exv10w2






Exhibit 10.2




Execution Copy




 





AMENDED AND RESTATED

LOAN AND GUARANTY AGREEMENT




by and among



COLLECTIVE BRANDS FINANCE, INC.



as Borrower,



THE GUARANTORS SIGNATORY HERETO,



as Credit Parties,



THE LENDERS THAT ARE SIGNATORIES HERETO



as the Lenders,



and



WELLS FARGO RETAIL FINANCE, LLC



as Joint Lead Arranger, Joint Bookrunner and Administrative Agent



and



CITIGROUP GLOBAL MARKETS INC.



as Joint Lead Arranger and Joint Bookrunner



Dated as of August 17, 2007



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 

	1. DEFINITIONS AND CONSTRUCTION
	 	 	1	 
	1.1   Definitions
	 	 	1	 
	1.2   Accounting Terms
	 	 	40	 
	1.3   Code
	 	 	40	 
	1.4   Construction
	 	 	41	 
	1.5   Schedules and Exhibits
	 	 	41	 
	 
	 	 	 	 
	2. LOAN AND TERMS OF PAYMENT
	 	 	41	 
	2.1   Revolver Advances
	 	 	41	 
	2.2   Revolver Increase
	 	 	42	 
	2.3   Borrowing Procedures and Settlements
	 	 	43	 
	2.4   Payments
	 	 	50	 
	2.5   Overadvances
	 	 	52	 
	2.6   Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations
	 	 	52	 
	2.7   Cash Management
	 	 	54	 
	2.8   Crediting Payments
	 	 	57	 
	2.9   Designated Account
	 	 	58	 
	2.10   Maintenance of Loan Account; Statements of Obligations
	 	 	58	 
	2.11   Fees
	 	 	58	 
	2.12   Letters of Credit
	 	 	59	 
	2.13   LIBOR Option
	 	 	63	 
	2.14   Capital Requirements
	 	 	65	 
	 
	 	 	 	 
	3. CONDITIONS; TERM OF AGREEMENT
	 	 	66	 
	3.1   Conditions Precedent to the Initial Extension of Credit
	 	 	66	 
	3.2   [Intentionally Omitted]
	 	 	69	 
	3.3   Conditions Precedent to all Extensions of Credit
	 	 	69	 
	3.4   Term
	 	 	70	 
	3.5   Effect of Termination
	 	 	70	 
	3.6   Early Termination by Borrower
	 	 	70	 
	 
	 	 	 	 
	4. [INTENTIONALLY OMITTED]
	 	 	71	 
	 
	 	 	 	 
	5. REPRESENTATIONS AND WARRANTIES
	 	 	71	 
	5.1   No Encumbrances
	 	 	71	 
	5.2   Eligible Accounts
	 	 	71	 
	5.3   Eligible Inventory
	 	 	71	 
	5.4   Location of Inventory
	 	 	71	 
	5.5   Inventory Records
	 	 	72	 
	5.6   State of Incorporation; Location of Chief Executive Office; FEIN;
Organizational ID Number
	 	 	72	 
	5.7   Due Organization and Qualification; Subsidiaries
	 	 	72	 






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	TABLE OF CONTENTS

	5.8   Due Authorization; No Conflict
	 	 	73	 
	5.9   Litigation
	 	 	73	 
	5.10   No Material Adverse Change
	 	 	74	 
	5.11   Fraudulent Transfer
	 	 	74	 
	5.12   Employee Benefits
	 	 	74	 
	5.13   Environmental Condition
	 	 	74	 
	5.14   Investment Company Act
	 	 	75	 
	5.15   Intellectual Property
	 	 	75	 
	5.16   Leases
	 	 	75	 
	5.17   Deposit Accounts
	 	 	75	 
	5.18   Complete Disclosure
	 	 	75	 
	5.19   Indebtedness
	 	 	75	 
	5.20   Credit Card Receipts
	 	 	76	 
	5.21   Margin Stock
	 	 	76	 
	5.22   Senior Debt
	 	 	76	 
	5.23   Anti-Terrorism Laws
	 	 	76	 
	5.24   Related Documents
	 	 	77	 
	 
	 	 	 	 
	6. AFFIRMATIVE COVENANTS
	 	 	78	 
	6.1   Accounting System
	 	 	78	 
	6.2   Collateral Reporting
	 	 	78	 
	6.3   Financial Statements, Reports, Certificates
	 	 	78	 
	6.4   Returns
	 	 	81	 
	6.5   Maintenance of Properties
	 	 	81	 
	6.6   Taxes
	 	 	81	 
	6.7   Insurance
	 	 	81	 
	6.8   Location of Inventory/Chief Executive Offices
	 	 	82	 
	6.9   Compliance with Laws
	 	 	82	 
	6.10   Leases
	 	 	82	 
	6.11   Existence
	 	 	82	 
	6.12   Environmental
	 	 	82	 
	6.13   Disclosure Updates
	 	 	83	 
	6.14   Formation of Subsidiaries
	 	 	83	 
	6.15   Designation of Subsidiaries
	 	 	84	 
	6.16   Segregation of Collateral
	 	 	84	 
	 
	 	 	 	 
	7. NEGATIVE COVENANTS
	 	 	84	 
	7.1   Indebtedness
	 	 	84	 
	7.2   Liens
	 	 	87	 
	7.3   Restrictions on Fundamental Changes/Disposal of Assets
	 	 	87	 
	7.4   Change Name
	 	 	88	 
	7.5   Nature of Business
	 	 	88	 






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	TABLE OF CONTENTS

	7.6   Amendments
	 	 	89	 
	7.7   Change of Control
	 	 	89	 
	7.8   Distributions
	 	 	89	 
	7.9   Accounting Methods; Fiscal Year
	 	 	89	 
	7.10   Investments
	 	 	89	 
	7.11   Transactions with Affiliates
	 	 	91	 
	7.12   Use of Proceeds
	 	 	91	 
	7.13   Limitations on Restrictions on Subsidiary Distributions; No New
Negative Pledge
	 	 	91	 
	7.14   Modification of Governing Documents
	 	 	92	 
	7.15   Modification of Related Documents
	 	 	92	 
	7.16   Sales and Lease-Backs
	 	 	92	 
	7.17   Minimum Fixed Charge Coverage Ratio
	 	 	92	 
	7.18   No Speculative Transactions
	 	 	92	 
	 
	 	 	 	 
	8. EVENTS OF DEFAULT
	 	 	93	 
	 
	 	 	 	 
	9. THE LENDER GROUP’S RIGHTS AND REMEDIES
	 	 	95	 
	9.1   Rights and Remedies
	 	 	95	 
	9.2   Remedies Cumulative
	 	 	97	 
	 
	 	 	 	 
	10. TAXES AND EXPENSES
	 	 	97	 
	 
	 	 	 	 
	11. WAIVERS; INDEMNIFICATION
	 	 	98	 
	11.1   Demand; Protest; etc
	 	 	98	 
	11.2   The Lender Group’s Liability for Collateral
	 	 	98	 
	11.3   Indemnification
	 	 	98	 
	 
	 	 	 	 
	12. NOTICES
	 	 	99	 
	 
	 	 	 	 
	13. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER
	 	 	100	 
	 
	 	 	 	 
	14. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS
	 	 	101	 
	14.1   Assignments and Participations
	 	 	101	 
	14.2   Successors
	 	 	104	 
	 
	 	 	 	 
	15. AMENDMENTS; WAIVERS
	 	 	104	 
	15.1   Amendments and Waivers
	 	 	104	 
	15.2   Replacement of Holdout Lender
	 	 	105	 
	15.3   No Waivers; Cumulative Remedies
	 	 	106	 
	 
	 	 	 	 
	16. AGENT; THE LENDER GROUP
	 	 	106	 
	16.1   Appointment and Authorization of Agent
	 	 	106	 






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	TABLE OF CONTENTS

	16.2   Delegation of Duties
	 	 	107	 
	16.3   Liability of Agent
	 	 	107	 
	16.4   Reliance by Agent
	 	 	108	 
	16.5   Notice of Default or Event of Default
	 	 	108	 
	16.6   Credit Decision
	 	 	109	 
	16.7   Costs and Expenses; Indemnification
	 	 	109	 
	16.8   Agent in Individual Capacity
	 	 	110	 
	16.9   Successor Agent
	 	 	110	 
	16.10   Lender in Individual Capacity
	 	 	111	 
	16.11   Withholding Taxes
	 	 	111	 
	16.12   Collateral Matters
	 	 	114	 
	16.13   Restrictions on Actions by Lenders; Sharing of Payments
	 	 	115	 
	16.14   Agency for Perfection
	 	 	115	 
	16.15   Payments by Agent to the Lenders
	 	 	116	 
	16.16   Concerning the Collateral and Related Loan Documents
	 	 	116	 
	16.17   Field Audits and Examination Reports; Confidentiality;
Disclaimers by Lenders; Other Reports and Information
	 	 	116	 
	16.18   Several Obligations; No Liability
	 	 	117	 
	16.19   Legal Representation of Agent
	 	 	118	 
	 
	 	 	 	 
	17. GUARANTY
	 	 	118	 
	17.1   Guaranty of the Obligations
	 	 	118	 
	17.2   Contribution by Guarantors
	 	 	118	 
	17.3   Payment by Guarantors
	 	 	119	 
	17.4   Liability of Guarantors Absolute
	 	 	119	 
	17.5   Waivers by Guarantors
	 	 	121	 
	17.6   Guarantors’ Rights of Subrogation, Contribution, Etc
	 	 	122	 
	17.7   Subordination Of Other Obligations
	 	 	123	 
	17.8   Continuing Guaranty
	 	 	123	 
	17.9   Authority of Guarantors or Borrower
	 	 	123	 
	17.10   Financial Condition of Borrower
	 	 	123	 
	17.11   Bankruptcy, Etc
	 	 	124	 
	 
	 	 	 	 
	18. GENERAL PROVISIONS
	 	 	125	 
	18.1   Effectiveness
	 	 	125	 
	18.2   Section Headings
	 	 	125	 
	18.3   Interpretation
	 	 	125	 
	18.4   Severability of Provisions
	 	 	125	 
	18.5   Amendments in Writing
	 	 	125	 
	18.6   Counterparts; Telefacsimile Execution
	 	 	125	 
	18.7   Revival and Reinstatement of Obligations
	 	 	125	 
	18.8   Confidentiality
	 	 	126	 






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	TABLE OF CONTENTS

	18.9   Integration
	 	 	127	 
	18.10   Patriot Act Notice
	 	 	127	 
	18.11   Amendment and Restatement
	 	 	127	 






5









 






EXHIBITS AND SCHEDULES




	 	 	 

	Exhibit A-1

	 	Form of Assignment and Acceptance
	Exhibit C-1

	 	Form of Compliance Certificate
	Exhibit G

	 	Form of Pledge and Security Agreement
	Exhibit L-1

	 	Form of LIBOR Notice
	Exhibit M

	 	Form of Borrowing Base Certificate
	 
	 	 
	Schedule A-1

	 	Agent’s Account
	Schedule A-2

	 	Authorized Persons
	Schedule C-1

	 	Commitments
	Schedule D-1

	 	Designated Account
	Schedule D-2

	 	Group Concentration Account
	Schedule E-1

	 	Eligible Inventory Locations
	Schedule E-2

	 	Pool Locations
	Schedule P-1

	 	Permitted Liens
	Schedule 1.1(b)

	 	Qualified Restricted Subsidiary
	Schedule 3.1(d)

	 	Real Property
	Schedule 5.4

	 	Locations of Inventory
	Schedule 5.6(a)

	 	States of Organization
	Schedule 5.6(b)

	 	Chief Executive Offices
	Schedule 5.6(c)

	 	FEINs
	Schedule 5.7(b)

	 	Capitalization of Borrower
	Schedule 5.7(c)

	 	Capitalization of Borrower’s Subsidiaries
	Schedule 5.9

	 	Litigation
	Schedule 5.12

	 	Employee Benefits
	Schedule 5.13

	 	Environmental Matters
	Schedule 5.15

	 	Intellectual Property
	Schedule 5.17

	 	Deposit Accounts
	Schedule 5.19

	 	Permitted Indebtedness
	Schedule 5.20

	 	Credit Card Processors
	Schedule 6.2

	 	Collateral Reporting
	Schedule 6.15

	 	Designation of Subsidiaries
	Schedule 7.3

	 	Asset Dispositions
	Schedule 7.4

	 	Name Change
	Schedule 7.9

	 	Accounting Methods; Fiscal Year
	Schedule 7.10

	 	Investments
	Schedule 7.11

	 	Transactions with Affiliates







6











 





AMENDED AND RESTATED LOAN AND GUARANTY AGREEMENT




          THIS AMENDED AND RESTATED LOAN AND GUARANTY AGREEMENT (this “Agreement”), is entered
into as of August 17, 2007, by and among, on the one hand, the lenders identified on the signature
pages hereof (such lenders, together with their respective successors and permitted assigns, are
referred to hereinafter each individually as a “Lender” and collectively as the
“Lenders”) and WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company, as
joint lead arranger, joint bookrunner and administrative agent for the Lenders (“Agent”)
and CITIGROUP GLOBAL MARKETS INC., as joint lead arranger and joint bookrunner and, on the other
hand, COLLECTIVE BRANDS FINANCE, INC., a Nevada corporation (formerly known as Payless ShoeSource
Finance, Inc.) (“Borrower”) and the Guarantors identified on the signature pages hereof
(together with Borrower, the “Credit Parties” and each individually as a “Credit
Party”).




          WHEREAS, Borrower (then known as “Payless ShoeSource Finance, Inc.”), Agent and
certain financial institutions (such financial institutions, the “Existing Lenders”) are
party to a Loan, Guaranty and Security Agreement dated as of January 15, 2004 (as amended through
the date hereof, the “Prior Loan Agreement”); and




          WHEREAS, Borrower, Agent and the Existing Lenders have agreed to amend and restate the Prior
Loan Agreement, subject to the terms and conditions set forth herein, to, among other things, (i)
cause the Guarantors to continue to guarantee the Obligations, (ii) finance in part the acquisition
on the Closing Date of substantially all of the assets of The Stride Rite Corporation
(“Target”) (the “Merger”), and (iii) provide working capital for Borrower and to
provide funds for other general corporate purposes of Borrower;




          NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Prior Credit Agreement is amended and restated in
its entirety as follows:




1. DEFINITIONS AND CONSTRUCTION.




     1.1 Definitions. As used in this Agreement, the following terms shall have the
following definitions:



          “Account” means an account (as that term is defined in the Code), and any and all
supporting obligations in respect thereof.




          “Account Debtor” means any Person obligated on an Account and any Credit Card
Processor.






1









 








          “Acquisition Subsidiary” means San Jose Acquisition Corp., a Massachusetts corporation
and a Wholly-Owned Subsidiary of the Parent.




          “Additional Documents” has the meaning set forth in Section 4.3(b).




          “Advance Rates” means the percentage rates set forth in the definition of “Borrowing
Base”, as such percentage rates may be modified pursuant to Section 2.1(b).




          “Advances” has the meaning set forth in Section 2.1(a).




          “Affiliate” “ means, with respect to any Person, any other Person directly or
indirectly controlling or that is controlled by or is under common control with such Person, each
officer, director, general partner or joint-venturer of such Person, and each Person that is the
beneficial owner of 15% or more of any class of Voting Stock of such Person; provided,
however, “Affiliate” shall not include any holder of a minority interest in any Subsidiary
of the Parent. For the purposes of this definition, “control” means the possession of the power to
direct or cause the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.




          “Agent” means WFRF, in its capacity as arranger and administrative agent hereunder,
and any successor thereto.




          “Agent Advances” has the meaning set forth in Section 2.3(e)(i).




          “Agent-Related Persons” means Agent, together with its Affiliates, officers,
directors, employees, attorneys, and agents.




          “Agent’s Account” means the Deposit Account of Agent identified on Schedule
A-1.




          “Agent’s Liens” means the Liens granted by the Credit Parties to Agent under this
Agreement or the other Loan Documents.




          “Aggregate Payments” has the meaning set forth in Section 17.2.




          “Agreement” has the meaning set forth in the preamble to this Agreement.




          “Applicable Amount” shall mean, at any time (the “Reference Time”), an amount equal to
(a) the sum, without duplication, of:





          (i) an amount equal to the greater of (x) zero and (y) 50% of cumulative Consolidated
Net Income for the period from the Closing Date until the last day of the then most recent
fiscal quarter for which financial statements have been delivered to the Agent pursuant to
Section 6.3; provided
that, the amount in this clause (i) shall only be available if the Parent would be in
compliance with the Consolidated Coverage Test for the most recently ended Test Period, determined on a



2









 







Pro Forma Basis after giving effect to any Investment or Restricted Payment
actually made pursuant to Sections 7.10(j)(ii) and 7.8(c)(ii) hereof; and




          (ii) the amount of any capital contributions (other than any such contribution
consisting of Disqualified Stock) made in cash to the Parent (and contributed as common
equity to the Borrower) from and including the Closing Date through and including the
Reference Time,


minus (b) the sum, without duplication, of:





          (i) the aggregate amount of Investments made pursuant to Sections 7.10(j)(ii)
following the Closing Date and prior to the Reference Time; and




          (ii) the aggregate amount of Restricted Payments pursuant to Section 7.8(c)(ii)
following the Closing Date and prior to the Reference Time.



