Exhibit 10.21


 


SECURITY AGREEMENT


 


This SECURITY AGREEMENT (this “Agreement”)
dated as of October 1, 2006, made by each of the Borrowers and each of the
Guarantors referred to below (each such Person is sometimes referred to herein
as a “Grantor” and, collectively, the “Grantors”) and each person
who becomes a Grantor hereto pursuant to a joinder substantially in the form
attached hereto as Exhibit B, in favor of Dymas Funding Company,
LLC, in its capacity as the Administrative Agent on behalf of the Lenders party
to the Financing Agreement referred to below.


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, Body Central Acquisition Corp., a Delaware
corporation (“Parent” and together with each other Person who becomes a
borrower under the Financing Agreement referred to below, the “Borrowers”),
each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto,
the financial institutions from time to time party thereto as “Lenders”,
and the Administrative Agent are parties to a Financing Agreement, dated as of
October 1, 2006 (such agreement, as amended, restated, supplemented or
otherwise modified from time to time, being hereinafter referred to as the “Financing
Agreement”), pursuant to which the Lenders have agreed to make Loans and
other financial accommodations set forth therein available to the Borrower;


 


WHEREAS, it is a condition precedent to the Lenders
making any Loan or other financial accommodation to the Borrower pursuant to
the Financing Agreement, that each Grantor shall have executed and delivered to
the Administrative Agent a security agreement providing for the grant to the
Administrative Agent for the benefit of the Lenders of a security interest in
all personal property of such Grantor;


 


WHEREAS, the Grantors are mutually dependent on
each other in the conduct of their respective businesses as an integrated
operation, with the credit needed from time to time by each Grantor often being
provided through financing obtained by the other Grantors and the ability to
obtain such financing being dependent on the successful operations of all of
the Grantors as a whole; and


 


WHEREAS, each Grantor has determined that the
execution, delivery and performance of this Agreement directly benefit, and are
in the best interest of, such Grantor;


 


NOW, THEREFORE, in consideration of the premises
and the agreements herein and in order to induce the Lenders to make and
maintain the Loans pursuant to the Financing Agreement, each Grantor hereby
jointly and severally agrees with the Administrative Agent, for the benefit of
the Lenders, as follows:


 


SECTION 1.         Definitions.


 


(a)           Reference is hereby made to the Financing Agreement for a statement of
the terms thereof.  All terms used in
this Agreement and the recitals hereto which are defined in the Financing
Agreement or in Article 9 of the Uniform Commercial Code (the “Code”)
as in effect from time to time in the State of New York and which are not
otherwise defined herein shall have the same meanings herein as set forth
therein.


 


SCHEDULE IV OF THIS SECURITY AGREEMENT CONTAINS
MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED.  SUCH OMITTED MATERIAL IS
INDICATED BY “[***].”  ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 

















 


(b)           The following terms shall have the respective meanings provided for in
the Code: “Accounts”, “Account Debtor”, “Cash Proceeds”, “Chattel Paper”, “Commercial
Tort Claim”, “Commodity Account”, “Commodity Contracts”, “Deposit Account”, “Documents”,
“Electronic Chattel Paper”, “Equipment”, “Fixtures”, “General Intangibles”, “Goods”,
“Instruments”, “Inventory”, “Investment Property”, “Letter of Credit”, “Letter-of-Credit
Rights”, Noncash Proceeds”, “Payment Intangibles”, “Proceeds”, “Promissory
Notes”, “Record”, “Security Account”, “Software”, “Supporting Obligations” and “Tangible
Chattel Paper”.


 


(c)           As used in this Agreement, the following terms shall have the respective
meanings indicated below, such meanings to be applicable equally to both the
singular and plural forms of such terms:


 


“Control” means the manner in which “control”
is achieved under the Code with respect to a particular item of Collateral.


 


“Copyright Licenses” means all licenses, contracts
or other agreements, whether written or oral, naming any Grantor as licensee or
licensor and providing for the grant of any right to use or sell any works
covered by any copyright (including, without limitation, all Copyright Licenses
set forth in Schedule II hereto).


 


“Copyrights” means (i) all domestic and
foreign copyrights, whether registered or not, including, without limitation,
all copyright rights throughout the universe (whether now or hereafter arising)
in any and all media (whether now or hereafter developed), in and to all
original works of authorship fixed in any tangible medium of expression,
acquired or used by any Grantor (including, without limitation, all copyrights
described in Schedule II hereto), (ii) all applications,
registrations and recordings thereof (including, without limitation,
applications, registrations and recordings in the United States Copyright
Office or in any similar office or agency of the United States or any other
country or any political subdivision thereof), (iii) all reissues,
divisions, continuations, continuations in part and extensions or renewals
thereof, (iv) all income, royalties, damages and payments now or hereafter
due and/or payable under any of the foregoing or with respect to any of the
foregoing, including damages or payments for past, present or future
infringements of any of the foregoing and (v) the right to sue for past,
present or future infringements of any of the foregoing.


 


“Excluded Deposit Accounts” means all
deposit accounts of each Grantor other than Specified Deposit Accounts, all of
which deposit accounts are listed as such on Schedule IV hereto.


 


“Intellectual Property” means the
Copyrights, Trademarks and Patents.


 


“Licenses” means the Copyright Licenses, the
Trademark Licenses and the Patent Licenses.


 


“Patent Licenses” means all licenses,
contracts or other agreements, whether written or oral, naming any Grantor as
licensee or licensor and providing for the grant of any right to manufacture,
use or sell any invention covered by any Patent (including, without limitation,
all Patent Licenses set forth in Schedule II hereto).


 


“Patents” means (i) all domestic and
foreign letters patent (and the inventions and improvements described and
claimed therein), design patents, utility patents, industrial designs,
inventions, trade secrets, ideas, concepts, methods, techniques, processes,
proprietary information, technology, know-how, formulae, rights of publicity
and other General Intangibles of like nature, 


 


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now existing or hereafter.  acquired (including, without limitation, all
domestic and foreign letters patent (and the inventions and improvements
described and claimed therein), design patents, utility patents, industrial
designs, inventions, trade secrets, ideas, concepts, methods, techniques,
processes, proprietary information, technology, know-how and formulae described
in Schedule II hereto), (ii) all applications, registrations
and recordings thereof (including, without limitation, applications,
registrations and recordings in the United States Patent and Trademark Office,
or in any similar office or agency of the United States or any other country or
any political subdivision thereof), (iii) all reissues, divisions,
continuations, continuations in part and extensions or renewals thereof,
(iv) all income, royalties, damages and payments now and/or hereafter due
and payable under any of the foregoing or with respect to any of the foregoing,
including, without limitation, damages and payments for past, present and
future infringements of any of the foregoing and (v) the right to sue for
past, present and future infringements of any of the foregoing.


 


“Specified Deposit Account” shall mean one
or more deposit accounts described as such on Schedule IV hereto,
all of which deposit accounts are subject to a control agreement in form and
substance reasonably satisfactory to the Administrative Agent


 


“Trademark Licenses” means all licenses,
contracts or other agreements, whether written or oral, naming any Grantor as
licensor or licensee and providing for the grant of any right concerning any
Trademark, together with any goodwill connected with and symbolized by any such
trademark licenses, contracts or agreements and the right to prepare for sale
or lease and sell or lease any and all Inventory now or hereafter owned by any
Grantor and now or hereafter covered by such licenses (including, without
limitation, all Trademark Licenses described in Schedule II
hereto).


 


“Trademarks” means (i) all domestic and
foreign trademarks, service marks, collective marks, certification marks, trade
names, corporate names, company names, business names, fictitious business
names, internet domain names, trade styles, designs, logos and other source or
business identifiers and all general intangibles of like nature, now or
hereafter owned, adopted, acquired or used by any Grantor (including, without
limitation, all domestic and foreign trademarks, service marks, collective
marks, certification marks, trade names, business names, d/b/a’s, Internet
domain names, trade styles, designs, logos and other source or business
identifiers described in Schedule II hereto), (ii) all
applications, registrations and recordings thereof (including, without
limitation, applications, registrations and recordings in the United States
Patent and Trademark Office or in any similar office or agency of the United
States, any state thereof or any other country or any political subdivision
thereof), (iii) all reissues, extensions or renewals thereof, together
with all goodwill of the business symbolized by such marks and all customer
lists, formulae and other Records of any Grantor relating to the distribution
of products and services in connection with which any of such marks are used,
(iv) all income, royalties, damages and payments now and/or hereafter due
and payable under any of the foregoing or with respect to any of the foregoing,
including, without limitation, damages and payments for past, present and
future infringements of any of the foregoing and (v) the right to sue for
past, present and future infringements of any of the foregoing.


 


SECTION 2.         Grant of Security Interest.  As collateral security for the payment,
performance and observance of all of the Obligations (as defined in Section 3
hereof), each Grantor hereby pledges and assigns to the Administrative Agent,
and grants to the Administrative Agent for the benefit of the Lenders and other
holders of Obligations a continuing security interest in, right of setoff
against and an assignment to the Administrative Agent of, all personal property
and rights to personal property of such Grantor, in each case wherever located
and whether now or hereafter 


 


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existing and whether now
owned or hereafter acquired fired, of every kind and description, tangible or
intangible, including, without limitation, the following (all being referred to
as the “Collateral”):


 


(a)           all Accounts;


 


(b)           all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel
Paper);


 


(c)           the Commercial Tort Claims specified on Schedule VI hereto;


 


(d)           all Deposit Accounts, all cash, and all other property from time to time
deposited therein and the monies and property in the possession or under the
control of the Administrative Agent or any Lender or any affiliate,
representative, agent or correspondent of the Administrative Agent or any
Lender;


 


(e)           all Documents;


 


(f)            all Equipment;


 


(g)           all Fixtures;


 


(h)           all General Intangibles (including, without limitation, all Payment
Intangibles);


 


(i)            all Goods;


 


(j)            all Instruments (including, without limitation, Promissory Notes);


 


(k)           all Inventory;


 


(l)            all Investment Property;


 


(m)          all Copyrights, Patents and Trademarks, and all Licenses;


 


(n)           all Letter-of-Credit Rights;


 


(o)           all Software;


 


(p)           all Supporting Obligations;


 


(q)           all other tangible and intangible personal property of such Grantor
(whether or not subject to the Code), including, without limitation, all bank
and other accounts and all cash and all investments therein, all Proceeds,
products, offspring, accessions, rents, profits, income, benefits,
substitutions and replacements of and to any of the property of such Grantor
described in the preceding clauses of this Section 2 (including,
without limitation, any proceeds of insurance thereon and all causes of action,
claims and warranties now or hereafter held by such Grantor in respect of any
of the items listed above), and all books, correspondence, files and other
Records, including, without limitation, all tapes, desks, cards, Software, data
and computer programs in the possession or under the control of such Grantor or
any other Person from time to time acting for such Grantor that at any time
evidence or contain information relating to any of the property described in 


 


4

















 


the preceding clauses of
this Section 2 or are otherwise necessary or helpful in the
collection or realization thereof; and


 


(r)            all Proceeds, including all Cash Proceeds and Noncash Proceeds, and
products of any and all of the foregoing Collateral;


 


in each case howsoever such Grantor’s interest
therein may arise or appear (whether by ownership, security interest, claim or
otherwise).


 


SECTION 3.         Security for Obligations.  The security interest created hereby in the
Collateral constitutes continuing collateral security for the payment,
performance and observance of all of the Obligations, including, but not
limited to the following, whether now existing or hereafter incurred:


 


(a)           the prompt payment by each Grantor, as and when due and payable (by
scheduled maturity, required prepayment, acceleration, demand or otherwise), of
all amounts from time to time owing by it in respect of the Financing Agreement
and/or the other Loan Documents, whether now existing or hereafter created or
arising under the Financing Agreement and/or the other Loan Documents and all
renewals, extensions, restructurings, refinancings or increases related to such
amounts, including, without limitation, (i) principal of and interest on
the Loans (including, without limitation, all interest that accrues after the
commencement of any Insolvency Proceeding of any Grantor, whether or not the
payment of such interest is unenforceable or is not allowable due to the
existence of such Insolvency Proceeding), (ii) in the case of a Guarantor,
all amounts from time to time owing by such Grantor in respect of its guaranty
made pursuant to Article 10 of the Financing Agreement or under any other
Guaranty to which it is a party, including all obligations guaranteed by such
Grantor, (iii) all fees, commissions, expense reimbursements,
indemnifications and all other amounts due or to become due under any Loan
Document and (iv) all other “Obligations” (as defined in the
Financing Agreement); and


 


(b)           the due performance and observance by each Grantor of all of its other
obligations from time to time existing in respect of the Loan Documents.


 


SECTION 4.         Representations and Warranties.  Each Grantor jointly and severally represents
and warrants as follows (in each case, after giving pro forma effect to the
Body Shop Acquisition and the effectiveness of the Closing Date Joinder
Agreement):


 


(a)           There is no pending or, to the best knowledge of any Grantor, threatened
action, suit, proceeding or claim affecting any Grantor or to which any of the
properties of any Grantor is subject, before any Governmental Authority or any
arbitrator, or any order, judgment or award by any Governmental Authority or
arbitrator, that may adversely affect the grant by any Grantor, or the
perfection, of the security interest purported to be created hereby in the
Collateral, or the exercise by the Administrative Agent of any of its rights or
remedies hereunder.


 


(b)           All Equipment, Fixtures, Goods and Inventory now existing is, as of the
date hereof, located at the addresses specified therefor in Schedule III
hereto (and none of such locations are leased by such Grantor as lessee except
as designated on Schedule III hereto).  Each Grantor’s chief place of business and
chief executive office, the place where such Grantor keeps its Records
concerning Accounts and all originals of all Chattel Paper are located at the
addresses specified therefor in Schedule III hereto.  None of the Accounts is evidenced by
Promissory Notes or other 


 


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Instruments except for
Promissory Notes evidencing aggregate indebtedness of not more than
$250,000.  Set forth in Schedule IV
hereto is a complete and accurate list, as of the date of this Agreement, of
each Deposit Account, Securities Account and Commodities Account of each
Grantor, together with the name and address of each institution at which each
such Account is maintained, the account number for each such Account and a
description of the purpose of each such Account.  Set forth in Schedule I hereto is
a complete and correct list of each trade name used by each Grantor and the
name of, and each trade name used by, each person from which such Grantor has
acquired any substantial part of the Collateral.


 


(c)           Each Grantor has delivered to the Administrative Agent complete and
correct copies of each License described in Schedule II hereto,
including all schedules and exhibits thereto, which represents all of the
Licenses existing on the date of this Agreement.  Each such License sets forth the entire
agreement and understanding of the parties thereto relating to the subject
matter thereof, and there are no other agreements, arrangements or
understandings, written or oral, relating to the matters covered thereby or the
rights of any Grantor or any of its affiliates in respect thereof.  Each License now existing is, and each other
License will be, the legal, valid and binding obligation of the parties
thereto, enforceable against such parties in accordance with its terms.  No default thereunder by any such party
exists, nor does any defense, offset, deduction or counterclaim exist
thereunder in favor of any such party.


 


(d)           The Grantors own and control, or otherwise possesses adequate rights to
use, all Trademarks, Patents and Copyrights, which are the only trademarks,
patents, copyrights, inventions, trade secrets, proprietary information and
technology, know-how, formulae and rights of publicity necessary to conduct its
business in substantially the same manner as conducted as of the date
hereof.  Schedule II hereto
sets forth a true and complete list of all Intellectual Property and Licenses
owned or used by each Grantor as of the date hereof.  All such Intellectual Property is subsisting
and in full force and effect, has not been adjudged invalid or unenforceable,
is valid and enforceable and has not been abandoned in whole or in part.  Except as set forth in Schedule II,
no such Intellectual Property is the subject of any licensing or franchising
agreement.  No Grantor has any knowledge
of any conflict with the rights of others to any Intellectual Property and, to
the best knowledge of each Grantor, no Grantor is now infringing or in conflict
with any such rights of others in any material respect, and to the best
knowledge of each Grantor, no other Person is now infringing or in conflict in
any material respect with any such properties, assets and rights owned or used
by any Grantor.  No Grantor has received
any notice that it is violating or has violated the trademarks, patents,
copyrights, inventions, trade secrets, proprietary information and technology,
know-how, formulae, rights of publicity or other intellectual property rights
of any third party.


 


(e)           The Grantors are and will be at all times the sole and exclusive owners
of, or otherwise have and will have adequate rights in, the Collateral free and
clear of any Lien except for (i) the Lien created by this Agreement and
(ii) the Permitted Liens.  No
effective financing statement or other instrument similar in effect covering
all or any part of the Collateral is on file in any recording or filing office
except (A) such as may have been filed in favor of the Administrative
Agent relating to this Agreement and (B) such as may have been filed to
perfect or protect any security interests or Liens permitted by the Financing
Agreement.  Except as disclosed on Schedule III
hereto, none of the Collateral is in the possession of any consignee, bailee,
warehouseman, agent or processor.  No
other Person has Control of the Collateral.


 


(f)            The exercise by the Administrative Agent of any of its rights and
remedies hereunder and in accordance herewith will not contravene any law or
any contractual restriction 


 


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binding on or otherwise
affecting any Grantor or any of its properties and will not result in or
require the creation of any Lien upon or with respect to any of its properties.


 


(g)           No authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority or other regulatory body, or any other
Person, is required for (i) the grant by any Grantor, or the perfection,
of the security interest purported to be created hereby in the Collateral or
(ii) the exercise by the Administrative Agent of any of its rights and
remedies hereunder, except (A) for the filing under the Uniform Commercial
Code as in effect in the applicable jurisdiction of the financing statements
described in Schedule V hereto, all of which financing statements
have been duly filed and are in full force and effect, (B) with respect to
the perfection of the security interest created hereby in the United States
Intellectual Property, for the recording of the appropriate Assignment for
Security, substantially in the form of Exhibit A hereto in the
United States Patent and Trademark Office or the United States Copyright
Office, as applicable, (C) with respect to the perfection of the security
interest created hereby in foreign Intellectual Property and Licenses, for registrations
and filings in jurisdictions located outside of the United States and covering
rights in such jurisdictions relating to the Intellectual Property and
Licenses, and (D) with respect to the perfection of the security interest
created hereby in Titled Collateral (as defined herein), for the submission of
an appropriate application requesting that the Lien of the Administrative Agent
be noted on the certificate of title or ownership, completed and authenticated
by the applicable Grantor, together with the certificate of title, with respect
to such Titled Collateral, to the appropriate state agency.


 


(h)           This Agreement creates in favor of the Administrative Agent a legal,
valid and enforceable security interest in the Collateral, as security for the
Obligations.               The Administrative Agent’s having possession of all cash constituting
Collateral from time to time and Control of all Collateral where Control is the
sole means of perfection, the recording of the appropriate Assignment for
Security executed pursuant hereto in the United States Patent and Trademark
Office and the United States Copyright Office, as applicable, the submission of
an appropriate application requesting that the Lien of the Administrative Agent
be noted on the certificate of title or ownership, completed and authenticated
by the applicable Grantor, together with the certificate of title or ownership,
with respect to any Titled Collateral, to the applicable state agency, and the
filing of the financing statements described in Schedule V hereto
and, with respect to the Intellectual Property hereafter existing and not
covered by an appropriate Assignment for Security, the recording in the United
States Patent and Trademark Office or the United States Copyright Office, as
applicable, of appropriate instruments of assignment, result in the perfection
of such security interests.  Such
security interests are, or in the case of Collateral in which any Grantor
obtains rights after the date hereof, will be, perfected, first priority
security interests, subject only to the Permitted Liens and the recording of
such instruments of assignment, and the Administrative Agent shall be entitled
to all of the rights, priorities and benefits afforded by the Code or other
applicable law as enacted in any jurisdiction which relates to perfected
security interests.  Such recordings and
filings and all other action necessary or desirable to perfect and protect such
security interest have been (or simultaneously with the closing of the
transactions contemplated by the Financing Agreement will be) duly taken and,
with respect to Collateral obtained after the date hereof, will be taken.


