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. 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. 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. 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. 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. 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. 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 Lien on any of its assets or propertiesassets, including the Collateral, except: other than the following (collectively, “Permitted Liens”): (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; (b) liens securing the payment of taxes, fees, assessments, or other governmental charges or levies either not yet overdue delinquent or the validity of which is being contested in good faith by appropriate proceedings, and as to which such Obligor shall, if appropriate under GAAP, have set aside on its books and records adequate reserves; (b) 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 for the repayment of borrowed money) 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 Business; (c) the Liens in favor of Bank; (d) Liens which arise by operation of law, other than Liens which arise by operation of Environmental Laws, incurred in the Ordinary Course of Business (for sums not constituting borrowed money) that are not delinquent for a period of more than 30 days or that 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 for which adequate reserves have been set aside on its booksestablished in accordance with GAAP (if so required); (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; (de) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which Property that do not interfere in any material respect with secure monetary obligations and do not materially impair the use of such real property Property for its intended purposes 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 theretothereof; (ef) Liens described on Schedule 6.1 hereof, provided that such Liens shall secure only those obligations which they secure on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (g) purchase money security interests in Equipment (including on equipment of Borrowers securing Capital Leases) and Leases or purchase money mortgages on real estate Debt in each case permitted by Section 6.2(b); and (h) mechanics’, materialmen’s, suppliers’, repairmen’s or other like Liens arising in the Ordinary Course of Business (for sums not to constituting borrowed money) that are not delinquent for a period of more than 30 days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); provided, that the aggregate amount secured by such mechanics’, materialmen’s, suppliers’, repairmen’s or other like Liens shall not exceed $15,000,000 in the aggregate 300,000 at any time outstanding so long as such interests and mortgages do not apply (the Liens referred 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; this clause (h) liens on assets of Borrower are referred to secure indebtedness of Borrower permitted under Section 9.9(d) belowherein as “Permitted Mechanics Liens”). Such Obligor shall not, provided, that, and 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, Obligor shall not in permit any of its Subsidiaries to, permit the aggregate exceed $2,500,000filing of any financing statement naming such Obligor or any Subsidiary as debtor, (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 except for financing statements filed with respect to demand such pledge or deposit) shall be required Liens expressly permitted 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. 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. 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. 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. 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. 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. 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 (“Permitted Liens”): (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 is being contested in good faith by appropriate proceedings, and as to which Borrower shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of Borrower to pay any of the Liabilities, or the priority or value of Administrative Agent’s Lien in the Collateral (other than with respect to other Permitted Liens provided for herein); (b) deposits under workmen’s compensation, unemployment insurance, social security, leases and other similar laws; (c) Liens in favor of Administrative Agent (for the ratable benefit of Lenders and Administrative Agent); (d) 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 ten (10) calendar days, that 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 for which adequate appropriate reserves have been set aside on its booksestablished or that are not yet due and payable; (ce) non-consensual statutory liens (other than liens securing the payment which arise by operation of taxes) arising law in the ordinary course of Borrower’s or such Subsidiary’s business to the extent: (i) such business, other then 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 arise by operation 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 booksEnvironmental Laws; (df) zoning restrictions, building codes, easements, rights of way, licenses, covenants and other similar 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 theretoProperty; (eg) purchase money security interests upon or 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 acquired 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 held by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower purchase price 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, property so long as: (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with indebtedness relating to such purchase money security interests and Capitalized Lease Obligations does not at any Hedging Agreements, shall not one time outstanding exceed Five Hundred Thousand Dollars ($500,000) in the aggregate exceed $2,500,000at any time, (ii) as of each such lien shall attach only to the property (and the proceeds thereof) to be acquired; (iii) the principal amount of the indebtedness incurred shall not exceed one hundred percent (100%) of the purchase price of the item or items purchased and ( iv) such Lien shall be created within 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 acquisition of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuingthe related asset; and (jh) the security interests and liens any Liens set forth on Schedule 8.4 9.1 and any renewal or refinancing of the indebtedness for which such liens were granted provided that the amount of such indebtedness with respect to any renewal or refinancing is not increased and the liens with respect to such indebtedness do not extend beyond the Collateral listed thereon; (i) Liens consisting of judgment liens that are inferior in right to the Information CertificateLiens of Lender hereunder and are with respect to judgments that do not constitute an Event of Default under Section 10(e) hereof; or (j) any escrow arrangements (whether involving cash, stock or other Property) pursuant to any Acquisition 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 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. 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. 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, 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. 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 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. 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. 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. 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. 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. 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. 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 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 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. Borrower shall not, and shall not permit any Subsidiary to, 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, 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 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 's business (including carriers', warehousemen's, materialmen's, landlord's and mechanics lien) 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 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 Equipment, exclusive of purchase money security interests in respect of Systems Expenditures described in Section 9.8(f) below (including Capital Leases) 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 secured thereby does not exceed the cost of the such Equipment or real estate so acquired, as the case may be; ; (f) purchase money security interests in Equipment, software, services and costs relating solely to Borrower's point of sale systems and information systems (collectively, the "Systems Expenditures") purchased after the date hereof (including capital leases) with prior approval of Borrower's board of directors, not to exceed $10,000,000 in the aggregate at any time outstanding so long as such security interests do not apply to any property of Borrower other than assets related to Systems Expenditures (the "Systems Assets") and the indebtedness secured thereby does not exceed the cost of such Systems Assets so acquired; (g) liens or rights of setoffs arising from operating leases and the precautionary UCC financing statements filed in respect thereof; (h) 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; ; (gi) deposits of cash with security interests and liens on the owner or lessor of retail store locations leased and operated by Borrower in Collateral 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 Investors permitted under Section 9.9(d) below, provided, that, such ; and (j) security interests and liens shall be junior and subordinate on the Collateral to secure the liens Indebtedness of Collateral Agent on terms and conditions acceptable Borrower to Collateral AgentFranchise Noteholders permitted under Section 9.9(e) below; and (ik) pledges and deposits of cash, Cash Equivalents or investment securities cash 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 current practices of Borrower as of the date hereof; (l) pledges and deposits of cash by Borrower 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 practice of Borrowers as of the date 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 Agreementsperformance bonds issued by a surety or other person, not secured solely by the cash deposit, the issuer of such bond shall not have waived in the aggregate exceed $2,500,000writing any rights in or to, (ii) as of each or other interest in, any of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect theretoCollateral in an agreement, 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 Lender; 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 (jm) 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 their assets or properties, including the Collateral, except: (a) the liens and security interests and liens of Collateral Agent for itself and the benefit of LendersAgent; (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 liens, 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 interests of lessee under capital leases to finance the cost acquisition of the Equipment or real estate so acquired, capital assets and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may beimprovements; (f) liens or rights on investments permitted under Section 9.10 of setoffs or credit balances of Borrower this Agreement to secure margin calls by any major commodities exchange for contracts traded with Credit Card Processors as a result of fees such exchange that constitute Product Hedging Obligations entered into in compliance with both Section 9.9(d) hereof and chargebacksthe Trading Policy; and (g) deposits of cash with the owner or lessor of retail store locations leased liens and operated by Borrower encumbrances 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 existence 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 Certificatehereof.

