent in the event of the commencement or deposit and after giving effect thereto, no Default threatened commencement (to the extent such threat is imminent as determined in good faith by Agent) of any action by the party to whom such Indebtedness is owed to exercise its remedies with respect thereto or Event to the extent necessary for Agent to exercise any of Default shall exist its rights or have occurred and be continuingremedies); and and (jm) the security interests and liens set forth on Schedule 8.4 to the Information Certificate; (n) the security interests and liens of the Noteholder Collateral Agent in the Collateral pursuant to the Black Canyon Security Agreement to secure (i) the Indebtedness of Operating and the Black Canyon Guarantors under the Black Canyon Documents to the extent such Indebtedness is permitted under Section 9.9(r) hereof and (ii) the Indebtedness of Intermediate evidenced by the remaining portion of the 16% Senior Discount Notes on an equal and ratable basis to the extent such Indebtedness is permitted under Section 9.9(q) hereof, which security interests and liens of the Noteholder Collateral Agent are and shall at all times be junior and subordinate to the security interests and liens of Agent pursuant to the Black Canyon Intercreditor Agreement; (o) the security interests and liens of the financial institution or institutions providing the Indebtedness permitted pursuant to Section 9.9(t) hereof on the Intellectual Property and all other Collateral, in each case to secure the Indebtedness of Borrowers and Guarantors permitted under Section 9.9(t) hereof, which security interests and liens of such financial institution or institutions shall at all times be subject to an intercreditor agreement on terms and conditions reasonably acceptable to Agent, including a subordinate and junior lien of such financial institution or institutions as to all Collateral (other than Intellectual Property) and the priority of the security interests and liens of such financial institution or institutions as to the Intellectual Property and the right of Agent to use the Intellectual Property to realize on the Collateral.

Encumbrances. Borrower shall notnot itself, and nor shall not it cause, permit or allow any Subsidiary to, create, assume, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, liendeed of trust, encumbrance, security interest, assignment, lien or charge of any kind or character upon or with respect to any of their real or personal property, including, without limitation, any capital stock owned by Borrower or the Bank whether owned at the date hereof or hereafter acquired, excepting only liens existing on the date hereof as shown on the Borrower Financial Statements; provided, however, that the foregoing shall neither restrict nor operate to prevent: 5.1.3.1 liens arising by statute in connection with worker’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other encumbrance similar charges, good faith cash deposits in connection with tenders, contracts or leases to which Borrower or any Subsidiary is a party or other cash deposits in any such foregoing case that is required to be made in the ordinary course of any nature whatsoever on any business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of its assets the matter under contest and adequate reserves have been established therefor; 5.1.3.2 mechanics’, workmen’s, materialmen’s, landlords’, carriers’ or properties, including other similar liens arising in the Collateral, except: (a) the security interests and liens ordinary course of Collateral Agent for itself and the benefit of Lenders; (b) liens securing the payment of taxes, either business with respect to obligations which are not yet overdue due or the validity of which are being contested in good faith by appropriate proceedings diligently pursued which prevent enforcement of the matter under contest; 5.1.3.3 the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount of liabilities of Borrower and available the Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $10,000,000 at any one time outstanding; 5.1.3.4 liens, charges and encumbrances incidental to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing conduct of the payment business of taxes) arising Bank incurred in the ordinary course of Borrower’s business and not in connection with the borrowing of money, and liens securing Permitted Bank Indebtedness in the ordinary course of business; 5.1.3.5 liens on property of Borrower or any Subsidiary created solely for the purpose of securing Indebtedness permitted by Section 5.1.2.5, representing or incurred to finance, refinance or refund the purchase price of property, provided that no such Subsidiary’s business lien shall extend to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk cover other property of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiarySubsidiary other than the respective property so acquired, in each case prior and the principal amount of Indebtedness secured by any such lien shall at no time exceed the original purchase price of such property; 5.1.3.6 liens to the commencement of foreclosure secure public funds or other pledges of funds required by law to secure deposits; 5.1.3.7 repurchase agreements, reverse repurchase agreements and other similar proceedings transactions entered into by Bank in the ordinary course of its banking or trust business; and 5.1.3.8 utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants properties of a similar character and other restrictions affecting the use of real property which do not interfere in any material respect way affect the marketability of the same or interfere with the use of such real property or ordinary conduct of thereof in the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.Subsidiaries..

Encumbrances. No Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge Lien or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the Liens and security interests and liens in favor of Collateral Agent for itself and the benefit of Lenders; (b) liens Liens securing the payment of taxesTaxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens Liens (other than liens Liens securing the payment of taxesTaxes) arising in the ordinary course of such Borrower’s or such Subsidiary’s 's business to the extent: (i) such liens Liens secure Indebtedness indebtedness which is not overdue or (ii) such liens Liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of such Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate Real Property, in each case entered into from and after the date hereof not to exceed $15,000,000 1,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of such Borrower other than the Equipment or real estate Real Property so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate Real Property so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower Liens securing any Offshore Equipment that has been released by Collateral Agent in connection with Credit Card Processors as a result of fees and chargebacksPermitted Property Transfer, to the extent that such Lien is limited to such released Offshore Equipment only; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens Liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued Equipment purchased in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit Permitted Affiliate Investments and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuingPermitted Supplemental Investments; and (jh) the security interests and liens Liens set forth on Schedule 8.4 to the Information Certificatehereto.

Encumbrances. Borrower Seller shall notconvey to Buyer at Closing valid, marketable and shall not permit any Subsidiary to, create, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising insurable fee interest in the ordinary course Owned Property, subject only to Permitted Encumbrances. EXHIBIT F includes a listing of Borrower’s or such Subsidiary’s business all encumbrances and exceptions to the extent: title either (i) such liens secure Indebtedness which is not overdue known to Seller relating to the Owned Property or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured expected to be included as exceptions in any title policy issued to Buyer. Within fifteen (15) Business Days after the execution of this Agreement, Buyer shall order a title report and being defended at such survey(s) as the sole cost title reporting company may require to issue its policy on each item of Owned Property. Within ten (10) days after receipt of each such report or survey by Buyer, Buyer shall deliver a copy to Seller and, to the extent any exception other than those shown on EXHIBIT F are referenced, Buyer shall notify Seller in writing of all such new exceptions (other than such items as relate to Buyer or are in Buyer's control), to which Buyer objects. With respect to the items listed in EXHIBIT F, such items shall not be considered as Permitted Encumbrances until Buyer has had the opportunity to review and expense and at approve the sole risk content of any recorded easements, covenants, restrictions or agreements covering any portion of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available Real Property, which approval shall not be unreasonably withheld. It is specifically understood that it shall be reasonable for the Buyer to Borrower or object to such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves recorded instruments if it is determined that such instruments have been set aside on violated or if the same prevent the Real Property from being used for its books; (d) zoning restrictionspresent uses, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use that otherwise said exceptions shall be approved. Upon receipt of such real property notice, Seller shall take reasonable action to remove, correct, cure or ordinary conduct satisfy any exception other than a Permitted Encumbrance. Seller shall not be obligated to bring any action or proceeding or otherwise incur any cost to render title deliverable in accordance with this Agreement, except Seller shall be required to cure title objections which can be cured by the payment of liquidated sums and represent existing monetary obligations (such as a judgment against Seller) and shall be required to satisfy any mortgages encumbering the Owned Property. In the event that Seller determines that it is unable to remove, correct, or cure any of the business unacceptable encumbrances upon the exercise of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property reasonable efforts, which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens determination shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the made within thirty (30) days of the receipt of Buyer's objection(s), Seller shall notify Buyer of such in writing, and Buyer shall have the right at its sole option either (i) to terminate this Agreement, or (ii) to accept such encumbrances as Permitted Encumbrances, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within ten (10) days following Buyer's receipt of Seller's written notice. Should Buyer fail to notify Seller within the ten (10) day period provided by the preceding sentence, then the absence of such notice shall be deemed and construed as Buyer's election to accept any such encumbrances, pursuant to this clause numbered (ii) in the second sentence immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificatethis sentence.

Encumbrances. No Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including including, without limitation, the Collateral, except: EXCEPT: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of Lenders; Lender or Congress (Canada); (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) security deposits in the ordinary course of business; (d) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s or such Subsidiary’s 's business to the extent: : (i) such liens secure Indebtedness which is do not overdue affect Accounts or are otherwise not in imminent danger of foreclosure; or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer (subject to applicable deductibles) or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (de) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of such Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; ; (ef) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of such Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; and (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule SCHEDULE 8.4 hereto or replacements therefor that do not extend to any other property or increase the Information Certificateamounts secured.