 


(i)            No Grantor holds any Commercial Tort Claims or is aware of any such
pending claims, except for such claims described in Schedule VI.


 


(j)            No Grantor holds Chattel Paper in the ordinary course of its business.


 


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(k)           All Inventory is of good and merchantable quality, free from any
defects, such Inventory is not subject to any licensing, patent, trademark,
trade name or copyright agreement with any Person that restricts any Grantor’s
ability, to manufacture and/or sell the Inventory.  The completion and manufacturing process of
such Inventory by a Person other than the applicable Grantor would be permitted
under any contract to which such Grantor is a party or to which the Inventory
is subject.  None of the Inventory of any
Grantor has been or will be produced in violation of any provision of the Fair
Labor Standards Act of 1938, as amended, or in violation of any other law.


 


(l)            All information heretofore, herein or hereafter supplied to the
Administrative Agent by or on behalf of any Grantor with respect to the
Collateral is and will be accurate and complete in all material respects.


 


SECTION 5.         Covenants as to the Collateral.  So long as any of the Obligations shall
remain outstanding and all Commitments shall not have expired or terminated,
unless the Administrative Agent shall otherwise consent in writing:


 


(a)           Further Assurances.  Each Grantor will at its expense, at any time
and from time to time, promptly execute and deliver all further instruments and
documents and take all further action that may be reasonably necessary or that
the Administrative Agent may reasonably request in order to (i) perfect
and protect the security interest purported to be created hereby;
(ii) enable the Administrative Agent to exercise and enforce its rights
and remedies hereunder in respect of the Collateral; or (iii) otherwise
effect the purposes of this Agreement, including, without limitation:
(A) marking conspicuously all Chattel Paper and each License and, at the
request of the Administrative Agent, each of its Records pertaining to the
Collateral with a legend, in faun and substance satisfactory to the
Administrative Agent, indicating that such Chattel Paper, License or Collateral
is subject to the security interest created hereby, (B) if any Account
shall be evidenced by Promissory Notes or other Instruments or Chattel Paper,
in an aggregate face amount exceeding $250,000, delivering and pledging to the
Administrative Agent hereunder such Promissory Notes, Instruments or
Chattel Paper, duly endorsed and accompanied by executed instruments of
transfer or assignment, all in form and substance satisfactory to the
Administrative Agent, (C) executing and filing (to the extent, if any,
that such Grantor’s signature is required thereon) or authenticating the filing
of, such financing or continuation statements, or amendments thereto, as may be
necessary or desirable or that the Administrative Agent may reasonably request
in order to perfect and preserve the security interest purported to be created
hereby, (D) furnishing to the Administrative Agent from time to time
statements and schedules further identifying and describing the Collateral and
such other reports in connection with the Collateral as the Administrative
Agent may reasonably request, all in reasonable detail, (E) if any
Collateral with a fair market value in excess of $250,000 shall be in the possession
of a third party, notifying such Person of the Administrative Agent’s security
interest created hereby and obtaining a written acknowledgment from such Person
that such Person holds possession of the Collateral for the benefit of the
Administrative Agent, which such written acknowledgement shall be in form and
substance reasonably satisfactory to the Administrative Agent, (F) if at
any time after the date hereof, any Grantor acquires or holds any Commercial
Tort Claim, immediately notifying the Administrative Agent in a writing signed
by such Grantor setting forth a brief description of such Commercial Tort Claim
and granting to the Administrative Agent a security interest therein and in the
proceeds thereof, which writing shall incorporate the provisions hereof and
shall be in form and substance satisfactory to the Administrative Agent,
(G) upon the acquisition after the date hereof by any Grantor of any
Titled Collateral (other than an item of Equipment that is subject to a
purchase money security interest permitted by Section 7.02(a) of the 


 


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Financing Agreement),
causing the Administrative Agent to be listed as the lienholder on such
certificate of title or ownership and delivering evidence of the same to the
Administrative Agent in accordance with the Financing Agreement and
(H) taking all actions required by any earlier versions of the Uniform
Commercial Code or by other law, as applicable, in any relevant Uniform
Commercial Code jurisdiction, or by other law as applicable in any foreign
jurisdiction.


 


(b)           Location of Equipment, Fixtures, Goods and Inventory.  Each Grantor will keep all
Equipment, Fixtures, Goods and Inventory (other than used Equipment and
Inventory sold in the ordinary course of business in accordance with Section 5(g) hereof)
at the locations specified therefor in Section 4(g) hereof or,
upon not less than thirty (30) days’ prior written notice to the Administrative
Agent accompanied by new Schedules III and V hereto
indicating each new location of such Collateral, at such other locations in the
continental United States as the Grantors may elect, provided that (i) all
action has been taken to grant to the Administrative Agent a perfected, first
priority security interest in such Collateral (subject only to Permitted
Liens), and (ii) the Administrative Agent’s rights in such Collateral,
including, without limitation, the existence, perfection and priority of the
security interest created hereby in such Collateral, are not adversely affected
thereby.  No collateral shall at any time
be in the possession or control of any warehouseman, bailee or any of Grantors’
agents or processors without the Administrative Agent’s prior written consent
and unless the Administrative Agent, if the Administrative Agent has so
requested, has received warehouse receipts or bailee lien waivers satisfactory
to the Administrative Agent prior to the commencement of such possession or
control.  Each Grantor shall, upon the request
of the Administrative Agent, notify any such warehouseman, bailee, agent or
processor of the security interests granted pursuant to this Agreement, shall
instruct such Person to hold all such Collateral for the Administrative Agent’s
account subject to the Administrative Agent’s instructions and shall obtain an
acknowledgement from such Person that such Person holds the Collateral with a
fair market value in excess of $250,000 for the Administrative Agent’s benefit.


 


(c)           Condition of Equipment.  Each Grantor will maintain or cause the Equipment
to be maintained and preserved in good condition, repair and working order as
when acquired and in accordance with any manufacturer’s manual, ordinary wear
and tear excepted, and will forthwith, or in the case of any loss or damage to
any Equipment as quickly as practicable after the occurrence thereof, make or
cause to be made all repairs, replacements and other improvements in connection
therewith which are necessary or desirable, consistent with past practice, or
which the Administrative Agent may reasonably request to such end.  Each Grantor will promptly furnish to the
Administrative Agent a statement describing in reasonable detail any loss or
damage in excess of $250,000 to any Equipment.


 


(d)           Taxes, Etc.  Each Grantor jointly and severally agrees to
pay promptly when due all property and other taxes, assessments and
governmental charges or levies imposed upon, and all claims (including claims
for labor, materials and supplies) against, the Collateral, except to the
extent the validity thereof is being contested in good faith by proper
proceedings which stay the imposition of any penalty, fine or Lien resulting
from the non-payment thereof and with respect to which adequate reserves in
accordance with GAAP have been set aside for the payment thereof.


 


(e)           Insurance.  Each Grantor will, at its own expense,
maintain insurance in accordance with the requirements of the Financing
Agreement.


 


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(f)            Provisions Concerning the Accounts and the Licenses.


 


(i)            Each Grantor will (A) give the Administrative Agent at least 30
days’ prior written notice of any change in such Grantor’s name, identity or
organizational structure, (B) maintain its jurisdiction of incorporation
as set forth in Section 4(b) hereto, (C) immediately
notify the Administrative Agent upon obtaining an organizational identification
number, if on the date hereof such Grantor did not have such identification
number, and (D) keep adequate records concerning the Accounts and Chattel
Paper and permit representatives of the Administrative Agent pursuant to the
terms of the Financing Agreement to inspect and make abstracts from such
Records and Chattel Paper.


 


(ii)           Each Grantor will, except as otherwise provided in this subsection (f),
continue to collect, at its own expense, all amounts due or to become due under
the Accounts.  In connection with such
collections, each Grantor may (and, upon the occurrence and during the
continuance of an Event of Default, at the Administrative Agent’s direction,
will) take such action as such Grantor or the Administrative Agent may deem
necessary or advisable to enforce collection or performance of the Accounts; provided,
however, that the Administrative Agent shall have the right at any time,
upon the occurrence and during the continuance of an Event of Default, to
notify the Account Debtors or obligors under any Accounts of the assignment of
such Accounts to the Administrative Agent and to direct such Account Debtors or
obligors to make payment of all amounts due or to become due to such Grantor
thereunder, or otherwise render performance, directly to the Administrative
Agent or its designated agent and, upon such notification and at the expense of
such Grantor and to the extent permitted by law, to enforce collection of any
such Accounts and to adjust, settle or compromise the amount or payment
thereof, or exercise the rights of such Grantor with respect to the obligation
of the Account Debtor to make payment or otherwise render performance to such
Grantor and with respect to any property that secures the obligations of the
Account Debtor or any other Person obligated on the Collateral, in the same
manner and to the same extent as such Grantor might have done.  After receipt by any Grantor of a notice from
the Administrative Agent that the Administrative Agent has notified, intends to
notify, or has enforced or intends to enforce a Grantor’s rights against the
Account Debtors or obligors under any Accounts as referred to in the proviso to
the immediately preceding sentence, (A) all amounts and proceeds
(including Instruments) received by such Grantor in respect of the Accounts
shall be received in trust for the benefit of the Administrative Agent hereunder,
shall be segregated from other funds of such Grantor and shall be forthwith
paid over to the Administrative Agent in the same form as so received (with any
necessary endorsement) to be held as cash collateral and either
(i) credited to the Loan Account so long as no Event of Default shall have
occurred and be continuing or (ii) if an Event of Default shall have
occurred and be continuing, applied as specified in Section 7(b) hereof.  No Grantor will adjust, settle or compromise
the amount or payment of any Account or release wholly or partly any Account
Debtor or obligor thereof or allow any credit or discount thereon (other than
credits and discounts allowed in the ordinary course of business and in amounts
consistent with past practices) without the prior written consent of the
Administrative Agent.  In addition, upon
the occurrence and during the continuance of an Event of Default, the
Administrative Agent may (in its sole and absolute discretion) direct any or
all of the banks and financial institutions with which any Grantor either
maintains a Deposit Account or a lockbox or deposits the proceeds of any
Accounts to send immediately to the Administrative Agent by wire transfer (to
such account as the Administrative Agent shall specify, or in such other manner
as the Administrative Agent shall direct) all or a portion of such securities,
cash, investments and other items held by such institution.  Any such securities, cash, investments and
other items so received by the Administrative Agent shall (in 


 


10

















 


the sole and absolute
discretion of the Administrative Agent) be held as additional Collateral for
the Obligations or distributed in accordance with Section 7 hereof.


 


(iii)          Upon the occurrence and during the continuance of any breach or default
under any License referred to in Schedule II hereto by any party
thereto other than a Grantor which, singly or in the aggregate with all other
then existing such breaches and defaults, could reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect,
(A) the relevant Grantor will, promptly after obtaining knowledge thereof,
give the Administrative Agent written notice of the nature and duration
thereof, specifying what action, if any, it has taken and proposes to take with
respect thereto, (B) no Grantor will, without the prior written consent of
the Administrative Agent, declare or waive any such breach or default or
affirmatively consent to the cure thereof or exercise any of its remedies in
respect thereof, and (C) each Grantor will, upon written instructions from
the Administrative Agent and at such Grantor’s expense, take such action as the
Administrative Agent may deem necessary or advisable in respect thereof.


 


(iv)          Each Grantor will, at its expense, promptly deliver to the
Administrative Agent a copy of each notice or other communication received by
it by which any other party to any License referred to in Schedule II
hereto purports to exercise any of its rights or affect any of its obligations
thereunder which, singly or in the aggregate with all other such notices or
other communications, could reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect, together with a copy of any reply
by such Grantor thereto.


 


(v)           In the ordinary course of its business and consistent with past
practices, each Grantor will promptly and diligently exercise each right which
it may have under each License (other than any right of termination) and will duly
perform and observe in all respects all of its obligations under each License
and will take all action necessary to maintain the Licenses in full force and
effect.  No Grantor will, without the
prior written consent of the Administrative Agent, cancel, terminate, amend or
otherwise modify in any respect, or waive any provision of, any License
referred to in Schedule II hereto which, singly or in the aggregate
with all other modifications, could reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.


 


(g)           Transfers and Other Liens.


 


(i)            Except to the extent expressly permitted by Section 7.02(c)(ii) of
the Financing Agreement, no Grantor will sell, assign (by operation of law or
otherwise), lease, license, exchange or otherwise transfer or dispose of any of
the Collateral.


 


(ii)           Except to the extent expressly permitted by Section 7.02(a) of
the Financing Agreement, no Grantor will create, suffer to exist or grant any
Lien upon or with respect to any Collateral.


 


(h)           Intellectual Property.


 


(i)            If applicable, each Grantor has duly executed and delivered the
applicable Assignment for Security in the form attached hereto as Exhibit A.  Each Grantor (either itself or through
licensees) will, and will cause each licensee thereof to, take all action
necessary to maintain all of the Intellectual Property in full force and
effect, including, without limitation, using the proper statutory notices and
markings and using the Trademarks on each applicable trademark class of goods
in order to so maintain the Trademarks in full force free from any claim of 


 


11

















 


abandonment for non-use,
and no Grantor will (nor permit any licensee thereof to) do any act or
knowingly omit to do any act whereby any Intellectual Property may become
invalidated; provided, however, that so long as no Event of
Default has occurred and is continuing, no Grantor shall have an obligation to
use or to maintain any Intellectual Property (A) that relates solely to
any product or work, that has been, or is in the process of being,
discontinued, abandoned or terminated, (B) that is being replaced with
Intellectual Property substantially similar to the Intellectual Property that
may be abandoned or otherwise become invalid, so long as the failure to use or
maintain such Intellectual Property does not materially adversely affect the
validity of such replacement Intellectual Property and so long as such
replacement Intellectual Property is subject to the Lien created by this
Agreement or (C) that is substantially the same as another Intellectual
Property that is in full force, so long the failure to use or maintain such
Intellectual Property does not materially adversely affect the validity of such
replacement Intellectual Property and so long as such other Intellectual
Property is subject to the Lien and security interest created by this
Agreement.  Each Grantor will cause to be
taken all necessary steps in any proceeding before the United States Patent and
Trademark Office and the United States Copyright Office or any similar office
or agency in any other country or political subdivision thereof to maintain
each registration of the Intellectual Property (other than the Intellectual
Property described in the proviso to the immediately preceding sentence),
including, without limitation, filing of renewals, affidavits of use,
affidavits of incontestability and opposition, interference and cancellation
proceedings and payment of maintenance fees, filing fees, taxes or other governmental
fees.  If any Intellectual Property is
infringed, misappropriated, diluted or otherwise violated in any material
respect by a third party, the Grantors shall (x) upon learning of such
infringement, misappropriation, dilution or other violation, promptly notify
the Administrative Agent and (y) to the extent the Grantors shall deem
appropriate under the circumstances or as the Administrative Agent shall
reasonably request, promptly sue for infringement, misappropriation, dilution
or other violation, seek injunctive relief where appropriate and recover any
and all damages for such infringement, misappropriation, dilution or other
violation, or take such other actions as the Grantors shall deem appropriate
under the circumstances or as the Administrative Agent shall reasonably request
to protect such Intellectual Property. 
Each Grantor shall furnish to the Administrative Agent from time to time
(but, unless an Event of Default has occurred and is continuing, no more
frequently than quarterly) statements and schedules further identifying and
describing the Intellectual Property and Licenses and such other reports in
connection with the Intellectual Property and Licenses as the Administrative
Agent may reasonably request, all in reasonable detail and promptly upon
request of the Administrative Agent, following receipt by the Administrative
Agent of any such statements, schedules or reports, the Grantors shall modify
this Agreement by amending Schedule II hereto to include any
Intellectual Property or License, as the case may be, which becomes part of the
Collateral under this Agreement and shall execute and authenticate such
documents and do such acts as shall be necessary or, in the judgment of the
Administrative Agent, desirable to subject such Intellectual Property and
Licenses to the Lien and security interest created by this Agreement.  Notwithstanding anything herein to the
contrary, upon the occurrence and during the continuance of an Event of
Default, no Grantor may abandon or otherwise permit any Intellectual Property
to become invalid without the prior written consent of the Administrative
Agent, and if any Intellectual Property is infringed, misappropriated, diluted
or otherwise violated in any material respect by a third party, the Grantors will
take such action as the Administrative Agent shall deem appropriate under the
circumstances in its sole and absolute discretion to protect such Intellectual
Property.


 


(ii)           In no event shall any Grantor, either itself or through any agent,
employee, licensee or designee, file an application for the registration of any
Trademark or Copyright or the issuance of any Patent with the United States
Patent and Trademark Office or the United States 


 


12

















 


Copyright Office, as
applicable, or in any similar office or agency of the United States or any
country or any political subdivision thereof unless it gives the Administrative
Agent written notice thereof within five (5) days before or after such
filing.  Upon request of the
Administrative Agent, each Grantor shall execute, authenticate and deliver any
and all assignments, agreements, instruments, documents and papers as the
Administrative Agent may reasonably request to evidence the Administrative
Agent’s security interest hereunder in such Intellectual Property and the
General Intangibles of such Grantor relating thereto or represented thereby,
and each Grantor hereby appoints the Administrative Agent its attorney-in-fact
to execute and/or authenticate and file all such writings for the foregoing
purposes, all acts of such attorney being hereby ratified and confirmed, and
such power (being coupled with an interest) shall be irrevocable until the
termination of all Commitments, the repayment of all of the Obligations in full
and the termination of each of the Loan Documents.


 


(i)            Deposit, Commodities and Securities Accounts.


 


(i)            On or prior to the date hereof, each Grantor shall cause each bank and
other financial institution with which such Grantor maintains any Specified
Deposit Account to execute and deliver to the Administrative Agent a control
agreement, in form and substance reasonably satisfactory to the Administrative
Agent, duly executed by such Grantor and such bank or financial institution, or
enter into other arrangements in form and substance satisfactory to the
Administrative Agent, pursuant to which such institution shall irrevocably
agree, inter alia, that (i) it will comply at any time with the
instructions originated by the Administrative Agent to such bank or financial
institution directing the disposition of cash, Commodity Contracts, securities, Investment
Property and other items from time to time credited to such account, without
further consent of such Grantor, which instructions the Administrative Agent
will not give to such bank or other financial institution in the absence of the
occurrence and continuance of an Event of Default, (ii) all cash,
Commodity Contracts, securities, Investment Property and other items of
such Grantor deposited with such institution shall be subject to a perfected,
first priority security interest in favor of the Administrative Agent,
(iii) any right of set off, banker’s Lien or other similar Lien, security
interest or encumbrance shall be fully waived as against the Administrative
Agent, and (iv) upon receipt of written notice from the Administrative
Agent during the continuance of an Event of Default, such bank or financial
institution shall immediately send to the Administrative Agent by wire transfer
(to such account as the Administrative Agent shall specify, or in such other
manner as the Administrative Agent shall direct) all such cash, the value of
any Commodity Contracts, securities, Investment Property and other items
held by it.  Without five
(5) Business Days’ prior written notice to the Administrative Agent, no
Grantor shall make or maintain any Deposit Account, Commodity Account or
Securities Account except for the accounts set forth in Schedule IV
hereto or an update thereof; provided, however, that a Grantor may
establish and maintain additional Excluded Deposit Accounts so long as such
Grantor provides written notice of such account or an update to Schedule IV
hereto to the Administrative Agent within five (5) days of opening such
account and a Grantor may establish and maintain additional Specified Deposit
Accounts so long as such additional Specified Deposit Accounts are subject to a
control agreement as provided above.  The
provisions of this paragraph 5(i) shall not apply to (A) Deposit
Accounts specially and exclusively used for payroll, payroll taxes and other
employee wage and benefit payments to or for the benefit of a Grantor’s
salaried employees; provided, that the funds on deposit in such Deposit
Accounts shall at no time exceed the actual payroll, payroll taxes and other
employee wage and benefit payments then owing by such Grantor, or
(B) account number
                              
in the name of Rinzi Air, L.L.C. 
maintained with Wachovia Bank, N.A.; provided, that the funds on
deposit in such account shall at no time exceed the actual amounts due and
owing by such Grantor in connection with the usage of the interest in a Piaggio
Avanti P-180 aircraft owned as of the Closing Date by Rinzi Air, L.L.C.