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 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. Each 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) (i) 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 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 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 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 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 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 1,000,000.00 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower Borrowers 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. 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, 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 by appropriate proceedings diligently pursued and with respect to which adequate reserves have been established to the extent required by GAAP 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 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 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 including security interests and liens on the same assets in connection with any refinancings; and (k) mortgages, deeds of trust and deeds to secure debt existing against Real Property of a Target at the time of its acquisition pursuant to Section 9.10(k) (excluding any such mortgages or deeds granted in contemplation of such acquisition).

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 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 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 the security interests 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 securing the Seller Note and Additional Consideration in favor of Sellers to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, the extent such liens shall be junior and subordinate are subject to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; Subordination 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, (ig) the aggregate amount so pledged or deposited, together with security interests and liens securing the amount of all Letter of Credit Accommodations issued Obligations (as defined under the Parent Revolving Loan Agreement) in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each favor 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 Parent Revolving Agent to the Hedging Agreement as a condition extent such liens are subject 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 the Intercreditor Agreement; (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 Certificate; and (i) liens specified in any title insurance policy delivered to and accepted by Agent in connection with any Mortgage.

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any JLM Domestic Subsidiary or Chem Canada 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: (ai) the liens and security interests and liens of Collateral Agent for itself and the benefit of Lenders; Lender; (bii) 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, Guarantor or such Subsidiary, as the case may be Subsidiary 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 such Borrower’s 's, Guarantor's or such Subsidiary’s 's business to the extent: (iA) such liens secure Indebtedness indebtedness which is not overdue or (iiB) 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 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; ; (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 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 which may be subject thereto; ; (ev) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 Real Property, in each case, acquired after the aggregate at any time outstanding date hereof so long as such security interests and mortgages do not apply to any property of Borrower a Borrower, Subsidiary or Guarantor 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; be and is otherwise permitted under Section 9.9(b); (fvi) 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, Subsidiary 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 practices of Borrower to secure the performance by Borrower of its obligations under the terms Borrowers, Subsidiaries and Guarantors 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; (ivii) pledges and deposits of cashcash by Borrowers, Cash Equivalents or investment securities by Borrower Guarantors and Subsidiaries 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), and other similar obligations in each case in the ordinary course of business consistent with the practices of Borrowers, such Subsidiaries and Guarantors as of the date hereof; providedPROVIDED, thatTHAT, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreementsperformance bonds issued by a surety or other person, the issuer of such bond shall not have waived in the aggregate exceed $2,500,000writing any rights in or to, (ii) as of each or other interest in, any of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect theretoCollateral in an agreement, 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 reasonably satisfactory to Administrative Agent Lender; (viii) liens arising from (A) operating leases and the precautionary UCC financing statement filings or registrations in respect thereof and (ivB) equipment or other materials which are not owned by a Borrower, Guarantor or Subsidiary, as of the date case may be, located on the premises of such pledge Borrower, Guarantor or deposit Subsidiary, as the case may be (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and after giving effect thereto, no Default or Event consistent with current practices of Default shall exist or have occurred Borrowers in and be continuing; the precautionary UCC financing statement filings in respect thereof; (ix) liens and (j) the security interests and liens set forth on Schedule 8.4 hereto; (x) judgment liens in respect of judgments that would not cause an Event of Default under Section 10 hereof; (xi) liens and security interests on the Collateral and other assets of Chemicals, JLM Realty, Inc. and Terminals in favor of the Term Loan Lender to secure the Information CertificateIndebtedness of Chemicals and Terminals to Term Loan Lender permitted under Section 9.9 below; and (xii) liens and security interests on the Real Property of Parent located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, in favor of the SouthTrust Bank to secure the Indebtedness of Borrowers and Guarantors to SouthTrust Bank permitted under Section 9.9 below.

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 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 business Borrowers' businesses 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 $15,000,000 890,000 in the aggregate at any time outstanding, being the aggregate amount thereof outstanding on the date hereof, so long as such security interests and mortgages do not apply to any property of any 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. 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 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-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 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 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 2,500,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower Borrowers other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the such Equipment or real estate so acquiredis acquired contemporaneously with the granting of any such security interest or mortgage or is acquired within one hundred and eighty (180) days before such security interest or mortgage lien is granted, 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 setoff or credit balances of Borrower Borrowers with Credit Card Processors Issuers, 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 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 Borrower Borrowers in the ordinary course of the business of Borrower Borrowers to secure the performance by Borrower Borrowers of its their 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) belowa mortgage lien solely upon the Real Property covered by the Mortgage, 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 granted 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 One Price in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each favor of the thirty (30) days immediately preceding holder of, and securing only, Refinancing Term Indebtedness permitted hereunder, to which mortgage lien, Lender shall subordinate the date lien of the Mortgage, provided the holder of such pledge or deposit mortgage lien executes and after giving effect theretodelivers in favor of Lender a written agreement, 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 Lender, waiving any security interest in or lien upon any Inventory, Equipment and (iv) as of other personal property Collateral located at or upon such Real Property, permitting Lender access to, and the date of right to remain on, such pledge or deposit Real Property to exercise its rights and after giving effect theretoremedies and otherwise deal with any such Inventory, no Default or Event of Default shall exist or have occurred Equipment and be continuingother personal property Collateral; and (ji) the liens and 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, 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 or such Subsidiary’s 's business to the extent: : (i) such liens secure Indebtedness indebtedness which is not overdue or 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) security interests and liens held by the Senior Note Trustee on assets of Borrower, other than the Collateral (except for the Collateral described in Section 5.1(e) hereof and the proceeds thereof), to secure the Senior Notes as permitted under Section 9.9(d), but only to the extent such security interests and liens are subject to the terms of the Senior Note Intercreditor Agreement; (f) liens on the Equipment and real property of Borrower described in the definition of "Industrial Revenue Bonds" contained herein to secure the indebtedness described in such definition, and, subject to the TFH Intercreditor Agreement, to TFH, to the extent TFH becomes the holder of or otherwise is or becomes entitled to assert any such liens by reason of drawings made under the TFH Investor L/C's; (g) rights (if any) of sellers, suppliers or agents involved in the transaction as a statutory trust beneficiary under PACA in respect of sales of fresh fruits and fresh vegetables to Borrower in the ordinary course of business, provided no amounts owed to any such persons are past due,; provided, that, the inclusion of statutory trust rights in this Section 9.8(g) shall in no way impair or limit any of Lender's rights under Section 2.3(b); (h) purchase money security interests in assets purchased by Borrower from distributors/franchisees, so long as the indebtedness incurred by Borrower in any fiscal year that is so secured is permitted to be incurred under Section 9.9(g) hereof, and such security interests do not extend to any property of Borrower other than the assets and rights so purchased; (i) purchase money security interests in Equipment (including Capital Leasescapital leases but not operating leases) and purchase money mortgages on real estate not to exceed $15,000,000 500,000 in the aggregate at any time outstanding outstanding, to the extent the applicable Equipment and/or real estate are acquired other than through purchases from distributor/franchisees as described in Section 9.8(h) hereof, and 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 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 and (j) the security interests and liens set forth on Schedule 8.4 to hereto or in the Information Certificate.