          “Applicable Margin” means initially, the rates for Base Rate Loans and LIBOR Rate
Loans set forth in Level I below and thereafter means the rates for Base Rate Loans and LIBOR Rate
Loans set forth in the grid below based upon Average Utilization:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Documentary	 	Standby
	 	 	 	 	 	 	Base Rate	 	LIBOR Rate	 	Letters of	 	Letters of
	Level	 	Average Utilization	 	Loans	 	Loans	 	Credit	 	Credit
	 	I	 	 	Up to and including $65,000,000
	 	 	(0.25	)%	 	 	0.875	%	 	 	0.375	%	 	 	0.875	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II	 	Greater than $65,000,000 but less than or equal to $150,000,000
	 	 	(0.25	)%	 	 	1.0	%	 	 	0.50	%	 	 	1.0	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III	 	Greater than $150,000,000 but less than or equal to $250,000,000
	 	 	0.0	%	 	 	1.25	%	 	 	0.75	%	 	 	1.25	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV	 	Greater than $250,000,000
	 	 	0.0	%	 	 	1.50	%	 	 	1.0	%	 	 	1.50	%






          The Applicable Margin shall be adjusted quarterly as of the first day of each calendar
quarter, based upon the Average Utilization for the immediately preceding calendar quarter.




3









 








          “Anti-Terrorism Laws” has the meaning set forth in Section 5.23.




          “Arrangers” means, collectively, WFRF and Citigroup Global Markets Inc., each in its
capacity as joint lead arranger and joint bookrunner.




          “Asset Sale” means a sale, conveyance, transfer, lease or other disposition of any of
its respective assets or any interest therein by the Borrower or any of its Restricted Subsidiaries
(including the sale or factoring at maturity or collection of any accounts) to any Person, or a
permitting or sufferance of any other Person to acquire any interest in any of the respective
assets of the Borrower or any of its Restricted Subsidiaries or, except in the case of the
Borrower, the issuance or sale of any shares of Stock or any Stock Equivalent, other than (i) the
sale or disposition of Cash Equivalents, Inventory or other assets, in each case in the ordinary
course of business, (ii) the sale or disposition of equipment that has become obsolete, damaged,
surplus or otherwise no longer used or useful in the ordinary course of business or is replaced in
the ordinary course of business, (iii) any Recovery Event (without giving effect to the limitations
in the definition thereof), (iv) sales or other dispositions without recourse and in the ordinary
course of business of overdue accounts receivable in connection with the compromise or collection
thereof, (v) the licensing, sublicensing or other similar ordinary course transfers (but not sales)
of intellectual property rights (on an exclusive or non-exclusive basis) to the extent that the
foregoing occurs on an arms-length basis, (vi) the settlement, release or surrender of tort or
other litigation claims, (vii) asset contributions for no cash consideration (or its equivalent) to
the extent constituting an Investment permitted under clause (d) of the definition of
“Permitted Investments,” (viii) Assets Sales among Credit Parties, (xi) a true lease or
sublease of Real Property not constituting Indebtedness and not constituting a Sale-Leaseback, (x)
dispositions of property pursuant to a Permitted Sale-Leaseback, (xi) as long as no Default or
Event of Default is continuing or would result therefrom, any other Asset Sale for fair market
value, 75% of which shall be payable in cash upon such sale, provided, however,
that with respect to any such Asset Sale pursuant to this clause (xi), the total Dollar amount of
the aggregate consideration received during any fiscal year for all such Asset Sales shall not
exceed 2.0% of the Consolidated Net Tangible Assets of Borrower and the Restricted Subsidiaries
taken as a whole at any time outstanding, (xii) any other sale or transfer or series of related
sales or transfers that result in cash consideration of less than $1,000,000, (xiii) transfers to
insurers as part of insurance settlements for losses to
governmental authority for condemned property, (xiv) Store Closings within the Store Closing
Basket and (xv) dispositions listed on Schedule 7.3.




          “Assignee” has the meaning set forth in Section 14.1(a).




          “Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially
in the form of Exhibit A-1.




          “Authorized Person” means those individuals identified on Schedule A-2, as
such schedule may be modified by written notice from Borrower to Agent from time to time.





4









 








          “Availability” means, as of any date of determination, the amount that Borrower is
entitled to borrow as Advances hereunder (after giving effect to all then outstanding Obligations
and all sublimits and Reserves then applicable hereunder).




          “Average Utilization” means for any calendar quarter an amount equal to the sum of the
Daily Balance of Revolver Usage for each day of such calendar quarter divided by the actual number
of days in such calendar quarter, as determined by Agent, which determination shall be conclusive
absent manifest error.




          “Banking Services” means each and any of the following bank services provided to any
Credit Party by any Lender: (a) commercial credit cards, (b) stored value cards and (c) treasury
management services (including, without limitation, controlled disbursement, automated
clearinghouse transactions, returned items, overdrafts and interstate depository network services).




          “Banking Services Obligations” means any and all obligations of the Credit Parties,
whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefore), in
connection with Banking Services.




          “Bankruptcy Code” means title 11 of the United States Code, as in effect from time to
time.




          “Base LIBOR Rate” means the rate per annum, determined by Agent in accordance with its
customary procedures, and utilizing such electronic or other quotation sources as it considers
appropriate (rounded upwards, if necessary, to the next 1/100%), to be the rate at which Dollar
deposits (for delivery on the first day of the requested Interest Period) are offered to major
banks in the London interbank market at approximately 11 a.m. (London time) 2 Business Days prior
to the commencement of the requested Interest Period, for a term and in an amount comparable to the
Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate
Loan or as a continuation of an extant LIBOR Rate Loan or as a conversion of a Base Rate Loan to a
LIBOR Rate Loan) by Borrower in
accordance with this Agreement, which determination shall be conclusive in the absence of
manifest error.




          “Base Rate” means, the rate of interest announced, from time to time, within Wells
Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the
“prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and
serves as the basis upon which effective rates of interest are calculated for those loans making
reference thereto and is evidenced by the recording thereof after its announcement in such internal
publications as Wells Fargo may designate.




          “Base Rate Loan” means the portion of the Advances that bears interest at a rate
determined by reference to the Base Rate.




5









 








          “Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of
ERISA) subject to Title IV of ERISA for which any Credit Party or ERISA Affiliate of any Credit
Party has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.




          “Board of Directors” means the board of directors (or comparable managers) of Parent
or any committee thereof duly authorized to act on behalf of the board of directors (or comparable
managers).




          “Books” means each Credit Party’s now owned or hereafter acquired books and records
(including all of its Records indicating, summarizing, or evidencing its assets (including the
Collateral) or liabilities, all of the Records of each Credit Party relating to its business
operations or financial condition, and all of its goods related to such information).




          “Borrower” has the meaning set forth in the preamble to this Agreement.




          “Borrowing” means a borrowing hereunder consisting of Advances made on the same day by
the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by
Agent in the case of an Agent Advance.




          “Borrowing Base” means, as of any date of determination, the result of:





     (a) 85% of Eligible Accounts, plus




     (b) 90% of Eligible Credit Card Accounts, plus




     (c) 90% times the then extant Net Liquidation Percentage times Eligible
Inventory, minus




     (d) the aggregate amount of Permitted Reserves, if any, established by the
Agent.



          “Borrowing Base Certificate” has the meaning set forth in Schedule 6.2.




          “Business Day” means any day that is not a Saturday, Sunday, or other day on which
banks are authorized or required to close in the states of California, Kansas, Massachusetts or New
York, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term
“Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits
in the London interbank market.




          “Capital Lease” means a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP.




          “Capitalized Lease Obligation” means that portion of the obligations under a Capital
Lease that is required to be capitalized in accordance with GAAP.





6









 








          “Cash Equivalents” means, as of any date of determination, (i) marketable securities
(a) issued or directly and unconditionally guaranteed as to interest and principal by the United
States Government or (b) issued by any agency of the United States in each case maturing within
thirteen months after such date; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any public
instrumentality thereof, in each case maturing within thirteen months after such date and having,
at the time of the acquisition thereof, a rating of at least A-1 from Standard &Poor’s Rating Group
(“S&P”) or at least P-1 from Moody’s Investors Service Inc. (“Moody’s”); (iii) (a) commercial paper
maturing no more than thirteen months from the date of creation thereof and having, at the time of
the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s and (b)
other corporate obligations maturing no more than thirteen months from the acquisition thereof and
having, at the time of the acquisition thereof, a rating of at least AA from S&P or at least Aa2
from Moody’s; (iv) variable rate demand notes and auction rate securities maturing no more than
thirteen months from the date of creation thereof; (v) certificates of deposit or bankers’
acceptances maturing within thirteen months after such date and issued or accepted by any Lender or
by any commercial bank organized under the laws of the United States of America or any state
thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in
the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in
such regulations) of not less than $100,000,000; and (vi) shares of any money market mutual fund
that (a) has substantially all of its assets invested continuously in the types of investments
referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000 and (c)
has the highest rating obtainable from either S&P or Moody’s.




          “Cash Management Account” has the meaning set forth in Section 2.7(a).




          “Cash Management Agreements” means those certain cash management agreements, in form
and substance satisfactory to Agent, each of which is among the applicable Credit Party, Agent, and
one of the Cash Management Banks.




          “Cash Management Bank” has the meaning set forth in Section 2.7(a).




          “Change of Control” means any event or circumstance after which (a) any person or
group of persons (within the meaning of the Securities Exchange Act of 1934, as amended) shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Act of 1934, as amended) of more than 50% of the voting stock of
the Parent, (b) a majority of the board of directors of the Parent shall not be Continuing
Directors or (c) Borrower shall cease to be a direct Wholly Owned Domestic Subsidiary of the
Parent.




          “Closing Date” means the date of the making of the initial Advance (or other extension
of credit) hereunder or the date on which Agent sends Borrower a written notice that each of the
conditions precedent set forth in Section 3.1 either have been satisfied or have been waived.




7









 








          “Closing Date Business Plan” means the set of Projections of Parent and its
Subsidiaries and the Target and its subsidiaries (on a combined basis) through the 2014 fiscal
year, prepared on a quarterly basis through the end of 2007 (and annually thereafter).




          “Code” means the New York Uniform Commercial Code, as in effect from time to time.




          “Collateral” means all property and interests in property and proceeds thereof now
owned or hereafter acquired by any Credit Party in or upon which a Lien is granted under any
Collateral Document.




          “Collateral Documents” means the Pledge and Security Agreement, other pledge or
security agreements (including those in respect of Intellectual Property), the Mortgages, the
Deposit Account Control Agreements, the Securities Account Control Agreements and any other
document executed and delivered by a Credit Party granting a Lien on any of its property to secure
payment of the Secured Obligations.




          “Collateral Access Agreement” means a landlord waiver, bailee letter, or
acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in
possession of, having a Lien upon, or having rights or interests in any Credit Party’s Inventory or
Books relating to the Collateral, in each case, in form and substance satisfactory to Agent.




          “Collections” means all cash, checks, notes, instruments, and other items of payment
relating to the Collateral.




          “Commitment” means, with respect to each Lender, its Revolver Commitment and, with
respect to all Lenders, their Revolver Commitments, as such Dollar amounts are set forth beside
such Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and
Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the
provisions of Section 14.1 or pursuant to Section 2.2.




          “Compliance Certificate” means a certificate substantially in the form of Exhibit
C-1 delivered by the chief financial officer of Borrower to Agent.




          “Concentration Accounts” has the meaning set forth in Section 2.7(a).




          “Consignee/Bailee Location” means real property owned or leased by a Person
constituting a “bailee” or “consignee” for purposes of the Code with respect to Inventory of the
Credit Parties, other than in-transit Inventory, in excess of $2,500,000 in the aggregate for all
such Consignee/Bailee Locations and $1,000,000 in respect of any particular Person constituting a
“bailee” or “consignee”; provided that no Pool Location shall be considered a Consignee/Bailee
Location for purposes of this Agreement.




8









 








          “Consolidated” means, when used to modify a financial term, test, statement, or report
of a Person, the application or preparation of such term, test, statement or report (as applicable)
based upon the consolidation, in accordance with GAAP, of the financial condition or operating
results of such Person and its Subsidiaries.




          “Consolidated Coverage Test” means the maintenance by Borrower, on the last day of
each fiscal quarter set forth below, of a Total Leverage Ratio of not more than the maximum ratio
set forth below opposite such fiscal quarter:




	 	 	 
	Fiscal Quarter Ending on or about	 	Maximum Leverage Ratio
	October 31, 2007, January 31, 2008, April 30,
2008, July 31, 2008, October 31, 2008 and
January 31, 2009

	 	4.7 to 1
	 
	 	 
	April 30, 2009, July 31, 2009, October 31,
2009 and January 31, 2010

	 	4.2 to 1
	 
	 	 
	April 30, 2010 and each fiscal quarter
thereafter

	 	4.0 to 1






          “Consolidated EBITDA” means Consolidated EBITDAR minus the amount, if
any, of rental expense added to Consolidated Net Income in calculating Consolidated EBITDAR.




          “Consolidated EBITDAR” means, with respect to any Person for any period, Consolidated
Net Income for such Person and its Subsidiaries for such period, plus (a) the sum of the following,
without duplication and, in each case, to the extent deducted in determining such Consolidated Net
Income: (i) any provision for income taxes, (ii) all interest expense (net of interest income),
(iii) depreciation, amortization and rental expense, (iv) extraordinary, unusual or non-recurring
charges, expenses or losses (including, whether or not otherwise includable as a separate item in
the statement of such Consolidated Net Income for such period, losses on the sales of assets
outside of the ordinary course of business), (v) losses or charges resulting from hedging
activities, including but not limited to any decrease in the fair value of interest rate swap
agreements and any losses on foreign currency contracts not entered into for speculative purposes,
(vi) the amount of all non-cash charges for such period (including any impairment or writeoff of
goodwill or other intangible assets but excluding any such non-cash charge, expense or loss to the
extent that it represents an accrual of or reserve for cash expenses in any future period or an
amortization of a prepaid cash expense that was paid in a prior period), (vii) the amortization of
any financing costs or fees or original issue discount incurred in connection with any
Indebtedness, (viii) any non-cash expenses due to purchase accounting associated with the
Transactions and any future Permitted Acquisitions, (ix) any non-cash compensation charge or
expense arising from any grant of stock, stock options or other equity based awards and (x) to the
extent




9









 







non-recurring and not capitalized, costs, fees, charges and expenses (including legal and
consulting fees) incurred in connection with or written off as a result of (1) the Loans, the
Merger or the other Transactions, (2) Permitted Acquisitions and other investments permitted under
the Loan Documents, (3) issuances of Stock or Stock Equivalents, and (4) disposition, incurrence or
refinancing of any Indebtedness, including in each case, all deferred financing costs written off
and premiums paid or other expenses incurred directly in connection with any early extinguishment
of Indebtedness and any net loss from any write-off or forgiveness of Indebtedness; less (b) the
sum of the following to the extent included in determining Consolidated Net Income (i) income tax
benefits for such period, (ii) any extraordinary, unusual or non-recurring income or gains for such
period (including, whether or not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary
course of business and any net gain from any write-off or forgiveness of Indebtedness), (iii) other
non-cash income or gains (other than the accrual of revenue in the ordinary course), and (iv) gains
resulting from hedging activities, including but not limited to any increase in the fair value of
interest rate swap agreements and any gains on foreign currency contracts not entered into for
speculative purpose.




          “Consolidated Fixed Charge Coverage Ratio” means, at any date of determination, the
ratio of (a) (i) Consolidated EBITDA for such period minus (ii) Capital Expenditures to (b)
the sum of (i) Debt Service Charges plus (ii) the aggregate amount of all Restricted
Payments, plus (iii) the aggregate amount of Federal, state, local and foreign income taxes
paid in cash, in each case, of or by the Parent and its Restricted Subsidiaries for the most recently completed period, all as determined on a
Consolidated basis in accordance with GAAP.




          “Consolidated Funded Indebtedness” means, as of any date of determination, the sum
(without duplication) of (a) the aggregate principal amount of Indebtedness of the Parent and the
Restricted Subsidiaries outstanding as of such date, in the amount that would be reflected on a
balance sheet prepared as of such date on a Consolidated basis in accordance with GAAP, and (b) the
aggregate principal amount of Indebtedness outstanding as of such date of Persons other than the
Parent or a Restricted Subsidiary, in the amount that would be reflected on a balance sheet of any
such Person prepared as of such date on a Consolidated basis in accordance with GAAP, to the extent
such Indebtedness is guaranteed by the Parent or a Restricted Subsidiary. For purposes of
determining the Senior Secured Leverage Ratio and the Total Leverage Ratio for any Test Period,
Consolidated Funded Indebtedness in respect of Indebtedness outstanding under this Agreement shall
be the average outstanding amount of such Indebtedness during such Test Period.