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including including, without limitation, the Collateral, except: : (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of Lenders; ; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower any Borrower, Guarantor or such Subsidiary, as the case may be be, and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of the business of any Borrower’s , Guarantor or such Subsidiary’s business , as the case may be, to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, as the case may be, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) liens arising from (i) operating leases and the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by a Borrower located on the premises of such Borrower (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of Borrowers and the precautionary UCC financing statement filings in respect thereof; (e) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower any Borrower, Guarantor or such Subsidiary Subsidiary, as the case may be, as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (ef) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property arising after the date hereof to exceed $15,000,000 in the aggregate at secure Indebtedness of any time outstanding Borrower permitted under Section 9.9 hereof so long as such security interests and mortgages do not apply to any property of such Borrower other than the Equipment or real estate Real Property so acquired, and the indebtedness Indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate Real Property so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; ; (g) deposits of cash with the owner or lessor of retail store locations premises leased and operated by any Borrower in the ordinary course of the business of such Borrower to secure the performance by such Borrower of its obligations under the terms of the lease for such premises; and (h) liens and security interests of Term Loan Agent for itself and the benefit of Term Loan Lenders on assets of Borrower the Collateral to secure indebtedness the Indebtedness of Borrower Borrowers to the Term Loan Lenders permitted under Section 9.9 hereof, which liens and security interests are, in all respects, subject and subordinate in priority to the liens and security interests of Agent in the Collateral (other than the Term Loan Priority Collateral and the Term Lender Lease Priority Collateral) pursuant to the Intercreditor Agreement; (i) liens and mortgages of Bank of America National Trust and Savings Association on the Real Property and Fixtures related thereto of Washington located at ▇▇▇▇-▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to secure the Indebtedness of Washington permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and ; (j) the liens and security interests and liens set forth on Schedule 8.4 to the Information Certificatehereto.

Encumbrances. Borrower shall not, and Borrowers shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its their assets or properties, including including, without limitation the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be Borrowers and with respect to which adequate reserves have been set aside on its their books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s Borrowers' business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrowers, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary Borrowers as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 3,000,000 in the aggregate at any time outstanding plus such additional security interests and mortgages (including capital leases) relating to the acquisition or financing of Equipment and/or Real Property to be used for each new store location opened by Borrowers after the date hereof pursuant to Section 9.2 hereof, so long as such security interests and mortgages do not apply to any property of Borrower Borrowers other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment equipment or real estate so acquired, as the case may be; (f) liens and security interests securing other indebtedness and obligations owed to Lender or rights of setoffs its affiliates by Borrowers or credit balances of Borrower with Credit Card Processors as a result of fees and chargebackstheir Subsidiaries; (g) deposits of cash with the owner or lessor of retail store locations leased liens and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens security interests existing on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuinghereof; and (jh) the security interests and liens set forth on Schedule 8.4 to the Information Certificatehereto.

Encumbrances. Each Borrower and each Aftermarket Entity shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; Lenders and Bank Product Providers; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Aftermarket Entity or Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s 's, Aftermarket Entity's or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Aftermarket Entity or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Aftermarket Entity or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate Real Estate not to exceed $15,000,000 2,000,000.00 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower Borrowers or Aftermarket Entities other than the Equipment or real estate Real Estate so acquired, and the indebtedness Indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate Real Estate so acquired, as the case may be; ; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees pledges and chargebacks; (g) deposits of cash with by any Borrower or any Aftermarket Entity after the owner or lessor of retail store locations leased and operated by Borrower date hereof in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the business current practices of such Borrower to secure the performance by Borrower of its obligations under the terms or such Aftermarket Entity as of the lease for such premises; date hereof; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (ig) pledges and deposits of cash, Cash Equivalents cash by any Borrower or investment securities by Borrower any Aftermarket Entity after the date hereof to secure indebtedness the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower permitted under Section 9.9(g) or such Aftermarket Entity as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent; (h) liens arising from (i) operating leases and the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by any Borrower or any Aftermarket Entity located on the premises of such Borrower or such Aftermarket Entity (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower or such Aftermarket Entity and the precautionary UCC financing statement filings in respect thereof; (i) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default, provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof liens is in form and substance satisfactory to Administrative Agent effect and (iv) as of the date of such pledge or deposit and after giving effect Agent may establish a Reserve with respect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and ; (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate; (k) the security interests in and/or liens on cash collateral of Borrowers securing the Indebtedness under the Hedge Agreements permitted under Section 9.9(h) hereof provided that (i) such secured Indebtedness does not exceed $250,000 at any time, (ii) no Events of Default have occurred and are then continuing when such liens are granted, (iii) such security interests and/or liens do not attach to any other Collateral and (iv) availability exists under the Borrowing Base after giving effect to the delivery of such cash collateral by Borrowers as security for such Indebtedness; and (l) the first mortgages securing the Indebtedness permitted under Section 9.9(j) hereof.

Encumbrances. No Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the including, without limitation, any Collateral, except: : (a) the liens and security interests and liens of Collateral Lenders' Agent for itself as agent and for the benefit of Lenders; ; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; books in accordance with GAAP; (c) non-consensual statutory liens (other than liens pursuant to ERISA or environmental laws or securing the payment of taxes) arising in the ordinary course of such Borrower’s or such Subsidiary’s 's business to the extent: : (i) such liens secure Indebtedness indebtedness which is not overdue or for a period of more than thirty (30) days, or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case under clauses (i) and (ii), prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; books in accordance with GAAP; (d) liens on property, other than any Collateral, incurred in the ordinary course of business in respect of Hedging Obligations; (e) liens on property, other than any Collateral, securing surety or appeal bonds, performance bonds, insurance obligations, or other obligations of a like nature incurred in the ordinary course of business; (f) liens on property, other than any Collateral, arising by reason of any judgment, decree or order of any court with respect to which such Borrower is then in good faith prosecuting an appeal or other proceedings for review, the existence of which judgment, order or decree is not an Event of Default under this Agreement; (g) encumbrances on or with respect to real property consisting of zoning restrictions, survey exceptions, utility easements, access licenses, covenants and other rights of way, easements of ingress or egress over real property of a Borrower or restrictions affecting of record on the use of real property which property, minor defects in title to real property, mechanics' liens and vendors' liens on real property, in each case to the extent the same do not interfere in any material respect with the use of such real property or ordinary conduct of the business of such Borrower or such Subsidiary as presently conducted thereon or materially and do not impair the value of any Collateral or the real rights of Lenders' Agent or Lenders therein or thereto; (h) liens upon, or deposits of, property which may be subject thereto; other than any Collateral, made in connection with or to secure the performance of tenders, bids, and government contracts and leases and subleases; (ei) pledges or deposits of property, other than any Collateral, under worker's compensation, unemployment or other social security legislation; (j) purchase money security interests in Equipment of such Borrower (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding estate, so long as such security interests and mortgages do not apply to any property of such Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment such Borrower or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; ; (fk) security interests and liens securing Indebtedness permitted pursuant to Section 9.9(h) hereof or rights securing any extension, renewal or replacement of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with such Indebtedness to the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower extent permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g9.9(k) hereof; provided, that, and (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (jl) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be any Subsidiary and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s 's or such any Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such any Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such any Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; and (e) purchase money security interests in Equipment equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 3,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower or any Subsidiary other than the Equipment equipment or real estate so acquired, and the indebtedness secured thereby is on terms no less favorable than would be obtained in an arms-length transaction and does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.

Encumbrances. Borrower No Loan Party shall, or shall not, and shall not permit any Subsidiary of its Subsidiaries to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral and Foreign Collateral, except: : (a) the security interests and liens of any Collateral Agent Agents for itself and the benefit of Lenders and/or Foreign Lenders; , as the case may be; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be Person and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s Person's business to the extent: (i) such liens secure Indebtedness which is not overdue for a period of more than sixty (60) days or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryPerson, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower or such Subsidiary Person as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; secure Indebtedness permitted under Section 9.9(b) hereof; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees pledges and chargebacks; (g) deposits of cash with by any such Person after the owner or lessor of retail store locations leased and operated by Borrower date hereof in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the business current practices of Borrower to secure the performance by Borrower of its obligations under the terms such Person as of the lease for such premises; date hereof; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (ig) pledges and deposits of cash, Cash Equivalents or investment securities cash by Borrower any such Person after the date hereof to secure indebtedness the performance of Borrower permitted under Section 9.9(g) tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Person as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent in its good faith determination; (h) liens arising from (i) operating leases and the precautionary UCC financing statement filings or their foreign equivalents in respect thereof, (ii) equipment or other materials which are not owned by any such Person located on the premises of such Person (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Person and the precautionary UCC financing statement filings or their foreign equivalents in respect thereof and (iii) subleases or license agreements; (i) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default, provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof liens is in form and substance satisfactory to Administrative Agent effect and (iv) Agent (or the applicable Foreign Lender, as of applicable) may establish a Reserve (or its equivalent under the date of such pledge or deposit and after giving effect Foreign Financing Agreements, as applicable) with respect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and ; (j) the security interests and liens set forth on Schedule 8.4 to the Information CertificateCertificate as well as any exception to title to the Real Properties appearing on Agent's policies of title insurance; (k) pledges of cash or marketable securities of any such Person to secure hedging obligations of such Person made in the ordinary course of business of such Person and to the extent such obligations are permitted under Section 9.9 hereof; (l) liens on the assets of a Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary to the extent such Indebtedness is permitted under Section 9.9 hereof; (m) liens on the assets acquired pursuant to a Permitted Acquisition to secure Indebtedness assumed in connection with such Permitted Acquisitions to the extent such Indebtedness is permitted under Section 9.9 hereof; provided, that, (i) such liens were existing prior to the consummation of the Permitted Acquisition, (ii) such liens were not created in contemplation of or in connection with such Permitted Acquisition and (iii) such liens are not on Receivables or Inventory of any Person; and (n) liens securing Refinancing Indebtedness permitted (and defined) under Section 9.9 hereof, but only covering assets which secured the Indebtedness being refinanced.