Encumbrances. Without prior written approval from Lender, 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 security interests and liens of Collateral Agent for itself and the benefit of Lenders; 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 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 Lender; (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 Lender may establish a Reserve with respect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate9.8(g) 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 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 (ii) such liens secure Indebtedness indebtedness relating to claims or liabilities which are arc 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) liens in favor of credit card processors with respect to Credit Card Receivables processed by them; (f) 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; (eg) purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 or other security interests in the aggregate at any time outstanding equipment or fixtures 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; (gh) deposits of cash with the owner or lessor of retail store locations premises leased by Borrower, 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, 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 (subject to deductible or self-insured retention consistent with Borrower's current business practices) 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 $15,000,000 500,000 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; 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, 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 $15,000,000 450,000 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. 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 shall not permit any Subsidiary toNeither directly or indirectly, create, incur, assume, incur nor suffer or nor permit to exist any security interest, mortgage, pledge, lien, charge security interest or other encumbrance lien or charge of any nature whatsoever on kind or character upon any asset of its assets Borrower, whether owned at the date hereof or properties, including the Collateral, except: hereafter acquired 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 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 (including, but not limited to, statutory liens securing claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other similar persons) 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 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) liens existing on its books; the date hereof and disclosed to Bank in writing, (cf) non-consensual statutory liens granted to Bank, (other than liens securing the payment g) leases or subleases of taxesreal property and leases, subleases, licenses and sublicenses (including licenses of intellectual property granted to third parties) arising granted in the ordinary course of Borrower’s or such Subsidiary’s business to the extent: business, (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; (eh) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages liens on real estate not to exceed $15,000,000 in equipment acquired or held by Borrower incurred for financing the aggregate at any time outstanding acquisition of equipment or existing on equipment when acquired so long as such interests lien is confined to the property and mortgages do not apply to any property improvements and proceeds of Borrower other than the Equipment or real estate so acquiredequipment, 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 liens incurred in the aggregate exceed $2,500,000extension, renewal or refinancing of Permitted Indebtedness secured by liens described in (iia) as of each through (h), provided any extension, renewal or replacement lien must be limited to the property encumbered by the existing lien and the principal amount, interest rate or amortization/payment schedule of the thirty Permitted Indebtedness may not increase (30) days immediately preceding the date of such pledge or deposit and after giving effect theretocollectively, 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“Permitted Liens”).

Encumbrances. Borrower 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 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 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) 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 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 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 (jg) 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 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 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 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; 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 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 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 Working Capital 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 Working Capital 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 Working Capital 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; and (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 Working Capital Agent for itself and the benefit of the Secured Parties and subject to the Subordination Provisions.

Encumbrances. Each Borrower 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 propertiesOTHER ENCUMBRANCE OF ANY NATURE WHATSOEVER ON ANY OF ITS ASSETS OR PROPERTIES, including the CollateralINCLUDING THE COLLATERAL, exceptEXCEPT: (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 booksCustomary Permitted Liens; (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 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, secure Indebtedness permitted under Section 9.9(b) hereof; (d) liens arising from (i) operating leases and the indebtedness secured thereby does precautionary UCC or PPSA financing statement filings or registrations in respect thereof and (ii) equipment or other materials which are not exceed owned by a Borrower located on the cost premises of such Borrower (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 business and consistent with current practices of Borrowers and the business precautionary UCC or PPSA financing statement filings in respect thereof; (e) leases or subleases of Borrower any portion of the Real Property granted to secure others to the performance by Borrower of its obligations extent permitted under the terms of the lease for such premisesMortgages; (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 (jf) the security interests and liens set forth on Schedule 8.4 hereto; and (g) liens on assets of a Borrower or other Restricted Subsidiary (other than any Receivables, Inventory or Equipment or other assets which if not available to Lender would impair Lender=s rights or remedies as to any other Collateral), which liens secure obligations of such Borrower or Restricted Subsidiary other than Indebtedness, if any, which obligations in the Information Certificateaggregate do not exceed $500,000 (provided, that, Borrowers shall promptly provide notice of any such liens to Lender).

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 of Lender and liens of Collateral Agent for itself and the benefit of LendersNord Resources; (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 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 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 SCHEDULE 8.4 to the Information Certificatehereto.

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, (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, (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 (da) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do through (c) 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 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, 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 $4,000,000considered new Indebtedness hereunder), or (iiie) such pledge or deposit (or Encumbrances permitted pursuant to Section 5.2 of that certain Credit Agreement by and among New Jersey Natural Gas Company, as Borrower, the right to demand such pledge or deposit) shall be required by financial institutions party thereto as the other party to Lenders, PNC Bank, National Association as the Hedging Agreement Administrative Agent, Summit Bank 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 the Syndication Agent, Bank One, NA as the Documentation Agent and (iv) PNC Capital Markets and Summit Bank 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 CertificateCo-Lead Arrangers.

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 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 theretothereon; (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 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 (jf) the security interests and liens set forth on Schedule 8.4 to the Information Certificatehereto.