          “Consolidated Interest Charges” means, for any period, the sum of (a) all interest,
premium payments, debt discount, fees, charges and related expenses in connection with borrowed
money (including capitalized interest) or in connection with the deferred purchase price of assets,
in each case to the extent treated as interest in accordance with GAAP, including, without
limitation, all commissions, discounts and other fees and charges





10









 







owed with respect to letters of
credit and bankers’ acceptance financing and net costs under Swap Contracts, but excluding (i) any
non-cash or deferred interest financing costs and (ii) interest expenses treated as such pursuant
solely to Fin 48, (b) all interest paid or payable with respect to discontinued operations and (c)
the portion of rent expense with respect to such period under Capital Lease Obligations that is
treated as interest in accordance with GAAP, in each case of or by the Parent and its Restricted
Subsidiaries for the most recently completed period, all as determined on a Consolidated basis in
accordance with GAAP.




          “Consolidated Net Income” means, with respect to any Person and its Subsidiaries, for
any period, the net income (or loss) of such Person and its Subsidiaries for such period,
determined on a Consolidated basis in accordance with GAAP; provided that there shall be
excluded from the calculation of Consolidated Net Income (a) except as otherwise provided in the
credit documentation with respect to calculations to be made on a pro forma basis, the net income
(or loss) of any other Person accrued prior to the date it became a Subsidiary of, or was merged or
consolidated into, such Person or any of such Person’s Subsidiaries, (b) the net income (or loss)
of any Person that is an Unrestricted Subsidiary or in which such Person has a minority ownership
interest, except to the extent any such income has actually been received by such Person in the
form of cash dividends or distributions, and (c) the cumulative effect of a change in accounting
principles.




          “Consolidated Net Tangible Assets” means, at any date of determination, (i) the
consolidated net book value of all assets of Parent and its Subsidiaries, minus (ii) the
consolidated total net book value of all assets of Parent and its Subsidiaries which would be
treated as intangibles under GAAP, including goodwill and trademarks, all as determined on a
consolidated basis in accordance with GAAP.




          “Consolidated Store Deposit Accounts” has the meaning set forth in Section
2.7(a).




          “Continuing Director” means the directors of the Parent on the Closing Date and each
other director of the Parent, if, in each case, such other director’s nomination for election to
the board of directors of the Parent is recommended by at least 51% of the then Continuing
Directors.




          “Contractual Obligation” of any Person means any obligation, agreement, undertaking or
similar provision of any security issued by such Person or of any agreement, undertaking, contract,
lease, indenture, mortgage, deed of trust or other instrument (excluding a Loan Document) to which
such Person is a party or by which it or any of its property is bound or to which any of its
property is subject.




          “Contributing Guarantors” has the meaning set forth in Section 17.2.




          “Control Exercise Notice” has the meaning set forth in Section 2.7(f).





11









 








          “Credit Card Agreements” means those certain credit card receipts agreements, each in
form and substance reasonably satisfactory to Agent, and each of which is among Agent, the
applicable Credit Party, and one of such Credit Party’s Credit Card Processors, whereby, among
other things, such Credit Card Processor is irrevocably directed and agrees to transfer all
proceeds of credit card charges for sales by such Credit Party received by it (or other amounts
payable by such Credit Card Processor) into a designated Concentration Account on a daily basis or
such other periodic basis as Agent may otherwise direct.




          “Credit Card Processor” means any Person (including an issuer of a credit card) that
acts as a credit card clearinghouse or remits payments due to any Credit Party with respect to
credit card charges accepted by such Credit Party.




          “Credit Card Receivables” means, on any date of determination thereof, Accounts
consisting of rights of any Credit Party to payment by any Credit Card Processor in connection with
consumer retail sales for which such Credit Party has accepted payment by means of charges to debit
cards or major credit cards (MasterCard, VISA), American Express, Discover, Japan Credit Bureau,
Ahorro A Toda Hora Banco Popular (“ATH”) Card, EBT Cards (so long as Eligible Accounts relating to
EBT Cards do not exceed, in the aggregate, $250,000) and such other bank or non-bank credit or debit cards as may be approved by Agent in its Permitted Discretion).




          “Credit Party” means the Borrower and each Guarantor.




          “Customs Broker” means Expeditors International, or such other Persons as may be
selected by Borrower after the date hereof who are reasonably acceptable to Agent in its Permitted
Discretion to perform port of entry services to accept and process Inventory imported by any Credit
Party and who have executed and delivered a Customs Broker Agreement.




          “Customs Broker Agreement” means a customs broker agreement in form and substance
satisfactory to Agent in its Permitted Discretion, duly executed and delivered to Agent by a
Customs Broker and the applicable Credit Party.




          “Daily Balance” means, as of any date of determination and with respect to any
Obligation, the amount of such Obligation owed at the end of such day.




          “Debt Service Charges” means for any period, the sum of (a) Consolidated Interest
Charges paid or required to be paid for such period, plus (b) principal payments required
to be made and actually made on account of Indebtedness (excluding the Obligations and the Term
Loan Obligations but including, without limitation, Capital Lease Obligations), in each case of or
by the Parent and its Restricted Subsidiaries for the most recently completed period, all as
determined on a Consolidated basis in accordance with GAAP.





12









 








          “Default” means an event, condition, or default that, with the giving of notice, the
passage of time, or both, would be an Event of Default.




          “Defaulting Lender” means any Lender that fails to make any Advance (or other
extension of credit) that it is required to make hereunder on the date that it is required to do so
hereunder.




          “Defaulting Lender Rate” means (a) for the first 3 days from and after the date the
relevant payment is due, the Base Rate, and (b) thereafter, the interest rate then applicable to
Advances that are Base Rate Loans (inclusive of the Applicable Margin applicable thereto).




          “Deposit Account” means any deposit account (as that term is defined in the Code).




          “Deposit Account Control Agreement” has the meaning specified in the Pledge and
Security Agreement.




          “Designated Account” means the Deposit Account of each Credit Party identified on
Schedule D-1.




          “Designated Account Bank” has the meaning ascribed thereto on Schedule D-1.




          “Disbursement Letter” means an instructional letter executed and delivered by Borrower
to Agent regarding the extensions of credit to be made on the Closing Date, the form and substance
of which is satisfactory to Agent.




          “Disqualified Stock” shall mean any Stock or Stock Equivalent which, by its terms (or
by the terms of any Security into which it is convertible or for which it is exchangeable), or upon
the happening of any event, (a) matures (excluding any maturity as the result of an optional
redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part,
on or prior to the first anniversary of the Maturity Date, (b) is convertible into or exchangeable
(unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Stock or
Stock Equivalent referred to in clause (a) above, in each case at any time on or prior to the first
anniversary of the Maturity Date, or (c) contains any repurchase obligation which may come into
effect prior to payment in full of all Obligations; provided, however, that any Stock or Stock
Equivalents that would not constitute Disqualified Stock but for provisions thereof giving holders
thereof (or the holders of any security into or for which such Stock or Stock Equivalents is
convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such
Stock or Stock Equivalents upon the occurrence of a change in control or an asset sale occurring
prior to the first anniversary of the Maturity Date shall not constitute Disqualified Stock if such
Stock or Stock Equivalents provide that the issuer thereof will not redeem any such Stock or Stock




13









 







Equivalents pursuant to such provisions prior to the repayment in full of the Obligations; provided
further, however, that any Stock or Stock Equivalents owned by a Group Member in a Joint Venture
shall not constitute Disqualified Stock solely due to repurchase obligations triggered upon such
Group Member’s failure to make a required capital contribution.




          “Dollars” or “$” means United States dollars.




          “EBT Cards” means those cards subject to an electronic benefit transfer system that
allows the user to authorize the transfer of the user’s government benefits from a Federal account
to a retailer account in order to pay for products received.




          “Eligible Accounts” means those Accounts (other than Eligible Credit Card Accounts)
that are created by any Credit Party in the ordinary course of its business, that arise out of such
Credit Party’s sale of goods or rendition of services, that comply with each of the representations
and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded
as ineligible by virtue of one or more of the excluding criteria set forth below; provided,
however, that such criteria may be revised from time to time by Agent in its Permitted Discretion
to address the results of any audit performed by Agent from time to time
after the Closing Date. In determining the amount to be included, Eligible Accounts shall be
calculated at face value. Eligible Accounts shall not include the following:




               (a) Accounts that the Account Debtor has failed to pay within 90 days of original invoice date
(or such longer period not to exceed 120 days in the Agent’s discretion) or Accounts with selling
terms of more than 60 days,



               (b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts
owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,



               (c) Accounts with respect to which the Account Debtor is an Affiliate of Borrower or an
employee or agent of Borrower or any Affiliate of Borrower,



               (d) Accounts arising in a transaction wherein goods are placed on consignment or are sold
pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other
terms by reason of which the payment by the Account Debtor may be conditional,



               (e) Accounts that are not payable in Dollars,



               (f) Accounts with respect to which the Account Debtor either (i) does not maintain its chief
executive office in the United States, or (ii) is not organized under the laws of the United States
or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of
any state, province, municipality, or other political subdivision thereof, or of any department,
agency, public corporation, or other



14









 




instrumentality thereof, unless (y) the Account is supported
by an irrevocable letter of credit satisfactory to Agent in its Permitted Discretion (as to form,
substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly
drawable by Agent, or (z) the Account is covered by credit insurance in form, substance, and
amount, and by an insurer, satisfactory to Agent in its Permitted Discretion,




               (g) Accounts with respect to which the Account Debtor is either (i) the United States or any
department, agency, or instrumentality of the United States (exclusive, however, of Accounts with
respect to which Borrower has complied, to the reasonable satisfaction of Agent, with the
Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States,



               (h) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding,
is not Solvent, or as to which any Credit Party has received notice of an imminent Insolvency
Proceeding or a material impairment of the financial condition of such Account Debtor,



               (i) Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be
doubtful by reason of the Account Debtor’s financial condition,



               (j) Accounts that are not subject to a valid and perfected first priority Agent’s Lien, or



               (k) Accounts with respect to which (i) the goods giving rise to such Account have not been
shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not
been performed and billed to the Account Debtor.



               “Eligible Credit Card Accounts” means those Eligible Accounts consisting of Credit
Card Receivables in each case (for all such Accounts) that are created by any Credit Party in the
ordinary course of its business, that arise out of such Credit Party’s sale of goods or rendition
of services, that comply with each of the representations and warranties respecting Eligible
Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or
more of the excluding criteria set forth below; provided, however, that such criteria may be
revised from time to time by Agent in its Permitted Discretion to address the results of any audit
performed by Agent from time to time after the Closing Date. In determining the amount to be
included, Eligible Accounts shall be calculated at face value. Eligible Accounts shall not include
the following:



               (a) Credit Card Receivables that the applicable Credit Card Processor has failed to pay within
5 Business Days after the applicable sale date;



               (b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts
owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,



15









 





               (c) Accounts that are not payable in Dollars,



               (d) Accounts with respect to which the Account Debtor either (i) does not maintain its chief
executive office in the United States, or (ii) is not organized under the laws of the United States
or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of
any state, province, municipality, or other political subdivision thereof, or of any department,
agency, public corporation, or other instrumentality thereof, unless (y) the Account is supported
by an irrevocable letter of credit satisfactory to Agent in its Permitted Discretion (as to form,
substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly
drawable by Agent, or (z) the Account is covered by credit insurance in form, substance, and
amount, and by an insurer, satisfactory to Agent in its Permitted Discretion,



               (e) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding,
is not Solvent, or as to which any Credit Party has received notice of an imminent Insolvency
Proceeding or a material impairment of the financial condition of such Account Debtor,



               (f) Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be
doubtful by reason of the Account Debtor’s financial condition, or



               (g) Accounts that are not subject to a valid and perfected first priority Agent’s Lien, and,
at any time after the 90th day following the Closing Date are not subject to a Credit
Card Agreement.



          “Eligible In-Transit Inventory” means, as of the date of determination thereof,
without duplication of other Eligible Inventory, Inventory (a) which has been shipped from a
location outside the United States for receipt by a Credit Party to a location listed on Schedule
E-1 within 45 days of the date of determination, but which has not yet been delivered to a Credit
Party, (b) for which payment has been made by a Credit Party and title has passed to a Credit
Party, (c) for which the document of title reflects a Credit Party as consignee (along with
delivery to a Credit Party of the documents of title with respect thereto), (d) (x) is being
transported pursuant to a nonnegotiable document of title within the meaning of the Code and (y) as
to which, at any time after the 90th day following the Closing Date, Agent has control over the
documents of title which evidence ownership of the subject Inventory by the delivery of a Customs
Broker Agreement, (e) such Inventory is insured against types of loss, damage, hazards, and risks,
and in amounts satisfactory to Agent in its Permitted Discretion, and (f) which otherwise would
constitute Eligible Landed Inventory.




          “Eligible Inventory” means Eligible Landed Inventory, Eligible L/C Inventory, Eligible
In-Transit Inventory or Eligible U.S. Territory Inventory, less any Reserves imposed by the Agent.





16









 








          “Eligible Landed Inventory” means Inventory consisting of finished goods held for sale
in the ordinary course of each Credit Party’s business that complies with each of the
representations and warranties respecting Eligible Inventory made in the Loan Documents, and that
is not excluded as ineligible by virtue of the one or more of the excluding criteria set forth
below; provided, however, that such criteria may be revised from time to time by Agent in its
Permitted Discretion to address the results of any audit or appraisal performed by Agent from time
to time after the Closing Date. In determining the amount to be so included, Inventory shall be
valued at the lower of cost (determined on a perpetual basis) or market on a basis consistent with
such Credit Party’s historical accounting practices, but excluding, for purposes of any such
determination, the value of any capitalized costs unrelated to the acquisition of Inventory. An
item of Inventory shall not be included in Eligible Landed Inventory if:




               (a) a Credit Party does not have good, valid, and marketable title thereto,



               (b) it is not located at one of the locations in the United States set forth on Schedule
E-1 or a Pool Location (or in transit from one such location to another such location) as such
locations are updated by the Borrower from time to time by written notice to Agent,



               (c) it is located on real property leased by any Credit Party or in a contract warehouse, Pool
Location, or Consignee/Bailee Location, unless (i) it is segregated or otherwise separately
identifiable from goods of others, if any, stored on the premises, (ii) with respect to any Credit
Party’s chief executive office, Non-Owned Storage Facilities and any Consignee/Bailee Location,
after 90 days from closing, is subject to a Collateral Access Agreement and (iii), in the case of
Inventory held by a bailee or consignee at a Consignee/Bailee Location, notice of Agent’s security
interest in the Collateral has been sent to each secured creditor having a security interest in
inventory of such bailee or consignee provided that, notwithstanding clause (ii) and (iii) above,
Inventory located on real property leased by any Credit Party or in a contract warehouse, Pool
Location, or Consignee/Bailee Location shall not be ineligible solely due to the inability or
failure to obtain a landlord or bailee waiver or other third party consent or document, including a
Collateral Access Agreement (provided that the Agent shall be entitled to establish a Reserve
against Availability under the Borrowing Base equal to the lesser of the value of such Inventory or
up to three (3) months’ rent for such location if such waiver is not received),



               (d) it is not subject to a valid and perfected first priority Agent’s Lien,



               (e) it consists of goods returned or rejected by any Credit Party’s customers unless such
goods are repackaged and ready for sale in the ordinary course of such Credit Party’s business, or



17









 





               (f) it consists of goods that are obsolete or slow moving (i.e. more than three (3) seasons
old (it being understood that the Borrower has only two seasons in each calendar year)),
restrictive or custom items, work-in-process, mismatches, goods on display, return to vendor goods,
raw materials, or goods that constitute spare parts, packaging and shipping materials, supplies
used or consumed in any Credit Party’s business, bill and hold goods, defective goods, “seconds” or
Inventory acquired on consignment.



          “Eligible L/C Inventory” means, as of the date of determination thereof, without
duplication of other Eligible Inventory, Inventory (a) not yet delivered to a Credit Party, (b) the
purchase of which is supported by a Qualified Import Letter of Credit, (c) for which the document
of title reflects a Credit Party as consignee (along with delivery to a Credit Party or the Issuing
Bank, as applicable, of the documents of title with respect thereto), (d) with respect to which the Underlying Letter
of Credit has been drawn upon in full and the Underlying Issuer has honored such drawing and Agent
has honored its obligations to the Underlying Issuer under the applicable Qualified Import Letter
of Credit, (e) (x) is being transported pursuant to a nonnegotiable document of title within the
meaning of the Code and (y) as to which, at any time after the 90th day following the Closing Date,
Agent has control over the documents of title which evidence ownership of the subject Inventory by
the delivery of a Customs Broker Agreement, (f) such Inventory is insured against types of loss,
damage, hazards and risks, and in amounts, satisfactory to Agent in its Permitted Discretion, and
(g) which upon completion of manufacture otherwise would constitute Eligible Landed Inventory.




          “Eligible Transferee” means (a) a commercial bank organized under the laws of the
United States, or any state thereof, and having total assets in excess of $250,000,000, (b) a
commercial bank organized under the laws of any other country which is a member of the Organization
for Economic Cooperation and Development or a political subdivision of any such country and which
has total assets in excess of $250,000,000, provided that such bank is acting through a branch or
agency located in the United States, (c) a finance company, insurance company, or other financial
institution or fund that is engaged in making, purchasing, or otherwise investing in commercial
loans in the ordinary course of its business and having (together with its Affiliates) total assets
in excess of $250,000,000, (d) any Affiliate (other than individuals) of a Lender, (e) any other
Person approved by Agent and, so long as no Event of Default has occurred and is continuing,
Borrower (which approval of Borrower shall not be unreasonably withheld, delayed, or conditioned).