 


13

















 


(ii)           Each Deposit Account maintained by each Grantor shall either be a
Specified Deposit Account, subject to a control agreement as provided above, or
shall be an Excluded Deposit Account, in which case, all funds in each Excluded
Deposit Account shall be deposited at least weekly into a Specified Deposit
Account; provided that (A) the balance of the funds maintained in
any Excluded Deposit Account shall not exceed (x) $50,000, at any time
during the period commencing November 15 through and including May 15
of any calendar year, and (y) $20,000, at any other time, and (B) the
aggregate balance of the funds maintained in all Excluded Deposit Accounts
shall not exceed (x) $3,000,000, at any time during the period commencing
November 15 through and including May 15 of any calendar year, and
(y) $2,000,000, at any other time.


 


(iii)          Each Grantor shall direct all Account Debtors to pay all Accounts and
other proceeds of Collateral directly to either a Specified Deposit Account or
an Excluded Deposit Account.  In
addition, Each Grantor shall take all such actions as Administrative Agent in
good faith deems necessary or appropriate to ensure that at all times on and
after the date hereof all cash payments constituting proceeds of Collateral in
the identical form in which such payment was made, whether by cash or check,
are sent directly to either a Specified Deposit Account or an Excluded Deposit
Account.


 


(iv)          Without in any way limiting the immediately preceding clause (i), upon
request by the Administrative Agent, each Grantor shall establish lock-box or
blocked accounts (collectively, “Blocked Accounts”) in such Grantor’s
name with such banks as are acceptable to the Administrative Agent (“Collecting
Banks”), subject to irrevocable instructions in a form specified by the
Administrative Agent, to which the obligors of all Accounts shall, after the
occurrence and during the continuance of an Event of Default, directly remit
all payments on Accounts and in which such Grantor will immediately deposit all
cash payments for Inventory or other cash payments constituting proceeds of
Collateral in the identical form in which such payment was made, whether by
cash or check.  In addition, the
Administrative Agent, for the benefit of the Administrative Agent and Lenders, may,
after the occurrence and during the continuance of an Event of Default,
establish one or more depository accounts at each Collecting Bank or at a
centrally located bank in the name of the Administrative Agent or such Grantor
as customer (collectively, the “Depository Account”).  From and after receipt by any Collecting Bank
of written notice from the. 
Administrative Agent to such Collecting Bank that an Event of Default
has occurred and is continuing, all amounts held or deposited in the Blocked
Accounts held by such Collecting Bank shall be transferred to the Depository
Account.  Subject to the foregoing, each
Grantor hereby agrees that all payments received by the Administrative Agent or
any Lender whether by cash, check, wire transfer or any other instrument, made
to such Blocked Accounts or otherwise received by the Administrative Agent or
any Lender and whether on the Accounts or as Proceeds of other Collateral or
otherwise will be the sole and exclusive property of Lenders.  Each Grantor, and any of its Affiliates,
employees, agents and other Persons acting for or in concert with such Grantor
shall, acting as trustee for the Administrative Agent and Lenders, receive, as
the sole and exclusive property of Lenders, any moneys, checks, notes, drafts or
other payments relating to and/or constituting proceeds of Accounts or other
Collateral which come into the possession or under the control of such Grantor
or any Affiliates, employees, agent, or other Persons acting for or in concert
with such Grantor, and immediately upon receipt thereof, such Grantor or such
Persons shall deposit the same or cause the same to be deposited in kind, in a
Blocked Account.


 


14

















 


(j)            Titled Collateral.


 


(i)            Each Grantor shall (a) cause all Collateral now owned or hereafter
acquired by any Grantor, which under applicable law are required to be
registered, to be properly registered in the name of such Grantor,
(b) cause all Collateral now owned or hereafter acquired by any Grantor,
the ownership of which under applicable law, is evidenced by a certificate of
title or ownership (referred to herein as “Titled Collateral”), to be
properly titled in the name of such Grantor, with the Administrative Agent’s
Lien noted thereon and (c) deliver to the Administrative Agent (or its
custodian) originals of all such certificates of title or ownership for such
Titled Collateral.


 


(ii)           Upon the acquisition after the date hereof by any Grantor of any Titled
Collateral (other than an item of Equipment to be acquired that is subject to a
purchase money security interest permitted by Section 7.02(a) of the
Financing Agreement), such Grantor shall deliver to the Administrative Agent in
accordance with the Financing Agreement, originals of the certificates of title
or ownership for such Titled Collateral, together with the manufacturer’s
statement of origin, and an application duly executed by the appropriate
Grantor to evidence the Administrative Agent’s Lien thereon.


 


(iii)          Each Grantor hereby appoints the Administrative Agent as its
attorney-in-fact, effective the date hereof and terminating upon the
termination of this Agreement, for the purpose of, after the occurrence and
during the continuance of an Event of Default, (A) executing on behalf of
such Grantor title or ownership applications for filing with appropriate state
agencies to enable Titled Collateral to be retitled and the Administrative
Agent listed as lienholder thereof, (B) filing such applications with such
state agencies, and (C) executing such other documents and instruments on
behalf of, and taking such other action in the name of, such Grantor as the
Administrative Agent may deem necessary or advisable to accomplish the purposes
hereof (including, without limitation, for the purpose of creating in favor of
the Administrative Agent a perfected Lien on such Titled Collateral and
exercising the rights and remedies of the Administrative Agent hereunder).  This appointment as attorney-in-fact is
coupled with an interest and is irrevocable until all of the Obligations are
paid in full after all Commitments have been terminated.


 


(iv)          With respect to motor vehicles, any certificates of title or ownership
delivered pursuant to the terms hereof shall be accompanied by odometer
statements for each motor vehicle covered thereby.


 


(v)           So long as no Event of Default shall have occurred and be continuing,
upon the request of any Grantor, the Administrative Agent shall execute and
deliver to such Grantor such instruments as such Grantor shall reasonably
request to remove the notation of the Administrative Agent as lienholder on any
certificate of title for any Titled Collateral; provided that any such
instruments shall be delivered, and the release effective, only upon receipt by
the Administrative Agent of a certificate from such Grantor, stating that such
Titled Collateral, the Lien on which is to be released, is to be sold or has
suffered a casualty loss (with title thereto passing to the casualty insurance
company therefor in settlement of the claim for such loss), the amount that
such Grantor will receive as sale proceeds or insurance proceeds and whether or
not such sale proceeds or insurance proceeds are required by Section 2.05
of the Financing Agreement to be paid to the Administrative Agent to be applied
to the Obligations and, to the extent required by Section 2.05 of the
Financing Agreement, any proceeds of such sale or casualty loss shall be paid
to the Administrative Agent hereunder to be applied to the Obligations then
outstanding.


 


15

















 


(k)           Control.  Each Grantor hereby agrees to take any or all
action that may be necessary or desirable or that the Administrative Agent may
reasonably request in order for the Administrative Agent to obtain Control in
accordance with Sections 9-104, 9-105, 9-106 and 9-107 of the Code with
respect to the following Collateral: (i) Deposit Accounts,
(ii) Electronic Chattel Paper, (ii) Investment Property and
(iii) Letter-of-Credit Rights, in each case if form and substance
acceptable to the Administrative Agent.


 


(l)            Inspection and Reporting.  Each Grantor shall permit the Administrative
Agent, or any agents or representatives thereof or such professionals or other
Persons as the Administrative Agent may designate (i) to examine and make
copies of and abstracts from such Grantor’s records and books of account,
(ii) to visit and inspect its properties, (iii) to verify materials,
leases, notes, Accounts, Inventory and other assets of such Grantor from
time to time, (iii) to conduct audits, physical counts, appraisals and/or
valuations, Phase I and Phase II Environmental Site Assessments or examinations
at the locations of such Grantor and (iv) to discuss such Grantor’s
affairs, finances and accounts with any of its directors, officers, managerial
employees, independent accountants or any of its other representatives, in each
case as provided in the Financing Agreement.


 


(m)          Corporate or Name Change.  Each Grantor will give the Administrative
Agent at least thirty (30) days prior written notice of any change in such
Grantor’s name, identity, mailing address, jurisdiction of organization or
corporate structure.  With respect to any
such change, the applicable Grantor will promptly execute and deliver such
instruments, documents and notices and take such actions, as the Administrative
Agent deems necessary or desirable to create, perfect and protect the security
interests of the Administrative Agent in the Collateral.


 


(n)           Instruments.  Each Grantor will deliver to the Administrative
Agent all Instruments, to the extent the aggregate face amount thereof exceeds
$250,000, duly endorsed and accompanied by duly executed instruments of
transfer or assignment, all in form and substance satisfactory to the
Administrative Agent.  Each Grantor will
also deliver to the Administrative Agent all security agreements securing any
Instruments and execute Uniform Commercial Code financing statement amendments
assigning to the Administrative Agent any Uniform Commercial Code financing
statements filed by such Grantor in connection with such security agreements.


 


(o)           Chattel Paper.  Each Grantor will deliver to the
Administrative Agent all Tangible Chattel Paper, to the extent the aggregate
face amount thereof exceeds $250,000, duly endorsed and accompanied by duly
executed instruments of- transfer or assignment, all in form and substance
satisfactory to the Administrative Agent. 
Each Grantor will also deliver to the Administrative Agent all security
agreements securing any Chattel Paper and execute Uniform Commercial Code
financing statement amendments assigning to the Administrative Agent any
Uniform Commercial Code financing statements filed by such Grantor in
connection with such security agreements. 
Each Grantor will mark conspicuously all Chattel Paper with a legend, in
form and substance satisfactory to the Administrative Agent, indicating that
such Chattel Paper is subject to the security interests granted pursuant to
this Agreement.


 


(p)           Letters of Credit.  Each Grantor will deliver to the Administrative
Agent all Letters of Credit, to the extent the aggregate face amount thereof
exceeds $250,000, duly endorsed and accompanied by duly executed instruments of
transfer or assignment, all in form and substance satisfactory to the
Administrative Agent.  Each Grantor will
also deliver to the Administrative Agent all security agreements securing any
Letters of Credit and execute Uniform Commercial Code 


 


16

















 


financing statement
amendments assigning to the Administrative Agent any Uniform Commercial Code
financing statements filed by such Grantor in connection with such security
agreements.


 


(q)           General Intangibles.  Each Grantor shall use commercially
reasonable efforts to obtain any consents, waivers or agreements necessary to
enable the Administrative Agent to exercise remedies hereunder and under the
other Loan Documents with respect to any of such Grantor’s rights under any
General Intangibles, including such Grantor’s rights as a licensee of Software.


 


(r)            Credit Card Receivables.  All proceeds of credit card receivables shall
be deposited into a Specified Deposit Account. 
No Grantor shall, nor shall any Grantor permit any of its Subsidiaries
to, enter into or amend or modify any credit card processing agreement or
similar agreements or documentation to which it is a party which requires the
counterparties thereto to deliver proceeds of credit card receivables to
deposit accounts other than a Specified Deposit Account.


 


(s)           Collateral Description.  Each Grantor will furnish to the
Administrative Agent, from time to time upon request, statements and schedules
further identifying, updating, and describing the Collateral and such other
information, reports and evidence concerning the Collateral (and in particular
the Accounts) as the Administrative Agent may reasonably request, all in
reasonable detail.


 


(t)            Use of Collateral.  No Grantor will use or permit any Collateral
to be used unlawfully or in violation of any provision of applicable law, or
any policy of insurance covering any of the Collateral.


 


(u)           Records of Collateral.  Each Grantor shall keep full and accurate
books and records relating to its respective portion of the Collateral and
shall stamp or otherwise mark such books and records in such manner as the
Administrative Agent may reasonably request indicating that the Collateral is
subject to the security interests granted to the Administrative Agent under
this Agreement.


 


(v)           Federal Claims.  Each Grantor shall notify the Administrative
Agent of any Collateral which constitutes a claim against the United States
government or any instrumentality or agency thereof, the assignment of which
claim is restricted by federal law.  Upon
the request of the Administrative Agent, each Grantor shall take such steps as
may be necessary to comply with any applicable federal assignment of claims
laws and other comparable laws.


 


SECTION 6.           Additional Provisions Concerning the Collateral.


 


(a)           Each Grantor hereby (i) authorizes the Administrative Agent to file
one or more financing or continuation statements, and amendments thereto,
relating to the Collateral and (ii) ratifies such authorization to the
extent that the Administrative Agent has filed any such financing or
continuation statements, or amendments thereto, prior to the date hereof.  A photocopy or other reproduction of this
Agreement or any financing statement covering the Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law.


 


(b)           Each Grantor hereby irrevocably appoints the Administrative Agent as its
attorney-in-fact and proxy, with full authority in the place and stead of such
Grantor and in the name 


 


17

















 


of such Grantor or
otherwise, after the occurrence and during the continuance of an Event of
Default, in the Administrative Agent’s discretion, to take any action and to
execute any instrument which the Administrative Agent may deem necessary or
advisable to accomplish the purposes of this Agreement (subject to the rights
of a Grantor under Section 5 hereof), including, without
limitation, (i) to obtain and adjust insurance required to be paid to the
Administrative Agent pursuant to Section 5(e) hereof,
(ii) to ask, demand, collect, sue for, recover, compound, receive and give
acquittance and receipts for moneys due and to become due under or in respect
of any Collateral, (iii) to receive, endorse, and collect any drafts or
other Instruments, Documents and Chattel Paper in connection with clause (i) or
(ii) above, (iv) to file any claims or take any action or institute
any proceedings which the Administrative Agent may deem necessary or desirable
for the collection of, or to preserve the value of, any Collateral or otherwise
to enforce the rights of the Administrative Agent and the Lenders with respect
to any Collateral, (v) to execute assignments, licenses and other
documents to enforce the rights of the Administrative Agent and the Lenders
with respect to any Collateral, (vi) to pay- or discharge taxes or Liens
levied or placed upon or threatened against the Collateral, the legality or
validity thereof and the amounts necessary to discharge the same to be
determined by the Administrative Agent in its sole discretion, and such
payments made by the Administrative Agent to become obligations of such Grantor
to the Administrative Agent, due and payable immediately without demand,
(vii) to sign and endorse any invoices, freight or express bills, bills of
lading, storage or warehouse receipts, assignments, verifications and notices
in connection with Accounts, Chattel Paper and other documents relating to the
Collateral and (viii) generally to take any act required of such Grantor
by Section 5 and to sell, transfer, pledge, make any agreement with
respect to or otherwise deal with any of the Collateral as fully and completely
as though the Administrative Agent were the absolute owner thereof for all
purposes, and to do, at the Administrative Agent’s option and such Grantor’s
expense, at any time or from time to time, all acts and things that the
Administrative Agent deems necessary to protect, preserve or realize upon the
Collateral.  This power is coupled with
an interest and is irrevocable until all of the Obligations are paid in full
after all Commitments have been terminated.


 


(c)           For the purpose of enabling the Administrative Agent to exercise rights
and remedies hereunder, at such time as the Administrative Agent shall be
lawfully entitled to exercise such rights and remedies in accordance with the
provisions of the Financing Agreement and this Agreement, and for no other
purpose, each Grantor hereby grants to the Administrative Agent, to the extent
assignable, an irrevocable, non-exclusive license (exercisable without payment
of royalty or other compensation to any Grantor) to use, assign, license or
sublicense any Intellectual Property now owned or hereafter acquired by any
Grantor, wherever the same may be located, including in such license reasonable
access to all media in which any of the licensed items may be recorded or
stored and to all computer programs used for the compilation or printout
thereof.  Notwithstanding anything
contained herein to the contrary, but subject to the provisions of the
Financing Agreement that limit the right of a Grantor to dispose of its
property and Section 5(h) hereof, so long as no Event of
Default shall have occurred and be continuing, each Grantor may exploit, use,
enjoy, protect, license, sublicense, assign, sell, dispose of or take other
actions with respect to the Intellectual Property in the ordinary course of its
business.  In furtherance of the
foregoing, unless an Event of Default shall have occurred and be continuing,
the Administrative Agent shall from time to time, upon the request of a
Grantor, execute and deliver any instruments, certificates or other documents,
in the form so requested, which such Grantor shall have certified are
appropriate (in such Grantor’s judgment) to allow it to take any action
permitted above (including relinquishment of the license provided pursuant to
this clause (c) as to any Intellectual Property).  Further, upon the payment in full of all of
the Obligations after the cancellation or termination of the Commitments, the
Administrative Agent (subject to Section 10(e) hereof) shall
release and reassign to the Grantors all of the 


 


18

















 


Administrative Agent’s
right, title and interest in and to the Intellectual Property, and the
Licenses, all without recourse, representation or warranty whatsoever.  The exercise of rights and remedies hereunder
by the Administrative Agent shall not terminate the rights of the holders of
any licenses or sublicenses theretofore granted by any Grantor in accordance
with the second sentence of this clause (c). 
Each Grantor hereby releases the Administrative Agent from any claims,
causes of action and demands at any time arising out of or with respect to any
actions taken or omitted to be taken by the Administrative Agent under the
powers of attorney granted herein other than actions taken or omitted to be
taken through the Administrative Agent’s gross negligence or willful
misconduct, as determined by a final determination of a court of competent
jurisdiction.


 


(d)           If any Grantor fails to perform any agreement contained herein, the
Administrative Agent may itself perform, or cause performance of, such
agreement or obligation, in the name of such Grantor or the Administrative
Agent, and the expenses of the Administrative Agent incurred in connection
therewith shall be jointly and severally payable by the Grantors pursuant to Section 8
hereof and shall be secured by the Collateral.


 


(e)           The powers conferred on the Administrative Agent hereunder are solely to
protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers.  Except for the
safe custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Administrative Agent shall have no duty
as to any Collateral or as to the taking of any necessary steps to preserve
rights against prior parties or any other rights pertaining to any
Collateral.  The Administrative Agent
shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which it accords its own property.  The Administrative Agent shall not be liable
or responsible for any loss or damage to any of the Collateral, or for any
diminution in the value thereof, by reason of the act or omission of any
warehouseman, carrier, forwarding agency, consignee or other agent or bailee
selected by the Administrative Agent in good faith.


 


(f)            Anything herein to the contrary notwithstanding (i) each Grantor
shall remain liable under the Licenses and otherwise with respect to any of the
Collateral to the extent set forth therein to perform all of its obligations
thereunder to the same extent as if this Agreement had not been executed,
(ii) the exercise by the Administrative Agent of any of its rights
hereunder shall not release any Grantor from any of its obligations under the
Licenses or otherwise in respect of the Collateral, and (iii) the
Administrative Agent shall not have any obligation or liability by reason of
this Agreement under the Licenses or with respect to any of the other
Collateral, nor shall the Administrative Agent be obligated to perform any of
the obligations or duties of any Grantor thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder.