Encumbrances. Borrower shall not, and Each Loan Party 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 (each, a “Lien”) on any of its assets or properties, including without limitation any of the Collateral, 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 or such SubsidiaryLoan Party, 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 taxes) arising in the ordinary course of Borrower’s or such SubsidiaryLoan Party’s business to the extent: (i) such liens Liens secure Indebtedness obligations which is are not overdue or (ii) such liens 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 Borrower or such SubsidiaryLoan Party, 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 Real Property which do not interfere in any material respect with the ordinary conduct of the business of Loan Parties as presently conducted thereon; (e) purchase money Liens or the interests of lessors under Capital Leases, in each case, in Equipment and Real Property (and the proceeds, products and accessions thereof and thereto) to secure the Indebtedness permitted under Section 9.9(b) hereof; (f) pledges and deposits of cash or Cash Equivalents by any Loan Party 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 or Cash Equivalents by any Loan Party to secure the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), trade lines with vendors, statutory obligations and other similar obligations, in each case in the ordinary course of business and not in connection with the borrowing of money; (h) Liens arising from (i) any Lease Agreement (or sublease with respect thereto) or any true operating lease entered into in the ordinary course of business and the precautionary UCC 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 and consistent with current practices of such Loan Party and the precautionary UCC financing statement filings in respect thereof; (i) judgments and other similar Liens arising as a result of the existence of judgments, orders or awards that do not constitute an Event of Default, provided, that, (i) adequate reserves or other appropriate provision, if 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 date such judgment or Lien first arose and (iii) Agent may establish a Reserve with respect thereto; (j) Liens or rights of setoff against credit balances of Loan Parties with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to Loan Parties in the ordinary course of business, but not Liens on or rights of setoff against any other property which or assets of Loan Parties, pursuant to the Credit Card Agreements to secure the obligations of Loan Parties to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks; (k) any Lien existing on any assets or properties other than Accounts or Inventory (and the proceeds thereof) of a Person existing at the time such Person becomes a Subsidiary of a Loan Party after the date hereof (and the replacement, extension or renewal of such Lien on the same assets); provided, that (i) such Lien is not created in contemplation of or in connection with a Permitted Acquisition or such Person becoming a Subsidiary, as the case may be, and (ii) such Lien shall secure only the Indebtedness permitted under Section 9.9(n) hereof, (l) Liens on Equipment and Real Property of Loan Parties 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 Loan Party 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 Real Property or the ordinary conduct of the business of Borrower or such Subsidiary Loan Party as presently conducted thereon or materially impair the value of the real property which may be subject thereto; such Real Property; (en) purchase money security interests any interest or title of a lessor, sublessor, licensee, licensor or sublicensor 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 or to any property of Borrower asset (other than the Equipment Accounts or real estate so acquiredInventory) under any lease, and the indebtedness secured thereby does not exceed the cost of the Equipment sublease 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 license entered into by Borrower any Loan Party in the ordinary course of business and covering only the assets so leased, subleased or licensed, in each case that do not interfere in any material respect with the business of Borrower any Loan Party; (o) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to secure the performance by Borrower extent incurred in connection with the maintenance of its obligations under such deposit accounts in the terms ordinary course of business; (p) Liens granted in the lease for such premises; (h) liens ordinary course of business on assets the unearned portion of Borrower to secure indebtedness of Borrower insurance premiums securing the 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; (q) Liens on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made in connection with a letter of intent or purchase agreement with respect to a Permitted Acquisition; (r) other Liens on assets or properties (other than Accounts and Inventory); provided, that, that (i) the aggregate amount so pledged fair market value of such assets or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall properties subject to such Liens does not in the aggregate exceed $2,500,0002,500,000 at the time of attachment of any such Lien, and (ii) as such Liens secure liabilities at any time outstanding not in excess of each of $2,500,000 in the thirty aggregate; and (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 (js) the security interests and liens Liens set forth on Schedule 8.4 to the Information Certificate9.8 hereto which are not otherwise permitted under this Section 9.8 above.

Encumbrances. No Borrower 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 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 the applicable 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 the applicable Borrower’s 's or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness which is not overdue overdue, (ii) such liens consist of inchoate liens in favor of a landlord with respect to rent not yet due and payable by a Borrower in connection with a real estate lease or (iiiii) 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 the applicable 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 the applicable 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(d9.9(b) 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 hereof 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 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 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 besecure Indebtedness permitted under Section 9.9(b) hereof; -77- (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 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 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 (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, except: EXCEPT: (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; 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, 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 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; providedPROVIDED, thatTHAT, 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; (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 of the date of such pledge or deposit and after giving effect Lender 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.and

Encumbrances. Borrower shall not13.1 LWB expressly, unconditionally and irrevocably waives any right to any Encumbrance granted by law, or otherwise, and shall undertake not to permit or create or do any Subsidiary toact, create, incur, assume, suffer deed or permit to exist any security interest, mortgage, pledge, lien, charge thing which would or other encumbrance might result in the creation or assertion of any nature whatsoever Encumbrance on any part of the Owner's property (which for all purposes of this Contract shall mean the Vessel, the Hull, the Equipment, OFI, Parts and any other property of the Owner relating to or connected in some way with this Contract or the arrangements described herein or contemplated hereby). 13.2 LWB shall promptly and fully indemnify and hold harmless and defend the Owner and the Indemnified Parties from and against all liabilities for the payment of the amount of any Encumbrance claimed or asserted against or imposed on any property of the Owner by LWB, any Subcontractors, or any other third party whatsoever. 13.3 In the event that: 13.3.1 LWB has a PRIMA FACIE valid claim against the Owner; and 13.3.2 LWB has commenced arbitration proceedings in respect of such claim in accordance with the terms of this Contract (such commencement being the service by LWB of a notice referring the claim to arbitration and advising of the appointment of a first arbitrator); and 13.3.3 the Owner at any time wishes to remove any of its assets property from the Work Site (upon 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 before completion of the insurer or being contested Works), then the Owner shall be entitled to remove such property from the Work Site upon provision by the Owner of a guarantee issued by a first class bank in good faith by appropriate proceedings diligently pursued a form reasonably acceptable to LWB in an amount equivalent to LWB's claim (exclusive of interest and available to Borrower or such Subsidiarylegal costs), 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 less the value of any PRIMA FACIE valid counterclaims asserted by the real property which Owner (exclusive of interest and legal costs). 13.4 At any time when a payment is due to LWB under this Contract, and at all other reasonable times, the Owner may require LWB to provide a written statement satisfactory to the Owner showing what, if any, Encumbrance of any kind has been or is liable to be or may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages imposed 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 or asserted against any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost Owner located at any part of the Equipment Work Site. 13.5 If any Encumbrance of any kind is imposed on or real estate so acquired, and the indebtedness secured thereby does not exceed the cost asserted or claimed against any property of the Equipment Owner located at any part of the Work Site, LWB shall promptly notify the Owner and shall, not later than ten (10) Days thereafter, secure the discharge or real estate so acquiredrelease of such Encumbrance PROVIDED THAT if the Owner desires to contest any such Encumbrance and such discharge or release is not available under law during such contest (including, without limitation, through the filing of a bond or other security), LWB shall immediately take such steps as in the case opinion of the Owner shall prevent such Encumbrance from delaying or otherwise adversely affecting the execution of the Works and shall indemnify fully, hold harmless and defend the Owner and all other Indemnified Parties from and against all Losses which any of them may be; (f) liens sustain or rights of setoffs or credit balances of Borrower with Credit Card Processors incur as a result of fees and chargebacks; the imposition of any such Encumbrance. 13.6 Notwithstanding the provisions of Clause 13.5, the Owner may secure the removal of any such Encumbrance in which event LWB shall reimburse the Owner for its costs (gincluding legal fees) deposits of cash with the owner securing such discharge or lessor of retail store locations leased and operated release by Borrower deducting such sum from any payments due or to become due to LWB under this Contract save that if any such cost is in the ordinary course excess of the business amount of Borrower any such reimbursement by deduction, LWB shall pay the amount of such excess to the Owner promptly upon demand. 13.7 Notwithstanding the provisions of Clause 13.5, the Owner, without securing the discharge or release of any such Encumbrance, may nevertheless withhold from any payments due or to become due to LWB, unless and until such Encumbrance is discharged or released by LWB, a sum equal to the amount reasonably determined by the Owner to be required to secure the performance by Borrower discharge or release of its obligations under such Encumbrance (which amount shall include 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 estimated amount of all Letter of Credit Accommodations issued expenses which might be incurred in connection with any Hedging Agreementstherewith, 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 Certificateincluding legal fees).