          “Eligible U.S. Territory Inventory” means, as of the date of determination thereof,
without duplication of other Eligible Inventory, Inventory consisting of finished goods for which a
Credit Party or Subsidiary of a Credit Party has good, valid and marketable title, held for sale in
the ordinary course of a Credit Party’s or its Subsidiary’s business and that complies with each of
the representations and warranties respecting Eligible Inventory made in the Loan Documents and
that is either (a) shipped from a location outside of the U.S. Territories for receipt by a Credit
Party or Subsidiary of a Credit Party in a U.S. Territory and for which (i) payment has been made
by a Credit Party or Subsidiary of




18









 







a Credit Party for such Inventory and (ii) such Inventory is
insured against types of loss, damage, hazards, and risks, and in amounts satisfactory to Agent in
its Permitted Discretion; or (b) located on real property in a U.S. Territory leased or owned by a
Credit Party or Subsidiary of a Credit Party.




          “Environmental Actions” means any complaint, summons, citation, notice, directive,
order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter,
or other communication, each, by or from any Governmental Authority, or any third party involving
(x) violations of Environmental Laws or (y) releases of Hazardous Materials (a) from any assets,
properties, or businesses of any Credit Party, or any of their predecessors in interest, (b) from adjoining
properties or businesses, or (c) from or onto any facilities which received Hazardous Materials
generated by any Credit Party, or any of their predecessors in interest.




          “Environmental Law” means any applicable federal, state, provincial, foreign or local
statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and
enforceable written policy, or rule of common law now or hereafter in effect and in each case as
amended, or any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, in each case, to the extent binding on any Credit
Party, relating to the environment, employee health and safety, or Hazardous Materials, including
CERCLA; RCRA; the Federal Water Pollution Control Act, 33 USC § 1251 et seq; the
Toxic Substances Control Act, 15 USC § 2601 et seq; the Clean Air Act, 42 USC §
7401 et seq.; the Safe Drinking Water Act, 42 USC § 3803 et seq.;
the Oil Pollution Act of 1990, 33 USC § 2701 et seq.; the Emergency Planning and
the Community Right-to-Know Act of 1986, 42 USC § 11001 et seq.; the Hazardous
Material Transportation Act, 49 USC § 1801 et seq.; and the Occupational Safety and
Health Act, 29 USC §651 et seq. (to the extent it regulates occupational exposure
to Hazardous Materials); any state and local or foreign counterparts or equivalents, in each case
as amended from time to time.




          “Environmental Liabilities and Costs” means all liabilities, monetary obligations,
Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs
and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or
consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and
interest incurred as a result of any claim or demand by any Governmental Authority or any third
party, and which relate to any Environmental Action.




          “Environmental Lien” means any Lien in favor of any Governmental Authority for
Environmental Liabilities and Costs.




          “Equipment” means equipment (as that term is defined in the Code) and includes
machinery, machine tools, motors, furniture, furnishings, fixtures, vehicles (including motor
vehicles), computer hardware, tools, parts, and goods (other than consumer goods, farm products, or
Inventory), wherever located, including all attachments, accessories, accessions, replacements,
substitutions, additions, and improvements to any of the foregoing.





19









 








          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute thereto.




          “ERISA Affiliate” means (a) any Person subject to ERISA whose employees are treated as
employed by the same employer as the employees of any Credit Party under IRC Section 414(b), (b)
any trade or business subject to ERISA
whose employees are treated as employed by the same employer as the employees of any Credit
Party under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of
the IRC, any organization subject to ERISA that is a member of an affiliated service group of which
any Credit Party is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of
ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement
with any Credit Party and whose employees are aggregated with the employees of any Credit Party
under IRC Section 414(o).




          “Event of Default” has the meaning set forth in Section 8.




          “Excess Availability” means, as of any date of determination, the amount equal to
Availability minus the aggregate amount, if any, of all trade payables of the Credit Parties aged
in excess of historical levels with respect thereto and all book overdrafts of the Credit Parties
in excess of historical practices with respect thereto, in each case as determined by Agent in its
Permitted Discretion.




          “Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to
time.




          “Excluded Assets” means (a) any lease, license, contract, property right or agreement
to which any Credit Party is a party or any of its rights or interests thereunder if and to the
extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation
applicable to such Credit Party, or (ii) a term, provision or condition of or under, any such
lease, license, contract, property right or agreement (unless in either clause (i) or (ii) above
such law, rule or regulation or such term, provision or condition would be rendered unenforceable
against the Loans pursuant to Sections 9-406, 9-407, or 9-408 of the applicable Uniform Commercial
Code); (b) any Stock or Stock Equivalents representing more than 66% of the outstanding voting
stock issued by any entity organized under the laws of a jurisdiction other than the United States
or a state thereof; (c) any assets of an Unrestricted Subsidiary or any assets of or Stock or Stock
Equivalents in any of an Unrestricted Subsidiary’s direct or indirect subsidiaries; or (d) any
assets of any Immaterial Subsidiary that is not a Credit Party.




          “Excluded Subsidiary” means any Subsidiary that is organized under the laws of a
jurisdiction other than the United States of America or any state thereof or the District of
Columbia.




          “Executive Order” has the meaning set forth in Section 5.23.





20









 








          “Existing Lenders” has the meaning set forth in the Recitals hereto.




          “Fair Share” has the meaning set forth in Section 17.2.




          “Fair Share Contribution Amount” has the meaning set forth in Section 17.2.




          “Fair Share Shortfall” has the meaning set forth in Section 17.2.




          “Fee Letter” means that certain fee letter, dated as of even date herewith, between
Borrower and Agent, in form and substance satisfactory to Agent.




          “FEIN” means Federal Employer Identification Number.




          “Fin 48” means the Financial Accounting Standards Board Interpretation No. 48.




          “Funding Date” means the date on which a Borrowing occurs.




          “Funding Guarantor” has the meaning set forth in Section 17.2.




          “Funding Losses” has the meaning set forth in Section 2.13(b)(ii).




          “GAAP” means generally accepted accounting principles as in effect from time to time
in the United States, consistently applied.




          “General Intangibles” means the following general intangibles of any Credit Party:
payment intangibles, contract rights, rights to payment, rights arising under common law, statutes,
or regulations, choses or things in action, goodwill, patents, trade names, trade secrets,
trademarks, servicemarks, copyrights, blueprints, drawings, purchase orders, customer lists, route
lists, computer programs, information contained on computer disks or tapes, software, literature,
reports and catalogs, and any and all supporting obligations of any Credit Party in respect
thereof.




          “Governing Documents” means, with respect to any Person, the certificate or articles
of incorporation, by-laws, or other organizational documents of such Person.




          “Governmental Authority” means any federal, state, local, or other governmental or
administrative body, instrumentality, department, or agency or any court, tribunal, administrative
hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.




          “Gross Collateral Availability” means, as of any date of determination, the Borrowing
Base, less the Letter of Credit Usage, less the then extant amount of outstanding Advances.





21









 








          “Group Concentration Account” means the Deposit Account over which Agent has control
pursuant to a deposit account control agreement that acts as the repository for the disbursement
and funding of a subsidiary or group of subsidiaries and described on Schedule D-2.




          “Group Members” has the meaning set forth in Section 5.24.




          “Guaranteed Obligations” has the meaning set forth in Section 17.1.




          “Guarantor” means Parent and any Wholly Owned Domestic Subsidiary of Borrower that is
a Restricted Subsidiary or any Restricted Subsidiary of the Parent that guarantees or otherwise
provides direct credit support for any Indebtedness of the Parent of the type listed in clause (a)
or (b) of the definition of Indebtedness, each party to the Guaranty.




          “Guaranty” means the guaranty of each Guarantor set forth in Section 17.




          “Hazardous Materials” means (a) substances that are defined or listed in, or otherwise
classified pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous
materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define,
list, or classify substances by reason of deleterious properties such as ignitability, corrosivity,
reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or
petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids,
produced waters, and other wastes associated with the exploration, development, or production of
crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any
radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil
or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per
million.




          “Hedge Agreement” means any and all agreements or documents now existing or hereafter
entered into by any Credit Party that provide for an interest rate, credit, commodity or equity
swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate
swap, currency option, or any combination of, or option with respect to, these or similar
transactions, for the purpose of hedging such Credit Party’s exposure to fluctuations in interest
or exchange rates, loan, credit exchange, security, or currency valuations or commodity prices.




          “Holdout Lender” has the meaning set forth in Section 15.2(a).




          “Home Office Account” has the meaning set forth in Section 2.7(a).




          “Immaterial Subsidiary” means any Subsidiary of the Parent designated in writing by
Borrower to the Agent whose total assets or revenues (in each case on a Consolidated basis with its
Subsidiaries) are less than 3% of the total assets or revenues of Parent and the Restricted
Subsidiaries, taken as a whole; provided, however, that the




22









 







aggregate total assets or revenues of all such subsidiaries designated as “Immaterial Subsidiaries” (on a Consolidated
basis with their Subsidiaries), shall not exceed 5% of the total assets or revenue of the Parent and the Restricted Subsidiaries,
taken as a whole.




          “Indebtedness” means, without duplication, (a) all obligations for borrowed money, (b)
all obligations evidenced by bonds, debentures, notes, or other similar instruments and all
reimbursement or other obligations in respect of letters of credit, bankers acceptances, interest
rate swaps, or other financial products, (c) all obligations as a lessee under Capital Leases, (d)
all obligations or liabilities of others secured by a Lien on any asset of a Person or its
Subsidiaries, irrespective of whether such obligation or liability is assumed, (e) all obligations
to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary
course of business), (f) all obligations owing under Hedge Agreements, and (g) any obligation
guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed,
co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes
Indebtedness under any of clauses (a) through (f) above.




          “Indemnified Liabilities” has the meaning set forth in Section 11.3.




          “Indemnified Person” has the meaning set forth in Section 11.3.




          “Indenture” means that certain Indenture dated as of July 28, 2003 by and among
Borrower, the guarantors named therein and Wells Fargo Bank Minnesota, National Association, as
trustee, as amended, restated, supplemented or otherwise modified from time to time as permitted
hereby.




          “Individual Store Accounts” has the meaning set forth in Section 2.7(a).




          “Initial Syndication Date” means the date on which the Agent has notified the Borrower
that the syndication of the Revolver Commitments has been completed and the Agent has reached its
“hold level” as contemplated by the Fee Letter.




          “Insolvency Proceeding” means any proceeding commenced by or against any Person under
any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency
law, assignments for the benefit of creditors, formal or informal moratoria, compositions,
extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other
similar relief.




          “Intangible Assets” means, with respect to any Person, that portion of the book value
of all of such Person’s assets that would be treated as intangibles under GAAP.




          “Intellectual Property” has the meaning given such term in the Pledge and Security
Agreement.






23









 








          “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the
date hereof, among Agent, Citicorp North America, Inc. as administrative agent for the lenders
under the Term Loan Agreement, Borrower and the Credit Parties.




          “Interest Period” means, with respect to each LIBOR Rate Loan, a period commencing on
the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the
conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 2, 3, or 6 months thereafter, as
elected by the Borrower pursuant to Section 2.13 and subject to Section
2.13(d)(ii)(y); provided, however, that (a) if any Interest Period would end on
a day that is not a Business Day, such Interest Period shall be extended (subject to clauses
(c)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at the applicable
rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but
excluding, the day on which any Interest Period expires, (c) any Interest Period that would end on
a day that is not a Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in another calendar month, in which case such Interest Period shall end on the
next preceding Business Day, (d) with respect to an Interest Period that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period), the Interest Period shall end on the
last Business Day of the calendar month that is 1, 2, 3, or 6 months after the date on which the
Interest Period began, as applicable, and (e) Borrower may not elect an Interest Period which will
end after the Maturity Date.




          “Inventory” means inventory (as that term is defined in the Code).




          “Investment” means, with respect to any Person, any investment by such Person in any
other Person (including Affiliates) in the form of loans, guarantees, advances, or capital
contributions (excluding (a) commission, travel, and similar advances to officers and employees of
such Person made in the ordinary course of business, and (b) bona fide Accounts arising in the
ordinary course of business consistent with past practice), purchases or other acquisitions of
Indebtedness, Stock, or all or substantially all of the assets of such other Person (or of any
division or business line of such other Person), and any other items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.




          “Investment Property” means investment property (as that term is defined in the Code),
and any and all supporting obligations in respect thereof.




          “IRB” means an industrial revenue bond issued by the city of Topeka, Kansas to a
Credit Party pursuant to the City of Topeka resolution No. 7102 adopted and approved on November
14, 2000 or any similar resolution authorizing an industrial revenue bond.




          “IRC” means the Internal Revenue Code of 1986, as in effect from time to time.





24









 








          “Issuing Lender” means WFRF or any Affiliate thereof or any other Lender that, at the
request of Borrower and with the consent of Agent, agrees, in such Lender’s sole discretion, to
become an Issuing Lender for the purpose of issuing L/Cs or L/C Undertakings pursuant to
Section 2.12.




          “Joint Venture” means a corporation, limited liability company, joint venture or
similar limited liability legal entity formed in order to conduct a common venture or enterprise
between two or more Persons.




          “L/C” has the meaning set forth in Section 2.12(a).




          “L/C Disbursement” means a payment made by the Issuing Lender pursuant to a Letter of
Credit.




          “L/C Undertaking” has the meaning set forth in Section 2.12(a).




          “Leased Store Location” means any store for which any Credit Party has a leasehold
interest.




          “Lender” and “Lenders” have the respective meanings set forth in the preamble
to this Agreement, and shall include any other Person made a party to this Agreement in accordance
with the provisions of Section 14.1.




          “Lender Group” means, individually and collectively, each of the Lenders (including
the Issuing Lender) and Agent.




          “Lender Group Expenses” means all (a) costs or expenses (including
taxes, and insurance premiums) required to be paid by any Credit Party under any of the Loan
Documents that are paid, advanced, or incurred by the Lender Group, (b) reasonable fees or charges
paid or incurred by Agent in connection with the Lender Group’s transactions with any Credit Party,
including, fees or charges for photocopying, notarization, couriers and messengers,
telecommunication, public record searches (including tax lien, litigation, and UCC searches),
filing, recording, publication, appraisal (including periodic collateral appraisals or business
valuations to the extent of the fees and charges (and up to the amount of any limitation) set forth
in the Loan Documents), (c) reasonable costs and expenses incurred by Agent in the disbursement of
funds to any Credit Party or other members of the Lender Group (by wire transfer or otherwise), (d)
reasonable charges paid or incurred by Agent resulting from the dishonor of checks, (e) reasonable
costs and expenses paid or incurred by the Lender Group to correct any default or enforce any
provision of the Loan Documents, or in gaining possession of, maintaining, handling, preserving,
storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any
portion thereof, irrespective of whether a sale is consummated, (f) audit fees and expenses of
Agent related to audit examinations of the Books (provided that, so long as no Default or Event of
Default or Triggering Period has occurred and is continuing and so long as the aggregate amount of Advances outstanding does
not exceed $100,000,000, Agent shall be limited to





25












 




reimbursement for a maximum of two (2) such audit examinations per annum) to the extent of
the fees and charges (and up to the amount of any limitation) set forth in the Loan Documents, (g)
reasonable costs and expenses of third party claims or any other suit paid or incurred by the
Lender Group in enforcing or defending the Loan Documents or in connection with the transactions
contemplated by the Loan Documents or the Lender Group’s relationship with any Credit Party, (h)
Agent’s reasonable costs and expenses (including attorneys fees) incurred in advising, structuring,
drafting, reviewing, administering, syndicating, or amending the Loan Documents, and (i) Agent’s
and each Lender’s reasonable costs and expenses (including attorneys, accountants, consultants, and
other advisors fees and expenses) incurred in terminating, enforcing (including attorneys,
accountants, consultants, and other advisors fees and expenses incurred in connection with a
“workout,” a “restructuring,” or an Insolvency Proceeding concerning any Credit Party or in
exercising rights or remedies under the Loan Documents), or defending the Loan Documents,
irrespective of whether suit is brought, or in taking any Remedial Action concerning the
Collateral.




          “Lender-Related Person” means, with respect to any Lender, such Lender, together with
such Lender’s Affiliates, officers, directors, employees, attorneys, and agents.




          “Letter of Credit” means an L/C or an L/C Undertaking, as the context requires.




          “Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn
amount of all outstanding Letters of Credit.




          “LIBOR Deadline” has the meaning set forth in Section 2.13(b)(i).




          “LIBOR Notice” means a written notice in the form of Exhibit L-1.




          “LIBOR Option” has the meaning set forth in Section 2.13.




          “LIBOR Rate” means, for each Interest Period for each LIBOR Rate Loan, the rate per
annum determined by Agent (rounded upwards, if necessary, to the next 1/100%) by dividing (a) the
Base LIBOR Rate for such Interest Period, by (b) 100% minus the Reserve Percentage. The LIBOR Rate
shall be adjusted on and as of the effective day of any change in the Reserve Percentage.