 


SECTION 7.           Remedies Upon Default.  If any Event of Default shall have occurred
and be continuing:


 


(a)           The Administrative Agent may exercise in respect of the Collateral, in
addition to any other rights and remedies provided for herein or otherwise
available to it, all of the rights and remedies of a secured party upon default
under the Code (whether or not the Code applies to the affected Collateral),
and also may (i) take absolute control of the Collateral, including,
without limitation, transfer into the Administrative Agent’s name or into the
name of its nominee or nominees (to the extent the Administrative Agent has not
theretofore done so) and thereafter receive, for the benefit of the
Administrative Agent, all payments made thereon, give all consents, waivers


 


19














 


and ratifications in
respect thereof and otherwise act with respect thereto as though it were the
outright owner thereof, (ii) require each Grantor to, and each Grantor
hereby agrees that it will at its expense and upon request of the
Administrative Agent forthwith, assemble all or part of the Collateral as
directed by the Administrative Agent and make it available to the
Administrative Agent at a place or places to be designated by the
Administrative Agent that is reasonably convenient to both parties (in which
event such Grantor shall, at its own expense, forthwith cause the same to be
moved to the place or places so designated by the Administrative Agent and
thereby delivered to the Administrative Agent, store and keep any Collateral so
delivered to the Administrative Agent at such place or places pending further
action by the Administrative Agent, and, while Collateral shall be so stored
and kept, provide such guards and maintenance services as shall be necessary to
protect the same and to preserve and maintain the Collateral in good
condition), and the Administrative Agent may enter into and occupy any premises
owned or leased by any Grantor where the Collateral or any part thereof is
located or assembled for a reasonable period in order to effectuate the
Administrative Agent’s rights and remedies hereunder or under law, without
obligation to any Grantor in respect of such occupation, (iii) without
notice except as specified below and without any obligation to prepare or
process the Collateral for sale, (A) sell the Collateral or any part
thereof in one or more parcels at public or private sale, at any of the
Administrative Agent’s offices or elsewhere, for cash, on credit or for future
delivery, and at such price or prices and upon such other terms as the
Administrative Agent may deem commercially reasonable and/or (B) lease,
license or otherwise dispose of the Collateral or any part thereof upon such
terms as the Administrative Agent may deem commercially reasonable, and
(iv) withdraw all cash in the Depository Accounts and apply such monies in
payment of the Obligations.  Each Grantor
agrees that, to the extent notice of sale or any other disposition of the
Collateral shall be required by law, at least ten (10) days’ notice to a
Grantor of the time and place of any public sale or the time after which any
private sale or other disposition of the Collateral is to be made shall
constitute reasonable notification.  The
Administrative Agent shall not be obligated to make any sale or other
disposition of Collateral regardless of notice of sale having been given.  The Administrative Agent may adjourn any
public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned. 
Each Grantor hereby waives any claims against the Administrative Agent
and the Lenders arising by reason of the fact that the price at which the
Collateral may have been sold at a private sale was less than the price which
might have been obtained at a public sale or was less than the aggregate amount
of the Obligations, even if the Administrative Agent accepts the first offer
received and does not offer the Collateral to more than one offeree, and waives
all rights that such Grantor may have to require that all or any part of the
Collateral be marshalled upon any sale (public or private) thereof.  Each Grantor hereby acknowledges that
(i) any such sale of the Collateral by the Administrative Agent shall be
made without warranty, (ii) the Administrative Agent may specifically
disclaim any warranties of title, possession, quiet enjoyment or the like,
(iii) the Administrative Agent may bid (which bid may be, in whole or in
part, in the form of cancellation of indebtedness), if permitted by law, for
the purchase, lease, license or other disposition of the Collateral or any
portion thereof for the account of the Administrative Agent (on behalf of
Lenders) and (iv) such actions set forth in clauses (i), (ii) and
(iii) above shall not adversely effect the commercial reasonableness of
any such sale of the Collateral.  In
addition to the foregoing, (i) upon written notice to any Grantor from the
Administrative Agent, each Grantor shall cease any use of the Intellectual
Property or any trademark, patent or copyright similar thereto for any purpose
described in such notice; (ii) the Administrative Agent may, at any time
and from time to time, upon 10 days’ prior notice to any Grantor, license,
whether general, special or otherwise, and whether on an exclusive or
non-exclusive basis, any of the Intellectual Property, throughout the universe
for such term or terms, on such conditions, and in such manner, as the
Administrative Agent shall in its sole discretion determine; and (iii) the



 


20

















 


Administrative Agent may,
at any time, pursuant to the authority granted in Section 6 hereof
(such authority being effective upon the occurrence and during the continuance
of an Event of Default), execute and deliver on behalf of a Grantor, one or
more instruments of assignment of the Intellectual Property (or any application
or registration thereof), in form suitable for filing, recording or
registration in any country.


 


(b)           Any cash held by the Administrative Agent as Collateral and all Cash
Proceeds received by the Administrative Agent in respect of any sale of or
collection from, or other realization upon, all or any part of the Collateral
may, in the discretion of the Administrative Agent, be held by the
Administrative Agent as collateral for, and/or then or at any time thereafter
applied (after payment of any amounts payable to the Administrative Agent
pursuant to Section 8 hereof) in whole or in part by the
Administrative Agent against, all or any part of the Obligations in such order
as the Administrative Agent shall elect, consistent with the provisions of the
Financing Agreement.  Any surplus of such
cash or Cash Proceeds held by the Administrative Agent and remaining after
payment in full of all of the Obligations after all Commitments have been
terminated shall be paid over to whomsoever shall be lawfully entitled to
receive the same or as a court of competent jurisdiction shall direct.


 


(c)           In the event that the proceeds of any such sale, collection or
realization are insufficient to pay all amounts to which the Administrative
Agent and the Lenders are legally entitled, the Grantors shall be jointly and
severally liable for the deficiency, together with interest thereon at the
highest rate specified in any applicable Loan Document for interest on overdue
principal thereof or such other rate as shall be fixed by applicable law,
together with the costs of collection and the reasonable fees, costs, expenses
and other client charges of any attorneys employed by the Administrative Agent
to collect such deficiency.


 


(d)           Each Grantor hereby acknowledges that if the Administrative Agent
complies with any applicable state, provincial, or federal law requirements in
connection with a disposition of the Collateral, such compliance will not
adversely effect the commercial reasonableness of any sale or other disposition
of the Collateral.


 


(e)           The Administrative Agent shall not be required to marshal any present or
future collateral security (including, but not limited to, this Agreement and
the Collateral) for, or other assurances of payment of, the Obligations or any
of them or to resort to such collateral security or other assurances of payment
in any particular order, and all of the Administrative Agent’s rights hereunder
and in respect of such collateral security and other assurances of payment
shall be cumulative and in addition to all other rights, however existing or
arising.  To the extent that any Grantor
lawfully may, such Grantor hereby agrees that it will not invoke any law
relating to the marshalling of collateral which might cause delay in or impede
the enforcement of the Administrative Agent’s rights under this Agreement or
under any other instrument creating or evidencing any of the Obligations or
under which any of the Obligations is outstanding or by which any of the
Obligations is secured or payment thereof is otherwise assured, and, to the
extent that it lawfully may, each Grantor hereby irrevocably waives the
benefits of all such laws.


 


(f)            The Administrative Agent or its agents or attorneys shall have the right
without notice or demand or legal process (unless the same shall be required by
applicable law), personally, or by agents or attorneys, (i) to enter upon,
occupy and use any premises owned or leased by any Grantor or where the
Collateral is located (or is believed to be located) until the Obligations are
paid in full without any obligation to pay rent to such Grantor, to render the
Collateral useable or 


 


21

















 


saleable and to remove
the Collateral or any part thereof therefrom to the premises of the
Administrative Agent or any agent of the Administrative Agent for such time as
the Administrative Agent may desire in order to effectively collect or
liquidate the Collateral and use in connection with such removal any and all
services, supplies and other facilities of such Grantor; (ii) to take
possession of such Grantor’s original books and records, to obtain access to
such Grantor’s data processing equipment, computer hardware and Software
relating to the Collateral and to use all of the foregoing and the information
contained therein in any manner the Administrative Agent deems appropriate; and
(iii) to notify postal authorities to change the address for delivery of
such Grantor’s mail to an address designated by the Administrative Agent and to
receive, open and dispose of all mail addressed to such Grantor.


 


(g)           Each Grantor hereby irrevocably authorizes and empowers the
Administrative Agent, without limiting any other authorizations or empowerments
contained in any of the other Loan Documents, to assert, either directly or on
behalf of each Grantor, any claims any Grantor may have, from time to time,
against any other party to any of the agreements to which such Grantor is a
party or to otherwise exercise any right or remedy of such Grantor under any
such agreements (including, without limitation, the right to enforce directly
against any party to any such agreement all of such Grantor’s rights thereunder,
to make all demands and give all notices and to make all requests required or
permitted to be made by such Grantor thereunder).


 


SECTION 8.           Indemnity and Expenses.


 


(a)           Each Grantor jointly and severally agrees to defend, protect, indemnify
and hold the Administrative Agent harmless from and against any and all claims,
damages, losses, liabilities, obligations, penalties, fees, costs and expenses
(including, without limitation, reasonable legal fees, costs, expenses, and
disbursements of the Administrative Agent’s counsel) to the extent that they
arise out of or otherwise result from this Agreement (including, without
limitation, enforcement of this Agreement), except claims, losses or
liabilities resulting solely and directly from the Administrative Agent’s gross
negligence or willful misconduct, as determined by a final judgment of a court
of competent jurisdiction.


 


(b)           The Grantors will upon demand pay to the Administrative Agent the amount
of any and all costs and expenses, including the reasonable fees, costs,
expenses and disbursements of counsel for the Administrative Agent and of any
experts and agents (including, without limitation, any collateral trustee which
may act as agent of the Administrative Agent), which the Administrative Agent may
incur in connection with (i) the preparation, negotiation, execution,
delivery, recordation, administration, amendment, waiver or other modification
or termination of this Agreement, (ii) the custody, preservation, use or
operation of, or the sale of, collection from, or other realization upon, any
Collateral, (iii) the exercise or enforcement of any of the rights of the
Administrative Agent hereunder, or (iv) the failure by any Grantor to
perform or observe any of the provisions hereof If any Grantor fails to
promptly pay any portion of the above costs, fees and expenses when due or to
perform any other obligation of such Grantor under this Agreement, the
Administrative Agent or any other Lender may, at its option, but shall not be
required to, pay or perform the same and charge such Grantor’s account for all
fees, costs and expenses incurred therefor, and each Grantor agrees to
reimburse the Administrative Agent or such Lender therefor on demand All sums
so paid or incurred by the Administrative Agent or any other Lender for any of
the foregoing, any and all other sums for which any Grantor may become liable
hereunder and all fees, costs and expenses (including reasonable attorneys’
fees, legal expenses and court costs) incurred by the Administrative Agent or
any other Lender in enforcing or protecting the security interests granted to
the Administrative Agent 


 


22

















 


pursuant to this
Agreement or any of their rights or remedies under this Agreement shall be payable
on demand, shall constitute Obligations, shall bear interest until paid at the
highest rate provided in the Financing Agreement and shall be secured by the
Collateral.


 


SECTION 9.           Notices, Etc.  All notices and other communications provided
for hereunder shall be in writing and shall be mailed (by certified mail,
postage prepaid and return receipt requested), telecopied or delivered, if to a
Grantor, to it at its chief executive office set forth in Schedule III
hereto and if to the Administrative Agent to it, at its address specified in
the Financing Agreement; or as to any such Person, at such other address as
shall be designated by such Person in a written notice to such other Person
complying as to delivery with the terms of this Section 9.  All such notices and other communications
shall be effective (i) if sent by certified mail, return receipt
requested, when received or three days after deposited in the mails, whichever
occurs first, (ii) if telecopied, when transmitted and confirmation is
received, or (iii) if delivered, upon delivery.


 


SECTION 10.         Grantors Remain Liable.  Anything herein to the contrary
notwithstanding: (a) each Grantor shall remain liable under the contracts
and agreements included in the Collateral to the extent set forth therein to
perform all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed; (b) the exercise by the
Administrative Agent of any of the rights hereunder shall not release any
Grantor from any of its duties or obligations under the contracts and
agreements included in the Collateral; (c) neither the Administrative
Agent nor any Lender shall have any obligation or liability under the contracts
and agreements included in the Collateral by reason of this Agreement, nor
shall the Administrative Agent nor any Lender be obligated to perform any of
the obligations or duties of any Grantor thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder; and
(d) neither the Administrative Agent nor any Lender shall have any
liability in contract or tort for any Grantor’s acts or omissions.


 


SECTION 11.         Miscellaneous.


 


(a)           No amendment of any provision of this Agreement shall be effective
unless it is in writing and signed by each Grantor and the Administrative
Agent, and no waiver of any provision of this Agreement, and no consent to any
departure by any Grantor therefrom, shall be effective unless it is in writing
and signed by the Administrative Agent, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.


 


(b)           No failure on the part of the Administrative Agent to exercise, and no
delay in exercising, any right hereunder or under any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of
any other right.  The rights and remedies
of the Administrative Agent or any Lender provided herein and in the other Loan
Documents are cumulative and are in addition to, and not exclusive of, any
rights or remedies provided by law.  The
rights of the Administrative Agent or any Lender under any Loan Document
against any party thereto are not conditional or contingent on any attempt by
such Person to exercise any of its rights under any other Loan Document against
such party or against any other Person, including but not limited to, any
Grantor.


 


(c)           Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
portions hereof or thereof or affecting the validity or enforceability of such
provision in any other jurisdiction.


 


23

















 


(d)           This Agreement shall create a continuing security interest in the
Collateral and shall (i) remain in full force and effect until the later
of (A) the payment in full of the Obligations and (B) the termination
of all of the Commitments, and (ii) be binding on each Grantor and all
other Persons who become bound to this Agreement and shall inure, together with
all rights and remedies of the Administrative Agent and the Lenders hereunder, to
the benefit of the Administrative Agent and the Lenders and their respective
permitted successors, transferees and assigns. 
Without limiting the generality of clause (ii) of the immediately
preceding sentence, without notice to the Grantors, the Administrative Agent
and the Lenders may assign or otherwise transfer their rights and obligations
under this Agreement and any other Loan Document, to any other Person and such
other Person shall thereupon become vested with all of the benefits in respect
thereof granted to the Administrative Agent and the Lenders herein or
otherwise.  Upon any such assignment or
transfer, all references in this Agreement to the Administrative Agent or any
such Lender shall mean the assignee of the Administrative Agent or such Lender.  None of the rights or obligations of any
Grantor hereunder may be assigned or otherwise transferred without the prior
written consent of the Administrative Agent, and any such assignment or
transfer shall be null and void.


 


(e)           Upon the satisfaction in full of the Obligations and the termination of
all of the Commitments, (i) this Agreement and the security interests
created hereby shall terminate and all rights to the Collateral shall revert to
the Grantors and (ii) the Administrative Agent will, upon the Grantors’
request and at the Grantors’ expense, (A) return to the Grantors such of
the Collateral as shall not have been sold or otherwise disposed of or applied
pursuant to the terms hereof and (B) execute and deliver to the Grantors
such documents as the Grantors shall reasonably request to evidence such
termination, all without any representation, warranty or recourse whatsoever.


 


(f)            THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS
REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE
VALIDITY AND PERFECTION OR THE PERFECTION AND THE EFFECT OF PERFECTION OR
NON-PERFECTION OF THE SECURITY INTEREST CREATED HEREBY, OR REMEDIES HEREUNDER, IN
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION
OTHER THAN THE STATE OF NEW YORK.


 


(g)           ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT OR ANY DOCUMENT RELATED THERETO MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS THEREOF,
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR HEREBY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. 
EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION, SUIT OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS AND CONSENTS
TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY
THE COURT.


 


24

















 


(h)           EACH OF THE GRANTORS AND (BY ITS ACCEPTANCE OF THE
BENEFITS OF THIS AGREEMENT) THE ADMINISTRATIVE AGENT WAIVES ANY RIGHT IT MAY HAVE
TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR OTHER ACTION OF
THE PARTIES HERETO.


 


(i)            Each Grantor irrevocably consents to the service of process of any of
the aforesaid courts in any such action, suit or proceeding by the mailing of
copies thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to such Grantor at its address provided herein,
such service to become effective 10 days after such mailing.


 


(j)            Nothing contained herein shall affect the right of the Administrative
Agent to serve process in any other manner permitted by law or commence legal
proceedings or otherwise proceed against any Grantor or any property of any
Grantor in any other jurisdiction.


 


(k)           Each Grantor irrevocably and unconditionally waives any right it may
have to claim or recover in any legal action, suit or proceeding referred to in
this Section any special, exemplary, punitive or consequential damages.


 


(l)            For the avoidance of doubt, the parties hereto hereby acknowledge and
agree that all Schedules delivered hereunder and all other factual
information, if any, disclosed herein has been prepared on a pro forma basis after
giving effect to the Body Shop Acquisition and the Closing Date Joinder
Agreement.


 


(m)          Section headings herein are included for convenience of reference
only and shall not constitute a part of this Agreement for any other purpose.


 


(n)           This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which shall be
deemed to be an original, but all of which taken together constitute one in the
same Agreement.


 


(o)           All of the obligations of the Grantors hereunder are joint and
several.  The Administrative Agent may,
in its sole and absolute discretion, enforce the provisions hereof against any
of the Grantors and shall not be required to proceed against all Grantors
jointly or seek payment from the Grantors ratably.  In addition, the Administrative Agent may, in
its sole and absolute discretion, select the Collateral of any one or more of
the Grantors for sale or application to the Obligations, without regard to the
ownership of such Collateral, and shall not be required to make such selection
ratably from the Collateral owned by all of the Grantors.  The release or discharge of any Grantor by
the Administrative Agent shall not release or discharge any other Grantor from
the obligations of such Person hereunder.


 


(p)           Each Grantor acknowledges and agrees that a breach of any of the
covenants contained in Section 5 hereof will cause irreparable
injury to the Administrative Agent and that the Administrative Agent has no
adequate remedy at law in respect of such breaches and therefore agrees,
without limiting the right of the Administrative Agent to seek and obtain
specific 


 


25

















 


performance of other
obligations of any Grantor contained in this Agreement, that the covenants of
each Grantor contained in Section 6 hereof shall be specifically
enforceable against each Grantor.


 


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]


 


26

















 


IN WITNESS WHEREOF, Grantor has caused this
Agreement to be executed and delivered by its officer thereunto duly
authorized, as of the date first above written.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  BODY CENTRAL ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carlo A. von
  Schroeter

  
	
   

  	
   

  	
  Carlo A. von
  Schroeter

  
	
   

  	
   

  	
  President

  



 


27














 


SCHEDULE I


 


TRADE NAMES


 


Parent:


None.


 


Body
Shop:


Body
Central


Body
Shop


Kat
Man Du


 


CV:


None.


 


Rinzi:


None.


 


1














 


SCHEDULE II


 


INTELLECTUAL PROPERTY AND LICENSES


 


Parent


 


Patents


 


A.            Registered Patents: None.


 


B.            Patent Applications: None.


 


C.            Patent Licenses: None.


 


Trademarks


 


A.            Registered Trademarks: None.


 


B.            Trademark Applications: None.


 


C.            Trademark Licenses: None.


 


Copyrights


 


A.            Registered Copyrights None.


 


B.            Copyright Applications None.


 


C.            Copyright Licenses None.


 


Body Shop


 


Patents


 


A.            Registered Patents: None.


 


B.            Patent Applications None.


 


C.            Patent Licenses None.


 


2

















 


Trademarks


 


A.            Registered Trademarks:


 


	
  Jurisdiction

  	
   

  	
  BSKB Ref #

  	
   

  	
  Mark

  	
   

  	
  Appl #

  	
   

  	
  Filing Date

  	
   

  	
  Reg #

  	
   

  	
  Reg Date

  	
   

  
	
  U.S.