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or (upon actual notice thereof) permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; Secured Parties and the rights of setoff of Secured Parties provided for herein under the other Financing Agreements or under applicable law; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings reasonably diligently pursued and available to Borrower such Borrower, or such Guarantor or Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s, Guarantor’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at secure Indebtedness permitted under Section 9.9(b) hereof and any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; Refinancing Indebtedness thereof; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees pledges and chargebacks; (g) deposits of cash with by any Borrower or Guarantor after the owner or lessor of retail store locations leased and operated by Borrower date hereof in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the business current practices of such Borrower or Guarantor as of the date hereof; (g) pledges and deposits of cash by any Borrower or Guarantor after the date hereof to secure the performance by (and reimbursement obligations with respect to letters of credit securing the performance) of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower of its obligations under the terms or Guarantor as of the lease for date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such premises; bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance reasonably satisfactory to the Required Lenders; (h) liens arising from (i) operating leases and the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by any Borrower or Guarantor located on the premises of such Borrower or Guarantor (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower or Guarantor and the precautionary UCC financing statement filings in respect thereof; (i) Intentionally Deleted; (j) the security interests and liens in favor of the Revolving Agent, in and on the assets and properties of Borrower Borrowers and Guarantors to secure indebtedness of Borrower the Indebtedness permitted under Section 9.9(d9.9(e) below, and (g) hereof (and any Refinancing Indebtedness thereof); provided, that, such security interests and liens shall be in favor of the Revolving Agent with respect to the First Priority Term Loan Collateral are junior and subordinate to the security interests and liens on the First Priority Term Loan Collateral granted by Borrowers and Guarantors in favor of Collateral Agent as set forth in the Intercreditor Agreement; (k) liens on terms the Equipment listed on Schedule 9.8(k) attached hereto in favor of the Director of Development of the State of Ohio; (l) leases or subleases of Real Property granted by any Borrower or Guarantor or Subsidiary in the ordinary course of business and conditions acceptable consistent with past practice to Collateral Agent; any Person so long as any such leases or subleases are subordinate in all respects to the security interests and liens granted to Agent and do not interfere in any material respect with the ordinary conduct of the business of such Borrower or Guarantor or materially impair the value or marketability of the Real Property subject thereto; (im) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower liens to secure indebtedness Indebtedness of Borrower Borrowers and Guarantors permitted under Section 9.9(g9.9(i) hereof; hereof to finance their insurance premiums on the insurance policies maintained by Borrowers and Guarantors, provided, that, (i) such liens shall only encumber the aggregate amount so pledged cash surrender value of such insurance and (ii) such liens shall not in any manner affect the ability of Agent to obtain or deposited, together receive payment of proceeds of insurance with respect to any of the amount Collateral; (n) liens in favor of all Letter customs and revenue authorities arising as a matter of Credit Accommodations issued law to secure payment of customs duties in connection with any Hedging Agreementsthe importation of goods; (o) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default, shall not provided, that, (i) such liens are being contested in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit are required by GAAP have been made therefor, and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) a stay of enforcement of any such pledge liens is in effect; (p) pledges and deposits of cash by any Borrower, Guarantor or deposit Subsidiary to secure the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations , surety, stay, customs and appeal bonds, and liability for premiums to insurance carriers, in each case in the ordinary course of business of such Borrower, Guarantor or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) Subsidiary as of the date hereof; (q) statutory and contractual liens of such pledge landlords or deposit and after giving effect thereto, no Default any interest or Event title of Default shall exist a lessor or have occurred and be continuing; and sublessor under any lease of real property not prohibited hereby; (jr) the security interests and liens set forth on Schedule 8.4 8.4; and (s) liens incurred in the ordinary course of business of Borrowers and Guarantors securing liabilities that do not exceed $500,000 in the aggregate; provided, that, as of the date of incurring such liens and after giving effect thereto, no Event of Default shall have occurred and be continuing; and (t) the security interests in and liens upon the VIM Equipment to secure the Indebtedness or other obligations owing by Latrobe or any other Borrower to the Information CertificateUnited States of America arising under the VIM Agreement, as permitted under Section 9.9(r) hereof.

Encumbrances. Borrower The Borrowers and their Subsidiaries shall not, and shall not permit any Subsidiary toeither directly or indirectly, create, incur, assume, incur or suffer or permit to exist any security interest, mortgage, pledge, lien, Lien or charge or other encumbrance of any nature whatsoever on kind or character upon any asset of its assets any Borrower or propertiesSubsidiary, including whether owned at the Collateraldate hereof or hereafter acquired, except: : (a) the security interests and liens of Collateral Agent Liens for itself and the benefit of Lenders; (b) liens securing the payment of taxes, either assessments or other governmental charges or levies not yet overdue delinquent, do not have priority over the Agent’s Liens or the validity of which are being contested in good faith by appropriate proceedings diligently pursued in such a manner as not to make the property forfeitable; (b) judgment Liens that do not constitute an Event of Default under Section 7.7 of the Senior Credit Agreement; (c) Liens set forth on Schedule P-2 to the Senior Credit Agreement, provided that any such lien only secures the Indebtedness that it secures on the Closing Date and available any Refinancing Indebtedness in respect thereof; (d) Liens or charges incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of an advance or credit, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (e) Liens arising out of judgments or awards against any Borrower or such Subsidiary, as the case may Subsidiary with respect to which it shall concurrently therewith be prosecuting a timely appeal or proceeding for review and with respect to which adequate reserves it shall have been set aside on its books; secured a stay of execution pending such appeal or proceedings for review; (cf) non-consensual pledges or deposits to secure obligations under worker’s compensation laws or similar legislation; (g) good faith deposits in connection with contracts or leases to which Borrower is a party; (h) deposits to secure public or statutory liens obligations of any Borrower or Subsidiary; (other than liens securing i) Liens pursuant to the payment Senior Loan Documents in favor of taxesthe Agent and the Senior Lender to secure the Senior Indebtedness. (j) the interests of lessor under operating leases; (k) purchase money Liens or the interests of lessor under Capital Leases to the extent that such Liens or interest secure Permitted Purchase Money Indebtedness and so long as (i) such Lien attaches only to the asset purchased or acquired and the proceeds thereof, and (ii) such Lien only secures the Indebtedness that was incurred to acquire the asset purchased or acquired or any Refinancing Indebtedness in respect thereof; (l) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of Borrower’s or such Subsidiary’s business to and not in connection with the extent: borrowing of money, and which Liens either (i) such liens secure Indebtedness which is are for sums not overdue yet delinquent, or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or in such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary a manner as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 make the property forfeitable; (m) Liens on amounts deposited as security for surety or appeal bonds in the aggregate at any time outstanding so long as connection with obtaining such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower bonds in the ordinary course of business; (n) with respect to any Real Property, easements, rights of way and zoning restrictions that do not materially interfere with or impair the business use or operation thereof; and (o) rights of Borrower to secure the performance by Borrower setoff or bankers’ liens in favor of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents banks or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not other depositary institutions arising in the aggregate exceed $2,500,000, (ii) as ordinary course of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificatebusiness.

Encumbrances. Borrower shall not, and Guarantor shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be Guarantor and with respect to which adequate reserves have been set aside on its books; (c) non-non - consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s Guarantor's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryGuarantor, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary Guarantor as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 250,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower any Guarantor other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 4.4 hereto; and (g) the security interests pursuant to the Information CertificateSecurity Pledge.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including including, without limitation, the Collateral, except: : (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of Lenders; Lender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) security deposits in the ordinary course of business; (d) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s 's business to the extent: : (i) such liens secure Indebtedness indebtedness which is not overdue or overdue, or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer (subject to applicable deductibles) or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (de) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; ; (ef) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate, together with the then aggregate purchase money security interests in equipment and purchase money mortgages on real estate outstanding by CYI, not to exceed Two Hundred Thousand Dollars ($15,000,000 200,000) in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; ; (g) deposits the liens and security interests of cash with NationsCredit on the owner or lessor assets of retail store locations leased and operated by Borrower in consisting of Inventory to secure the ordinary course of the business indebtedness of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower NationsCredit permitted under Section 9.9(d) below9.10 hereof, providedwhich liens and security interests are, thatin all respects, such liens shall be junior subject and subordinate in priority to the liens and security interests of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party Lender pursuant to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and NationsCredit Intercreditor Agreement; and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (jh) the security interests and liens set forth on Schedule 8.4 to the Information Certificatehereto.