          “LIBOR Rate Loan” means each portion of an Advance that bears interest at a rate
determined by reference to the LIBOR Rate.




          “Lien” means any interest in an asset securing an obligation owed to, or a claim by,
any Person other than the owner of the asset, irrespective of whether (a) such interest is based on
the common law, statute, or contract, (b) such interest is recorded or perfected, and (c) such
interest is contingent upon the occurrence of some future event or events or the existence of some
future circumstance or circumstances. Without limiting the






26









 







generality of the foregoing, the term “Lien” includes the lien or security interest arising from a mortgage,
deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, security agreement,
conditional sale or trust receipt, or from a lease, consignment,
or bailment for security purposes and also includes reservations, exceptions, encroachments,
easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions
and encumbrances affecting Real Property.




          “Loans” means Base Rate Loans and LIBOR Rate Loans.




          “Loan Account” has the meaning set forth in Section 2.10.




          “Loan Documents” means this Agreement, the Intercreditor Agreement, the Collateral
Documents, the Cash Management Agreements, the Credit Card Agreements, the Customs Broker
Agreements, the Disbursement Letter, the Fee Letter, the Letters of Credit, any note or notes
executed by Borrower in connection with this Agreement and payable to a member of the Lender Group,
and any other agreement entered into, now or in the future, by any Credit Party and the Lender
Group in connection with this Agreement or otherwise relating to the Obligations.




          “Material Adverse Change” means (a) a material adverse change in the business,
operations, results of operations, assets, liabilities or condition (financial or otherwise) of the
Borrower, the Parent and the Restricted Subsidiaries taken as a whole, (b) a material impairment of
the Credit Parties’ ability to perform their obligations under the Loan Documents to which they are
parties or of the Lender Group’s ability to enforce the Obligations or realize upon the Collateral,
or (c) a material impairment of the enforceability or priority of the Agent’s Liens with respect to
the Collateral as a result of an action or failure to act on the part of any Credit Party.




          “Material Adverse Effect” means an effect that results in or causes, or would
reasonably be expected to result in or cause, a Material Adverse Change.




          “Material Credit Party” means each of Borrower, Parent, Payless Missouri and any other
Credit Party other than Immaterial Subsidiaries.




          “Maturity Date” has the meaning set forth in Section 3.4.




          “Maximum Revolver Amount” means $350,000,000 plus the amount, if any, of any increase
permitted by Section 2.2 (after which increase, the Maximum Revolver Amount shall not
exceed $400,000,000).




          “Merger” means that certain merger of the Acquisition Subsidiary with and into the
Target pursuant to the terms of the Merger Agreement.




27









 








          “Merger Agreement” means that certain Agreement and Plan of Merger, dated as of May
22, 2007, by and between the Target, the Borrower and the Acquisition Subsidiary.




          “Merger Funding Date” means the date that the Merger is consummated.




          “Mortgages” means the mortgages, deeds of trust or other real estate security
documents made or required herein to be made by the Borrower or any other Credit Party, each in
form and substance reasonably satisfactory to the Agent.




          “Mortgage Supporting Documents” means, with respect to any Mortgage for a parcel of
owned Real Property, each document (including title policies or marked-up unconditional insurance
binders (in each case, together with copies of all documents referred to therein), maps, ALTA or
TLTA, if applicable, as-built surveys, in form and as to date that is sufficiently acceptable to
the title insurer issuing title insurance to the Agent for such title insurer to deliver
endorsements to such title insurance as reasonably requested by the Agent, environmental
assessments and reports and evidence regarding recording and payment of fees, insurance premium and
taxes) that the Agent may reasonably request, to create, register, perfect, maintain, evidence the
existence, substance, form or validity of or enforce a valid and enforceable first priority Lien on
such parcel of owned Real Property in favor of the Agent for the benefit of the Secured Parties (as
defined in the Pledge and Security Agreement), subject only to such Liens as the Agent may approve.




          “Net Liquidation Percentage” means the percentage of the perpetual value of each
Credit Party’s Eligible Inventory that is estimated to be recoverable in an orderly liquidation of
such Inventory, such percentage to be calculated as an average of the then current month’s average
Net Liquidation Percentage and the average Net Liquidation Percentage for the preceding month as
determined from time to time by a qualified appraisal company selected by Agent with Borrower’s
consent, which consent shall not be unreasonably withheld.




          “Non-Owned Storage Facility” means any distribution center or warehouse facility
leased by any Credit Party, together with any other location where Inventory of any Credit Party is
stored or held pursuant to a lease, bailment, warehousing or similar arrangement, which location
(a) is not owned by a Credit Party, and (b) is not a Leased Store Location or a Pool Location.




          “Obligations” means all loans, Advances, debts, principal, interest (including any
interest that, but for the commencement of an Insolvency Proceeding, would have accrued),
contingent reimbursement obligations with respect to outstanding Letters of Credit, premiums,
liabilities (including all amounts charged to Borrower’s Loan Account pursuant hereto), obligations
(including indemnification obligations), fees (including the fees provided for in the Fee Letter),
charges, costs, Lender Group Expenses (including any fees or expenses that, but for the
commencement of an Insolvency Proceeding, would have accrued), Banking Services Obligations, lease
payments, guaranties, covenants, and duties of any kind and





28









 







description owing by any Credit Party to the Lender Group pursuant to or evidenced by the Loan Documents and irrespective of whether for
the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising, and including all interest not paid when due and all Lender Group
Expenses that the Credit Parties are required to pay or reimburse by the Loan Documents, by law, or otherwise. Any
reference in this Agreement or in the Loan Documents to the Obligations shall include all
extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any
Insolvency Proceeding.




          “Obligee Guarantor” has the meaning set forth in Section 17.7.




          “Originating Lender” has the meaning set forth in Section 14.1(e).




          “Overadvance” has the meaning set forth in Section 2.5.




          “Parent” means Payless ShoeSource, Inc., a Delaware corporation.




          “Participant” has the meaning set forth in Section 14.1(e).




          “Patriot Act” means the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.).




          “Payless Missouri” means Payless ShoeSource, Inc., a Missouri corporation.




          “Permitted Acquisition” means any Proposed Acquisition subject to the satisfaction of
each of the following conditions at or prior to the consummation of the Proposed Acquisition: (a)
the Agent shall receive prior written notice of such Proposed Acquisition, which notice shall
include, without limitation, a reasonably detailed description of such Proposed Acquisition; (b)
the Investment in such Permitted Acquisition is permitted under clause (i) or (j) of Section 7.10;
(c) the Borrower (or the Parent or the Subsidiary making such Proposed Acquisition) and the
Proposed Acquisition Target shall have executed such documents and taken such actions as may be
required under Section 5.14; (d) the Agent shall have received copies of the agreements, related
contracts, instruments and all opinions, certificates, lien search results and other documents, in
each case to the extent actually received by any Credit Party (and subject to agreement to such
additional confidentiality requirements as may be required to permit such Credit Party to deliver
such copies), in each case reasonably requested by the Agent; (e) Availability after giving effect
to such Proposed Acquisition is at least $50,000,000 both before and as projected by the Borrower
on a pro forma basis for the three month period following such Proposed Acquisition or (f) at the
time of such Proposed Acquisition and after giving effect thereto, (i) no Default or Event of
Default shall have occurred and be continuing and (ii) all representations and warranties contained
in Article V and in the other Loan Documents shall be true and correct in all material respects and
(iii) the Parent would be in compliance with the Consolidated Coverage Test for the most recently
ended Test Period, determined on a pro forma basis after giving effect to such Proposed Acquisition
(and the transactions contemplated thereby, including the incurrence or assumption of any
Indebtedness in connection therewith).




29









 








          “Permitted Discretion” means a determination made in good faith and in the exercise of
reasonable (from the perspective of a secured, asset-based lender) business judgment based upon a
change in circumstances or new information after the Closing Date.




          “Permitted Dispositions” means (a) sales or other dispositions of Equipment that is
substantially worn, damaged, or obsolete in the ordinary course of business, (b) sales of Inventory
to buyers in the ordinary course of business, (c) the use or transfer of money or Cash Equivalents
in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents, (d)
the licensing, sublicensing or other similar ordinary course transfers (but not sales) of
intellectual property rights (on an exclusive or non-exclusive basis) to the extent that the
foregoing occurs on an arms-length basis and (e) Store Closings in any fiscal year of the Borrower
not in excess of the Store Closing Basket.




          “Permitted Investments” means (a) Investments in cash and Cash Equivalents, (b)
Investments in negotiable instruments for collection, (c) advances made in connection with
purchases of goods or services in the ordinary course of business, (d) Investments made by one
Credit Party in another Credit Party, (e) Investments received in settlement of amounts due to any
Credit Party effected in the ordinary course of business or owing to any Credit Party as a result
of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of any
Lien in favor of such Credit Party, (f) Subordinated Indebtedness or guaranties of Subsidiaries, in
each case to the extent permitted by Section 7.1, and (g) Investments in bonds issued by a
Governmental Authority in connection with the lease of property or equipment by any Credit Party
from such Governmental Authority, provided that such bonds are secured by the lease payments
required to be made by such Credit Party with respect to such leased property and are issued in
transactions which are in form and substance substantially similar to those in which the
Investments described on Schedule 7.10 were made.




          “Permitted Liens” means (a) Liens held by Agent, (b) Liens for unpaid taxes,
assessments or governmental charges or levies that either (i) are not yet delinquent, or (ii) do
not constitute an Event of Default hereunder and are the subject of Permitted Protests, (c) Liens
existing on the date of this Agreement and set forth on Schedule P-1, (d) the interests of
lessors under operating leases, (e) purchase money Liens or the interests of lessors under Capital
Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness and
so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof, (f)
Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics,
materialmen, laborers, or suppliers, incurred in the ordinary course of business and not in
connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent,
or (ii) are the subject of Permitted Protests, (g) Liens arising from deposits or pledges made or
letters of credit issues in connection with obtaining worker’s compensation or other unemployment
insurance or to comply with any applicable law, rule or regulation regarding social security,
unemployment or other employee benefits, (h) Liens, pledges or deposits to secure performance of
bids, tenders, leases, licenses, trade contracts, statutory obligations, customs, surety, stay,
performance and appeal






30









 







bonds, and other obligations incurred in the ordinary course of business and
not in connection with the borrowing of money; provided that the Credit Parties may elect to post
cash and obtain cash secured letters of credit in lieu of posting cash directly under this clause,
(i) Liens resulting from any judgment or award that is not an Event of Default hereunder, (j) with
respect to any Real Property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the use or operation thereof, (k)
encumbrances arising under leases or subleases of Real Property that do not, in the aggregate,
materially detract from the value of such Real Property or interfere with the ordinary conduct of
the business conducted and proposed to be conducted at such Real Property, (l) Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods, (m) Liens resulting from the filing of precautionary UCC
financing statements relating to operating leases of any Credit Party which are entered into in the
ordinary course of business and which are limited solely to the assets subject thereto, (n) Liens
incurred in connection with the licensing of patents, trademarks, copyrights, and other
intellectual property rights of the Credit Parties and their Subsidiaries in the ordinary course of
business to Persons outside the United States or any U.S. Territory for use solely outside of the
United States or any U.S. Territory, (o) Liens on assets not consisting of the Collateral that
secure Indebtedness under any IRB to which any Credit Party and any Governmental Authority is party
and (p) Liens on Collateral held by the Term Loan Agent to secure the Term Loan Obligations to the
extent permitted by the Intercreditor Agreement.




          “Permitted Protest” means the right of any Credit Party to protest any Lien (other
than any Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the
subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with
respect to such obligation is established on the Books in such amount as is required under GAAP,
(b) any such protest is instituted promptly and prosecuted diligently by such Credit Party, as
applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending,
there will be no impairment of the enforceability, validity, or priority of any of the Agent’s
Liens.




          “Permitted Purchase Money Indebtedness” means, as of any date of determination,
Purchase Money Indebtedness incurred after the Closing Date in an aggregate principal amount
outstanding at any one time not in excess of $75,000,000.




          “Permitted Reserves” means reserves on Availability imposed from time to time by the
Agent in its Permitted Discretion based upon the results of appraisals and audits on Collateral.




          “Permitted Sale-Leasebacks” has the meaning assigned to that term in Section
7.16.




          “Person” means natural persons, corporations, limited liability companies, limited
partnerships, general partnerships, limited liability partnerships, joint ventures, trusts,





31









 







land trusts, business trusts, or other organizations, irrespective of whether they are legal entities,
and governments and agencies and political subdivisions thereof.




          “Pledge and Security Agreement” means an agreement, in substantially the form of
Exhibit G hereto, executed by the Borrower and each Guarantor.




          “Pledged Stock” has the meaning specified in the Pledge and Security Agreement.




          “Pool Location” means any of the locations in the United States listed on Schedule
E-2, as such schedule is updated pursuant to Section 6.13.




          “Post-Closing Agreement” means that certain post-closing agreement, dated as of even
date herewith, between Borrower and Agent.




          “Prior Loan Agreement” has the meaning set forth in the Recitals hereto.




          “Projections” means Parent’s and its Subsidiaries’ forecasted (a) balance sheets, (b)
profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with
Parent’s historical financial statements, together with appropriate supporting details and a
statement of underlying assumptions.




          “Proposed Acquisition” means the proposed acquisition by the Borrower, the Parent or
any of the Restricted Subsidiaries of all or substantially all of the assets or Stock of any
Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the
Borrower, the Parent or any Subsidiary of the Parent (and, in the case of a merger with the
Borrower, with the Borrower being the surviving corporation).




          “Proposed Acquisition Target” means any Person or group of Persons engaged in a
particular line of business or any operating division thereof subject to a Proposed Acquisition.




          “Pro Forma Basis” means, as to any Person, for any events as described in clauses (i)
and (ii) below that occur subsequent to the commencement of a period for which the financial effect
of such events is being calculated, and giving effect to the events for which such calculation is
being made, such calculation as will give pro forma effect to such events as if such events
occurred on the first day of the applicable Test Period:





          (i) in making any determination of Consolidated EBITDA or Consolidated EBITDAR, pro
forma effect shall be given to any Asset Sale and to any Permitted Acquisition (or to any
similar transaction or transactions that require a waiver or consent of the Required Lenders
pursuant to Section 7.3 or Section 7.10), in each case that occurred during the Test Period
(or, in the case of determinations made pursuant to the definition of “Permitted
Acquisition” occurring during the Test Period



32









 






or thereafter and through and including the
date upon which the respective Permitted Acquisition is consummated); and




          (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including
Indebtedness incurred or assumed and for which the financial effect is being calculated,
whether incurred under this Agreement or otherwise incurred or permanently repaid during the
Test Period (or, in the case of determinations made pursuant to the definition of “Permitted
Acquisition”, occurring during the Test Period and through and including the date upon which the respective
Permitted Acquisition is consummated) shall be deemed to have been incurred or repaid at the
beginning of such period (if such Indebtedness was incurred under this Agreement, such
Indebtedness shall be deemed to be outstanding for the entire Test Period for purposes of
determining the Senior Secured Leverage Ratio and the Total Leverage Ratio) and (y) interest
expense of such Person attributable to interest on any Indebtedness, for which pro forma
effect is being given as provided in preceding clause (x), bearing floating interest rates
shall be computed on a pro forma basis as if the rates that would have been in effect during
the period for which pro forma effect is being given had been actually in effect during such
periods.



          Pro forma calculations made pursuant to the definition of “Pro Forma Basis” shall be
determined in good faith by a Responsible Officer of the Borrower and, for any fiscal period ending
on or prior to the first anniversary of a Permitted Acquisition or Asset Sale (or any similar
transaction or transactions that require a waiver or consent of the Required Lenders pursuant to
Section 7.3 or Section 7.10), may include adjustments to reflect operating expense reductions and
other operating improvements or synergies implemented or planned to be implemented and reasonably
expected to result from such Permitted Acquisition, Asset Sale or other similar transaction, to the
extent that the Borrower delivers to the Agent (i) a certificate of the Borrower signed by a
Responsible Officer setting forth such operating expense reductions and other operating
improvements or synergies and (ii) information and calculations supporting in reasonable detail
such estimated operating expense reductions and other operating improvements or synergies.




          “Pro Rata Share” means, as of any date of determination: (i) prior to the Revolver
Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such
Lender’s Revolver Commitment, by (z) the aggregate Revolver Commitments of all Lenders, and (ii)
from and after the time that the Revolver Commitments have been terminated or reduced to zero, the
percentage obtained by dividing (y) the aggregate outstanding principal amount of such Lender’s
Advances plus such Lender’s ratable portion of the Risk Participation Liability with respect to
outstanding Letters of Credit by (z) the aggregate outstanding principal amount of all Advances
plus the aggregate amount of the Risk Participation Liability with respect to outstanding Letters
of Credit.




          “Purchase Money Indebtedness” means Indebtedness (other than the Obligations, but
including Capitalized Lease Obligations), incurred at the time of, or within




33









 







20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition
cost thereof, together with any refinancings under Section 7.1(f).