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 LendersAgent; (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 liens and security interests as permitted 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(d9.9(c) 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 (jf) 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 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) and purchase money mortgages on real estate not to exceed $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 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; 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. 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 the Premises or properties, including the Collateral, except: EXCEPT: (ai) the liens and security interests and liens of Collateral Agent for itself and the benefit of Lenders; Lender; (bii) 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; ; (ciii) 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 to the extent: (iA) such liens secure Indebtedness indebtedness which is not overdue or (iiB) 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 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; ; (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 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 which may be subject thereto; ; (ev) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 property, in each case, acquired after the aggregate at any time outstanding date hereof so long as such security interests and mortgages do not apply to any property of a Borrower or Guarantor other than the Equipment or real estate 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 property so acquired, as the case may be; ; (fvi) 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 practices of Borrower to secure the performance by Borrower of its obligations under the terms Borrowers and 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; (ivii) pledges and deposits of cash, Cash Equivalents or investment securities cash by Borrower Borrowers 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), and other similar obligations in each case in the ordinary course of business consistent with the practices of Borrowers and Guarantor as of the date 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 Agreementsperformance bonds issued by a surety or other person, the issuer of such bond shall not have waived in the aggregate exceed $2,500,000writing any rights in or to, (ii) as of each or other interest in, any of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect theretoCollateral in an agreement, 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 reasonably satisfactory to Administrative Agent Lender; (viii) liens arising from (A) operating leases and the precautionary UCC financing statement filings or registrations in respect thereof and (ivB) as of equipment or other materials which are not owned by a Borrower located on the date premises of such pledge Borrower (but not in connection with, or deposit as part of, the financing thereof) from time to time in the ordinary course of business and after giving effect thereto, no Default or Event consistent with current practices of Default shall exist or have occurred Borrowers in and be continuing; the precautionary UCC financing statement filings in respect thereof; (ix) liens and (j) the security interests and liens set forth on Schedule 8.4 5(h)(ix) attached. (x) liens and security interests on the Collateral in favor of Congress Financial Corporation to secure the Information CertificateIndebtedness of, among others, Borrowers and Guarantor to Congress Financial Corporation permitted under Section 5(i) below; and (xi) liens and security interests on the real property of Guarantor in favor of the SouthTrust Bank to secure the Indebtedness of, among others, Borrowers and Guarantor to SouthTrust permitted under Section 5(i) below.

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 Lender (for itself and any Affiliate, in the benefit case of Lenders; Bank Products); (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 '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 satisfactory to Lender; (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 of the date of such pledge or deposit and after giving effect Lender may establish a Reserve with respect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and 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 proceedings, if required, 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 (including, without limitation, liens in favor of materialmen, mechanics, carriers, warehousemen, processors and landlords) 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. No Borrower shall notshall, 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 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 Lenders; ; (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 Borrowers or such Subsidiarytheir Subsidiaries, 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 securing the payment of taxes) arising in the ordinary course of a Borrower’s 's or such its Subsidiary’s 's business to the extent: (i) such 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 its 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 a Borrower or such Subsidiary its Subsidiaries 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 a Borrower 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 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 a 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 such 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 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 such 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 and (j) the security interests and liens set forth on Schedule SCHEDULE 8.4 to the Information Certificate.

Encumbrances. Each 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: except the following (“Permitted Liens”): (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 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 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 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 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 Mortgage; (g) security interests in the aggregate exceed $2,500,000, (ii) as of each Inventory 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 Honduras Subsidiaries to demand such pledge or deposit) shall be required by the other party secure Permitted Honduras Working Capital Debt 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 extent permitted under Section 9.9(h) hereof; (ivh) 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 in the trademarks of Borrowers to secure Permitted Trademark Financing Debt to the Information Certificate.extent permitted under Section 9.9(i) hereof;

Encumbrances. Borrower shall not, and shall not permit any Subsidiary to, 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, except: EXCEPT: (a) the 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 or such Subsidiary’s 's business (including carriers', ware-housemen's, materialmen's, landlord's and mechanics' 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 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 and its Subsidiaries 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 and its obligations under the terms Subsidiaries 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 to secure indebtedness and its Subsidiaries after the date hereof in the ordinary course of business in respect of obligations of Borrower permitted under Section 9.9(gany operating lease of real or personal property; (h) pledges and deposits of cash by Borrower after the date hereof to secured 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 practice of Borrower and its Subsidiaries as of the date hereof; providedPROVIDED, thatTHAT, (iA) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreementsperformance bonds issued by a surety or other person, not secured solely by the cash deposit, the issuer of such bond shall not have waived in the aggregate exceed $2,500,000writing any rights in or to, (ii) as of each or other interest in, any of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect theretoCollateral in an agreement, 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 Lender and (ivB) as the aggregate amount of all such pledges and deposits of cash permitted pursuant to Sections 9.8(g) and (h) hereof shall not exceed $250,000 at any time outstanding; (i) security interests and liens on the date Collateral of such pledge or deposit and after giving effect thereto, no Default or Event First Union National Bank to secure the Indebtedness of Default shall exist or have occurred and be continuingBorrower to First Union National Bank permitted under Section 9.9(f) below; and 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 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, 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 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 Borrower’s Borrower 's or such Subsidiary’s 's business to the extent: (i) such liens secure Indebtedness which is not overdue or does not exceed $250,000 at any one time outstanding, 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 and security interests of setoffs or credit balances of Borrower the Equipment Lessor to secure the Indebtedness arising in connection with Credit Card Processors as a result of fees and chargebacks; the Equipment Financing to the extent permitted by Section 9.9(f) hereof (including precautionary UCC financing statements in connection therewith); (g) pledges and 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 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; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower cash 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) 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 hereof; (i) 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 a Subsidiary of Borrower but are located on the premises of Borrower or such pledge Subsidiary of Borrower (but not in connection with, or deposit as part of, the financing thereof) from time to time in the ordinary course of business and after giving effect thereto, no Default or Event consistent with current practices of Default shall exist or have occurred Borrower and be continuing; and the precautionary UCC financing statement filings in respect thereof; (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.[intentionally omitted]