Encumbrances. Borrower None of Borrowers or any Obligor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including including, without limitation, the CollateralCollateral or other property which is security for the Obligations, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxestaxes which are not a lien upon the Collateral or other property which is security for the Obligations or are subordinate to the security interest of Lender in the Collateral or other property which is security for the Obligations and as to which non-payment thereof would not result in a material adverse change in the consolidated assets, business or prospects of the Apparel Group and would not impede the ability of any Borrower to perform its obligations hereunder or under any of the other Financing Agreements or Lender to enforce any Obligations or realize upon any Collateral or other property which is collateral for the Obligations, which taxes are either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to any Borrower or such Subsidiary, as the case may be other Obligor and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of any Borrower’s 's or such Subsidiary’s Obligor's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) overdue, such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or and are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such SubsidiaryObligor, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books, non-payment thereof would not result in a material adverse change in the consolidated assets, business or properties of the Apparel Group, or non- payment thereof would not impede the ability of any Borrower or Obligor to perform its obligations hereunder or under any of the other Financing Agreements or Lender to enforce any Obligations or realize upon any Collateral or other property which is collateral for the Obligations; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which or other similar encumbrances which, in the aggregate, are not material in amount and do not interfere in any material respect with the use of such real property or ordinary conduct of the business of any Borrower or such Subsidiary Obligor as presently conducted thereon or materially impair detract from the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of any Borrower or Obligor other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; deposits to secure the performance of bids, trade contracts (f) liens or rights other than for borrowed money), freight and customs duties, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower like nature incurred in the ordinary course of the business business; liens and security interests created by a Retail Store Subsidiary in favor of Borrower C.S.A.C., Inc. to secure advances or financial accommodations made by C.S.A.C., Inc. for purposes of opening and operating Retail Stores operated by such Retail Store Subsidiary and which liens are subordinated in favor of and assigned to Lender pursuant to the performance Financing Agreements; liens arising by Borrower operation of its obligations under the terms law pursuant to Section 107(1) of the lease for such premises; (h) liens on assets of Borrower to federal Comprehensive Environmental Response, Compensation and Liability Act or a similar state law which secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, obligations that, such liens shall be junior individually or in the aggregate, are reasonably expected to involve less than $1,000,000 and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges are not due and deposits payable by virtue of casha written demand for payment, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each if due and payable, are being contested in good faith by appropriate proceedings; liens created by, and/or setoff rights, in favor of the thirty bank at which the Concentration Account is maintained to the extent approved by Lender, other liens upon and security interests in other property granted by any Borrower or any Obligor in favor of any other Person, which property is not included in the Collateral or otherwise securing Obligations, provided that Lender is given twenty (3020) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect theretoprior written notice thereof, no Default or Event of Default shall exist or have occurred condition or event, which, with notice or passage of time or both, would constitute an Event of Default then exists and to the extent such property is owned or used by a Borrower or Obligor, such Person agrees in writing to be continuingbound by (to the extent applicable to such property) the Equipment, Real Property and Intellectual Property License; liens and security interests (jnot otherwise permitted hereunder) which secure obligations not exceeding (as to Borrowers and all Obligors) $10,000,000 in aggregate amount at any time and which are not secured by Accounts, Inventory, Credit Card Receivables or the proceeds thereof of any of Borrowers or similar assets of any of the Obligors or Additional L/C Debtors and as to which there is compliance with the conditions contained in the proviso set forth in clause (k) of this Section 9.8; the security interests and liens set forth on Omnibus Schedule 8.4 to 12 hereto; and liens and security interests arising out of the Information Certificaterefinancing, extension, renewal or refunding of any indebtedness secured by any lien or security interest permitted by any of the foregoing clauses of this Section 9.8, provided, that (i) such indebtedness is not secured by any additional assets, (ii) the maturity or due date(s) of such indebtedness is not shortened, (iii) the amount of such indebtedness secured by any such lien or security interest is not increased and (iv) the holder of such indebtedness complies with the conditions of the applicable clause of this Section 9.8.

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or (upon actual notice thereof) permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; Secured Parties and the rights of setoff of Secured Parties provided for herein under the other Financing Agreements or under applicable law; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings reasonably diligently pursued and available to Borrower such Borrower, or such Guarantor or Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s, Guarantor’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; secure Indebtedness permitted under Section 9.9(b) hereof; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees pledges and chargebacks; (g) deposits of cash with by any Borrower or Guarantor after the owner or lessor of retail store locations leased and operated by Borrower date hereof in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the business current practices of such Borrower to secure the performance by Borrower of its obligations under the terms or Guarantor as of the lease for such premises; date hereof; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (ig) pledges and deposits of cash, Cash Equivalents cash by any Borrower or investment securities by Borrower Guarantor after the date hereof to secure indebtedness the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower permitted under Section 9.9(g) or Guarantor as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance reasonably satisfactory to Agent; (h) liens arising from (i) operating leases and the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by any Borrower or Guarantor located on the premises of such Borrower or Guarantor (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower or Guarantor and the precautionary UCC financing statement filings in respect thereof; (i) the aggregate amount so pledged security interests in and liens upon the Collateral securing the Indebtedness or depositedobligations owing by Borrowers and Guarantors to holders of the Mezzanine Notes arising under the Mezzanine Note Documents, together with as permitted under Section 9.9(g) below, which security interests and liens are junior and subordinate to the amount security interests and liens on the Collateral in favor of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not Agent as set forth in the aggregate exceed $2,500,000Mezzanine Note Intercreditor Agreement, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.Agent;

Encumbrances. No Borrower shall notshall, and shall not nor permit any Subsidiary of its Subsidiaries to, create, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; ; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, as the case may be and with respect be, to which the extent (i) adequate reserves have been set aside on its books; books for such liens in accordance with GAAP, (ii) the aggregate amount of such liens does not at any time exceed $250,000, (iii) such liens are not filed on any public records (except for liens on the Real Property) and (iv) such liens are not and could not become senior to the liens of Agent and the Lenders; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s 's or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) liens in favor of Merchant Payment Processors with respect to Merchant Payment Receivables processed by such Persons; (e) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of such Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (ef) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment secure Indebtedness permitted under Sections 9.9(b) or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f9.9(c) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; hereof; (g) deposits liens of cash with judgment creditors to the owner or lessor extent such liens do not constitute an Event of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; Default; (h) the security interests and liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate securing the JPMC Indebtedness to the extent such security interests and liens are subordinated to those of Collateral Agent on terms and conditions acceptable to Collateral Agent; the Lenders as provided in the JPMC Intercreditor Agreement; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 hereto; (j) to the Information Certificateextent they do not encumber or affect Eligible Merchant Payment Receivables, Eligible Inventory or Real Property Collateral, liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; (k) pledges and deposits made in the ordinary course of business in compliance with worker's compensation, unemployment insurance and other social security laws or regulations; (l) liens that are deemed to be part of ordinary course franchise agreements to which a Borrower, as a franchisor, is a party; (m) deposits of cash with owners/lessors of premises leased by Borrowers in the ordinary course of business; (n) liens granted with respect to the Real Property Collateral to secure Indebtedness permitted under Section 9.9(q) hereof; and (o) lien against the Surrendered Insurance Policies to secure the payment of the amounts MTS owes under the Trust Note.

Encumbrances. Borrower shall not, and Borrowers shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its their assets or properties, including including, without limitation, the Collateral, except: : (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of Lenders; Secured Parties; (b) liens securing the payment of taxes, either not yet overdue delinquent or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be Borrowers and with respect to which adequate reserves have been set aside on its their books; ; (c) security deposits in the ordinary course of business; (d) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s Borrowers’ business to the extent: : (i) such liens secure Indebtedness indebtedness which is not overdue or overdue; or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer (subject to applicable deductibles) or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrowers, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its their books; ; (de) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary Borrowers as presently conducted thereon or materially impair the value of the real property which may be subject thereto; ; (ef) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at estate, and any time outstanding refinancings, modifications, extensions, renewals and replacements thereof, so long as such security interests and mortgages do not apply to any property of Borrower Borrowers other than the Equipment or real estate so acquired, acquired and the indebtedness secured thereby does not exceed the cost of the Equipment any additions or real estate so acquiredaccessions thereto, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; ; (g) deposits to secure the performance of cash with the owner or lessor bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of retail store locations leased and operated by Borrower a like nature, in each case in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premisesbusiness; and (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificatehereto.

Encumbrances. Neither Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of either Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of a Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 hereto; and (g) security interests granted to NCCB in connection with the Information Certificatesales of notes to NCCB on the terms set forth in various agreements with NCCB as in effect on the date of this Agreement, consistent with past practice;.