          “Qualified Import Letter of Credit” means a Letter of Credit that (a) is issued to
facilitate the purchase by any Credit Party of Eligible Inventory, (b) has an expiry date of less
than 90 days and is otherwise in form and substance acceptable to Agent, and (c) is issued to
support an Underlying Letter of Credit that only is drawable by the beneficiary thereof by the
presentation of, among other documents, such applicable documents satisfactory to Agent as
evidencing such Credit Party’s title to the subject Inventory.




          “Qualified Capital Stock” of any Person shall mean any Stock or Stock Equivalents of
such Person that is not Disqualified Stock.




          “Qualified Refinancing Indebtedness” means Indebtedness incurred to refinance, in
part, the Term Loan Obligations, on terms and conditions satisfactory to the Administrative Agent
and in an aggregate principal amount not to exceed $450,000,000.




          “Qualified Restricted Subsidiary” means any Restricted Subsidiary that is not a
Credit Party and (a) is set forth on Schedule 1.1(b) and (b) that satisfies each of the
following requirements: (i) there are no restrictions, directly or indirectly, on the ability of
such Restricted Subsidiary to pay dividends or make distributions to the holders of its Stock and
Stock Equivalents; and (ii) the Stock and Stock Equivalents of such Restricted Subsidiary consist
of Stock and Stock Equivalents majority owned by the Parent and its Qualified Restricted
Subsidiaries.




          “Real Property” means any estates or interests in real property now owned or hereafter
acquired by any Credit Party and the improvements thereto.




          “Record” means information that is inscribed on a tangible medium or which is stored
in an electronic or other medium and is retrievable in perceivable form.




          “Recovery Event” means any settlement of or payment in respect of any property or
casualty insurance claim or any taking under power of eminent domain or by condemnation or similar
proceeding of or relating to any property or asset of the Parent or any of its Restricted
Subsidiaries other than any settlement, payment, taking or proceeding that results in cash
consideration of less than $1,000,000, individually.




          “Related Documents” means the Merger Agreement, the Subordinated Notes Indenture, the
Term Loan Agreement and each other document and instrument executed with respect to any of the
foregoing.




          “Remedial Action” means all actions taken to (a) clean up, remove, remediate, contain,
treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or
outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials
so they do not migrate or endanger or threaten to endanger public health




34









 







or welfare or the indoor or outdoor environment, (c) perform any pre-remedial studies, investigations, or post-remedial
operation and maintenance activities, or (d) conduct any other actions authorized by 42 USC § 9601.




          “Replacement Lender” has the meaning set forth in Section 15.2(a).




          “Report” has the meaning set forth in Section 16.17.




          “Required Closing Availability” means that Excess Availability is equal to or exceeds
$100,000,000.




          “Required Lenders” means, at any time, Lenders whose aggregate Pro Rata Shares equal
or exceed 50.1%.




          “Requirement of Law” means, with respect to any Person, the common law and all
federal, state, local and foreign laws, treaties, rules and regulations, orders, judgments, decrees
and other determinations of, concessions, grants, franchises, licenses and other contractual
obligations with, any Governmental Authority or arbitrator, applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is subject.




          “Reserve Percentage” means, on any day, for any Lender, the maximum percentage
prescribed by the Board of Governors of the Federal Reserve System (or any successor Governmental
Authority) for determining the reserve requirements (including any basic, supplemental, marginal,
or emergency reserves) that are in effect on such date with respect to eurocurrency funding
(currently referred to as “eurocurrency liabilities”) of that Lender, but so long as such Lender is
not required or directed under applicable regulations to maintain such reserves, the Reserve
Percentage shall be zero.




          “Reserves” has the meaning set forth in Section 2.1(b).




          “Responsible Officer” means, with respect to any Person, any of the principal
executive officers, managing members or general partners of such Person but, in any event, with
respect to financial matters, the chief financial officer, treasurer or controller of such Person.




          “Restricted Payment” means (a) any dividend or other distribution, direct or indirect,
on account of any shares of any Stock of any Credit Party now or hereafter outstanding, except a
dividend payable solely in shares of that class of Stock to the holders of that class; (b) any
redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value,
direct or indirect, of any shares of any class of Stock of a Credit Party now or hereafter
outstanding; (c) any payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire any Stock of any Credit Party now or hereafter
outstanding; and (d) any payment or prepayment of principal of, premium,




35









 







if any, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or
similar payment with respect to, any Subordinated Indebtedness.




          “Restricted Subsidiary” means any Subsidiary of the Borrower that is not an
Unrestricted Subsidiary.




          “Revolver Commitment” means, with respect to each Lender, its Revolver Commitment,
and, with respect to all Lenders, their Revolver Commitments, in each case as such Dollar amounts
are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in
the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance
with the provisions of Section 14.1 and as such amounts may be increased pursuant to
Section 2.2.




          “Revolver Increase” has the meaning assigned to that term in Section 2.2.




          “Revolver Increase Notice” has the meaning assigned to that term in Section
2.2.




          “Revolver Usage” means, as of any date of determination, the sum of (a) the then
extant amount of outstanding Advances, plus (b) the then extant amount of the Letter of Credit
Usage.




          “Risk Participation Liability” means, as to each Letter of Credit, all reimbursement
obligations of Borrower to the Issuing Lender with respect to an L/C Undertaking, consisting of (a)
the amount available to be drawn or which may become available to be drawn, (b) all amounts that
have been paid by the Issuing Lender to the Underlying Issuer to the extent not reimbursed by
Borrower, whether by the making of an Advance or otherwise, and (c) all accrued and unpaid
interest, fees, and expenses payable with respect thereto.




          “Sale-Leasebacks” has the meaning assigned to that term in Section 7.16.




          “SEC” means the United States Securities and Exchange Commission and any successor
thereto.




          “Secured Obligations” has the meaning specified in the Pledge and Security Agreement.




          “Securities Account Control Agreement” has the meaning specified in the Pledge and
Security Agreement.




          “Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of
(a) Consolidated Funded Indebtedness of the Parent and the Restricted Subsidiaries that is secured
by Liens outstanding as of such date (minus the cash and Cash Equivalents of the Credit Parties
that are not subject to any Lien securing Indebtedness other than the Obligations or Term Loan
Obligations) to (b) the aggregate amount of Consolidated




36









 







EBITDA of the Parent and the Restricted Subsidiaries for the most recently ended Test Period.




          “Senior Subordinated Notes” means (i) those certain 8.25% Series A Senior Subordinated
Notes due 2013 and (ii) those certain 8.25% Series B Senior Subordinated Notes due 2013, each
issued by Borrower pursuant to the Indenture, in each case as amended, restated, supplemented or
otherwise modified from time to time as permitted hereby.




          “Settlement” has the meaning set forth in Section 2.3(f)(i).




          “Settlement Date” has the meaning set forth in Section 2.3(f)(i).




          “Solvent” means, with respect to any Person on a particular date, that, at fair
valuations, the sum of such Person’s assets is greater than all of such Person’s debts.




          “Stock” means all shares, options, warrants, interests, participations, or other
equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting,
including common stock, preferred stock, or any other “equity security” (as such term is defined in
Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).




          “Stock Equivalents” means all securities convertible into or exchangeable for Stock
and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not
presently convertible, exchangeable or exercisable.




          “Store Closing Basket” means, with respect to any fiscal year of the Borrower, Store
Closings, net of Store Openings, in an amount up to 500 Store Closings in such fiscal year,
provided that in the event that the Credit Parties are closing more than 100 stores at any one
time, the Borrower shall, at Agent’s request, hire a qualified inventory liquidation company
reasonably satisfactory to the Agent to conduct such Store Closings on terms satisfactory to Agent
in its Permitted Discretion; provided, that at no time will the total number of stores owned or
franchised by the Group Members be lower than 3,500.




          “Store Closings” means the closing, sale, sublease or franchise or other disposition
of stores operated by Borrower or any Restricted Subsidiary in a manner consistent with the past
business practices of the Borrower and the Restricted Subsidiaries or the Closing Date Business
Plan (involving store closing sales and liquidations of store inventory on site).




          “Store Openings” means the opening of stores, including the purchase of a franchise,
operated by Borrower or any Restricted Subsidiary in a manner consistent with the past business
practices of the Borrower and the Restricted Subsidiaries or the Closing Date Business Plan
(involving store openings).




37









 








          “Subordinated Indebtedness” means (a) all Indebtedness under the Indenture and (b) (i)
any other public Indebtedness of the Credit Parties subordinated in right of payment to the
Obligations pursuant to documentation containing material terms, including subordination provisions
substantially similar to those set forth in the Indenture and (ii) all private Indebtedness of the
Credit Parties subordinated in right of payment to the Obligations pursuant to documentation
containing market terms and conditions consistent with private subordinated indebtedness of such
type, in each case pursuant to this clause (b), satisfactory to Agent in its Permitted
Discretion.




          “Subordinated Notes Indenture” means the Indenture, dated as of July 28, 2003, between
Borrower and Wells Fargo Bank Minnesota, National Association, as trustee.




          “Subsidiary” of a Person means a corporation, partnership, limited liability company,
or other entity in which that Person directly or indirectly owns or controls the
shares of Stock having ordinary voting power to elect a majority of the board of directors (or
appoint other comparable managers) of such corporation, partnership, limited liability company, or
other entity.




          “Swing Lender” means WFRF or any other Lender that, at the request of Borrower and
with the consent of Agent agrees, in such Lender’s sole discretion, to become the Swing Lender
under Section 2.3(d).




          “Swing Loan” has the meaning set forth in Section 2.3(d)(i).




          “Target” means The Stride Rite Corporation.




          “Target Shares” means 100% of the shares of Target’s publicly traded common stock.




          “Taxes” has the meaning set forth in Section 16.11.




          “Term Agent” means Citicorp North America, Inc., in its capacity as administrative
agent under the Term Loan Agreement.




          “Term Loan Agreement” means that certain Term Loan Agreement, dated as of the date
hereof, among the Borrower, the Credit Parties, the Term Agent as administrative agent and lender
thereunder and the other lenders party thereto.




          “Term Loan Documents” means, collectively, the Term Loan Agreement, all guaranties,
pledges, security agreements and similar agreements entered into in connection therewith to
guaranty or secure any Term Loan Obligations and each other certificate, agreement and other
document entered into in connection therewith (other than the Intercreditor Agreement)




          “Term Loan Obligations” has the meaning set forth in Section 7.1(b).





38









 








          “Term Loans” means those loans outstanding under the Term Loan Agreement, as amended,
modified or supplemented from time to time to the extent permitted pursuant to Section 7.14 hereof
and pursuant to the Intercreditor Agreement, and any refinancing permitted pursuant to Section
7.1(f) hereof.




          “Term Priority Collateral” has the meaning set forth in the Intercreditor Agreement.




          “Test Period” shall mean, for any determination under this Agreement, the period of
the most recently ended four consecutive fiscal quarters of the Parent for which financial
statements have been delivered to the Agent pursuant to Section 6.3.




          “Total Assets” means the total amount of all assets of the Borrower, the Parent and
the Restricted Subsidiaries, determined on a Consolidated basis as shown on the most recent balance
sheet of the Parent.




          “Total Leverage Ratio” means, as of any date of determination, the ratio of (a)
Consolidated Funded Indebtedness of the Parent and the Restricted Subsidiaries outstanding as of
such date (minus the cash and Cash Equivalents of the Loan Parties that are not subject to any Lien
securing Indebtedness other than the Obligations or Term Loan Obligations) to (b) the aggregate
amount of Consolidated EBITDA of the Parent and the Restricted Subsidiaries for the most recently
ended Test Period.




          “Transactions” means, collectively, the Tender Offer, the Merger, entry into the Term
Loan Agreement and the transactions contemplated thereby and the transactions contemplated hereby.




          “Triggering Period” means a period (a) commencing on the earliest to occur of (i) the
occurrence and continuation of an Event of Default, or (ii) the date on which Availability shall be
less than $35,000,000 and (b) continuing until such time as, for a period of fifteen (15)
consecutive days, both (x) Availability shall be equal to or in excess of $40,000,000 and (y) there
shall not have occurred and be continuing any Event of Default.




          “United States” and “U.S.” mean the United States of America.




          “Underlying Issuer” means a third Person which is the beneficiary of an L/C
Undertaking or Qualified Import Letter of Credit and which has issued a letter of credit at the
request of the Issuing Lender for the benefit of any Credit Party.




          “Underlying Letter of Credit” means a letter of credit that has been issued by an
Underlying Issuer.




          “Unrestricted Subsidiary” shall mean any Subsidiary of the Parent that is acquired or
created after the Closing Date and designated by the board of directors of the Parent as an
“Unrestricted Subsidiary” hereunder by written notice to the Agent and listed on





39









 







Schedule 6.15 hereto, any Subsidiary of such Unrestricted Subsidiary and any Subsidiary designated as an
“Unrestricted Subsidiary” under the Term Loan Agreement.




          “U.S. Territory” means each of the U.S. Virgin Islands, Guam and Saipan.




          “Voidable Transfer” has the meaning set forth in Section 18.7.




          “Wells Fargo” means Wells Fargo Bank, National Association, a national banking
association.




          “WFRF” means Wells Fargo Retail Finance, LLC, a Delaware limited liability company.




          “Wholly Owned Domestic Subsidiary” means each Subsidiary of the Borrower or any
Guarantor, all of the Stock of which (other than director’s qualifying shares, as may be required
by law) is owned by such Person, either directly or indirectly through one
or more Subsidiaries of such Person, that is organized under the laws of the United States of
America or any State or political subdivision thereof.




          “Winston” has the meaning set forth in Section 16.19.




     1.2 Accounting TermsAll accounting terms not specifically defined herein shall be
construed in accordance with GAAP. When used herein, the term “financial statements” shall include
the notes and schedules thereto. Whenever the term “Borrower” is used in respect of a financial
covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a
consolidated basis unless the context clearly requires otherwise.




               (b) If any change in the accounting principles used in the preparation of the most recent
financial statements referred to in Section 6.3 is hereafter required or permitted by the
rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the
American Institute of Certified Public Accountants (or any successors thereto) and such change is
adopted by the Borrower with the agreement of the Borrower’s accountants and results in a change in
any of the calculations required by Article VII that would not have resulted had such accounting
change not occurred, the parties hereto agree to enter into negotiations in order to amend such
provisions so as to equitably reflect such change such that the criteria for evaluating compliance
with such covenants by the Borrower shall be the same after such change as if such change had not
been made; provided, however, that no change in GAAP that would affect a calculation that measures
compliance with any covenant contained in Article VII shall be given effect until such provisions
are amended to reflect such changes in GAAP.




     1.3 Code. Any terms used in this Agreement that are defined in the Code shall be
construed and defined as set forth in the Code unless otherwise defined herein.




40









 








     1.4 Construction. Unless the context of this Agreement or any other Loan Document
clearly requires otherwise, references to the plural include the singular, references to the
singular include the plural, the term “including” is not limiting, and the term “or” has, except
where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words
“hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan
Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and
not to any particular provision of this Agreement or such other Loan Document, as the case may be.
Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless
otherwise specified. Any reference in this Agreement or in the other Loan Documents to any
agreement, instrument, or document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and
thereof, as applicable (subject to any restrictions on such alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set
forth herein). Any reference herein to the repayment in full or satisfaction in full of the
Obligations shall mean the repayment in full in cash (or cash collateralized in accordance with the
terms hereof) of all Obligations other than contingent indemnification Obligations that, at such time, are allowed
by the applicable member of the Lender Group to remain outstanding and are not required to be
repaid or cash collateralized pursuant to the provisions of this Agreement. Any reference herein
to any Person shall be construed to include such Person’s successors and assigns. Any requirement
of a writing contained herein or in the other Loan Documents shall be satisfied by the transmission
of a Record and any Record transmitted shall constitute a representation and warranty as to the
accuracy and completeness of the information contained therein.



     1.5 Schedules and Exhibits. All of the schedules and exhibits attached to this
Agreement shall be deemed incorporated herein by reference.



2. LOAN AND TERMS OF PAYMENT.




     2.1
Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and
during the term of this Agreement, each Lender agrees (severally, not jointly or jointly and
severally) to make advances (“Advances”) to Borrower in an amount at any one time
outstanding not to exceed such Lender’s Pro Rata Share of an amount equal to the lesser of (i)
the Maximum Revolver Amount less the Letter of Credit Usage, or (ii) the Borrowing Base less
the Letter of Credit Usage.