  	
   

  	
  2487-0101

  	
   

  	
  KAT
  MAN DU

  (STYLIZED)

  	
   

  	
  73/793,842

  	
   

  	
  4/17/1989

  	
   

  	
  1,636,420

  	
   

  	
  2/26/1991

  	
   

  
	
  U.S.

  	
   

  	
  2487-0105

  	
   

  	
  BODY
  SHOP

  	
   

  	
  73/204,621

  	
   

  	
  2/22/1979

  	
   

  	
  1,140,433

  	
   

  	
  10/14/1980

  	
   

  
	
  U.S.

  	
   

  	
  2487-0106

  	
   

  	
  BODY
  SHOP

  	
   

  	
  73/204,344

  	
   

  	
  2/21/1979

  	
   

  	
  1,376,370

  	
   

  	
  12/17/1985

  	
   

  
	
  U.S.

  	
   

  	
  2487-0110

  	
   

  	
  LIPSTICK

  	
   

  	
  75/407,103

  	
   

  	
  12/17/1997

  	
   

  	
  2,218,837

  	
   

  	
  1/19/1999

  	
   

  
	
  U.S.

  	
   

  	
  2487-0119

  	
   

  	
  BODY
  CENTRAL

  	
   

  	
  76/293,736

  	
   

  	
  8/2/2001

  	
   

  	
  2,759,773

  	
   

  	
  9/2/2003

  	
   

  
	
  Puerto
  Rico

  	
   

  	
  2487-0119

  	
   

  	
  BODY
  CENTRAL

  	
   

  	
  55995

  	
   

  	
  2/4/2002

  	
   

  	
  55,995

  	
   

  	
  6/30/2003

  	
   

  
	
  Florida

  	
   

  	
   

  	
   

  	
  BODY
  SHOP

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  918522

  	
   

  	
  12/22/1977

  	
   

  
	
  Georgia

  	
   

  	
   

  	
   

  	
  BODY
  SHOP

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  S3806

  	
   

  	
  12/14/1977

  	
   

  



 


B.            Trademark Applications: None.


 


C.            Trademark Licenses:


 


Body
Shop has entered into a Tradename and Trademark Agreement, dated
February 12, 1991, with Skin and Hair Care Preparations, Inc. (“Skin
and Hair”), Buth-Na-Bodhaige, Inc. and World Green, Inc., whereby
Body Shop and Skin and Hair have granted a royalty-free license to each other for
the use of certain of their respective trade and service marks.


 


Body
Shop has entered into a License Agreement with Skin and Hair Care
Preparations, Inc. (“Skin and Hair”), whereby Body Shop has granted to
Skin and Hair exclusive and non-exclusive right and license to use certain of
its trade and service marks.


 


Note
that in connection with a dispute as to the use of the mark “Body Shop”, Body
Shop has agreed with the Skin and Hair and the U.S. affiliate of The Body
Shop, Ltd. (the “Body Shop of  England”), pursuant to Skin
and Hair License Agreement, that Body Shop will not use the mark “Body Shop”
outside of the District of Columbia, and the states of Maryland, Virginia,
Delaware, New Jersey, Pennsylvania, West Virginia, Alabama, Arkansas, Florida,
Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina,
Tennessee and Texas, and has agreed that the Body Shop of England may use the
Body Shop mark in those states and elsewhere. Body Shop is in the process of
phasing out the use of the mark Body Shop in favor of the mark Body Central.


 


3

















 


Copyrights


 


A.            Registered Copyrights:


 


	
  Copyright
  Application Title

  	
   

  	
  Copyright No.

  	
   

  	
  Registration Date

  
	
  Lion
  — All God’s Children

  	
   

  	
  VAu282058

  	
   

  	
  12/06/93

  
	
  Ark
  — We are all in the same boat!

  	
   

  	
  VAu282057

  	
   

  	
  12/06/93

  
	
  Dolphin
  —as long as the dolphins play there is hope for another day!

  	
   

  	
  VAu282056

  	
   

  	
  12/06/93

  
	
  Otter
  — what did I ever do to you?

  	
   

  	
  VAu282055

  	
   

  	
  12/06/93

  
	
  Hummingbird
  —the nature around us depends on the nature within us

  	
   

  	
  VAu282054

  	
   

  	
  12/06/93

  
	
  SOS,
  save our species.

  	
   

  	
  VAu282053

  	
   

  	
  12/06/93

  
	
  Rhino
  — today, tomorrow

  	
   

  	
  VAu282052

  	
   

  	
  12/06/93

  
	
  Zebra
  — love thy neighbors

  	
   

  	
  VAu282051

  	
   

  	
  12/06/93

  
	
  Earth,
  its home — don’t trash it!

  	
   

  	
  VAu282050

  	
   

  	
  12/06/93

  



 


B.            Copyright Applications: None.


 


C.            Copyright Licenses: None.


 


Domain
Names for Body Shop:


 


Domain Name Registrations


 


	
  Domain Name

  	
   

  	
  Expiration

  
	
   

  	
   

  	
   

  
	
  bdycentral.com

  	
   

  	
  February 5,
  2009

  
	
   

  	
   

  	
   

  
	
  bdyshp.com

  	
   

  	
  December 7,
  2008

  
	
   

  	
   

  	
   

  
	
  bodyc.com

  	
   

  	
  January 14,
  2007

  
	
   

  	
   

  	
   

  
	
  bodycee.com

  	
   

  	
  January 14,
  2007

  
	
   

  	
   

  	
   

  
	
  bodycentralclothing.com

  	
   

  	
  January 13,
  2009

  



 


4

















 


	
  Domain Name

  	
   

  	
  Expiration

  
	
   

  	
   

  	
   

  
	
  bodysea.com

  	
   

  	
  January 14,
  2007

  
	
   

  	
   

  	
   

  
	
  bodyshopamerica.com

  	
   

  	
  April 28,
  2008

  
	
   

  	
   

  	
   

  
	
  bodyshopclothing.com

  	
   

  	
  February 11,
  2009

  
	
   

  	
   

  	
   

  
	
  mybodycentral.com

  	
   

  	
  February 17,
  2009

  



 


5

















 


CV


 


Patents


 


A.            Registered Patents: None.


 


B.            Patent Applications: None.


 


C.            Patent Licenses: None.


 


Trademarks


 


A.            Registered Trademarks: None.


 


B.            Trademark Applications: None.


 


C.            Trademark Licenses: None.


 


Copyrights


 


A.            Registered Copyrights: None.


 


B.            Copyright Applications: None.


 


C.            Copyright Licenses: None.


 


Rinzi


 


Patents


 


A.            Registered Patents: None.


 


B.            Patent Applications: None.


 


C.            Patent Licenses: None.


 


Trademarks


 


A.            Registered Trademarks: None.


 


B.            Trademark Applications: None.


 


C.            Trademark Licenses: None.


 


6

















 


Copyrights


 


A.            Registered Copyrights: None.


 


B.            Copyright Applications: None.


 


C.            Copyright Licenses: None.


 


7














 


SCHEDULE III


 


LOCATIONS OF GRANTORS


 


(i)                                          Locations which
include Equipment, Fixtures, Goods and/or Inventory for Parent and Rinzi:


 


6225 Powers Avenue, Jacksonville, Duval County, FL
32217


 


(ii)                                       Locations which
include Equipment, Fixtures, Goods and/or Inventory for CV:


 


1030 North Ellis Road, Jacksonville, Duval County,
FL 32254


6225 Powers Avenue, Jacksonville, Duval County, FL
32217


 


(iii)                                    Locations which
include Equipment, Fixtures, Goods and/or Inventory for Body Shop:


 


1030 North Ellis Road, Jacksonville, Duval County,
FL 32254


6225 Powers Avenue, Jacksonville, Duval County, FL
32217


 


	
  #

  	
   

  	
  Store

  	
   

  	
  Location

  	
   

  	
  Landlord

  	
   

  	
  Notice/Consent*

  
	
  002

  	
   

  	
  Orlando
  Fashion Square Mall

  	
   

  	
  3201
  E. Colonial Drive, Orlando, FL

  	
   

  	
  PREIT

  	
   

  	
  Consent*

  
	
  003

  	
   

  	
  Tyrone
  Square

  	
   

  	
  6901
  22nd Avenue, St. Petersburg, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  004

  	
   

  	
  Jacksonville
  Mall-Jax, NC

  	
   

  	
  375
  Western Boulevard, Jacksonville, NC

  	
   

  	
  PREIT

  	
   

  	
  Notice

  
	
  005

  	
   

  	
  University
  Square Mall-Tampa

  	
   

  	
  222
  University Square Mall, Tampa, FL

  	
   

  	
  Glimcher

  	
   

  	
  Notice

  
	
  006

  	
   

  	
  Altamonte
  Mall

  	
   

  	
  451
  East Altamonte Drive, Altamonte Springs, FL

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  007

  	
   

  	
  Seminole
  Town Center

  	
   

  	
  156
  Seminole Towne Circle, Sanford, FL

  	
   

  	
  Simon

  	
   

  	
  None

  
	
  008

  	
   

  	
  Westshore
  Plaza

  	
   

  	
  338
  Westshore Plaza, Tampa, FL

  	
   

  	
  Glimcher

  	
   

  	
  Notice

  
	
  009

  	
   

  	
  Honey
  Creek Malt/Terre Haute

  	
   

  	
  3401
  South US Highway 41, Terre Haute, IN

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  010

  	
   

  	
  Regency
  Square Mall

  	
   

  	
  9501
  Arlington Expressway, Jacksonville, FL

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  011

  	
   

  	
  Bel
  Air Mall

  	
   

  	
  Airport
  Boulevard at 1-65, Mobile, AL

  	
   

  	
  Colonial

  	
   

  	
  Consent*

  
	
  012

  	
   

  	
  Macon
  Mall

  	
   

  	
  3661
  Eisenhower Parkway, Macon, GA

  	
   

  	
  Colonial

  	
   

  	
  Notice

  
	
  013

  	
   

  	
  Century
  Plaza Mall-B’ham

  	
   

  	
  169
  Century Plaza, Birmingham, AL

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  014

  	
   

  	
  Peachtree
  Mall-Columbus

  	
   

  	
  357
  Manchester Expressway, Columbus, GA

  	
   

  	
  General
  Growth

  	
   

  	
  Consent*

  
	
  015

  	
   

  	
  Orange
  Park Mall

  	
   

  	
  1910
  Wells Road, Orange Park, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  



 


8

















 


	
  #

  	
   

  	
  Store

  	
   

  	
  Location

  	
   

  	
  Landlord

  	
   

  	
  Notice/Consent*

  
	
  016

  	
   

  	
  Countryside
  Mall

  	
   

  	
  27001
  US Highway 19 North, Clearwater, FL

  	
   

  	
  Westfield

  	
   

  	
  Notice

  
	
  017

  	
   

  	
  Albany
  Mall

  	
   

  	
  2601
  Dawson Road, Albany, GA

  	
   

  	
  Aronov

  	
   

  	
  Notice

  
	
  019

  	
   

  	
  DeSoto
  Square Mall-Bradenton

  	
   

  	
  303
  U.S. 301 Boulevard West, Bradentown, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  020

  	
   

  	
  Eastdale
  Mall-Montgomery

  	
   

  	
  1075
  Eastdale Mall, Montgomery, AL

  	
   

  	
  Aronov

  	
   

  	
  Notice

  
	
  021

  	
   

  	
  Concord
  Mills Mall

  	
   

  	
  8111
  Concord Mills Boulevard, Concord, NC

  	
   

  	
  Mills

  	
   

  	
  Consent*

  
	
  023

  	
   

  	
  Indian
  River - Vero

  	
   

  	
  6200
  20th Street, Vero Beach, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  024

  	
   

  	
  Oaks
  Mall - Gainesville

  	
   

  	
  6345
  Newberry Road, Gainesville, FL

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  025

  	
   

  	
  Eagle
  Ridge Mall - Lake Wales

  	
   

  	
  406
  Eagle Ridge Drive, Lake Wales, FL

  	
   

  	
  General
  Growth

  	
   

  	
  Consent*

  
	
  026

  	
   

  	
  Panama
  City

  	
   

  	
  2008
  Martin Luther King Boulevard, Panama City, FL

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  027

  	
   

  	
  Augusta
  Mall

  	
   

  	
  3450
  Wrightsboro Road, Augusta, GA

  	
   

  	
  General
  Growth

  	
   

  	
  Consent*

  
	
  028

  	
   

  	
  Richland
  Mall/Waco

  	
   

  	
  6001
  West Waco Drive, Waco, TX

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  029

  	
   

  	
  Valley
  Hill Mall - Hickory

  	
   

  	
  1960
  Highway 70 SE, Hickory, NC

  	
   

  	
  General
  Growth

  	
   

  	
  Consent*

  
	
  030

  	
   

  	
  North
  Lake Mall - Atlanta

  	
   

  	
  4800
  Briar Cliff Road, Atlanta, GA

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  032

  	
   

  	
  West
  Town Mall-Knoxville

  	
   

  	
  7600
  Kingston Pike, Knoxville, TN

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  034

  	
   

  	
  Coastland
  Mall - Naples

  	
   

  	
  1722
  North Tamiami Trail, Naples, FL

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  035

  	
   

  	
  Boynton
  Beach Mall

  	
   

  	
  801
  North Congress Avenue, Boynton Beach, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  036

  	
   

  	
  Governor’s
  Square

  	
   

  	
  1500
  Apalachee Parkway, Tallahassee, FL

  	
   

  	
  General
  Growth

  	
   

  	
  Consent*

  
	
  038

  	
   

  	
  Westland
  Mall

  	
   

  	
  1705
  West 49th Street, Hialeah, FL

  	
   

  	
  Mills

  	
   

  	
  Notice

  
	
  039

  	
   

  	
  Chapel
  Hill Mall

  	
   

  	
  2000
  Brittain Road, Alcron, OH

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  040

  	
   

  	
  Hot
  Springs Mall

  	
   

  	
  4501
  Central Avenue, Hot Springs, AR

  	
   

  	
  Aronov

  	
   

  	
  Notice

  
	
  041

  	
   

  	
  Paddock
  Mall

  	
   

  	
  3100
  SW College Road, Ocala, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  042

  	
   

  	
  Haywood
  Mall - G’ville, SC

  	
   

  	
  700
  Haywood Road, Greenville, SC

  	
   

  	
  Simon

  	
   

  	
  Consent*

  
	
  043

  	
   

  	
  Lufkin
  Mall

  	
   

  	
  4600
  South Medford Drive, Lufkin, TX

  	
   

  	
  North
  Square

  	
   

  	
  Notice

  
	
  044

  	
   

  	
  Palm
  Beach Shopping #724

  	
   

  	
  1801
  Palm Beach Lakes Boulevard, West Palm Beach, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  045

  	
   

  	
  Gulf
  View Square

  	
   

  	
  9409
  US Highway 19 North, 

  	
   

  	
  Simon

  	
   

  	
  Notice

  



 


9

















 


	
  #

  	
   

  	
  Store

  	
   

  	
  Location

  	
   

  	
  Landlord

  	
   

  	
  Notice/Consent*

  
	
   

  	
   

  	
   

  	
   

  	
  Port
  Richey, FL

  	
   

  	
   

  	
   

  	
   

  
	
  047

  	
   

  	
  Cumberland
  Mall - Atlanta

  	
   

  	
  1000
  Cumberland Mall, Atlanta, GA

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  049

  	
   

  	
  Pembroke
  Lakes Mall

  	
   

  	
  11401
  Pines Boulevard, Pembroke Pines, FL

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  050

  	
   

  	
  Quintard
  Mall

  	
   

  	
  700
  Quintard Drive, Oxford, AL

  	
   

  	
  Grimmer
  -

  	
   

  	
  Consent*

  
	
  051

  	
   

  	
  West
  Oaks Mall

  	
   

  	
  9401
  West Colonial Drive, Ocoee, FL

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  052

  	
   

  	
  Coral
  Square Shopping Center

  	
   

  	
  9469
  West Atlantic Boulevard, Coral Springs, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  053

  	
   

  	
  Treasure
  Coast Mall

  	
   

  	
  3236
  NW Federal Highway, Jensen Beach, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  054

  	
   

  	
  Merritt
  Square Mall

  	
   

  	
  777
  East Merritt Island Causeway, Merritt Island, FL

  	
   

  	
  L &
  H

  	
   

  	
  Consent*

  
	
  055

  	
   

  	
  Wolfchase
  Galleria

  	
   

  	
  2760
  North Germantown Parkway, Memphis, TN

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  056

  	
   

  	
  Eastland
  Mall

  	
   

  	
  5439
  Central Avenue, Charlotte, NC

  	
   

  	
  Glimcher

  	
   

  	
  Notice

  
	
  057

  	
   

  	
  Briarcliff
  Mall

  	
   

  	
  10177
  North Kings Highway, Myrtle Beach, SC

  	
   

  	
  Colonial

  	
   

  	
  Notice

  
	
  058

  	
   

  	
  Miami
  International Mall

  	
   

  	
  1455
  NW 107th Avenue, Miami, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  059

  	
   

  	
  Sharpstown
  Mall

  	
   

  	
  7500
  Bellaire Boulevard, Houston, TX

  	
   

  	
  Transwestern

  	
   

  	
  Consent*

  
	
  060

  	
   

  	
  Cross
  Creek Mall

  	
   

  	
  208
  Cross Creek Mall, Fayetteville, NC

  	
   

  	
  CBL
  -

  	
   

  	
  Notice

  
	
  061

  	
   

  	
  Ashville
  Mall

  	
   

  	
  3
  South Tunnel Road, Asheville, NC

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  062

  	
   

  	
  Crystal
  River Mall

  	
   

  	
  1801
  NW Highway 19, Crystal River, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  063

  	
   

  	
  Town
  East Mall

  	
   

  	
  2063
  North Town East Boulevard, Mesquite, TX

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  064

  	
   

  	
  Vista
  Ridge Mall

  	
   

  	
  2401
  South Stemmons Freeway, Lewisville, TX

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  065

  	
   

  	
  The
  Plaza Mall

  	
   

  	
  714
  SE Greenville Boulevard, Greenville, NC

  	
   

  	
  Colonial

  	
   

  	
  Notice

  
	
  066

  	
   

  	
  Deerbrook
  Mall

  	
   

  	
  20131
  Highway 59 North, Humble, TX

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  067

  	
   

  	
  Galleria
  at Pittsburgh

  	
   

  	
  2012
  Butler Logan Road #367, Tarentum, PA

  	
   

  	
  Mills

  	
   

  	
  Notice

  
	
  068

  	
   

  	
  Town
  Center Mall-Citrus Park

  	
   

  	
  Town
  Center Mall, Tampa, FL

  	
   

  	
  Westfield

  	
   

  	
  Notice

  
	
  070

  	
   

  	
  Acadiana
  Mall

  	
   

  	
  5725
  Johnston Street, Lafayette, LA

  	
   

  	
  Aikens

  	
   

  	
  Notice

  
	
  071

  	
   

  	
  Melbourne
  Square

  	
   

  	
  1700
  West New Haven, Melbourne, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  072

  	
   

  	
  East
  Towne Mall

  	
   

  	
  3001
  North Mall Road, Knoxville, TN

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  073

  	
   

  	
  Savannah
  Mall

  	
   

  	
  14045
  Abercorn, Savannah, GA

  	
   

  	
  LaSalle

  	
   

  	
  Notice

  



 


10

















 