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge charge, hypothecation or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; Lenders and the security interests, liens and hypothecs of Canadian Lender; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; books in accordance with GAAP; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s 's, Guarantor's or Subsidiary's business (including such Subsidiary’s business liens in favor of landlords, warehouses, mechanics, and customs and revenue authorities in connection with the importing of goods and similar liens) to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured (subject to customary deductibles) and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; books in accordance with GAAP; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property (including Capital Leases) to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; secure Indebtedness permitted under Section 9.9(b) hereof; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees pledges and chargebacks; (g) deposits of cash with the owner by any Borrower or lessor of retail store locations leased and operated by Borrower Guarantor in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the current practices of such Borrower or Guarantor as of the date hereof; (g) pledges and deposits of cash by any Borrower or Guarantor in the ordinary course of business with any financial institution at which a deposit account of such Borrower or Guarantor is maintained to secure obligations of such Borrower or Guarantor to such financial institution in connection with such deposit account and the performance cash management services provided by such financial institution for which such deposit account is used consistent with the current practices of such Borrower or Guarantor as of the date hereof; (h) pledges and deposits of cash or Cash Equivalents by US Borrower after the date hereof with the trustee under the Senior Indenture in connection with any repurchase or redemption by US Borrower of its obligations Senior Notes permitted under Section 9.9(e) hereof, provided, that, (i) such pledges and deposits shall only apply to such cash and Cash Equivalents, (ii) such cash and Cash Equivalents shall not be pledged and deposited with the trustee prior to the time required under the terms of the lease for Senior Indenture as in effect on the date hereof, (iii) such premises; cash and Cash Equivalents shall only be pledged and deposited with the trustee in the amounts required under the terms of the Senior Indenture as in effect on the date hereof and (hiv) liens on assets of Borrower the amounts so pledged shall not exceed the amounts permitted to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, be paid hereunder in connection with such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; repurchase or redemption; (i) pledges and deposits of cash, Cash Equivalents cash by any Borrower or investment securities by Borrower Guarantor to secure indebtedness the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations, and other similar obligations in each case in the ordinary course of business of such Borrower permitted or Guarantor; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall not have any rights in or to, or other interest in (whether contingent or otherwise), any of the Collateral (except that to the extent that such cash is pledged and delivered prior to Agent notifying the applicable depository bank to remit funds in the Blocked Accounts to the Agent Payment Account (or Canadian Lender Payment Account, as the case may be), the cash which is so pledged may be proceeds of other Collateral and proceeds of Loans shall not be deemed Collateral for purposes of this clause (i)); (j) pledges and deposits of cash by any Borrower or Guarantor to secure the obligation of such Borrower or Guarantor under Section 9.9(ga bond issued as required for an appeal, stay or discharge in the course of legal proceedings involving such Borrower or Guarantor; (k) security interests and liens on the property of a person immediately prior to such person becoming a Subsidiary of any Borrower or Guarantor after the date hereof; provided, that, (i) no such security interest was created or assumed in contemplation of such person becoming a Subsidiary, whether as security for the aggregate amount so pledged or deposited, together with the amount payment of all Letter of Credit Accommodations issued any consideration due in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000such transaction or otherwise, (ii) as each such security interest or lien shall only cover the property of each such Subsidiary, and if required by the terms of the thirty (30) days immediately preceding the date of agreements originally creating such pledge security interest or deposit and after giving effect theretolien, Excess Availability shall not be less than $4,000,000property which is an improvement to or is required for specific use in connection with such acquired property, (iii) such pledge security interest or deposit (lien shall not encumber or the right apply to demand such pledge any assets or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent properties constituting Collateral and (iv) as the property subject to such security interest or lien is segregated from, and otherwise capable of being separately identified from, any of the date Collateral and is not included in any report to Agent with respect to the Collateral; (l) liens arising from (i) operating leases and the precautionary UCC and PPSA financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by any Borrower or Guarantor located on the premises of such pledge Borrower or deposit Guarantor (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower or Guarantor and the precautionary UCC or PPSA financing statement filings in respect thereof; (m) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default, provided, that, (i) such liens are being contested in good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor, (iii) a stay of enforcement of any such liens is in effect and (iv) to the extent that the same relates to Eligible Inventory, Eligible Accounts or on and after giving effect US Borrower has requested that the Real Property Availability be included in the calculation of the US Borrowing Base, Eligible Real Property, Agent may establish a Reserve with respect thereto; (n) the security interests and liens to secure Refinancing Indebtedness to the extent permitted under Section 9.9 below; (o) the mortgage and liens upon Real Property of a Borrower or Guarantor arising after the date hereof to secure Indebtedness permitted under Section 9.9(i) hereof in connection with the financing of such Real Property; (p) the security interests and liens of US Borrower pursuant to the Intercompany Loan Agreements; provided, no Default or Event that, (i) such security interests and liens secure only the Intercompany Indebtedness arising pursuant to loans by US Borrower to Guarantors permitted under Section 9.10(h) hereof, (ii) such security interests and liens are and shall be subject and subordinate to the security interests and liens of Default shall exist or have occurred Agent and be continuing; Canadian Lender, and (jiii) such security interests and liens have been validly assigned by US Borrower to Agent as part of the Collateral; and (q) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.

Encumbrances. No Borrower shall notshall, and shall not nor permit any Subsidiary of its Subsidiaries to, create, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the CollateralCollateral or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s 's or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of such Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may besecure Indebtedness permitted under Section 9.9(b) hereof; (f) subordinate security interests and liens in or rights against the assets of setoffs Borrowers or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacksthe Domestic Subsidiaries to secure the Hilco Note; (g) deposits of cash with security interests and liens in or against the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course assets of the business of Borrower Direct Foreign Subsidiaries or MB Quart GmbH, a German GmbH to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower Indebtedness permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g9.9(f) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (jh) the security interests and liens set forth on Schedule 8.4 to the Information Certificatehereto.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, createCreate, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on Encumbrance upon any of its properties or assets or properties(including without limitation, including the Collateral), except: whether now owned or hereafter acquired, except (a) Encumbrances in favor of the security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of Encumbrances for taxes, either assessments or other governmental charges which are not yet overdue past due or the validity of which are being contested by Borrower in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been the Borrower has set aside on its booksbooks adequate reserves therefor and for which the Borrower has made arrangements acceptable to Lender to secure payment thereof, as determined in Lender’s sole and absolute discretion; (c) non-consensual statutory liens Encumbrances disclosed in Schedule 7.2 attached hereto and incorporated herein by reference; (other than liens securing the payment of taxesd) arising deposits or pledges required in the ordinary course of Borrower’s or such Subsidiary’s business to secure obligations under worker’s compensation or social security laws, or with respect to unemployment insurance; (e) mechanic’s, workers’ or materialmen’s Encumbrances arising in the extent: (i) such liens secure Indebtedness which is Borrower’s ordinary course of business with respect to obligations that are not overdue more than thirty (30) days from their respective due dates or (ii) such liens secure Indebtedness relating to claims or liabilities which that are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to for which Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been has set aside on its booksbooks adequate reserves therefor and for which the Borrower has made arrangements acceptable to Lender to secure payment thereof, as determined in Lender’s sole and absolute discretion; and (df) zoning restrictions, easements, licenses, covenants and other restrictions affecting Encumbrances placed upon fixed assets hereafter acquired to secure a portion of the use of real property which do not interfere in any material respect with the use purchase price thereof; provided that (1) Borrower’s purchase of such real property fixed assets shall be in Borrower’s ordinary course of business, (2) such Encumbrances shall not extend to or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to encumber any property of the Borrower other than the Equipment or real estate property being so acquired, purchased and (3) the indebtedness secured thereby does not exceed the cost aggregate amount of the Equipment or real estate so acquired, and the indebtedness Debt secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors by such Encumbrances incurred as a result of fees and chargebacks; (gsuch purchases shall not at any time exceed the amount provided for in Section 7.1(c) deposits of cash with this Agreement. Notwithstanding anything in this Section 7.2 to the owner or lessor contrary, the total amount of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted Encumbrances under Section 9.9(d7.2(c) below, provided, that, such liens shall be junior and subordinate to plus the liens total amount of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted Encumbrances under Section 9.9(g) hereof; provided, that, 7.2 (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or depositf) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower not, at any time, exceed Seven Hundred Fifty Thousand and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and 00/100 Dollars (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate$750,000.00).