               (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall
have the right to establish and modify Permitted Reserves against Availability in such
amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem
necessary or appropriate, including with respect to (i) shrinkage (so as to bring perpetual
records in line with historical levels), (ii) potential liabilities to customers, including
without limitation, in connection with merchandise deposits, returns, merchandise credits,
gift certificates, and frequent shopper programs, (iii) bad debt write-downs, discounts,
advertising allowances, credits, or increases in other



41









 






dilutive items with respect to Accounts, (iv) unpaid freight charges, warehousing or storage charges, taxes, duties, and
other similar unpaid costs associated with the acquisition of Inventory, (v) sums that any
Credit Party is required to pay (such as taxes, assessments, insurance premiums, or, in the
case of leased assets, rents or other amounts payable under such leases) and has failed to pay
under any Section of this Agreement or any other Loan Document, (vi) damaged goods,
refurbished goods, goods returned for resale and similar goods, (vii) Eligible U.S. Territory
Inventory, and (viii) amounts owing by any Credit Party to any Person to the extent secured by
a Lien on, or trust over, any of the Collateral (other than any existing Permitted Lien set
forth on Schedule P-1 which is specifically identified thereon as entitled to have
priority over the Agent’s Liens), which Lien or trust, in the Permitted Discretion of Agent
likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor
of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens
or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable
law) in and to such item of the Collateral. In addition to the foregoing,
Agent shall have the right at any time Revolver Usage is in excess of $100,000,000,
subject to the any other limitations contained herein or in the Loan Documents, to have the
Collateral reappraised by a qualified company selected by Agent from time to time after the
Closing Date for the purpose of re-determining the value of Eligible Accounts or Eligible
Inventory and modifying Advance Rates and, as a result, re-determining the Borrowing Base;
provided that unless an Event of Default is continuing or a Triggering Period has occurred and
is continuing, the Borrower shall only be responsible for the expenses incurred for two such
appraisals or audits in any 12 month period.




               (c) The Lenders shall have no obligation to make additional Advances hereunder to the
extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver
Amount.




               (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to
the terms and conditions of this Agreement, reborrowed at any time during the term of this
Agreement.



     2.2 Revolver Increase. On and after the Initial Syndication Date and until (but not
including) the Maturity Date, Borrower may, at its option at any time on a single occasion, seek to
increase (the “Revolver Increase”) the Maximum Revolver Amount by up to $50,000,000 (after giving
effect to which the Maximum Revolver Amount shall not exceed $400,000,000 less the aggregate amount
of reductions to the Revolver Commitments effected on or prior to the date of the Revolver
Increase) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase
Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver
Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur,
(b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and
the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default
existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not
violate or conflict



42









 




with the terms of any Indebtedness or any other contract, agreement, instrument
or obligation of any Credit Party (and which notice will be accompanied by an opinion of counsel to
Credit Parties on terms satisfactory to Agent in its Permitted Discretion to the effect that, among
other matters, the Revolver Increase constitutes a “Senior Claim” under and as defined in the
Intercreditor Agreement and that there is no conflict with the Credit Parties’ other Indebtedness
or any such contract, agreement, instrument or obligation). Borrower shall, after giving a
Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders,
which each Lender may in its sole and absolute discretion accept or decline (it being understood
that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to
have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof,
such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the
Revolver Increase and (iii) third, to other Eligible Transferees. Agent agrees to use its
reasonable efforts to syndicate any remaining portion of the Revolver Increase to other Eligible
Transferees; provided, however, that the minimum final allocated Revolver Commitment of each
Eligible Transferee that is not a Lender shall be equal to or in excess of $5,000,000. No increase
in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver
Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent
pursuant to which such existing Lenders state the amount of their Revolver Increase and any such
new Lenders state the amount of their Revolver Commitment and agree to assume and accept the
obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make
an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a
proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of such
new Lender. Any Advance as a result of an increase to the Revolver Commitment pursuant to this
Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the
increase of the Revolver Commitment pursuant to this Section 2.2, Schedule C-1 shall be deemed
amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder.



          2.3 Borrowing Procedures and Settlements.



               (a) Procedure for Borrowing. Each Borrowing shall be made by an irrevocable written
request by an Authorized Person delivered to Agent (which notice must be received by Agent no
later than 1:00 p.m. (New York time) on the Business Day prior to the date that is the
requested Funding Date (subject to Section 2.13(b)(i) in the case of any LIBOR Rate
Loan) specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date, which
shall be a Business Day; provided, however, that in the case of a request for
Swing Loan in an amount of $35,000,000, or less, such notice will be timely received if it is
received by Agent no later than 1:00 p.m. (New York time) on the Business Day that is the
requested Funding Date) specifying (i) the amount of such Borrowing, and (ii) the requested
Funding Date, which shall be a Business Day. At Agent’s election, in lieu of delivering the
above-described written request, any Authorized Person may give Agent electronic notice of
such request by the required time. In such circumstances, Borrower agrees that any such
electronic notice will be confirmed in writing within 24 hours of the giving of such notice



43









 






and the failure to provide such written confirmation shall not affect the validity of the
request.




                    (b) Agent’s Election. Promptly after receipt of a request for a Borrowing pursuant to
Section 2.3(a), Agent shall elect, in its discretion, (i) to have the terms of
Section 2.3(c) apply to such requested Borrowing, or (ii) if the Borrowing is for an
Advance, to request Swing Lender to make a Swing Loan pursuant to the terms of Section
2.3(d) in the amount of the requested Borrowing; provided, however, that
(i) if Swing Lender declines in its sole discretion to make a Swing Loan pursuant to
Section 2.3(d), Agent shall elect to have the terms of Section 2.3(c) apply to
such requested Borrowing; and (ii) if a notice requesting a LIBOR Rate Loan has been timely
delivered per Section 2.13(b)(i), Agent shall not have the option to request Swing
Lender to make such Borrowing as a Swing Loan.




                    (c) Making of Loans.




          (i) In the event that Agent shall elect to have the terms of this Section
2.3(c) apply to a requested Borrowing as described in Section 2.3(b),
then promptly after receipt of a request for a Borrowing pursuant to Section
2.3(a), Agent shall notify the Lenders, not later than 4:00 p.m. (New York time)
on the Business Day immediately preceding the Funding Date applicable thereto, by
telecopy, telephone, or other similar form of transmission, of the requested
Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the
requested Borrowing available to Agent in immediately available funds, to Agent’s
Account, not later than 1:00 p.m. (New York time) on the Funding Date applicable
thereto. After Agent’s receipt of the proceeds of such Advances, Agent shall make
the proceeds thereof available to Borrower on the applicable Funding Date by
transferring immediately available funds equal to such proceeds received by Agent to
Borrower’s Designated Account; provided, however, that, subject to
the provisions of Section 2.3(i), Agent shall not request any Lender to
make, and no Lender shall have the obligation to make, any Advance if Agent shall
have actual knowledge that (1) one or more of the applicable conditions precedent
set forth in Section 3 will not be satisfied on the requested Funding Date
for the applicable Borrowing unless such condition has been waived, or (2) the
requested Borrowing would exceed the Availability on such Funding Date.




          (ii) Unless Agent receives notice from a Lender on or prior to the Closing Date
or, with respect to any Borrowing after the Closing Date, prior to noon (New York
time) on the date of such Borrowing, that such Lender will not make available as and
when required hereunder to Agent for the account of Borrower the amount of that
Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made
or will make such amount available to Agent in immediately available funds on the
Funding Date and Agent may



44









 






(but shall not be so required), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and
to the extent any Lender shall not have made its full amount available to Agent in
immediately available funds and Agent in such circumstances has made available to
Borrower such amount, that such Lender shall on the Business Day following such
Funding Date make such amount available to Agent, together with interest at the
Defaulting Lender Rate for each day during such period. A notice submitted by Agent
to any Lender with respect to amounts owing under this subsection shall be
conclusive, absent manifest error. If such amount is so made available, such
payment to Agent shall constitute such Lender’s Advance on the date of Borrowing for
all purposes of this Agreement. If such amount is not made available to Agent on
the Business Day following the Funding Date, Agent will notify Borrower of such
failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent
for Agent’s account, together with interest thereon for each day elapsed since
the date of such Borrowing, at a rate per annum equal to the interest rate
applicable at the time to the Advances composing such Borrowing. The failure of any
Lender to make any Advance on any Funding Date shall not relieve any other Lender of
any obligation hereunder to make an Advance on such Funding Date, but no Lender
shall be responsible for the failure of any other Lender to make the Advance to be
made by such other Lender on any Funding Date.




          (iii) Agent shall not be obligated to transfer to a Defaulting Lender any
payments made by any Credit Party to Agent for the Defaulting Lender’s benefit, and,
in the absence of such transfer to the Defaulting Lender, Agent shall transfer any
such payments to each other non-Defaulting Lender member of the Lender Group ratably
in accordance with their Commitments (but only to the extent that such Defaulting
Lender’s Advance was funded by the other members of the Lender Group) or, if so
directed by Borrower and if no Default or Event of Default had occurred and is
continuing (and to the extent such Defaulting Lender’s Advance was not funded by the
Lender Group), retain same to be re-advanced to Borrower as if such Defaulting
Lender had made Advances to Borrower. Subject to the foregoing, Agent may hold and,
in its Permitted Discretion, re-lend to Borrower for the account of such Defaulting
Lender the amount of all such payments received and retained by Agent for the
account of such Defaulting Lender. Solely for the purposes of voting or consenting
to matters with respect to the Loan Documents, such Defaulting Lender shall be
deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero.
This Section shall remain effective with respect to such Lender until (x) the
Obligations under this Agreement shall have been declared or shall have become
immediately due and payable, (y) the non-Defaulting Lenders, Agent, and the Credit
Parties shall have waived such Defaulting Lender’s default in writing, or (z) the
Defaulting Lender makes its



45









 






Pro Rata Share of the applicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The operation of
this Section shall not be construed to increase or otherwise affect the Commitment
of any Lender, to relieve or excuse the performance by such Defaulting Lender or any
other Lender of its duties and obligations hereunder, or to relieve or excuse the
performance by any Credit Party of its duties and obligations hereunder to Agent or
to the Lenders other than such Defaulting Lender. Any such failure to fund by any
Defaulting Lender shall constitute a material breach by such Defaulting Lender of
this Agreement and shall entitle Borrower at its option, upon written notice to
Agent, to arrange for a substitute Lender to assume the Commitment of such
Defaulting Lender, such substitute Lender to be acceptable to Agent. In connection
with the arrangement of such a substitute Lender, the Defaulting Lender shall have
no right to refuse to be replaced hereunder, and agrees to execute and deliver a
completed form of Assignment and Acceptance in favor of the substitute Lender (and
agrees that it shall be deemed to have executed and delivered such document if it
fails to do so) subject only to being repaid its share of the outstanding Obligations
(including an assumption of its Pro Rata Share of the Risk Participation Liability)
without any premium or penalty of any kind whatsoever; provided,
however, that any such assumption of the Commitment of such Defaulting
Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or
any Credit Party’s rights or remedies against any such Defaulting Lender arising out
of or in relation to such failure to fund.




               (d) Making of Swing Loans.




          (i) In the event Agent shall elect, with the consent of Swing Lender, as a
Lender, to have the terms of this Section 2.3(d) apply to a requested
Borrowing as described in Section 2.3(b), Swing Lender as a Lender shall
make such Advance in the amount of such Borrowing (any such Advance made solely by
Swing Lender as a Lender pursuant to this Section 2.3(d) being referred to
as a “Swing Loan” and such Advances being referred to collectively as
“Swing Loans”) available to Borrower on the Funding Date applicable thereto
by transferring immediately available funds to Borrower’s Designated Account;
provided, however, the aggregate amount of the Swing Loans at any
one time outstanding shall not exceed $35,000,000. Each Swing Loan shall be deemed
to be an Advance hereunder and shall be subject to all the terms and conditions
applicable to other Advances, except that no such Swing Loan shall be eligible to be
a LIBOR Rate Loan and all payments on any Swing Loan shall be payable to Swing
Lender as a Lender solely for its own account (and for the account of the holder of
any participation interest with respect to such Swing Loan). Subject to the
provisions of Section 2.3(i), Agent shall not request Swing Lender as a
Lender to make, and Swing Lender as a Lender shall not make, any Swing Loan if Agent
has actual knowledge



46









 






that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for
the applicable Borrowing unless such condition has been waived, or (ii) the
requested Borrowing would exceed the Availability on such Funding Date. Swing
Lender as a Lender shall not otherwise be required to determine whether the
applicable conditions precedent set forth in Section 3 have been satisfied
on the Funding Date applicable thereto prior to making, in its sole discretion, any
Swing Loan.




          (ii) The Swing Loans shall be secured by the Agent’s Liens, constitute
Obligations hereunder, and bear interest at the rate applicable from time to time to
Advances that are Base Rate Loans.




               (e) Agent Advances.




          (i) Agent hereby is authorized by Borrower and the Lenders, from time to time
in Agent’s sole discretion, (1) after the occurrence and during the
continuance of a Default or an Event of Default, or (2) at any time that any of
the other applicable conditions precedent set forth in Section 3 have not
been satisfied, to make Advances to Borrower on behalf of the Lenders in an amount
not exceeding the lesser of (x) 5% of Gross Collateral Availability and (y)
$10,000,000 that Agent, in its Permitted Discretion deems necessary or desirable (A)
to preserve or protect the Collateral, or any portion thereof, (B) to enhance the
likelihood of repayment of the Obligations, or (C) to pay any other amount
chargeable to any Credit Party pursuant to the terms of this Agreement, including
Lender Group Expenses and the costs, fees, and expenses described in Section
10 (any of the Advances described in this Section 2.3(e) shall be
referred to as “Agent Advances”); provided, however, that
(i) no Agent Advances shall be outstanding for a period exceeding thirty (30)
consecutive days and (ii) there shall be no more than two separate Agent Advances
during any twelve month period. Each Agent Advance shall be deemed to be an Advance
hereunder, except that no such Agent Advance shall be eligible to be a LIBOR Rate
Loan and all payments thereon shall be payable to Agent solely for its own account.




          (ii) The Agent Advances shall be repayable on demand, secured by the Agent’s
Liens granted to Agent under the Loan Documents, constitute Obligations hereunder,
and bear interest at the rate applicable from time to time to Advances that are Base
Rate Loans.



                    (f) Settlement. It is agreed that each Lender’s funded portion of the Advances is
intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the
outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other
Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrower)
that in order to facilitate the administration of this Agreement



47









 




and the other Loan Documents, settlement among them as to the Advances, the Swing Loans, and the Agent Advances shall take
place on a periodic basis in accordance with the following provisions:





          (i) Agent shall request settlement (“Settlement”) with the Lenders on a
weekly basis, or on a more frequent basis if so determined by Agent, (1) on behalf
of Swing Lender, with respect to each outstanding Swing Loan, (2) for itself, with
respect to each Agent Advance, and (3) with respect to any Credit Party’s
Collections received by Agent, as to each by notifying the Lenders by telecopy,
telephone, or other similar form of transmission, of such requested Settlement, no
later than 2:00 p.m. (New York time) on the Business Day immediately prior to the
date of such requested Settlement (the date of such requested Settlement being the
“Settlement Date”). Such notice of a Settlement Date shall include a
summary statement of the amount of outstanding Advances, Swing Loans, and Agent
Advances for the period since the prior Settlement Date. Subject to the terms and
conditions contained herein (including Section 2.3(c)(iii)): (y) if a
Lender’s balance of the Advances (including Swing Loans and Agent Advances) exceeds such Lender’s Pro
Rata Share of the Advances (including Swing Loans and Agent Advances) as of a
Settlement Date, then Agent shall, by no later than 3:00 p.m. (New York time) on the
Settlement Date, transfer in immediately available funds to a Deposit Account of
such Lender (as such Lender may designate), an amount such that each such Lender
shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata
Share of the Advances (including Swing Loans and Agent Advances), and (z) if a
Lender’s balance of the Advances (including Swing Loans and Agent Advances) is less
than such Lender’s Pro Rata Share of the Advances (including Swing Loans and Agent
Advances) as of a Settlement Date, such Lender shall no later than 2:00 p.m. (New
York time) on the Settlement Date transfer in immediately available funds to the
Agent’s Account, an amount such that each such Lender shall, upon transfer of such
amount, have as of the Settlement Date, its Pro Rata Share of the Advances
(including Swing Loans and Agent Advances). Such amounts made available to Agent
under clause (z) of the immediately preceding sentence shall be applied against the
amounts of the applicable Swing Loans or Agent Advances and, together with the
portion of such Swing Loans or Agent Advances representing Swing Lender’s Pro Rata
Share thereof, shall constitute Advances of such Lenders. If any such amount is not
made available to Agent by any Lender on the Settlement Date applicable thereto to
the extent required by the terms hereof, Agent shall be entitled to recover for its
account such amount on demand from such Lender together with interest thereon at the
Defaulting Lender Rate.




          (ii) In determining whether a Lender’s balance of the Advances, Swing Loans,
and Agent Advances is less than, equal to, or greater than such



48









 






Lender’s Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date,
Agent shall, as part of the relevant Settlement, apply to such balance the portion
of payments actually received in good funds by Agent with respect to principal,
interest, fees payable any Credit Party and allocable to the Lenders hereunder, and
proceeds of the Collateral. To the extent that a net amount is owed to any such
Lender after such application, such net amount shall be distributed by Agent to that
Lender as part of such next Settlement.




          (iii) Between Settlement Dates, Agent, to the extent no Agent Advances or Swing
Loans are outstanding, may pay over to Swing Lender any payments received by Agent,
that in accordance with the terms of this Agreement would be applied to the
reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the
Advances. If, as of any Settlement Date, Collections of any Credit Party received
since the then immediately preceding Settlement Date have been applied to Swing
Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for
in the previous sentence, Swing Lender shall pay to Agent for the accounts of the
Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding
Advances of such Lenders, an amount such that each Lender shall, upon receipt of
such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances.
During the period between Settlement Dates, Swing Lender with respect to Swing
Loans, Agent with respect to Agent Advances, and each Lender (subject to the effect
of letter agreements between Agent and individual Lenders) with respect to the
Advances other than Swing Loans and Agent Advances, shall be entitled to interest at
the applicable rate or rates payable under this Agreement on the daily amount of
funds employed by Swing Lender, Agent, or the Lenders, as applicable.