	
  #

  	
   

  	
  Store

  	
   

  	
  Location

  	
   

  	
  Landlord

  	
   

  	
  Notice/Consent*

  
	
  074

  	
   

  	
  Madison
  Square

  	
   

  	
  5901
  University Drive, Huntsville, AL

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  075

  	
   

  	
  Mall
  of Georgia

  	
   

  	
  3333
  Buford Drive, Buford, GA

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  076

  	
   

  	
  Glynn
  Place Mall

  	
   

  	
  100
  Mall Boulevard, Brunswick, GA

  	
   

  	
  Colonial

  	
   

  	
  Notice

  
	
  077

  	
   

  	
  West
  Oaks Mall

  	
   

  	
  2600
  Highway 6 South, - Houston, TX

  	
   

  	
  LaSalle

  	
   

  	
  Notice

  
	
  078

  	
   

  	
  First
  Colony Mall

  	
   

  	
  16535
  Southwest Freeway, Sugar Land, TX

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  080

  	
   

  	
  Valley
  View

  	
   

  	
  13331
  Preston Road, Dallas, TX

  	
   

  	
  Macerich

  	
   

  	
  Consent*

  
	
  082

  	
   

  	
  Brandon
  Town Center

  	
   

  	
  578
  Brandon Town Center Boulevard, Brandon, FL

  	
   

  	
  Westfield

  	
   

  	
  Notice

  
	
  083

  	
   

  	
  Florida
  Mall

  	
   

  	
  8001
  South Orange Blossom Trail, Orlando, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  084

  	
   

  	
  Valdosta
  Mall

  	
   

  	
  1700
  Norman Drive, Valdosta, GA

  	
   

  	
  Colonial

  	
   

  	
  Notice

  
	
  085

  	
   

  	
  Colonial
  Mall Lakeshore

  	
   

  	
  150
  Pearl Nix Parkway, Gainesville, GA

  	
   

  	
  Colonial

  	
   

  	
  Notice

  
	
  086

  	
   

  	
  Hanes
  Mall

  	
   

  	
  3320
  Silas Creek Parkway, Winston-Salem, NC

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  087

  	
   

  	
  Edgewater
  Mall

  	
   

  	
  2600
  Beach Boulevard, Biloxi, MS

  	
   

  	
  Jim
  Wilson

  	
   

  	
  Notice

  
	
  088

  	
   

  	
  Gwinnett
  Place Mall

  	
   

  	
  2100
  Pleasant Hill Road, Duluth, GA

  	
   

  	
  Simon

  	
   

  	
  Consent*

  
	
  089

  	
   

  	
  Georgia
  Square

  	
   

  	
  -
  3700 Atlanta Highway, Athens, GA

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  090

  	
   

  	
  Cary
  Town Center

  	
   

  	
  1105
  Walnut Street, Cary, NC

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  092

  	
   

  	
  Greenspoint
  Mall

  	
   

  	
  333
  Greenspoint Mall, Houston, TX

  	
   

  	
  Triyar

  	
   

  	
  Consent*

  
	
  093

  	
   

  	
  Opry
  Mills

  	
   

  	
  412
  Opry Mills Drive, Nashville, TN

  	
   

  	
  Mills

  	
   

  	
  Notice

  
	
  097

  	
   

  	
  Riverchase
  Galleria

  	
   

  	
  2000
  Riverchase Galleria, Hoover, AL

  	
   

  	
  Jim
  Wilson/GGP

  	
   

  	
  Notice

  
	
  098

  	
   

  	
  Southland
  Mall

  	
   

  	
  5953
  West Park Avenue, Houma, LA

  	
   

  	
  Sizeler

  	
   

  	
  Notice

  
	
  099

  	
   

  	
  Jacksonville
  Beach - KMD

  	
   

  	
  1567
  North Third Street, Jacksonville, FL

  	
   

  	
  Sleiman

  	
   

  	
  Consent*

  
	
  101

  	
   

  	
  Pensacola

  	
   

  	
  5100
  North 9th Avenue, Pensacola, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  102

  	
   

  	
  Magnolia
  Mall

  	
   

  	
  2701
  David McLeod Boulevard, Florence, SC

  	
   

  	
  PREIT

  	
   

  	
  Notice

  
	
  103

  	
   

  	
  Santa
  Rosa Mall

  	
   

  	
  300
  Mary Esther Boulevard, Mary Esther, FL

  	
   

  	
  LaSalle

  	
   

  	
  Notice

  
	
  104

  	
   

  	
  Esplanada
  Mall #214

  	
   

  	
  1401
  West Esplanade Avenue, Kenner, LA

  	
   

  	
  Mills

  	
   

  	
  Notice

  
	
  106

  	
   

  	
  Colonial
  Gadsden Mall

  	
   

  	
  1001
  Rainbow Drive, Gadsden, AL

  	
   

  	
  PREIT

  	
   

  	
  Consent*

  
	
  107

  	
   

  	
  Wiregrass
  Commons

  	
   

  	
  900
  Commons Drive, Dothan, 

  	
   

  	
  PREIT

  	
   

  	
  Notice

  



 


11

















 


	
  #

  	
   

  	
  Store

  	
   

  	
  Location

  	
   

  	
  Landlord

  	
   

  	
  Notice/Consent*

  
	
   

  	
   

  	
   

  	
   

  	
  AL

  	
   

  	
   

  	
   

  	
   

  
	
  109

  	
   

  	
  Streets
  at Southpoint

  	
   

  	
  6910
  Fayetteville Road, Durham, NC

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  110

  	
   

  	
  Jacksonville
  Landing

  	
   

  	
  2-119
  East Independent Drive, Jacksonville, FL

  	
   

  	
  Sleiman

  	
   

  	
  Notice

  
	
  111

  	
   

  	
  Golden
  East Crossing

  	
   

  	
  100
  North Wesleyan Boulevard, Rocky Mount, NC

  	
   

  	
  Hendon
  Prop.

  	
   

  	
  Notice

  
	
  112

  	
   

  	
  Mall
  of St. Matthews

  	
   

  	
  5000
  Shelbyville Road, Louisville, KY

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  113

  	
   

  	
  Mall
  at Stonecrest #1760

  	
   

  	
  2929
  Turner Hill Road, Lithonia, GA

  	
   

  	
  Forest
  City

  	
   

  	
  Notice

  
	
  114

  	
   

  	
  Chattanooga

  	
   

  	
  2100
  Hamilton Place Boulevard, Chattanooga, TN

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  115

  	
   

  	
  Colonial
  Brookwood

  	
   

  	
  763
  Brookwood Village, Homewood, AL

  	
   

  	
  Colonial

  	
   

  	
  Notice

  
	
  116

  	
   

  	
  Sikes
  Center #390

  	
   

  	
  3111
  Midwestern Parkway, Wichita Falls, TX

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  117

  	
   

  	
  Lynnhaven
  Mall #1196

  	
   

  	
  701
  Lynnhaven Parkway, Virginia Beach, VA

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  118

  	
   

  	
  Virginia
  Center #546

  	
   

  	
  10101
  Brook Road, Glen Allen, VA

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  119

  	
   

  	
  Arbor
  Place #1220

  	
   

  	
  6700
  Douglas Boulevard, Douglasville, GA

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  120

  	
   

  	
  Lakeland
  Square

  	
   

  	
  3800
  North Highway 98, Lakeland, FL

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  121

  	
   

  	
  Broadway
  at the Beach #116

  	
   

  	
  1305
  Celebrity Circle, Myrtle Beach, SC

  	
   

  	
  Burroughs-
  Chapin

  	
   

  	
  Notice

  
	
  122

  	
   

  	
  Volusia
  Mall #558

  	
   

  	
  1700
  West International Speedway Boulevard, Daytona Beach, FL

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  123

  	
   

  	
  Barnes
  Crossing #104

  	
   

  	
  1001
  Barnes Crossing Road, Tupelo, MS

  	
   

  	
  Hocker

  	
   

  	
  Notice

  
	
  124

  	
   

  	
  Oakwood
  Center #102

  	
   

  	
  Oakwood
  Center, New Orleans, LA

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  125

  	
   

  	
  Citadel
  Mall #C436

  	
   

  	
  2071
  Sam Rittenburg Boulevard, Charleston, SC

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  126

  	
   

  	
  Quail
  Springs Mall #134

  	
   

  	
  2501
  West Memorial Road, Oklahoma City, OK

  	
   

  	
  General
  Growth

  	
   

  	
  Consent*

  
	
  127

  	
   

  	
  Independence
  Mall KMD

  	
   

  	
  3500
  Oleander Drive, Wilmington, NC

  	
   

  	
  Westfield

  	
   

  	
  Notice

  
	
  128

  	
   

  	
  Triangle
  Town Center #1107

  	
   

  	
  5959
  Triangle Town Boulevard, Raleigh, NC

  	
   

  	
  Jacobs
  Group

  	
   

  	
  Notice

  
	
  129

  	
   

  	
  Southpark
  Mall #B-50

  	
   

  	
  414
  Southpark Circle, Colonial Heights, VA

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  130

  	
   

  	
  Coastal
  Grand Mall #155

  	
   

  	
  2238
  Coastal Grand Circle, Myrtle Beach, SC

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  131

  	
   

  	
  Metrocenter
  #1198

  	
   

  	
  9617
  North metro Parkway, Phoenix, AZ

  	
   

  	
  Macerich

  	
   

  	
  Notice

  
	
  132

  	
   

  	
  Northgate
  Mall #2055

  	
   

  	
  9641
  Colerain Avenue, Cincinnati, OH

  	
   

  	
  Feldman

  	
   

  	
  Notice

  



 


12

















 


	
  #

  	
   

  	
  Store

  	
   

  	
  Location

  	
   

  	
  Landlord

  	
   

  	
  Notice/Consent*

  
	
  133

  	
   

  	
  Hickory
  Hallow Mall 2055

  	
   

  	
  5252
  Hickory Hollow Parkway, Antioch, TN

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  134

  	
   

  	
  Superstition
  Springs Mall

  	
   

  	
  6555
  East Southern Avenue, Mesa, AZ

  	
   

  	
  Macerich

  	
   

  	
  Notice

  
	
  135

  	
   

  	
  Arrowhead
  Towne Center

  	
   

  	
  7700
  W. Arrowhead Towne Center, Glendale, AZ

  	
   

  	
  Macerich

  	
   

  	
  Notice

  
	
  136

  	
   

  	
  Mall
  of the Avenues

  	
   

  	
  10300
  Southside Boulevard, Jacksonville, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  137

  	
   

  	
  Rivergate
  Mall #1670

  	
   

  	
  1000
  Rivergate Parkway, Goodlettsville, TN

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  139

  	
   

  	
  Paradise
  Valley Mall #B20

  	
   

  	
  4550
  East Cactus Road, Phoenix, AZ

  	
   

  	
  Macerich

  	
   

  	
  Notice

  
	
  140

  	
   

  	
  Columbiana
  Center

  	
   

  	
  100
  Columbiana Circle, Columbia, SC

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  141

  	
   

  	
  Broadway
  Square Mall #F11

  	
   

  	
  4601
  South Broadway Avenue, Tyler, TX

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  142

  	
   

  	
  Cortana
  Mall

  	
   

  	
  9785
  Cortana Place, Baton Rouge, LA

  	
   

  	
  Mall
  Properties

  	
   

  	
  Notice

  
	
  144

  	
   

  	
  Northwood
  Mall

  	
   

  	
  2150
  Northwoods Boulevard, Charleston, SC

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  145

  	
   

  	
  Hulen
  Mall

  	
   

  	
  4800
  South Hulen Street, Fort Worth, TX

  	
   

  	
  GGP

  	
   

  	
  Notice

  
	
  148

  	
   

  	
  Tri-County
  Mall

  	
   

  	
  11700
  Princeton Pike, Cincinnati, OH

  	
   

  	
  Thor
  Equities

  	
   

  	
  Notice

  
	
  149

  	
   

  	
  Military
  Circle Mall

  	
   

  	
  880
  North Military Highway, Norfolk, VA

  	
   

  	
  Thor
  Equities

  	
   

  	
  Notice

  
	
  151

  	
   

  	
  McCain
  Mall

  	
   

  	
  3929
  McCain Boulevard, North Little Rock, AR

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  152

  	
   

  	
  Parkdale
  Mall

  	
   

  	
  6155
  Eastex Freeway, Beaumont, TX

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  153

  	
   

  	
  Jefferson
  Mall

  	
   

  	
  4801
  Outer Loop Road, Louisville, KY

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  154

  	
   

  	
  BC-Southlake

  	
   

  	
  1000
  Southlake, Morrow, GA

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  155

  	
   

  	
  Century
  III Mall

  	
   

  	
  3075
  Clairton Road, West Mifflin, PA

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  156

  	
   

  	
  Tulsa
  Promenade Mall

  	
   

  	
  4107
  South Yale Avenue, Tulsa, OK

  	
   

  	
  Glimcher

  	
   

  	
  Notice

  
	
  157

  	
   

  	
  The
  Mall at Robinson

  	
   

  	
  100
  Robinson Center Drive, Pittsburgh, PA

  	
   

  	
  Forest
  City

  	
   

  	
  Notice

  
	
  158

  	
   

  	
  Monroeville
  Mall

  	
   

  	
  200
  Mall Circle Drive, Monroeville, PA

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  159

  	
   

  	
  Towne
  East Square

  	
   

  	
  7700
  East Kellogg Drive, Wichita, KS

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  160

  	
   

  	
  Great
  Lakes Mall

  	
   

  	
  7850
  Mentor Avenue, Mentor, OH

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  161

  	
   

  	
  Penn
  Square Mall

  	
   

  	
  1901
  NW Expressway Street, Oklahoma City, OK

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  162

  	
   

  	
  Ingram
  Place Mall

  	
   

  	
  6301
  NW Loop 410, San Antonio, TX

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  163

  	
   

  	
  Green
  Tree Mall #404

  	
   

  	
  757
  East Lewis & Clark 

  	
   

  	
  Macerich

  	
   

  	
  Notice

  



 


13

















 


	
  #

  	
   

  	
  Store

  	
   

  	
  Location

  	
   

  	
  Landlord

  	
   

  	
  Notice/Consent*

  
	
   

  	
   

  	
   

  	
   

  	
  Parkway,
  Clarksville, IN

  	
   

  	
   

  	
   

  	
   

  
	
  164

  	
   

  	
  Longview
  Mall #G5A

  	
   

  	
  3500
  McCann Road, Longview, TX

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  165

  	
   

  	
  Chesterfield
  Towne Center

  	
   

  	
  11500
  Midlothian Turnpike, Richmond, VA

  	
   

  	
  Macerich

  	
   

  	
  Notice

  
	
  166

  	
   

  	
  Mall
  of Louisiana

  	
   

  	
  6401
  Bluebonnet Boulevard, Baton Rouge, LA

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  167

  	
   

  	
  Arundel
  Mills Mall

  	
   

  	
  7000
  Arundel Mills Circle, Hanover, MD

  	
   

  	
  Mills

  	
   

  	
  Notice

  
	
  170

  	
   

  	
  Grapevine
  Mills

  	
   

  	
  3000
  Grapevine Mills Parkway, Grapevine, TX

  	
   

  	
  Mills

  	
   

  	
  Notice

  
	
  171

  	
   

  	
  Northpark
  Mall # 202

  	
   

  	
  1200
  East County Line Road, Ridgeland, MS

  	
   

  	
  Mills

  	
   

  	
  Notice

  
	
  172

  	
   

  	
  Westgate
  Mall # 520

  	
   

  	
  205
  West Blackstock Road, Spartanburg, SC

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  173

  	
   

  	
  West
  Ridge Mall # G18

  	
   

  	
  1801
  SW Wanamaker Road, Topeka, KS

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  174

  	
   

  	
  Marley
  Station

  	
   

  	
  7900
  Richie Highway E-219, Glenn Burnie, MD

  	
   

  	
  Mills

  	
   

  	
  Notice

  
	
  175

  	
   

  	
  Southern
  Place

  	
   

  	
  7401
  Market Street, Youngstown, OH

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  176

  	
   

  	
  Concord
  Mall #330

  	
   

  	
  4737
  Concord Pike, Wilmington, DE

  	
   

  	
  Allied

  	
   

  	
  None

  
	
  177

  	
   

  	
  Berkshire
  Mall

  	
   

  	
  1665
  State Hill Road, Wyomissing, PA

  	
   

  	
  Allied

  	
   

  	
  None

  
	
  178

  	
   

  	
  Chesterfield
  Mall

  	
   

  	
  261
  Chesterfield Mall, Chesterfield, MO

  	
   

  	
  Westfield

  	
   

  	
  Notice

  
	
  179

  	
   

  	
  South
  County Center

  	
   

  	
  359
  South County Center Way, St. Louis, MO

  	
   

  	
  Westfield

  	
   

  	
  Notice

  
	
  180

  	
   

  	
  Crestwood

  	
   

  	
  127
  Crestwood Plaza, St. Louis, MO

  	
   

  	
  Westfield

  	
   

  	
  Notice

  
	
  181

  	
   

  	
  Florence
  Mall

  	
   

  	
  2028
  Florence Mall, Florence, KY

  	
   

  	
  General
  Growth

  	
   

  	
  Notice

  
	
  182

  	
   

  	
  Franklin
  Mills

  	
   

  	
  1281
  Franklin Mills Circle, Philadelphia, PA

  	
   

  	
  Mills

  	
   

  	
  Notice

  
	
  183

  	
   

  	
  South
  Hills Village

  	
   

  	
  301
  South Hills Village, Pittsburgh, PA

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  184

  	
   

  	
  South
  Park Mall

  	
   

  	
  2310
  SW Military Drive, San Antonio, TX

  	
   

  	
  Jones
  Lang LaS

  	
   

  	
  Notice

  
	
  185

  	
   

  	
  Granite
  Run Mall

  	
   

  	
  1067
  West Baltimore Pike, Media, PA

  	
   

  	
   

  	
   

  	
  Notice

  
	
  186

  	
   

  	
  St.
  Clair Square

  	
   

  	
  103
  St. Claire Square, Fairview Heights, IL

  	
   

  	
  CBL

  	
   

  	
  Notice

  
	
  188

  	
   

  	
  River
  Oaks

  	
   

  	
  96
  River Oaks Center Drive, Calumet City, IL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  189

  	
   

  	
  White
  Oaks Mall #124

  	
   

  	
  2501
  Wabash Avenue, Springfield, IL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  190

  	
   

  	
  Southpark
  Mall

  	
   

  	
  1400
  16th Street, Moline, IL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  191

  	
   

  	
  Northpark
  Mall

  	
   

  	
  320
  West Kimberly Road, Davenport, IA

  	
   

  	
  Simon

  	
   

  	
  Notice

  



 


14

















 


	
  #

  	
   

  	
  Store

  	
   

  	
  Location

  	
   

  	
  Landlord

  	
   

  	
  Notice/Consent*

  
	
  192

  	
   

  	
  Lincolnwood
  Town Center

  	
   

  	
  3333
  West Touhy Avenue, Lincolnwood, IL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  193

  	
   

  	
  The
  Mall at Turtle Creek

  	
   

  	
  3000
  East Highland Drive, Jonesboro, AR

  	
   

  	
  Hocker

  	
   

  	
  Notice

  
	
  236

  	
   

  	
  Cordova
  Mall - KMD

  	
   

  	
  5100
  North 9th Avenue, Pensacola, FL

  	
   

  	
  Simon

  	
   

  	
  Notice

  
	
  250

  	
   

  	
  Hatcher
  Point Mall

  	
   

  	
  2215
  Memorial Drive, Waycross, GA

  	
   

  	
  Wheeler-Kolb

  	
   

  	
  Notice

  
	
  261

  	
   

  	
  Highland
  Square Outlet

  	
   

  	
  1036-20
  Dunn Avenue, Jacksonville, FL

  	
   

  	
  Regency
  Group

  	
   

  	
  Notice

  
	
  262

  	
   

  	
  Ponce
  De Leon Mall

  	
   

  	
  2121
  US 1 South, St. Augustine, FL

  	
   

  	
  Hull
  Storey

  	
   

  	
  Consent*

  
	
  266

  	
   

  	
  Jasper
  Mall

  	
   

  	
  300
  Highway 78, Jasper, AL

  	
   

  	
  Sharp
  Realty

  	
   

  	
  Notice

  
	
  267

  	
   

  	
  Lake
  Square Mall

  	
   

  	
  10401
  US Highway 441 South, Leesburg, FL

  	
   

  	
  Simon

  	
   

  	
  Consent*

  
	
  200

  	
   

  	
  Chesapeake
  Square

  	
   

  	
  4200
  Portsmouth Blvd., Chesapeake, VA

  	
   

  	
  Simon

  	
   

  	
  N/A

  
	
  201

  	
   

  	
  Fairfield
  Commons

  	
   

  	
  2727
  Fairfield Commons, Beavercreek, OH

  	
   

  	
  Glimcher

  	
   

  	
  N/A

  
	
  205

  	
   

  	
  Logan
  Valley

  	
   

  	
  710 Logan Valley Mall, Altoona, PA

  	
   

  	
  PREIT

  	
   

  	
  N/A

  
	
  None Yet

  	
   

  	
  Dayton
  Mall

  	
   

  	
  2700
  Miamisburg-Centerville Road, Dayton, OH

  	
   

  	
  Glimcher

  	
   

  	
  N/A

  
	
  203

  	
   

  	
  River
  Valley

  	
   

  	
  1635
  River Valley Circle S., Lancaster, OH

  	
   

  	
  Glimcher

  	
   

  	
  N/A

  
	
  202

  	
   

  	
  Ashland
  Mall

  	
   

  	
  Ashland
  Town Ctr., 500 Winchester Ave., Ashland, KY

  	
   

  	
  Glimcher

  	
   

  	
  N/A

  



 






*Store
leases that require consent be obtained from the applicable landlord as the
change of voting control over the tenant constitutes a deemed assignment under
the terms of the lease. True and correct copies of all store leases have been
provided to the Parent. The Parent and Sellers are in the process of obtaining
the necessary landlord consents.