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, hypothec, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; the other Secured Parties; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, or such Guarantor or Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s, Guarantor’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or obligations under applicable Canadian law which are not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictionsrestrictions (including, without limitation, airport zoning regulations relating to the Real Property of H&H Canada in Rexdale, Ontario), easements (including unregistered easements), licenses, agreements with municipalities, covenants and other restrictions affecting the use of real property Real Property (including, in the case of the Real Property of H&H Canada located in Rexdale, Ontario, (i) any rights of expropriation, access of use, or other rights conferred by any statute of Canada or the Province of Ontario and (ii) the reservations contained in the original grant from Canada) which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property (or, in the case of leasehold interests, the value of such Borrower’s, Guarantor’s or such Subsidiary’s interest in the Real Property) which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding secure Indebtedness permitted under Section 9.9(b) hereof; so long as (i) such interests and mortgages do not apply security interest or mortgage attaches only to any property of Borrower other than the Equipment or real estate so acquiredReal Property purchased or acquired and the proceeds thereof, and (ii) such security interest or mortgage only secures the indebtedness secured thereby does not exceed the cost of Indebtedness that was incurred to acquire the Equipment or real estate so Real Property purchased or acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; ; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees pledges and chargebacks; (g) deposits of cash with by any Borrower or Guarantor after the owner or lessor of retail store locations leased and operated by Borrower date hereof in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the business current practices of such Borrower or Guarantor as of the date hereof; (g) pledges and deposits of cash by any Borrower or Guarantor after the date hereof to secure the performance by of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower of its obligations under the terms or Guarantor as of the lease for date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such premises; bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent; (h) liens arising from (i) operating leases and the precautionary UCC or PPSA, as applicable, financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by any Borrower or Guarantor located on assets the premises of such Borrower or Guarantor (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower or Guarantor and the precautionary UCC or PPSA, as applicable, financing statement filings in respect thereof; (i) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default, provided, that, (i) such liens are being contested in good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor, (iii) a stay of enforcement of any such liens is in effect and (iv) Agent may establish a Reserve with respect thereto; (j) the security interests in and liens upon the Collateral in favor of Term B Loan Agent to secure indebtedness of Borrower permitted under Section 9.9(d) belowthe Term B Loan Debt, provided, that, such security interests in and liens are and shall at all times be junior subject and subordinate to the security interests and liens therein of Agent pursuant to the terms of the Term B Loan Intercreditor Agreement; (k) the security interests in and liens upon the Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits in favor of cash, Cash Equivalents or investment securities by Borrower Subordinated Note Trustee to secure indebtedness the Subordinated Noteholder Indebtedness, provided, that, such security interests in and liens are and shall at all times be subject and subordinate to the security interests and liens therein of Borrower Agent pursuant to the terms of the Subordinated Noteholder Intercreditor Agreement; (l) the security interests in and liens upon the Collateral in favor of WHX to secure the Indebtedness of Borrowers and Guarantors to WHX permitted under Section 9.9(g9.9(k) hereof, provided, that, such security interests in and liens are and shall at all times be subject and subordinate to the security interests and liens therein of Agent pursuant to the terms of the WHX Intercreditor Agreement; (m) the security interests in liens upon the Collateral in favor of the holder of any Refinancing Indebtedness (or the agent or trustee on behalf of the holder or holders of the Refinancing Indebtedness) to secure such Refinancing Indebtedness; provided, that, the security interests and liens upon the Collateral in favor of such Person are and shall at all times be subject and subordinate to the security interests and liens therein of Agent pursuant to the terms of an intercreditor agreement in form and substance satisfactory to Agent; (n) the security interests in and liens upon Precious Metals Inventory owned by the Precious Metals Consignor and consigned by the Precious Metals Consignor to Handy, to secure the Indebtedness permitted under Section 9.9(j) hereof; provided, that, such security interests and liens are subject to the terms of the Precious Metals Creditor Agreement; (o) liens of a single commodities intermediary securing Indebtedness of Handy permitted under Section 9.9(l) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with such liens do not at any Hedging Agreements, shall not time encumber any assets other than assets held in the aggregate exceed $2,500,000, commodities account established in accordance with Section 9.9(l) hereof and (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof received, in form and substance reasonably satisfactory to Administrative Agent Agent, an Investment Property Control Agreement with respect to such commodities account, duly authorized, executed and delivered by Handy and such commodities intermediary; (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (jp) the security interests and liens in favor of OMG Mortgage Lender on the Real Property, fixtures and related assets of OMG located at 95-97 and 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Agawam, Massachusetts securing the Indebtedness permitted under Section 9.9(m) hereof; (q) the security interests and liens in favor of any lender to any Subsidiary of Parent organized outside of the United States, Canada and Mexico on the assets and properties of such Subsidiary (other than any Capital Stock of a Borrower or Guarantor) securing the Indebtedness permitted under Section 9.9(n) hereof; and (r) the security interests and liens not otherwise expressly permitted under this Section 9.8 and set forth on Schedule 8.4 to the Information Certificate.;

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, authorize the filing of or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any a similar nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; ; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, or such Guarantor or Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxesdescribed in clause (b) above) arising in the ordinary course of such Borrower’s 's, Guarantor's or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness obligations which is are not overdue or (ii) such liens secure Indebtedness obligations relating to claims or liabilities which are fully insured (subject to deductibles) and being being, or can reasonably be expected to be, defended at the sole cost and expense and at the sole risk of the insurer in accordance with the applicable policy or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or for the benefit of such Borrower, Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use and occupancy of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment and in imbedded software in such Equipment and all attachments, accessions and other property affixed to such Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment secure Indebtedness permitted under Section 9.9(b) or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; otherwise permitted under this Agreement; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees pledges and chargebacks; (g) deposits of cash with by any Borrower or Guarantor after the owner or lessor of retail store locations leased and operated by Borrower date hereof in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the business current practices of such Borrower or Guarantor as of the date hereof; (g) liens, pledges and deposits of cash in escrow accounts or otherwise by any Borrower or Guarantor after the date hereof to secure the performance by of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower of its obligations under the terms or Guarantor as of the lease for date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, if such premises; obligations exceed $250,000, the issuer of such bond shall have waived or subordinated in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; arising from (i) pledges operating leases and deposits the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by any Borrower or Guarantor located on the premises of cashsuch Borrower or Guarantor (but not in connection with, Cash Equivalents or investment securities by Borrower as part of, the financing thereof) from time to secure indebtedness time in the ordinary course of Borrower permitted under Section 9.9(gbusiness and the precautionary UCC financing statement filings in respect thereof; (i) hereof; judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default, provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof liens is in form and substance satisfactory to Administrative Agent effect and (iv) as of the date of such pledge or deposit and after giving effect Agent may establish a Reserve with respect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and ; (j) the security interests and liens set forth on Schedule 8.4 to the Information CertificateCertificate and any modifications, replacements, renewals or extensions thereof to the extent permitted by this Agreement; (k) the security interests and liens of Working Capital Agent for itself and the benefit of Working Capital Lenders, subject to the terms and conditions of the Term Loan Intercreditor Agreement; (l) the security interests and liens of the New Notes Trustee, subject to the terms and conditions of the New Notes Intercreditor Agreement; (m) the security interests and liens granted by Borrowers' and Guarantors' foreign Subsidiaries to secure the Indebtedness incurred by such foreign Subsidiaries permitted pursuant to Section 9.9(g); (n) licenses and operating leases and subleases granted to others in the ordinary course of business of Borrowers and permitted pursuant to Section 9.7 hereof; and (o) Liens in favor of a banking institution arising by operation of law encumbering deposits (including a right of set-off) held by such banking institutions incurred in the ordinary course and within the general parameters customary for the banking industry; (p) Liens existing on property at the time of its acquisition or existing on the property of any Person that becomes a Subsidiary after the date hereof (other than Liens on the Capital Stock of any Person that becomes a Subsidiary); provided, that (i) such liens were not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such liens do not extend to or cover any other assets or property (other than the proceeds or products thereof), and (iii) the Indebtedness secured thereby is otherwise permitted hereunder; (q) Liens (not otherwise permitted hereunder) secure obligations not exceeding (as to Borrowers and all of their Subsidiaries) $5,000,000 in aggregate amount at any time outstanding and that are subordinate to the liens and security interests granted to Agent and Lenders pursuant to this Agreement and the other Financing Agreements pursuant to a subordination agreement executed by each holder of such liens, in form and substance reasonably satisfactory to Agent.