Encumbrances. Borrower and each 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; 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 Borrower, such 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 Borrower’s , such 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 are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower Borrower, such 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) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property of Borrower, any Guarantor or Subsidiary 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 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 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 liens incurred 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 made by Borrower or any Guarantor or Subsidiary in the ordinary course of the business of Borrower or such Guarantor or Subsidiary in connection with worker's compensation, unemployment insurance or other types of social security benefits consistent with the current practices of Borrower or such Guarantor or Subsidiary as of the date hereof; (f) encumbrances constituting the filing of notice financing statements of a lessor's rights in and to personal property leased to Borrower or any Guarantor or Subsidiary in the ordinary course of the business of Borrower or such Guarantor or Subsidiary; (g) purchase money liens or security interests upon any specific computer equipment and related software hereafter acquired existing on any such equipment or software at the time of the acquisition thereof by Borrower or such Guarantor or Subsidiary (and including in any event any leases of computer equipment constituting Capitalized Lease Obligations) 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(d8.6(e) 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) no such purchase money lien or security interest (or lease with respect to Capitalized Lease Obligations, as the aggregate amount so pledged case may be) covering specific future equipment and related software shall extend to or deposited, together with cover any other property other than the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in specific equipment and related software acquired subject to such lien or security interest (or lease) and the aggregate exceed $2,500,000proceeds thereof, (ii) as of each of such lien or security interest only secures the thirty (30) days immediately preceding obligation to pay the date purchase price of such pledge specific equipment and related software (or deposit and after giving effect theretothe Capitalized Lease Obligations, Excess Availability shall not be less than $4,000,000as the case may be), (iii) such pledge or deposit the principal amount secured thereby shall not exceed one hundred percent (100%) of the cost of the equipment and related software so acquired (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 leased), and (iv) no Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred and be continuing; (h) purchase money liens or security interests upon any specific fitness equipment hereafter acquired (and including any leases with respect to Capitalized Lease Obligations); provided, that: (i) no such purchase money lien or security interest (or lease with respect to Capitalized Lease Obligations, as the case may be) covering specific future fitness equipment shall extend to or cover any other property other than the specific fitness equipment so acquired, and the proceeds thereof, (ii) such lien or security interest only secures the obligation to pay the purchase price of such specific fitness equipment (or the Capitalized Lease Obligations, as the case may be), (iii) the principal amount secured thereby shall not exceed one hundred (100%) percent of the date cost of such pledge the fitness equipment so acquired (or deposit leased); and after giving effect thereto, (iv) no Default or Event of Default Default, or act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred and be continuing; and and (ji) the liens and security interests and liens set forth on Schedule 8.4 to the Information Certificate7.7 hereto.

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 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 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 the premises of its obligations under 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, and (iii) a stay of enforcement of any such liens is in effect; (j) the security interests in and liens upon the Collateral in favor of First Lien Agent to secure the First Lien Indebtedness (as defined in the We▇▇▇ ▇ntercreditor Agreement); (k) the security interests in and liens upon the Collateral in favor of the Subordinated Note Trustee to secure the Subordinated Noteholder Indebtedness, provided, that, the 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 lease for such premises; Subordinated Noteholder Intercreditor Agreement; (hl) the security interests in and liens on assets upon the Collateral in favor of Borrower WHX to secure indebtedness the Indebtedness of Borrower Borrowers and Guarantors to WHX permitted under Section 9.9(d9.9(k) belowhereof, 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 WHX Intercreditor Agreement; (m) the security interests in liens upon the Collateral Agent in favor of the holder of any Refinancing Indebtedness (or the agent or trustee on terms and conditions acceptable to Collateral Agent; (ibehalf of the holder or holders of the Refinancing Indebtedness) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness such Refinancing Indebtedness; provided, that, except for Refinancing Indebtedness which refinances, replaces or substitutes for the First Lien Indebtedness (as defined in, and to the extent not prohibited by, the We▇▇▇ ▇ntercreditor Agreement), the security interests and liens upon the Collateral in favor of Borrower 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(g9.9(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 15▇ ▇▇▇▇▇▇ ▇▇▇▇, 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. Borrower Subject to receipt of a commercially reasonable non-disturbance agreement from any Encumbrancer (if any Encumbrancer exists from time to time), in the form of Exhibit G attached hereto (the “SNDA”) or another form including substantially similar terms and conditions, this Lease and all of Tenant’s rights hereunder shall notbe automatically subordinate to any and all Encumbrances, to all renewals, modifications, consolidations, replacements and extensions thereof, and shall not permit to any Subsidiary toand all advances made or hereafter made on the security thereof or Landlord’s interest therein, create, incur, assume, suffer unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance all in accordance with the terms of the SNDA. If the Encumbrancer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance a purchaser upon the foreclosure of any nature whatsoever on Encumbrance or any of its assets successors thereto upon any foreclosure sale 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 deed 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 lieu thereof shall succeed to the extent: interest of Landlord under the Lease, then in accordance with the terms of the SNDA (i) such liens secure Indebtedness which is Encumbrancer, purchaser or successor shall have the same remedies, by entry, action or otherwise for the non-performance of any agreement contained in the Lease, for the recovery of Rent or for any other default or Event of Default hereunder that Landlord had or would have had if any such Encumbrancer, purchaser or successor had 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 succeeded to the commencement interest 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 $2,500,000Landlord, (ii) Tenant shall attorn, without any deductions or set-offs whatsoever, to the Encumbrancer, purchaser or successor except as of each set forth in the SNDA, (iii) Tenant shall recognize such Encumbrancer, purchaser or successor as the “Landlord” under this Lease, and (iv) Tenant’s possession and quiet enjoyment of the Premises hereunder shall not be disturbed by such Encumbrancer, purchaser or successor for so long as Tenant timely pays Rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by ▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇’s interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 21.1 shall be self-operative without execution of any further instruments other than execution of an SNDA which shall be executed by ▇▇▇▇▇▇ and any new Encumbrancer concurrent with the recordation of any new Encumbrance. In order to facilitate such execution, Landlord shall provide Tenant any proposed changes to the SNDA form attached hereto as Exhibit G at least thirty (30) days immediately preceding the date prior to recordation of such pledge or deposit new Encumbrance and after giving effect thereto, Excess Availability Tenant shall not be less than $4,000,000, provide any comments within ten (iii10) 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 days thereafter.

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 Lien 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 Subsidiaryby the 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 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) 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 Subsidiaryby the 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 (immovable) property which do not interfere in any material respect with the use of such real (immovable) property or ordinary conduct of the business of Borrower or such Subsidiary Borrower, as presently conducted thereon or materially impair the value of the real (immovable) 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 aggregate, the US Dollar Amount of One Million US Dollars (US $1,000,000) at any time outstanding for Borrower 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 Liens on Equipment or rights real property granted as permitted pursuant to Section 9.5(b)(i) upon payment in full of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees the Term Loan but only securing indebtedness to the maximum amount permitted pursuant to Section 9.9(f), 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 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 or provision of initial Letter of Credit Accommodations hereunder).