 


(iv)                              Chief Place of
Business and chief executive office:


 


Parent


Preclosing:
One International Place, Seventh Floor, Boston, Suffolk County, MA 02110 


Post
Closing: 6225 Powers Avenue, Jacksonville, Duval County, FL 32217


 


Body
Shop and CV:


6225
Powers Avenue, Jacksonville, Duval County, FL 32217


 


Rinzi:


 


5150
Belfort Road, Building 100, Jacksonville, Duval County, Florida 32256


 


(v)                                 Location containing Records
concerning Accounts and originals of Chattel Paper Please see (iv) above.


 


15














 


SCHEDULE IV


 


DEPOSIT ACCOUNTS, SECURITIES ACCOUNTS AND COMMODITIES ACCOUNTS


 


	
   

  	
   

  	
  Type of Account

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Specified or Excluded

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Deposit Account,

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Securities Account or

  	
   

  	
  Name and Address of Institution

  	
   

  	
   

  
	
  Grantor

  	
   

  	
  Commodities Account)

  	
   

  	
  Maintaining Account

  	
   

  	
  Account Number

  
	
  Parent

  	
   

  	
  ·

  	
  Deposit
  Account: None

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  Securities
  Account: None

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  Commodities
  Account: None

  	
   

  	
   

  	
   

  	
   

  
	
  Body
  Shop

  	
   

  	
  ·

  	
  Deposit
  Account (please see attached)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  Securities
  Account: None

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  Commodities
  Account: None

  	
   

  	
   

  	
   

  	
   

  
	
  CV

  	
   

  	
  ·

  	
  Deposit
  Account (please see attached)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  Securities
  Account: None

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  Commodities
  Account: None

  	
   

  	
   

  	
   

  	
   

  
	
  Rinzi

  	
   

  	
  ·

  	
  Deposit
  Account:

  	
   

  	
  Deposit
  Account:

  	
   

  	
  Deposit
  Account:

  
	
   

  	
   

  	
  ·

  	
  Securities
  Account: None

  	
   

  	
  Wachovia
  Bank, NA

  	
   

  	
  [***]

  
	
   

  	
   

  	
  ·

  	
  Commodities
  Account: None

  	
   

  	
  Jacksonville,
  FL

  	
   

  	
   

  



 






[***]     INDICATES
MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED.  ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


16

















 


Body Shop America Bank List

07-25-2006

65 CONSOLIDATED BANKS

102 INDIVIDUAL BANKS

167 TOTAL BANKS


 


	
  WACHOVIA BANK (CONSOLIDATED)

  	
   

  
	
  225 WATER STREET

  	
  ALL
  WACHOVIA BANK ACCOUNTS OTHER

  
	
  JACKSONVILLE, FL 32202

  	
  THAN
  PAYROLL AND TRUST ACCOUNTS

  
	
  904-361-3862

  	
  ARE
  SPECIFIED DEPOSIT ACCOUNTS

  
	
  FAX:
  904-361-2230

  	
   

  
	
  ACCOUNT #: [***]

  	
   

  



 


[***]


 


65 CONSOLIDATED STORES—ALL STORE ACCOUNTS
OTHER THAN AT WACHOVIA BANK ARE EXCLUDED DEPOSIT ACCOUNTS


 


	
  STORE

  #

  	
   

  	
  NAME OF BANK

  	
   

  	
  ADDRESS

  	
   

  	
  ACCOUNT #

  	
   

  	
  PHONE #

  
	
  003

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  P.O. BOX
  31019 

  TAMPA, FL

  33831-3019

  	
   

  	
  [***]

  	
   

  	
  888-287-4637

  
	
  004

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  P.O. BOX
  1091

  CHARLOTTE, NC

  28254-3489

  	
   

  	
  [***]

  	
   

  	
  800-765-8686

  
	
  006

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  P.O. BOX
  31019

  TAMPA, FL

  33631-3019

  	
   

  	
  [***]

  	
   

  	
  800-325-4296

  
	
  009

  	
   

  	
  FIRST
  FINANCIAL BANK

  	
   

  	
  PO BOX 563966 

  TERRE HAUTE, IN

  47808-0327

  	
   

  	
  [***]

  	
   

  	
  800-511-0045

  



 






[***]     INDICATES
MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED.  ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


17

















 


	
  STORE

  #

  	
   

  	
  NAME OF BANK

  	
   

  	
  ADDRESS

  	
   

  	
  ACCOUNT #

  	
   

  	
  PHONE #

  
	
  011

  	
   

  	
  WACHOVIA
  NATIONAL ASS

  	
   

  	
  PO
  BOX 563966 

  CHARLOTTE, NC

  2826-3966

  	
   

  	
  [***]

  	
   

  	
  800-222-3862

  
	
  012

  	
   

  	
  CAPITAL
  CITY BANK

  	
   

  	
  P.O. BOX 900 

  TALLAHASSEE, Pl.

  32302-0900

  	
   

  	
  [***]

  	
   

  	
  888-671-0400

  
	
  013

  	
   

  	
  WACHOVIA
  NATIONAL ASS

  	
   

  	
  P.O. BOX
  563966 

  CHARLOTTE, NC 

  2826-8966

  	
   

  	
  [***]

  	
   

  	
  888-222-3862

  
	
  017

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  P.O. BOX
  25118

  TAMPA, FL

  33622-5118

  	
   

  	
  [***]

  	
   

  	
  800-432-1000

  
	
  020

  	
   

  	
  REGIONS
  BANK

  	
   

  	
  P.O. BOX
  681

  BIRMINGHAM, AL 

  35202

  	
   

  	
  [***]

  	
   

  	
  800-734-4667

  
	
  021

  	
   

  	
  FIRST
  CITIZENS BANK

  	
   

  	
  CENTRAL
  BANK OPERATIONS

  PO BOX 27131

  RALEIGH, NC 27611-7131

  	
   

  	
  [***]

  	
   

  	
  888-323-4732

  
	
  026

  	
   

  	
  PEOPLES
  FIRST

  	
   

  	
  P.O. BOX
  59950 

  PANAMA CITY, FL

  32412-0950

  	
   

  	
  [***]

  	
   

  	
  800-648-4633

  
	
  028

  	
   

  	
  CHASE

  	
   

  	
  TEXAS
  MARKET

  PO BOX 260180

  BATON ROUGE, LA 

  70826-0180

  	
   

  	
  [***]

  	
   

  	
  800-242-7338

  
	
  029

  	
   

  	
  FIRST
  CITIZENS

  	
   

  	
  P.O. BOX
  27131 

  RALEIGH, NC

  26711-7131

  	
   

  	
  [***]

  	
   

  	
  888-323-4732

  
	
  032

  	
   

  	
  FIRST
  TENNESSEE

  	
   

  	
  800
  SOUTH GAY ST

  KNOXVILLE, TN

  37929

  	
   

  	
  [***]

  	
   

  	
  865-971-2080

  
	
  036

  	
   

  	
  CAPITAL
  CITY

  	
   

  	
  P.O. BOX
  900

  TALLAHASSEE FL

  32302-0900

  	
   

  	
  [***]

  	
   

  	
  888-671-0400

  
	
  039

  	
   

  	
  BANK
  ONE

  	
   

  	
  P.O. BOX
  260164 

  BATON ROUGE, LA

  70826-9944

  	
   

  	
  [***]

  	
   

  	
  800-404-4111

  
	
  040

  	
   

  	
  REGIONS
  BANK

  	
   

  	
  P:O.
  BOX 29000

  HOT SPRINGS, AR 

  71903

  	
   

  	
  [***]

  	
   

  	
  800-734-4667

  



 






[***]     INDICATES
MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED.  ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


18

















 


	
  STORE

  #

  	
   

  	
  NAME OF BANK

  	
   

  	
  ADDRESS

  	
   

  	
  ACCOUNT #

  	
   

  	
  PHONE #

  
	
  043

  	
   

  	
  ANGELINA
  SAVINGS BANK

  	
   

  	
  PO
  BOX 2460 

  LUFKIN, TX

  27894-0819

  	
   

  	
  [***]

  	
   

  	
  936-639-3201

  
	
  045

  	
   

  	
  BB&T

  	
   

  	
  PO
  BOX 819 

  WILSON, NC 

  27894-0819

  	
   

  	
  [***]

  	
   

  	
  1-727-844-3620

  
	
  046

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  PO
  BOX 25118 

  TAMPA, FL

  33622-5118

  	
   

  	
  [***]

  	
   

  	
  800-325-4296

  
	
  050

  	
   

  	
  AMSOUTH
  BANK

  	
   

  	
  OXFORD
  CITY OFFICE 

  P.O. BOX 1228

  ANNISTON. AL

  36202

  	
   

  	
  [***]

  	
   

  	
  800-267-6884

  
	
  055

  	
   

  	
  FIRST
  TENNESSEE

  	
   

  	
  P.O. BOX
  84 

  MEMPHIS, TN 38101

  	
   

  	
  [***]

  	
   

  	
  901-543-4778

  
	
  057

  	
   

  	
  NBSC

  	
   

  	
  2411
  OAK ST

  SUITE 101

  MYRTLE BEACH, SC 

  29577

  	
   

  	
  [***]

  	
   

  	
  800-708-5687

  
	
  058

  	
   

  	
  WASHINGTON
  MUTUAL

  	
   

  	
  P.O. BOX
  6868

  LAKE WORTH, FL

  33466-6868

  	
   

  	
  [***]

  	
   

  	
  800-788-7000

  
	
  059

  	
   

  	
  WELLS
  FARGO

  	
   

  	
  SOUTHWAY
  FREE OFICE 

  6161 SAVOY

  HOUSTON, TX 77036

  	
   

  	
  [***]

  	
   

  	
  800-225-5935

  
	
  062

  	
   

  	
  CRYSTAL
  RIVER

  	
   

  	
  P.O. BOX
  607

  CRYSTAL RIVER, FL

  34423-0607

  	
   

  	
  [***]

  	
   

  	
  352-795-3451

  
	
  063

  	
   

  	
  CHASE

  	
   

  	
  P.O. BOX
  260180 

  BATON ROUGE, LA

  70826-0180

  	
   

  	
  [***]

  	
   

  	
  800-242-7338

  
	
  064

  	
   

  	
  CHASE

  	
   

  	
  P.O. BOX
  260180 

  BATON ROUGE, LA

  70826-0180

  	
   

  	
  [***]

  	
   

  	
  800-242-7338

  
	
  066

  	
   

  	
  WASHINGTON
  MUTUAL

  	
   

  	
  P.O. BOX
  2437 

  CHATSWORTH, CA

  91313-2437

  	
   

  	
  [***]

  	
   

  	
  800-374-4646

  
	
  067

  	
   

  	
  PNC
  BANK

  	
   

  	
  P.O. BOX
  609

  PITTSBURG, PA

  15230-9738

  	
   

  	
  [***]

  	
   

  	
  877-287-2654

  



 






[***]     INDICATES
MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED.  ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


19

















 


	
  STORE

  #

  	
   

  	
  NAME OF BANK

  	
   

  	
  ADDRESS

  	
   

  	
  ACCOUNT #

  	
   

  	
  PHONE #

  
	
  070

  	
   

  	
  IBERIA
  BANK

  	
   

  	
  P.O. BOX
  12440 

  NEW IBERIA, LA 

  70562-2440

  	
   

  	
  [***]

  	
   

  	
  800-968-0801

  
	
  072

  	
   

  	
  AMSOUTH

  	
   

  	
  EAST
  TOWNE MALL OFFICE

  5005 WASHINGTON PIKE

  KNOXVILLE, TN

  37917

  	
   

  	
  [***]

  	
   

  	
  800-267-6884

  
	
  074

  	
   

  	
  REGIONS
  BANK

  	
   

  	
  P.O. BOX
  680

  HUNTSVILLE, AL

  35804-0680

  	
   

  	
  [***]

  	
   

  	
  800-734-4667

  
	
  076

  	
   

  	
  UNITED
  COMMUNITY BANK

  	
   

  	
  109
  SCRANTON CONNECTOR

  BRUNSWICK, GA

  31521-2257

  	
   

  	
  [***]

  	
   

  	
  912-262-0936

  
	
  077

  	
   

  	
  CHASE

  	
   

  	
  P.O. BOX
  260180

  BATON ROUGE, LA

  70826-0180

  	
   

  	
  [***]

  	
   

  	
  800-242-7338

  
	
  078

  	
   

  	
  CHASE

  	
   

  	
  P.O. 260180
  

  BATON ROUGE, LA

  70826-0180

  	
   

  	
  [***]

  	
   

  	
  800-242-7338

  
	
  080

  	
   

  	
  CHASE

  	
   

  	
  P.O. BOX
  1231 

  HOUSTON, TX 77251-1231

  	
   

  	
  [***]

  	
   

  	
  800-235-8522

  
	
  084

  	
   

  	
  FIRST
  STATE

  	
   

  	
  P.O. BOX 4810 

  VALDOSTA, GA 

  31604-4810

  	
   

  	
  [***]

  	
   

  	
  229-245-5528

  
	
  085

  	
   

  	
  BB&T

  	
   

  	
  P.O. BOX
  819

  WILSON, NC

  27894-0819

  	
   

  	
  [***]

  	
   

  	
  800-682-6921

  
	
  089

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  P.O. BOX
  25118

  TAMPA, FL

  33622-5118

  	
   

  	
  [***]

  	
   

  	
  800-325-4296

  
	
  092

  	
   

  	
  CHASE

  	
   

  	
  P.O,
  BOX 260180

  BATON ROUGE, LA

  70826-0180

  	
   

  	
  [***]

  	
   

  	
  800-242-7338

  
	
  093

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  P.O. Box
  25118 

  TAMPA, FL

  	
   

  	
  [***]

  	
   

  	
  600-325-4296

  
	
  097

  	
   

  	
  WACHOVIA
  NATIONAL

  	
   

  	
  PO
  BOX 563966 

  CHARLOTTE, NC 

  28262-3966

  	
   

  	
  [***]

  	
   

  	
  800-222-3862

  



 






[***]     INDICATES
MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED.  ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


20

















 


	
  STORE

  #

  	
   

  	
  NAME OF BANK

  	
   

  	
  ADDRESS

  	
   

  	
  ACCOUNT #

  	
   

  	
  PHONE #

  
	
  098

  	
   

  	
  REGIONS
  BANK

  	
   

  	
  P.O. BOX
  30280

  NEW ORLEANS, LA 70190

  	
   

  	
  [***]

  	
   

  	
  800-734-4667

  
	
  103

  	
   

  	
  VANGUARD

  	
   

  	
  23
  S JOHN SIMS PARKWAY 

  VALPARAISO, FL

  32580

  	
   

  	
  [***]

  	
   

  	
  850-729-5500

  
	
  104

  	
   

  	
  CAPITAL
  ONE

  	
   

  	
  P.O. BOX
  61540

  NEW ORLEANS, LA 70161

  	
   

  	
  [***]

  	
   

  	
  800-262-5689

  
	
  106

  	
   

  	
  EXCHANGE
  BANK

  	
   

  	
  230
  NORTH 3rd STREET

  GADSDEN, AL

  35901

  	
   

  	
  [***]

  	
   

  	
  266-547-2572

  
	
  107

  	
   

  	
  WACHOVIA
  NATIONAL

  	
   

  	
  P.O. BOX
  563966

  CHARLOTTE, NC 

  28262-3966

  	
   

  	
  [***]

  	
   

  	
  800-222-3862

  
	
  112

  	
   

  	
  NATIONAL
  CITY BANK OF KENTUCKY

  	
   

  	
  P.O. BOX 36000

  LOUISVILLE, KY

  40233-6000

  	
   

  	
  [***]

  	
   

  	
  804-727-8686

  
	
  113

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  PO
  BOX 25118 

  TAMPA, FL

  33622

  	
   

  	
  [***]

  	
   

  	
  800-325-4296

  
	
  114

  	
   

  	
  FIRST
  TENNESSEE

  	
   

  	
  701
  MARKET ST

  CHATTANOOGA, TN 34702

  	
   

  	
  [***]

  	
   

  	
  423-757-4720

  
	
  115

  	
   

  	
  AMSOUTH
  BANK

  	
   

  	
  OXMOOR
  VALLEY OFFICE 

  P.O. BOX 11007

  BIRMINGHAM, AL

  35288

  	
   

  	
  [***]

  	
   

  	
  800-444-2867

  
	
  116

  	
   

  	
  CHASE

  	
   

  	
  P.O. BOX
  260180

  BATON ROUGE, LA

  70826-0180

  	
   

  	
  [***]

  	
   

  	
  800-242-7338

  
	
  120

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  P.O. BOX
  31019

  TAMPA, FL

  33631-3019

  	
   

  	
  [***]

  	
   

  	
  800-325-4296

  
	
  121

  	
   

  	
  CONWAY
  NATIONAL BANK

  	
   

  	
  PO
  BOX 320 

  CONWAY, SC 29528

  	
   

  	
  [***]

  	
   

  	
  843-248-5721

  
	
  123

  	
   

  	
  BANCORP
  SOUTH

  	
   

  	
  2910
  WEST JACKSON ST 

  TUPELO, MS 38801

  	
   

  	
  [***]

  	
   

  	
  888-797-7711

  



 






[***] INDICATES MATERIAL THAT HAS
BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.  ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED.