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge charge, hypothec or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: EXCEPT: (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; ; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, or such Guarantor or Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s 's, Guarantor's or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; secure Indebtedness permitted under Section 9.9(b) hereof; (f) pledges and deposits of cash by any Borrower or Guarantor after the date hereof in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the current practices of such Borrower or Guarantor as of the date hereof; (g) pledges and deposits of cash by any Borrower or Guarantor after the date hereof to secure the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower or Guarantor as of the date hereof; PROVIDED, THAT, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent; (h) liens arising from (i) operating leases and the precautionary UCC and PPSA financing statement filings in respect thereof and (ii) equipment or rights other materials which are not owned by any Borrower or Guarantor located on the premises of setoffs such Borrower or Guarantor (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower or Guarantor and the precautionary Uniform Commercial Code and PPSA financing statement filings in respect thereof; (i) setoff or credit balances of any Borrower or Canadian Direct with Credit Card Processors Issuers, but not liens on or rights of setoff against any other property or assets of such Borrower or Canadian Direct, pursuant to the Credit Card Agreements (as in effect on the date hereof) to secure the obligations of such Borrowers or Canadian Direct to the Credit Card Issuers as a result of fees and chargebacks; ; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (hj) liens on the assets of Borrower to secure indebtedness the Krane Group, PROVIDED, THAT, the holders of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior have entere▇ ▇▇▇o the Krane Intercreditor Agreement; (k) judgments and subordinate to the o▇▇▇▇ similar liens arising in connection with court proceedings that do not constitute an Event of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cashDefault, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; providedPROVIDED, thatTHAT, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof liens is in form and substance satisfactory to Administrative Agent effect and (iv) as of the date of such pledge or deposit and after giving effect Agent may establish a Reserve with respect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and and (jl) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; ; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, or such Guarantor or Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s 's, Guarantor's or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; secure Indebtedness permitted under Section 9.9(b) hereof; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees pledges and chargebacks; (g) deposits of cash with by any Borrower or Guarantor after the owner or lessor of retail store locations leased and operated by Borrower date hereof in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the business current practices of such Borrower or Guarantor as of the date hereof; (g) pledges and deposits of cash by any Borrower or Guarantor after the date hereof to secure the performance by of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower of its obligations under the terms or Guarantor as of the lease for date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such premises; bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent; (h) liens arising from (i) operating leases and the precautionary UCC financing statement filings (or similar filings in any foreign jurisdiction) in respect thereof and (ii) equipment or other materials which are not owned by any Borrower or Guarantor located on assets the premises of such Borrower or Guarantor (but not in connection with, or as part of, the financing thereof) from time to secure indebtedness time in the ordinary course of business and consistent with current practices of such Borrower permitted under Section 9.9(dor Guarantor and the precautionary UCC financing statement filings (or similar filings in any foreign jurisdiction) belowin respect thereof; (i) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges such liens are being contested in good faith and deposits by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor, (iii) a stay of cashenforcement of any such liens is in effect and (iv) Agent may establish a Reserve with respect thereto; (j) purchase money security interests of a Letter of Credit Issuer under the Letter of Credit Facility of such Letter of Credit Issuer with a Borrower in the Letter of Credit Issuer Priority Collateral Inventory purchased with the proceeds of a letter of credit issued pursuant to such Letter of Credit Facility, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereofthe documents pertaining thereto and any insurance proceeds relating thereto; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all security interest in any such Letter of Credit Accommodations issued in connection with any Hedging Agreements, Issuer Priority Collateral shall not in at all times only secure the aggregate exceed $2,500,000reimbursement obligations of the Borrower for the letter of credit used to purchase the specific Inventory constituting such Letter of Credit Issuer Priority Collateral, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof a Letter of Credit Intercreditor Agreement from such Letter of Credit Issuer, in form and substance satisfactory to Administrative Agent Agent, duly authorized, executed and delivered by such Letter of Credit Issuer, Borrowers and Guarantors and (iviii) in no event shall any Letter of Credit Issuer Priority Collateral be included in any report of Inventory provided by any Borrower or Guarantor to Agent as Eligible Inventory and shall in all cases be separately identified in any report of Inventory provided to Agent; (k) the security interests and liens of each existing Letter of Credit Issuer pursuant to the terms of the Letter of Credit Facility Agreements of Borrowers with each of such Letter of Credit Issuers, as each is in effect on the date hereof, on the assets of Borrowers (other than Letter of Credit Issuer Priority Collateral) consisting of accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, instruments, inventory, investment property and letter-of-credit rights of Borrowers to secure the Indebtedness of Borrowers to such Letter of Credit Issuer permitted under Section 9.9 hereof, provided, that, (i) such security interests and liens as to all existing and hereafter acquired or arising assets and properties of Borrowers (except to the extent of the purchase money security interests of such Letter of Credit Issuer permitted under clause (j) above) are and shall at all times be subject and subordinate to the security interests and liens of Agent pursuant to the terms of the Letter of Credit Intercreditor Agreement of Agent with such Letter of Credit Issuer and (ii) the Letter of Credit Intercreditor Agreement of Agent with each such Letter of Credit Issuer shall at all times be in full force and effect and each Letter of Credit Issuer shall at all times be in compliance with the terms thereof; (l) the security interests and liens of the Senior Note Trustee in the Senior Note Priority Collateral as of the date hereof to secure the Indebtedness of Parent evidenced by the Senior Notes and Senior Note Guarantors under the Senior Note Indenture as to such pledge Indebtedness permitted hereunder, together with the security interests and liens of the Senior Note Trustee arising after the date hereof in trademarks of Borrowers and Guarantors or deposit license agreements or other intangible assets of Borrowers and Guarantors of the same type or category as the Senior Note Priority Collateral to secure such Indebtedness, provided, that, as to any such security interests and liens arising after giving the date hereof: (i) such Borrower or Guarantor shall be required to grant such security interests or liens under the terms of the Pledge and Security Agreement, dated as of March 22, 2002, by Parent and Senior Note Guarantors in favor of the Senior Note Trustee (as in effect as of the date hereof), (ii) such security interests and liens shall be subject and subordinate in priority to the security interests and liens of Agent in any such trademarks or other intangible assets pursuant to the terms of an intercreditor agreement between Senior Note Trustee and Agent in form and substance satisfactory to Agent, as duly executed, authorized and delivered by Senior Note Trustee and acknowledged and agreed to by Borrowers and Guarantors, (iii) Agent shall have received prior written notice of the intention of Parent or Senior Note Guarantors to grant such security interests or liens and true, correct and complete copies of all agreements, documents and instruments related thereto, no Default together with such other information with respect thereto as Agent may request; (m) the security interests and liens of Agent for the benefit of the bank or Event other financial institution that is party to the Interest Rate Protection Agreements to the extent provided for herein and subject to the terms hereof; (n) the security interests and liens of Default a Factor in the Factor Priority Collateral to secure the Indebtedness of Borrowers to such Factor permitted under Section 9.9(k) hereof; provided, that, such security interests and liens of the Factors shall exist or have occurred be subject to the terms and be continuing; conditions of the Factor Assignment Agreements; (o) the security interests in and liens and mortgages upon the Real Property of PE Real Estate located in Seneca, South Carolina arising after the date hereof to secure the Indebtedness of PE Real Estate permitted under Section 9.9(l) hereof; (jp) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.

Encumbrances. Neither Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including including, without limitation, the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to a Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of a Borrower’s or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiarya Borrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of either Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.;

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; the Secured Parties; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, or such Guarantor or Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s 's, Guarantor's or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower such Borrower, Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 secure Indebtedness permitted under Section 9.9(b) hereof; (f) pledges and deposits of cash by any Borrower or Guarantor after the date hereof in the aggregate at ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the current practices of such Borrower or Guarantor as of the date hereof; (g) pledges and deposits of cash by any time outstanding so long as such interests and mortgages do not apply Borrower or Guarantor after the date hereof to any property secure the performance of Borrower tenders, bids, leases, trade contracts (other than for the Equipment repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of such Borrower or real estate so acquiredGuarantor as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent; (h) liens arising from (i) operating leases and the indebtedness secured thereby does precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not exceed owned by any Borrower or Guarantor located on the cost premises of such Borrower or Guarantor (but not in connection with, or as part of, the Equipment financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower or real estate so acquired, Guarantor and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; precautionary UCC financing statement filings in respect thereof; (fi) liens or rights of setoffs or setoff against credit balances of Borrowers with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to Borrower with in the ordinary course of business, but not liens on or rights of setoff against any other property or assets of Borrowers, pursuant to the Credit Card Agreements (as in effect on the date hereof) to secure the obligations of Borrowers to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks; ; (gj) deposits statutory or common law liens or rights of cash setoff of depository banks with respect to funds of Borrowers or Guarantors at such banks to secure fees and charges in connection with returned items or the standard fees and charges of such banks in connection with the owner deposit accounts maintained by Borrowers and Guarantors at such banks (but not any other Indebtedness or lessor obligations); (k) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) belowDefault, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued such liens are being contested in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000are required by GAAP have been made therefor, (iii) a stay of enforcement of any such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof liens is in form and substance satisfactory to Administrative Agent effect and (iv) as of the date of such pledge or deposit and after giving effect Agent may establish a Reserve with respect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and ; (jl) the security interests and liens set forth on Schedule 8.4 to the Information CertificateCertificate which are not permitted by the other provisions of Section 9.8 above; (m) non-consensual security interests and liens which are not permitted by the other provisions of Section 9.8 above to secure Indebtedness and other liabilities in an amount not to exceed $100,000 in the aggregate; (n) the security interests in and liens upon the Collateral (other than the Real Property Leasehold Interests) in favor of the Working Capital Agent to secure the Working Capital Debt to the extent permitted hereunder, provided, that such security interests and liens in favor of the Working Capital Agent are and shall at all times be subject to the terms of the Intercreditor Agreement; and (o) the security interests in and liens upon the Collateral (other than the Real Property Leashold Interests) to secure the Refinancing Indebtedness subject to Section 9.9(i) of this Agreement.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: : (ai) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; , (ii) the security interests and liens of Sellers on the Capital Stock of MJS pledged by Borrower securing Borrower's obligations under that certain Guaranty, dated as of the Agreement Date in favor of Sellers, so long as such security interest and liens are subject to the Subordination Agreement, and (iii) the security interests and liens of the Subsidiary Agent to the extent such security interests and liens secure Borrower's guaranty of Indebtedness under the Subsidiary Loan Agreement and are subject to the Intercreditor Agreement; (b) liens securing the payment of taxes, assessments or other government charges or levies, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s 's or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; secure Indebtedness permitted under Section 9.9(b) hereof; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees specified in any title insurance policy delivered to and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated accepted by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, Mortgage; and (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (jg) the security interests and liens set forth on Schedule 8.4 to the Information Certificatehereto.

Encumbrances. Borrower shall not, and Borrowers shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be Borrowers and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s Borrowers' business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrowers, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary Borrowers as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 100,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower Borrowers other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; and (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificatehereto.