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-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 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 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; 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 liens, if any, that may be consented to by Lender, in writing, pursuant to the Information CertificateParent Loan Agreement.

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 Lender (for itself and the benefit of Lenders; any Affiliate that provides Bank Products); (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 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 satisfactory to Lender; (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 Lender may establish a Reserve with respect thereto; (j) the security interests and liens on assets of any Foreign Subsidiary to secure Indebtedness of such Foreign Subsidiary permitted under Section 9.9 hereof; (k) pledges and deposits of cash by any Borrower or Guarantor held by JPMorgan Chase Bank, N.A. in respect of Indebtedness arising in respect of the date Existing Letters of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuingCredit permitted in Section 9.9(g) hereof; and and (jl) the security interests and liens set forth on Schedule 8.4 to the Information CertificateCertificate and not otherwise specifically provided for in Sections 9.8 (a) through (k) hereof.

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 in the aggregate at any time outstanding the greater of (i) $5,000,000 and (ii) five (5%) percent of Borrower's net tangible assets (determined in accordance with GAAP applied on a consistent basis) as of the most recent balance sheet delivered by Borrower to Lender pursuant to Section 9.6(a) of this Agreement, 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, as the case may be; (f) security interests in Equipment leased pursuant to a Sale/Leaseback permitted pursuant to Section 9.7(b) hereof, so long as such security interests do not apply to any property of Borrower other than the Equipment that is the subject of such Sale/Leaseback, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquirednet purchase price for such Equipment, as reflected on the case may be; (f) liens bill ▇▇ sale or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacksinvoice evidencing such purchase; (g) deposits liens securing any judgment for the payment of cash with money if and to the owner or lessor extent such judgment does 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 Default 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(g10.1(d) 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. No Borrower shall not, and Parent shall cause each Obligor and each other Subsidiary of Parent 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 including, without limitation, the CollateralCollateral or other property which is security for the Obligations, except: : (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; ; (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 any Borrower or such Subsidiary, as the case may be Obligor and with respect to which adequate reserves have been set aside on its books; , provided, that, in the event that a tax Lien is filed of record and has priority over the Liens of Agent as to the property or assets that are the subject of the applicable tax Lien, Agent shall establish a Reserve equal to the amount secured by such Lien unless, the Required Lenders determine otherwise; (c) non-consensual statutory liens Liens (other than liens 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 Liens secure Indebtedness which is not overdue or overdue, (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 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; , (iii) non-payment thereof would not result in a Material Adverse Effect; (d) zoning restrictionspurchase money security interests in Equipment (including Capital Leases) existing as of the date hereof and listed in Omnibus Schedule 13 hereto to secure Indebtedness permitted under Section 9.9(d) hereof, easements, licenses, covenants and other restrictions affecting the use of real property which so long as such security interests do not interfere in apply to any material respect with property of any Borrower or Obligor other than the use of such real property or ordinary conduct Equipment so acquired, and the Indebtedness secured thereby does not exceed the cost 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; Equipment so acquired; (e) Intentionally Deleted; (f) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not Real Property, pledges of Capital Stock acquired by any Borrower or Obligor in accordance with Section 9.10(d)(ii) hereof, and liens on Excluded Collateral to exceed $15,000,000 in the aggregate at any time outstanding secure Indebtedness permitted under Section 9.9(e) hereof, so long as each of following conditions is satisfied: such purchase money security interests and mortgages do not apply to any property of Borrower such Borrower, Obligor other than the Equipment Equipment, or real estate Real Property being purchased, or in the case of an acquisition of Capital Stock of a Person permitted pursuant to Section 9.10(d)(ii) hereof, a lien on the Capital Stock of the Person so acquired, as permitted in Section 9.10(d)(ii)(E) and the indebtedness Indebtedness secured thereby does not exceed the cost of the Equipment Equipment, Real Property or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate Capital Stock so acquired, as the case may be, and if requested by Agent, a Collateral Access Agreement, in form and substance satisfactory to Agent is obtained from the third person in favor of whom any such lien is granted , which agreement may among other things permit Agent and Lenders to use any such assets or enter any such premises, as the case may be and contain a confirmation that such third party lender only has a lien or security interest in the property acquired with the proceeds of such Indebtedness; (g) deposits of cash 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 consistent with the current practices of Borrowers and Obligors as of the date hereof; provided, that, such deposit of cash is the only security for Borrowers' and Obligors' performance thereunder; (fh) Liens to secure Refinancing Indebtedness to the extent permitted in Section 9.9 hereof; (i) 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 any Borrower, or Obligor as presently conducted thereon or materially impair the value of the Real Property which may be subject thereto; (j) pledges and deposits of cash by any Borrower or 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 consistent with the current practices of Borrowers as of the date hereof; (k) 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 any Borrower or Obligor in accordance with the practices of the related Credit Card Issuer, Credit Card Processor or other obligor thereon as of the date hereof or as such practices may hereafter change as a result of changes to the policies of such obligor applicable to its similarly situated customers generally and unrelated to the circumstances of the Borrowers or otherwise, 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; ; (gl) deposits of cash with mortgages on the Indiana Real Property granted by the owner or lessor of retail store locations leased and operated by Borrower such property in the ordinary course favor of the business a third party other than an Affiliate 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) belowBorrowers, 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) long as of each of the thirty following conditions is satisfied in the determination of Agent: (30A) days immediately preceding so long as any such mortgage does not apply to any property of Borrowers or Obligors other than the date of such pledge or deposit Indiana Real Property, and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iiiB) 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 Collateral Access Agreement (the terms of which shall include the right of the Agent to cure defaults under such agreements), duly executed by such new lender, and in form and substance satisfactory to Administrative Agent; (m) Liens (i) created by a Retail Store Subsidiary in favor of a Borrower or Obligor to secure advances or financial accommodations made by such Borrower or Obligor for purposes of opening and operating Retail Stores operated by such Retail Store Subsidiary or (ii) Liens created by Catherine's Inc. in favor of Catherines to secure the Indebtedness arising under the Amended and Restated Subordinated Promissory Note, dated January 31, 2000, in the principal amount of $48,999,196.90 made by Catherines, Inc. in favor of Catherines (and assigned by Catherines to Catherines of Nevada, Inc.); which Liens, in each case, are subordinated in favor of and assigned to Agent pursuant to the Financing Agreements; (n) Liens on the cash surrender value of the life insurance policies referred to in Section 9.9(k) hereof in favor of the issuer of such life insurance policies in connection with the Indebtedness permitted in accordance with Section 9.9(k) hereof; (o) Liens listed on Omnibus Schedule 13 hereto; (p) the liens of Parent on the assets of LB, to secure the Indebtedness of LB to Parent permitted under Section 9.9(r) hereof; (q) the liens of CSIC on the assets of LB, to secure the Indebtedness of LB to CSIC permitted under Section 9.9(s) hereof; and (r) encumbrances in connection with an acquisition permitted pursuant to Section 9.10(d) hereof. Notwithstanding anything to the contrary set forth in this Section 9.8, Excluded Subsidiaries do not have to comply with the covenants set forth in this Section so long as Excess and Suppressed Availability shall be greater than $50,000,000 (i) on the date that such Excluded Subsidiary grants any lien or encumbrance, and (ivii) 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 Certificategrant of any such lien or encumbrance by any Excluded Subsidiary, provided, that, the foregoing Section shall not in any event apply to the granting of a lien or encumbrance by any Financing Subsidiaries, Greencastle Subsidiary and White Marsh Subsidiary on any of their assets.