 


21

















 


	
  STORE

  #

  	
   

  	
  NAME OF BANK

  	
   

  	
  ADDRESS

  	
   

  	
  ACCOUNT #

  	
   

  	
  PHONE #

  
	
  126

  	
   

  	
  BANC
  FIRST

  	
   

  	
  P.O. BOX
  26020 

  OKLAHOMA CITY, OK

  73126-0020

  	
   

  	
  [***]

  	
   

  	
  405-841-2100

  
	
  131

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  P.O. BOX
  2518 

  HOUSTON, TX 77252-2518

  	
   

  	
  [***]

  	
   

  	
  888-287-4637

  
	
  132

  	
   

  	
  HUNTINGTON
  NATIONAL

  	
   

  	
  P.O. BOX
  1558 

  COLUMBUS, OH

  43216-1558

  	
   

  	
  [***]

  	
   

  	
  800-480-2265

  
	
  133

  	
   

  	
  AMSOUTH
  BANK

  	
   

  	
  900
  TWO MILE PKWY 

  GOODLETTSVILLE, TN 37072

  	
   

  	
  [***]

  	
   

  	
  800-444-2867

  
	
  134

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  P.O. BOX
  2518 

  HOUSTON, TX 77252-2518

  	
   

  	
  [***]

  	
   

  	
  888-287-4637

  
	
  135

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  P.O. BOX
  2518 

  HOUSTON, TX 77252-2518

  	
   

  	
  [***]

  	
   

  	
  888-287-4637

  
	
  136

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  PO
  BOX 31019 

  TAMPA, FL

  33631-3019

  	
   

  	
  [***]

  	
   

  	
  800-432-1000

  
	
  137

  	
   

  	
  AMSOUTH
  BANK

  	
   

  	
  900
  TWO MILE PKWY.

  GOODLETTSVILLE, TN 37072

  	
   

  	
  [***]

  	
   

  	
  800-444-2867

  
	
  139

  	
   

  	
  BANK
  ONE

  	
   

  	
  P.O. BOX
  260161 

  BATON ROUGE, LA

  70826-0161

  	
   

  	
  [***]

  	
   

  	
  800-404-4111

  
	
  141

  	
   

  	
  TEXAS
  BANK & TRUST

  	
   

  	
  P.O. BOX
  3188 

  LONGVIEW, TX 75606-3188

  	
   

  	
  [***]

  	
   

  	
  903-237-5500

  
	
  142

  	
   

  	
  CAPITAL
  ONE

  	
   

  	
  P.O. 61540

  NEW ORLEANS, LA 70161

  	
   

  	
  [***]

  	
   

  	
  800-262-5689

  
	
  145

  	
   

  	
  FROST
  NATIONAL

  	
   

  	
  P.O. BOX
  16509 

  FORT WORTH, TX 76162

  	
   

  	
  [***]

  	
   

  	
  800-513-7678

  
	
  147

  	
   

  	
  KEY
  BANK

  	
   

  	
  P.O. BOX
  22114 

  ALBANY, NY

  12201-2114

  	
   

  	
  [***]

  	
   

  	
  888-539-4249

  
	
  148

  	
   

  	
  US
  BANK

  	
   

  	
  P.O. BOX
  1800 

  ST. PAUL, MN 55101-0800

  	
   

  	
  [***]

  	
   

  	
  800-673-3555

  



 






[***]     INDICATES
MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED.  ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


22

















 


	
  STORE

  #

  	
   

  	
  NAME OF BANK

  	
   

  	
  ADDRESS

  	
   

  	
  ACCOUNT #

  	
   

  	
  PHONE #

  
	
  151

  	
   

  	
  METROPOLITAN
  NATIONAL

  	
   

  	
  P.O. BOX
  8010

  LITTLE ROCK, AR 72203

  	
   

  	
  [***]

  	
   

  	
  501-753-9601

  
	
  152

  	
   

  	
  WACHOV1A
  NATIONAL

  	
   

  	
  PO
  BOX 563966

  CHARLOTTE, NC

  28262-3966

  	
   

  	
  [***]

  	
   

  	
  800-222-3862

  
	
  153

  	
   

  	
  BB&T

  	
   

  	
  OPERATIONS
  CENTER 

  P.O BOX 819

  WILSON, NC

  27894-0819

  	
   

  	
  [***]

  	
   

  	
  800-226-5228

  
	
  154

  	
   

  	
  SUNTRUST

  	
   

  	
  PO
  BOX 622227 

  ORLANDO, FL

  32862-2227

  	
   

  	
  [***]

  	
   

  	
  800-786-8787

  
	
  155

  	
   

  	
  SKY
  BANK

  	
   

  	
  P.O. BOX 247

  SALINEVILLE, OH

  43945-0247

  	
   

  	
  [***]

  	
   

  	
  866-759-2265

  
	
  156

  	
   

  	
  CHASE

  	
   

  	
  PO
  BOX 260180

  BATON ROUGE, LA

  70826-0180

  	
   

  	
  [***]

  	
   

  	
  800-404-4111

  
	
  157

  	
   

  	
  NATIONAL
  CITY BANK OF PA

  	
   

  	
  116
  ALLEGHENY CENTER MALL

  PITTSBURGH, PA

  15212-5356

  	
   

  	
  [***]

  	
   

  	
  800-352-0186

  
	
  158

  	
   

  	
  NATIONAL
  CITY BANK OF PA

  	
   

  	
  116
  ALLEGHENY CENTER MALL

  PITTSBURGH, PA

  15212-5356

  	
   

  	
  [***]

  	
   

  	
  800-352-0186

  
	
  159

  	
   

  	
  SOUTHWEST
  NATIONAL

  	
   

  	
  P.O. BOX
  1401

  WICHITA, KS 67201

  	
   

  	
  [***]

  	
   

  	
  316-291-5322

  
	
  160

  	
   

  	
  FIFTH
  THIRD BANK

  	
   

  	
  1404
  EAST NINTH ST. 

  CLEVELAND, OH

  44114

  	
   

  	
  [***]

  	
   

  	
  440-255-6707

  
	
  161

  	
   

  	
  UMB
  BANK

  	
   

  	
  PO
  BOX 419226 

  KANSAS CITY, MS

  64141-6226

  	
   

  	
  [***]

  	
   

  	
  800-860-4862

  
	
  162

  	
   

  	
  INTERNATIONAL
  BANK OF COMMERCE (IBC)

  	
   

  	
  130
  EAST TRAVIS ST.

  SAN ANTONIO, TX

  78205

  	
   

  	
  [***]

  	
   

  	
  210-518-2500

  
	
  163

  	
   

  	
  CHASE

  	
   

  	
  KENTUCKY
  MARKET 

  PO BOX 260180

  BATON ROUGE, LA

  70826-0180

  	
   

  	
  [***]

  	
   

  	
  800-404-4111

  



 






[***] INDICATES MATERIAL THAT HAS
BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.  ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED.


 


23

















 


	
  STORE

  #

  	
   

  	
  NAME OF BANK

  	
   

  	
  ADDRESS

  	
   

  	
  ACCOUNT #

  	
   

  	
  PHONE #

  
	
  164

  	
   

  	
  GUARANTY
  BANK

  	
   

  	
  OPERATIONS
  CTR. 

  PO BOX 1149

  AUSTIN, TX

  78767-1149

  	
   

  	
  [***]

  	
   

  	
  800-288-8822

  
	
  165

  	
   

  	
  BB&T

  	
   

  	
  OPERATIONS
  CTR

  PO BOX 819

  WILSON, NC 27894-0819

  	
   

  	
  [***]

  	
   

  	
  800-682-6921

  
	
  166

  	
   

  	
  CHASE

  	
   

  	
  JP
  MORGAN CHASE BANK 

  PO BOX 260180

  BATON ROUGE, LA

  70826-0180

  	
   

  	
  [***]

  	
   

  	
  800-404-4111

  
	
  167

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  PO
  BOX 25118 

  TAMPA, FL

  33622-5118

  	
   

  	
  [***]

  	
   

  	
  800-325-4296

  
	
  170

  	
   

  	
  FROST
  NATIONAL BANK

  	
   

  	
  PO
  BOX 1600

  SAN ANTONIO, TX

  78296-1600

  	
   

  	
  [***]

  	
   

  	
  800-513-7678

  
	
  171

  	
   

  	
  AMSOUTH
  BANK

  	
   

  	
  PO
  BOX 11007 

  BIRMINGHAM, AL

  35288

  	
   

  	
  [***]

  	
   

  	
  800-267-6884

  
	
  173

  	
   

  	
  COMMERCE
  BANK & TRUST

  	
   

  	
  PO
  BOX 5049

  TOPEKA, KS 66605

  	
   

  	
  [***]

  	
   

  	
  786-267-8900

  
	
  174

  	
   

  	
  M &
  T BANK

  	
   

  	
  7900
  RITCHIE HIGHWAY

  GLEN BURNIE, MD 21061

  	
   

  	
  [***]

  	
   

  	
  800-724-6070

  
	
  175

  	
   

  	
  NATIONAL
  CITY BANK

  	
   

  	
  7401
  MARKET ST 

  YOUNGSTOWN, OH

  44512

  	
   

  	
  [***]

  	
   

  	
  888-622-4249

  
	
  176

  	
   

  	
  WILMINGTON
  TRUST

  	
   

  	
  5107
  CONCORD PIKE 

  WILMINGTON, DE

  19803

  	
   

  	
  [***]

  	
   

  	
  800-523-2378

  
	
  177

  	
   

  	
  SOVEREIGN
  BANK

  	
   

  	
  1665
  STATE HILL ROAD

  WYOMISSING, PA

  19610

  	
   

  	
  [***]

  	
   

  	
  877-768-1145

  
	
  178

  	
   

  	
  US
  BANK

  	
   

  	
  PO
  BOX 1800

  SAINT PAUL, MN

  55101-0800

  	
   

  	
  [***]

  	
   

  	
  800-673-3555

  



 






[***] INDICATES MATERIAL THAT HAS
BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.  ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED.


 


24

















 


	
  STORE

  #

  	
   

  	
  NAME OF BANK

  	
   

  	
  ADDRESS

  	
   

  	
  ACCOUNT #

  	
   

  	
  PHONE #

  
	
  179

  	
   

  	
  US
  BANK

  	
   

  	
  PO
  BOX 1800

  SAINT PAUL, MN

  55101-0800

  	
   

  	
  [***]

  	
   

  	
  800-673-3555

  
	
  180

  	
   

  	
  BANK
  OF AMERICA

  	
   

  	
  PO
  BOX 25118

  TAMPA, FL

  33622-5118

  	
   

  	
  [***]

  	
   

  	
  800-325-4296

  
	
  181

  	
   

  	
  FIRST
  FINANCIAL BANK NA

  	
   

  	
  300
  HIGH ST

  PO BOX 476

  HAMILTON, OH

  45012-0476

  	
   

  	
  [***]

  	
   

  	
  866-688-2265

  
	
  182

  	
   

  	
  CITIZENS
  BANK

  	
   

  	
  PO
  BOX 42001 PROVIDENCE, RI

  02901-0789

  	
   

  	
  [***]

  	
   

  	
  800-862-6200

  
	
  183

  	
   

  	
  NATIONAL
  CITY BANK

  	
   

  	
  118
  ALLEGHENY CENTER

  PITTSBURGH, PA 15212-5356

  	
   

  	
  [***]

  	
   

  	
  800-352-0186

  
	
  185

  	
   

  	
  CITIZENS
  BANK

  	
   

  	
  PO
  BOX 42001

  PROVIDENCE, RI

  02901-0789

  	
   

  	
  [***]

  	
   

  	
  800-862-6200

  
	
  186

  	
   

  	
  US
  BANK

  	
   

  	
  PO
  BOX 1800

  SAINT PAUL, MN

  55101-0800

  	
   

  	
  [***]

  	
   

  	
  800-673-3555

  
	
  190

  	
   

  	
  NATIONAL
  CITY BANK

  	
   

  	
  PO
  BOX 8043

  ROYAL OAK, MI

  48068-8043

  	
   

  	
  [***]

  	
   

  	
  800-925-9259

  
	
  191

  	
   

  	
  NORTHWEST
  BANK & TRUST

  	
   

  	
  100
  EAST KIMBERLY RD PO BOX 8001

  DAVENPORT, IOWA

  52808-8001

  	
   

  	
  [***]

  	
   

  	
  563-388-2511

  
	
  250

  	
   

  	
  SUNTRUST
  BANK

  	
   

  	
  P.O. BOX
  622227

  ORLANDO, FL

  32862-2227

  	
   

  	
  [***]

  	
   

  	
  800-688-7878

  
	
  266

  	
   

  	
  FIRST
  NATIONAL OF JASPER

  	
   

  	
  P.O. BOX
  31

  JASPER, AL 35502-0031

  	
   

  	
  [***]

  	
   

  	
  205-221-3121

  
	
  267

  	
   

  	
  WACHOVIA

  	
   

  	
  P.O. BOX
  6010

  DELAND,
  FL 32721

  	
   

  	
  [***]

  	
   

  	
  800-225-5782

  



 






[***]     INDICATES
MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED.  ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


25

















 


CORPORATE ACCOUNT LISTING


 


WACHOVIA


A/P


Account
[***]


PO
Box 563966


Charlotte,
NC 28262-3966


800-566-3862


 


WACH0VIA


E/P


Account
[***]


PO  Box 563966


Charlotte,
NC 28262-3966


 


WACHOVIA


OPERATING


Account
[***]


PO
Box 563966


Charlotte,
NC 28262-3966


800-566-3862


 


WACHOVIA


PAYROLL


Account
[***]


PO
Box 563966


Charlotte,
NC 28262-3966


800-566-3862


 


WACHOVIA


TRUST


Account
[***]


123
W Broad St, 10th Floor


Philadelphia,
PA 19109


 






[***]     INDICATES
MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED.  ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


26

















 


CATALOGUE VENTURES ACCOUNTS


 


COMPASS
CHECKING


Account
[***]


PO
Box 10566


Birmingham,
AL 35296


1-800-266-7277


 


COMPASS
CHECKING


Account
[***]


PO
Box 10566


Birmingham,
AL 35296


1-800-266-7277


 


WACHOVIA


CONTROLLED
DISBURSEMENT


Account
[***]


PO
Box 563966


Charlotte,
NC 28262-3966


800-566-3862


 


WACHOVIA


OPERATING
ACCOUNT


Account
[***]


PO
Box 563966


Charlotte,
NC 28262-3966


800-566-3862


 






[***]     INDICATES
MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED.  ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


27














 


SCHEDULE V


 


UCC-1 FINANCING STATEMENTS


 


Parent:
Secretary of State, Delaware


 


Body
Shop, CV, Rinzi: Secretary of State, Florida


 


28














 


SCHEDULE VI


 


COMMERCIAL TORT CLAIMS


 


None.


 


29














 


EXHIBIT A


 


ASSIGNMENT FOR SECURITY


 


[TRADEMARKS] [PATENTS] [COPYRIGHTS]


 


WHEREAS,
                                  
(the “Assignor”) [has adopted, used and is using, and holds all right,
title and interest in and to, the trademarks and service marks listed on the
annexed Schedule 1A, which trademarks and service marks are registered or
applied for in the United States Patent and Trademark Office (the “Trademarks”)
[holds all right, title and interest in the letter patents, design patents and
utility patents listed on the annexed Schedule 1A, which patents are issued or
applied for in the United States Patent and Trademark Office (the “Patents”)]
[holds all right, title and interest in the copyrights listed on the annexed
Schedule 1A, which copyrights are registered in the United States Copyright
Office (the “Copyrights”)];


 


WHEREAS,
the Assignor, has entered into a Security Agreement, dated October 1, 2006
(the “Security Agreement”), in favor of Dymas Funding Company, LLC, in
its capacity as the Administrative Agent for certain lenders (the “Assignee”);


 


WHEREAS,
pursuant to the Security Agreement, the Assignor has assigned to the Assignee
and granted to the Assignee for the benefit of the lenders a continuing
security interest in all right, title and interest of the Assignor in, to and
under the [Trademarks, together with, among other things, the good-will of the
business symbolized by the Trademarks] [Patents] [Copyrights] and the
applications and registrations thereof, and all proceeds thereof, including, without
limitation, any and all causes of action which may exist by reason of
infringement thereof and any and all damages arising from past, present and
future violations thereof (the “Collateral”), to secure the payment,
performance and observance of the Obligations (as defined in the Security
Agreement);


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Assignor does hereby pledge, convey, sell,
assign, transfer and set over unto the Assignee and grants to the Assignee for
the benefit of the lenders a continuing security interest in the Collateral to
secure the prompt payment, performance and for the benefit of the lenders
observance of the Obligations.


 


The
Assignor does hereby further acknowledge and affirm that the rights and
remedies of the Assignee with respect to the Collateral are more fully set
forth in the Security Agreement, the terms and provisions of which are hereby
incorporated herein by reference as if fully set forth herein.


 


IN
WITNESS WHEREOF, the Assignor has caused this Assignment to be duly executed by
its officer thereunto duly authorized as of
                        
    , 20      .


 


	
   

  	
  [GRANTOR]

  



 


30

















 


SCHEDULE lA TO ASSIGNMENT FOR SECURITY


 


	
  [Trademarks
  and Trademark Applications]

  	
   

  
	
  [Patent
  and Patent Applications]

  	
   

  
	
  [Copyright
  and Copyright Applications]

  	
   

  
	
  Owned
  by

  	
   

  	
   

  
			



 


31

















 


JOINDER TO SECURITY AGREEMENT


 


The
undersigned,
                                                ,
a
                                        
(“Grantor”), hereby joins in the execution of that certain Security Agreement
dated as of October 1, 2006 (as the same has been and hereafter may be
amended, restated, supplemented or otherwise modified from time to time, the “Security
Agreement”), by and among the Grantors party thereto, each other Person
that has become or hereafter becomes a party thereto pursuant to a joinder
substantially in the form hereof and Dymas Funding Company, LLC, as
administrative agent (in such capacity, the “Administrative Agent”).
Capitalized terms used herein but not otherwise defined herein shall have the
respective meanings ascribed thereto in the Security Agreement. By execution of
this Joinder to Security Agreement, Grantor hereby agrees that it is a Grantor
under the Security Agreement and agrees to be bound by all of the terms and
provisions of the Security Agreement. As collateral security for the prompt
payment, performance and observance of the Liabilities, Grantor hereby pledges
and grants to the Administrative Agent for the benefit of the Administrative
Agent and the Lenders, a lien on and security interest in all of the Collateral
owned by Grantor, in each case whether now owned or hereafter acquired and
whether now existing or hereafter coming into existence and wherever location.


 


Grantor
represents and warrants to the Administrative Agent that:


 


(a)           Schedule I attached hereto
sets for the Grantor’s legal name, organizational identification number, if
any, state or jurisdiction of organization, states or jurisdictions in which
Grantor is in good standing and/or qualified to do business;


 


(b)           Schedule II attached hereto
sets forth all Intellectual Property and licenses and tradenames owned by
Grantor;


 


(c)           Schedule III attached hereto
sets forth the Grantor’s chief place of business, chief executive office and
location(s) of Records concerning Accounts, original Chattel Paper,
Equipment, Fixtures, Goods and/or Inventory;


 


(d)           Schedule IV attached hereto
sets forth all of Grantor’s Deposit Accounts, Securities Accounts and
Commodities Accounts;


 


(e)           Schedule V attached hereto
contains the UCC-1 Financing Statement filed against Grantor in Grantor’s
jurisdiction of organization; and


 


(f)            Schedule VI attached hereto
contains a description of all of Grantor’s Commercial Tort Claims.


 


	
   

  	
  GRANTOR:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


32