Encumbrances. Borrower Neither of Borrowers shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including including, without limitation, the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are either (A) fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or (B) being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case under this clause (ii) prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its booksbooks in accordance with GAAP; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of such Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) of Borrowers and purchase money mortgages on real estate Real Property of Borrowers securing indebtedness in a principal amount not to exceed $15,000,000 10,000,000 in the aggregate at any time outstanding so long as for all such purchase money security interests in Equipment (including capital leases) and purchase money mortgages on Real Property, and, in any case, provided that (i) such security interests in Equipment (including capital leases) and mortgages do not apply to (A) any property of Borrower Borrowers other than the Equipment or real estate Real Property so acquired or (B) any fixtures, attachments, accessions or additions to any of the Real Property or Equipment of Borrowers owned or leased by Borrowers on the date hereof or hereafter acquired, other than any such after acquired Equipment secured by a purchase money security interest (including capital leases) or purchase money mortgage permitted hereunder, and (ii) the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate Real Property so acquired, as the case may be; (f) liens incurred upon any property of Borrowers other than Collateral or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of in cash with the owner or lessor of retail store locations leased and operated by Borrower made in the ordinary course of business that are required or imposed by Federal or State law in connection with workers' compensation, unemployment insurance and other types of social security; (g) liens incurred upon any property of Borrowers other than Collateral or deposits in cash made in the ordinary course of business of Borrower to secure the performance by Borrower of its obligations tenders, statutory obligations, surety and appeal bonds, bids, leases (permitted under the terms and conditions of this Agreement), government contracts, and performance and return-of-money bonds so long as the lease for obligations secured thereby are not past due or otherwise in default at any time such premisesliens are incurred; (h) judgment and attachment liens on assets that have not given rise and do not thereafter give rise to an Event of Borrower Default and, in any case, provided that (x) the execution or other enforcement of such judgment and attachment liens is effectively stayed, (y) the claims secured thereby are being actively contested in good faith and by appropriate proceedings and Availability Reserves sufficient to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior cover the amount thereof plus interest and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities costs thereon have been established by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereofLender if so required by Lender; provided, that, nothing contained in this clause (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposith) shall be required by the other party permit either Borrower to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge incur any lien arising under ERISA or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuingany Environmental Law; and (ji) the security interests and liens set forth on Schedule 8.4 to the Information Certificate9.4 hereto.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including including, without limitation, the Collateral, except: : (a) the security interests and liens of Collateral Agent Agent, for itself and the ratable benefit of Lenders; ; (b) liens securing the payment of taxes, either taxes not yet overdue payable or liens for taxes not in excess of $250,000, the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; ; (c) non-consensual statutory liens (other than liens securing the payment of taxestaxes or imposed under ERISA or any Environmental Laws) arising in the ordinary course of Borrower’s or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; ; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 5,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; ; (f) prior to the Redemption Date, the security interests and liens or rights in favor of setoffs or credit balances the Existing Senior Note Trustee on the Existing Senior Note Collateral to secure the indebtedness permitted under Section 10.9(d) below, provided, that, as of Borrower with Credit Card Processors as the Redemption Date such security interests and liens shall be released and terminated in a result of fees and chargebacks; manner satisfactory to Lender; (g) liens incurred or deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower made in the ordinary course of the business of Borrower to secure the performance by extent required in connection with workers' compensation, unemployment insurance, social security and other similar laws consistent with the past practices of Borrower of its obligations under prior to the terms of the lease for such premises; date hereof; (h) liens on assets to secure the performance of tenders, contracts (other than contracts for the payment of money) or leases, or surety and appeal bonds in each case incurred in the ordinary course of business consistent with the past practices of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate prior to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agentdate hereof; and (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate9.4 hereto.

Encumbrances. Borrower shall not, and Borrowers shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, exceptEXCEPT: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersLender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be Borrowers and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s Borrowers' business to the extent: (i) such liens secure Indebtedness indebtedness which is not overdue or (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrowers, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary Borrowers as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 250,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower Borrowers other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; and (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificatehereto.

Encumbrances. The Borrower shall not, and shall not permit any Subsidiary of the Borrower to, create, incur, assume, assume or suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: : (ai) the security interests and liens of Collateral the Agent for itself and the benefit of the Lenders; ; (bii) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to the Borrower or such Subsidiaryany Subsidiary of the Borrower, as the case may be be, and with respect to which adequate reserves have been set aside on its books; ; (ciii) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s the Borrower 's or such Subsidiary’s 's business to the extent: (iA) such liens secure Indebtedness which is not overdue or does not exceed $250,000 at any one time outstanding, or (iiB) such liens secure Indebtedness or other obligations relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to the Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; ; (div) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of the Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; ; (ev) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property to exceed $15,000,000 in the aggregate at any time outstanding so long as such secure Indebtedness permitted under Section 6.02(d)(ii); (vi) liens and security interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and Lender to secure the indebtedness secured thereby does not exceed the cost of Indebtedness arising in connection with the Equipment or real estate so acquired, as Financing to the case may be; extent permitted by Section 6.02(d)(vi) (fincluding precautionary UCC financing statements in connection therewith); (vii) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees pledges and chargebacks; (g) deposits of cash with after the owner or lessor of retail store locations leased and operated by Borrower date hereof in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the business current practices of the Borrower as of the date hereof; (viii) pledges and deposits of cash after the date hereof to secure the performance by Borrower of its tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations under and other similar obligations in each case in the terms ordinary course of business consistent with the current practices of the lease for such premises; Borrower as of the date hereof; (hix) liens arising from (A) operating leases and the precautionary UCC financing statement filings in respect thereof, and (B) equipment or other materials which are not owned by the Borrower or a Subsidiary of the Borrower but are located on assets the premises of the Borrower or a Subsidiary of the Borrower (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of the Borrower and the precautionary UCC financing statement filings thereof; (x) the security interests in and mortgages and liens upon the Mortgage Note Collateral and the Shared Collateral in favor of Mortgage Note Trustee to secure indebtedness of Borrower the Mortgage Note Debt to the extent permitted under Section 9.9(d) below, hereunder; provided, that, such security interests in and mortgages and liens upon Mortgage Note Trustee are and shall be junior at all times extend to and subordinate include the Mortgage Note Collateral and the Shared Collateral (and not any of the Collateral) as set forth in the Mortgage Note Intercreditor Agreement; (xi) the security interests in and mortgages and liens upon the Collateral and the Shared Collateral of the Revolving Loan Agent to secure the Revolving Loan Debt to the extent permitted hereunder; provided, that, such security interests in and mortgages and liens upon the Collateral and Shared Collateral of Revolving Loan Agent are and shall at all times be subject to the terms of the Mortgage Note Intercreditor Agreement and the Collateral Agency Agreement; (xii) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default; provided, that, (A) such liens are being contested in good faith and by appropriate proceedings diligently pursued, (B) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor, and (C) a stay of enforcement of any such liens is in effect; (xiii) leases or subleases of equipment, real property or other property (not including Collateral) granted to other Persons in the ordinary course of business by the Borrower or a Subsidiary of the Borrower so long as (A) the Agent shall have received not less than ten (10) Business Days' prior written notice of such lease or sublease, and such other information with respect thereto as the Agent may reasonably request, and (B) the Agent shall have received, in form and substance satisfactory to the Agent, a Collateral Access Agreement: (xiv) security interests, liens and mortgages existing on terms and conditions acceptable property or assets (other than Collateral) acquired pursuant to Collateral Agent; an acquisition permitted by Section 6.02(e) or on property or assets (iother than any Collateral) pledges and deposits of casha Person in existence at the time such Person becomes a Subsidiary of the Borrower pursuant to an acquisition permitted by Section 6.02(e), Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged any Indebtedness that is secured by any such security interests or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000liens is otherwise permitted by Section 6.02(d), (ii) as of each such security interests and liens are not incurred in connection with. or in contemplation of, any such acquisition, and do not attach to any Collateral or any asset of the thirty Borrower or any of its Subsidiaries, other than the property or assets (30or the property or assets of the Person) days immediately preceding the date of such pledge or deposit and being so acquired (but in any event not any Collateral) after giving effect theretoto such acquisition, Excess Availability shall not be less than $4,000,000, and (iii) such pledge or deposit (or the right Borrower shall have used its reasonable best efforts to demand such pledge or deposit) shall cause to be required by the other party delivered to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof Agent, in form and substance satisfactory to Administrative Agent the Agent, a Collateral Access Agreement, duly authorized, executed and delivered by the holder of any such security interest or lien; and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (jxv) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, assume or suffer or permit ------------ to exist any security interest, mortgage, pledge, lienLien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: Properties and Principal Agreements, except the following permitted encumbrances (a) the "Permitted ------ Encumbrances"): 2.32.1 Liens and security interests and liens of Collateral Agent for itself and the benefit of Lenders; (b) liens Secured Party; 2.32.2 Liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) ; 2.32.3 non-consensual statutory liens Liens (other than liens Liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s 's business to the extent: (i) extent such liens Liens secure Indebtedness indebtedness which is not overdue or (ii) such liens Liens secure Indebtedness indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such SubsidiaryBorrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) ; 2.32.4 zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property Real Property which do not interfere in any material respect with the use of such real property Real Property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property Real Property which may be subject thereto; (e) ; 2.32.5 purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed Ten Thousand Dollars ($15,000,000 10,000) in the aggregate in any year and in no event in excess of a maximum of Twenty Five Thousand Dollars ($25,000) in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens ; 2.32.6 Liens or rights of setoffs setoff or credit balances of Borrower with Credit Card Processors Issuers, but not Liens on or rights of setoff against any other property or assets of Borrower pursuant to the Credit Card Agreements (as in effect on the date hereof) to secure the obligations of Borrower to the Credit Card Issuers as a result of fees and chargebacks; (g) ; 2.32.7 deposits of cash with the owner or lessor of retail store locations premises leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets ; 2.32.8 Liens in favor of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and lessors that are expressly subordinate to the liens security interest of Collateral Agent on terms and conditions acceptable to Collateral AgentSecured Party; (i) pledges and deposits and 2.32.9 Liens representing the interest of cashany Ground Lessor under any Ground Lease, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not as defined in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificateapplicable Mortgage.