Encumbrances. Without the prior written consent of the Bank, the Borrower shall not, and and shall not permit any Subsidiary of its Subsidiaries to, 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 the Borrower or its assets Subsidiaries, whether owned at the date hereof or properties, including hereafter acquired except (all of the Collateral, except: following being "Permitted Liens"): (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 to 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 or such Subsidiary, as the case may its Subsidiaries 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 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 or any of its Subsidiaries is a party; (f) deposits to secure public or statutory obligations of the Borrower or any of its Subsidiaries; (g) Liens existing on its books; the date hereof and disclosed on the financial statements referred to in Section 6; (ch) 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 Liens granted to the extent: Subordinated Lenders to secure the Subordinated Debt; and (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 Liens granted 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 CertificateBank hereunder.

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-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 Leases) equipment and purchase money mortgages on real estate (including capital leases) 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 Guarantor other than the Equipment 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 or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebackson cash not to exceed $5,000,000 in the aggregate at any time to secure Guarantor's obligations under capital leases; (g) deposits liens and security interests 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 IBM 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 continuingCorporation; and (jh) the security interests and liens set forth on Schedule 8.4 to the Information Certificate4.4 hereto.

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; 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 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 (A) are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or (B) are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such SubsidiaryGuarantor, in each case under clause (i) or (ii) above 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 any 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 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 Borrowers or Guarantors 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 the mortgage and lien upon, and security interest in, the Real Property of setoffs or credit balances Castings located in Anniston, Alabama and the other assets of Borrower with Castings (as in effect on the date hereof) described on Schedule 9.8(f) hereof pursuant to the First Union Letter of Credit Card Processors Documents (as a result in effect on the date hereof) to secure the contingent reimbursement obligations of fees and chargebacks; Castings to First Union National Bank pursuant to such agreements to the extent permitted under Section 9.9 hereof; (g) deposits the pledge or deposit by Central of cash with the owner or lessor of retail store locations leased and operated by Borrower funds to be held in the ordinary course Omega trust account established in connection with any settlement of the business of Borrower to secure CPSC Action and 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) belowOmega Litigation, provided, that, (i) Borrowers shall give written notice to Lender of the establishment of such account and such information with respect thereto as Lender may request, and (ii) Lender shall receive monthly reports of all amounts paid into such account and all other amounts paid in respect of and in accordance with the terms of any settlement of the CPSC Action and the Omega Litigation; (h) the security interests in and liens upon the assets of Borrowers consisting of Accounts and Inventory arising after the date hereof in favor of First Union National Bank to secure the indebtedness of Castings to First Union National Bank arising under the Swap Agreement, as in effect on the date hereof, provided, that, (i) Lender shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such indebtedness, as duly authorized, executed and delivered by the parties thereto, (ii) the security interests and liens on the assets of Borrowers in favor of First Union National Bank to secure such indebtedness shall be junior and subordinate to the security interests and liens of Collateral Agent Lender on such assets on terms and conditions acceptable to Collateral Agent; (i) pledges Lender, 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 Lender shall have received evidence thereof received, in form and substance satisfactory to Administrative Agent Lender, an intercreditor agreement between Lender and First Union National Bank, as acknowledged and agreed to by Borrowers, duly authorized, executed and delivered by First Union National Bank and Borrowers, providing for, inter alia, the parties' relative rights and priorities with respect to the assets of Borrowers; 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 (ji) 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 Lien on any of its assets or properties, including including, without limitation, the Collateral, except: except the following permitted encumbrances (a) the security interests and "Permitted Encumbrances"): 2.32.1 liens of Collateral Agent for itself and the benefit of Lenders; (b) 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 (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) ; 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) and 2.32.5 purchase money security interests in Equipment (including Capital Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 vehicles incurred in the aggregate at any time outstanding so long as ordinary course of business, provided that (i) such interests and mortgages do security interest does not apply to any property of the Borrower other than the Equipment or real estate and vehicles so acquiredacquired with the related Indebtedness, and (ii) the indebtedness related 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 vehicles 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 notice of security interest is provided 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 Secured Party 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 interest is identified on Schedule 8.4 to the Information Certificate2.32 hereto 2.32.6 Permitted Encumbrances described on SCHEDULE 2.32 hereto.

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 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 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 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 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) 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 and liens on assets of any Foreign Subsidiary to secure Indebtedness of such Foreign Subsidiary permitted under Section 9.9 hereof; (k) the security interests in and liens upon the Equipment arising after the date hereof pursuant to a Capital Lease of the Equipment sold by Parent to the extent such sale is permitted under Section 9.7(b)(vi) hereof to secure Indebtedness of Parent to the purchaser thereof pursuant to the leaseback by such purchaser of such Equipment to Parent giving rise to Indebtedness permitted under Section 9.9(f) hereof; (l) the security interests in and liens and mortgages upon the Rochester Real Property arising after the date hereof pursuant to a Capital Lease of such Real Property sold by Parent to the extent that such sale is permitted under Section 9.7(b)(vii) hereof to secure Indebtedness of Parent to the purchaser thereof pursuant to the leaseback by such purchaser of such Real Property to Parent giving rise to Indebtedness permitted under Section 9.9(g) hereof, or the security interests in and liens and mortgages upon the Rochester Real Property arising after the date hereof pursuant to a mortgage loan based on the value of such Real Property to secure the Indebtedness of Parent arising pursuant to such mortgage loan to Parent permitted under Section 9.9(g) 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 (jm) 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 Agent, for itself and the ratable 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 '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 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 Leasescapital leases) and purchase money mortgages on real estate not to exceed $15,000,000 10,000,000 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 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; and (g) deposits liens or rights of cash setoff or credit balances of Borrower with the owner Commercial Account Purchaser but not liens on or lessor right of retail store locations leased and operated by Borrower setoff against any other property of assets of Borrower, all as more particularly set forth 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 premisesCommercial Acknowledgment; 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. 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 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, 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.;