               (g) Notation. Agent shall record on its books the principal amount of the Advances owing
to each Lender, including the Swing Loans owing to Swing Lender, and Agent Advances owing to
Agent, and the interests therein of each Lender, from time to time and such records shall,
absent manifest error, conclusively be presumed to be correct and accurate. In addition, each
Lender is authorized, at such Lender’s option, to note the date and amount of each payment or
prepayment of principal of such Lender’s Advances in its books and records, including computer
records.



               (h) Lenders’ Failure to Perform. All Advances (other than Swing Loans and Agent
Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata
Shares. It is understood that (i) no Lender shall be responsible for any failure by any other
Lender to



49









 





perform its obligation to make any Advance (or other extension of credit) hereunder,
nor shall any Commitment of any Lender be increased or decreased as a result of any failure by
any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to
perform its obligations hereunder shall excuse any other Lender from its obligations
hereunder.


2.4 Payments.





               (a) Payments by Borrower.




               (i) Except as otherwise expressly provided herein, all payments by Borrower
shall be made to Agent’s Account for the account of the Lender Group and shall be
made in immediately available funds, no later than 2:00 p.m. (New York time) on the
date specified herein. Any payment received by Agent later than 2:00 p.m. (New York
time) shall be deemed to have been received on the following Business Day and any
applicable interest or fee shall continue to accrue until such following Business
Day.




               (ii) Unless Agent receives notice from Borrower prior to the date on which any
payment is due to the Lenders that Borrower will not make such payment in full as
and when required, Agent may assume that Borrower has made (or will make) such
payment in full to Agent on such date in immediately available funds and Agent may
(but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an
amount equal to the amount then due such Lender. If and to the extent Borrower does
not make such payment in full to Agent on the date when due, each Lender severally
shall repay to Agent on demand such amount distributed to such Lender, together with
interest thereon at the Defaulting Lender Rate for each day from the date such
amount is distributed to such Lender until the date repaid.




               (b) Apportionment and Application of Payments.




     (i) Except as otherwise provided with respect to Defaulting Lenders and except
as otherwise provided in the Loan Documents (including letter agreements between
Agent, individual Lenders and Borrower), aggregate principal and interest payments
shall be apportioned ratably among the Lenders (according to the unpaid principal
balance of the Obligations to which such payments relate held by each Lender) and
payments of fees and expenses (other than fees or expenses that are for Agent’s
separate account, after giving effect to any letter agreements between Agent and
individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata
Share of the type of Commitment or Obligation to which a particular fee relates.
All payments shall be remitted to Agent and all such payments, and all proceeds of
the Collateral received by Agent, shall be applied as follows:




          (A) first, to pay any Lender Group Expenses then due to Agent
under the Loan Documents, until paid in full,




50











 






     (B) second, to pay any Lender Group Expenses then due to the
Lenders under the Loan Documents, on a ratable basis, until paid in full,




     (C) third, to pay any fees then due to Agent (for its separate
account, after giving effect to any letter agreements between Agent and
individual Lenders) under the Loan Documents until paid in full,




     (D) fourth, to pay any fees then due to any or all of the
Lenders (after giving effect to any letter agreements between Agent and
individual Lenders) under the Loan Documents, on a ratable basis, until paid
in full,




     (E) fifth, to pay interest due in respect of all Agent Advances
until paid in full,




     (F) sixth, ratably to pay interest due in respect of the
Advances (other than Agent Advances) and the Swing Loans, until paid in
full,




     (G) seventh, to pay the principal of all Agent Advances until
paid in full,




     (H) eighth, to pay the principal of all Swing Loans until paid
in full,




     (I) ninth, so long as no Event of Default has occurred and is
continuing, to pay the principal of all Advances until paid in full,




     (J) tenth, if an Event of Default has occurred and is
continuing, ratably (i) to pay the principal of all Advances until paid in
full and (ii)to Agent, to be held by Agent, for the ratable benefit of
Issuing Lender and those Lenders having a Revolver Commitment, as cash
collateral an amount up to 105% of the then extant Letter of Credit Usage
until paid in full,




     (K) eleventh, if an Event of Default has occurred and is
continuing, to pay any other Obligations (including, without limitation,
Banking Services Obligations), and




     (L) twelfth, to Borrower (to be wired to the Designated
Account) or such other Person entitled thereto under applicable law.




     (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable
wire instructions received from each Lender in writing, such funds as it may be
entitled to receive, subject to a Settlement delay as provided in Section
2.3(f).



51









 





     (iii) In each instance, so long as no Event of Default has occurred and is
continuing, this Section 2.4(b) shall not be deemed to apply to any payment
by Borrower specified by Borrower to be for the payment of specific
Obligations then due and payable (or prepayable) under any provision of this
Agreement.




     (iv) For purposes of the foregoing, “paid in full” means payment of all amounts
owing under the Loan Documents according to the terms thereof, including loan fees,
service fees, professional fees, interest (and specifically including interest
accrued after the commencement of any Insolvency Proceeding), default interest,
interest on interest, and expense reimbursements, whether or not any of the
foregoing would be or is allowed or disallowed in whole or in part in any Insolvency
Proceeding.




     (v) In the event of a direct conflict between the priority provisions of this
Section 2.4 and other provisions contained in any other Loan Document, it is
the intention of the parties hereto that such priority provisions in such documents
shall be read together and construed, to the fullest extent possible, to be in
concert with each other. In the event of any actual, irreconcilable conflict that
cannot be resolved as aforesaid, the terms and provisions of this Section
2.4 shall control and govern.




               (c) Mandatory Prepayment. At any time that a Default shall have occurred and be
continuing hereunder, the Borrower shall promptly prepay the Loans with all proceeds arising
from the sale or other realization upon the ABL Facility Primary Collateral (as such term is
defined in the Intercreditor Agreement).



     2.5 Overadvances. If, at any time or for any reason, the amount of Obligations owed
by the Credit Parties to the Lender Group pursuant to Section 2.1 or Section 2.12 is greater than
either the Dollar or percentage limitations set forth in Section 2.1 or Section 2.12, as applicable
(an “Overadvance”), Borrower shall within three (3) Business Days pay to Agent, in cash, the amount
of such excess, which amount shall be used by Agent to reduce the Obligations in accordance with
the priorities set forth in Section 2.4(b). In addition, Borrower hereby promises to pay the
Obligations (including principal, interest, fees, costs, and expenses) in Dollars in full as and
when due and payable under the terms of this Agreement and the other Loan Documents.



     2.6 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.




               (a) Interest Rates. Except as provided in clause (c) below, all Obligations (except for
undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms
hereof shall bear interest on the Daily Balance thereof as follows (i) if the relevant
Obligation is an Advance that is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR
Rate plus the Applicable Margin for LIBOR Rate



52









 






Loans and (ii) otherwise, at a per annum rate
equal to the Base Rate plus the Applicable Margin for Base Rate Loans.




               (b) Letter of Credit Fees. Borrower shall pay Agent (for the ratable benefit of the
Lenders), Letter of Credit fees (in addition to the charges,




commissions, fees, and costs set forth in Section 2.12(e)) (i) with respect to
standby Letters of Credit, which shall accrue at a rate equal to the Applicable Margin then in
effect for standby Letters of Credit times the Daily Balance of the undrawn amount of all such
outstanding standby Letters of Credit, and (ii) with respect to documentary Letters of Credit,
which shall accrue at a rate equal to the Applicable Margin then in effect for documentary
Letters of Credit times the Daily Balance of the undrawn amount of all such outstanding
documentary Letters of Credit.




               (c) Default Rate. Upon the occurrence and during the continuation of an Event of Default
(and at the election of Agent or the Required Lenders),




     (i) all Obligations (except for undrawn Letters of Credit) that have
been charged to the Loan Account pursuant to the terms hereof shall bear
interest on the Daily Balance thereof at a per annum rate equal to 2
percentage points above the per annum rate otherwise applicable hereunder,
and




     (ii) the Letter of Credit fee provided for above shall be increased to
2 percentage points above the per annum rate otherwise applicable hereunder.




               (d) Payment. Except as provided to the contrary in Section 2.13(a), interest,
Letter of Credit fees, and all other fees payable hereunder shall be due and payable, in
arrears, on the first day of each month at any time that Obligations or Commitments are
outstanding. Borrower hereby authorizes Agent, from time to time without prior notice to
Borrower, to charge such interest and fees, all Lender Group Expenses (as and when incurred),
the charges, commissions, fees, and costs provided for in Section 2.12(e) (as and when
accrued or incurred), the fees and costs provided for in Section 2.11 (as and when
accrued or incurred), and all other payments as and when due and payable with respect to the
Obligations to Borrower’s Loan Account, which amounts thereafter shall constitute Advances
hereunder and shall accrue interest at the rate then applicable to Advances hereunder. Any
interest not paid when due shall be compounded by being charged to Borrower’s Loan Account and
shall thereafter constitute Advances hereunder and shall accrue interest at the rate then
applicable to Advances that are Base Rate Loans hereunder.




               (e) Computation. All interest and fees chargeable under the Loan Documents shall be
computed on the basis of a 360 day year for the actual number of days elapsed. In the event
the Base Rate is changed from time to time



53









 







hereafter, the rates of interest hereunder based
upon the Base Rate automatically and immediately shall be increased or decreased by an amount
equal to such change in the Base Rate.




               (f) Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate
or rates payable under this Agreement, plus any other
amounts paid in connection herewith, exceed the highest rate permissible under any law
that a court of competent jurisdiction shall, in a final determination, deem applicable.
Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to
agree upon the rate or rates of interest and manner of payment stated within it;
provided, however, that, anything contained herein to the contrary
notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum
allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower
is and shall be liable only for the payment of such maximum as allowed by law, and payment
received from Borrower in excess of such legal maximum, whenever received, shall be applied to
reduce the principal balance of the Obligations to the extent of such excess.



     2.7 Cash Management.



          (a) Each Credit Party shall establish and maintain cash management services of a
type and on terms satisfactory to Agent at one or more of the banks set forth on Schedule
5.17 (each, a “Cash Management Bank”), and, in connection therewith, establish and
maintain at such Cash Management Banks pursuant to the terms hereof one or more accounts designated
(either in Schedule 5.17 or pursuant to Section 2.7(h)) as concentration accounts
(the “Concentration Accounts”) and additional accounts designated (either in Schedule
5.17 or pursuant to Section 2.7(h)) as (i) consolidated store deposit accounts (the
“Consolidated Store Deposit Accounts”), (ii) individual store deposit accounts (the
“Individual Store Accounts”) and (iii) the home office deposit account (the “Home
Office Account” and together with the Concentration Accounts, the Consolidated Store Deposit
Accounts and the Individual Store Accounts, the “Cash Management Accounts”).




          (b) Except as otherwise specifically permitted in this Section 2.7, each
Credit Party shall (1) request in writing and otherwise take such reasonable steps to ensure that
all of its Account Debtors forward payment of the amounts owed by them directly to a Cash
Management Bank for deposit into a Concentration Account, (2) deposit or cause to be deposited
promptly, and in any event no later than the first Business Day after the date of receipt thereof
(and subject to Section 2.7(g) with respect to payments from Credit Card Processors), all
such available Collections from Account Debtors (including those sent directly to a Cash Management
Bank) into a Concentration Account, and (3) deposit or cause to be deposited promptly, and in any
event no later than the first Business Day after the date of receipt thereof, all other available
Collections (including cash, checks, drafts and all other forms of daily store receipts or other
similar items of payment) received by or otherwise under its control into a Cash Management Account
provided, so long as no Triggering Period shall have occurred and be continuing, (i) the
Credit Parties may maintain Collections in



54









 






other Deposit Accounts as permitted under this Section
2.7, and (ii) the Agent shall permit all funds in any Concentration Account to be forwarded, by
daily sweeps, to the Designated Account. For purposes of clarification, funds that need not be
swept to the extent specifically provided in this Section 2.7 and after funds are swept
pursuant to any provision of this Section 2.7 to the Designated Account, they may be used
by the Borrower for its general corporate purposes.




          (c) Each Credit Party further agrees to cause each of its stores which utilize a
Consolidated Store Deposit Account to cause all Collections for such store to be deposited into a
Consolidated Store Deposit Account and each Credit Party agrees that with respect to each
Consolidated Store Deposit Account, it shall, at all times require each applicable Cash Management
Bank to forward, by automatic periodic transfers on a daily basis, if practicable, and otherwise,
once every three (3) Business Days, all available amounts in each such Consolidated Store Deposit
Account into a Concentration Account; provided, (i) immediately after giving effect to each
such transfer from any Consolidated Store Deposit Account into a Concentration Account, each Credit
Party may maintain an amount not to exceed (x) $50,000 of available funds in any such Consolidated
Store Deposit Account and (y) $5,000,000 in available funds in the aggregate in all such
Consolidated Store Deposit Accounts, (ii) so long as no Triggering Period shall have occurred and
be continuing, Agent shall permit all funds in any Concentration Account to be forwarded, by daily
sweeps, to the Designated Account.




          (d) Each Credit Party further agrees that with respect to each store which
utilizes an Individual Store Account, such store shall cause all Collections for such store to be
deposited into such Individual Store Account and each Credit Party agrees that with respect to each
Individual Store Account it shall, at all times require each applicable Cash Management Bank to
forward, by automatic periodic transfers on a regular basis, but in no event less frequently than
once in any ten (10) day period, all available amounts in each such Individual Store Account into a
Concentration Account; provided, however, that (i) such automatic transfers of
funds therein shall be required only at any time the available balance thereof should exceed
$5,000, (ii) immediately after giving effect to each such transfer from such Individual Store
Account into a Concentration Account, the Credit Parties may maintain an available amount not to
exceed $5,000 in such Individual Store Account, and (iii) so long as no Triggering Period shall
have occurred and be continuing, Agent shall permit all funds in any Concentration Account to be
forwarded, by daily sweeps, to the Designated Account.




          (e) Each Credit Party further agrees that with respect to the Home Office Account,
it shall, at all times require the applicable Cash Management Bank to forward, by automatic
periodic transfers on a regular basis, but in no event less frequently than once in any ten (10)
day period, all available amounts in the Home Office Account into (either directly or indirectly) a
Concentration Account or another account under the control of WFRF or any of its Affiliates;
provided, however, that (x) such automatic transfers of funds therein shall be
required only at any time the available balance thereof should exceed $100,000, (y) immediately
after giving effect to each such transfer from the Home Office



55









 






Account into a Concentration Account
or such other account under the control of WFRF or any of its Affiliates, the Credit Parties may
maintain an available amount not to exceed $100,000 in such Home Office Account, and (z) so long as
no Triggering Period shall have occurred and be continuing, Agent shall permit all funds in any
Concentration Account to be forwarded, by daily sweeps, to the Designated Account.




          (f) Each Credit Party further agrees that with respect to the Group Concentration
Account, it shall, at all times require the applicable Cash Management Bank to
forward, by automatic periodic transfers on a daily basis, all available amounts in the Group
Concentration Account into (either directly or indirectly) a Concentration Account;
provided, however, that (x) such automatic transfers of funds therein shall be
required only at any time the available balance thereof should exceed $5,000,000, (y) immediately
after giving effect to each such transfer from the Group Concentration Account into a Concentration
Account, the Credit Parties may maintain an available amount not to exceed $5,000,000 in such Group
Concentration Account, and (z) so long as no Triggering Period shall have occurred and be
continuing, Agent shall permit all funds in any Concentration Account to be forwarded, by daily
sweeps, to the Designated Account.




          (g) With respect to each Concentration Account, each Cash Management Bank shall
establish and maintain Cash Management Agreements with Agent and the applicable Credit Party, in
form and substance acceptable to Agent in its Permitted Discretion; provided;
however, that, with respect to Consolidated Store Deposit Accounts, Individual Store
Accounts and the Home Office Account no Credit Party shall be obligated to establish a Cash
Management Agreement. Each Cash Management Agreement shall provide, among other things, that (i)
all items of payment deposited in such Concentration Account and proceeds thereof are subject to
the control of Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any
other claim against the applicable Concentration Account other than for payment of its service fees
and other charges directly related to the administration of such Concentration Account and for
returned checks or other items of payment, and (iii) from and after the date that it receives
written notification from Agent (a “Control Exercise Notice”), it immediately will forward
by daily sweep all amounts in the applicable Concentration Account to the Agent’s Account or as
otherwise directed by Agent to prepay the Obligations in such order as set forth in Section
2.4(b); provided, that any such prepayments of the Loans pursuant to this Section
2.7(f) may be reborrowed subject to Section 3.3. Anything contained herein or in any
other Loan Document to the contrary notwithstanding, Agent agrees that it shall not provide a
Control Exercise Notice to the Cash Management Banks except during a Triggering Period. At any
time during a Triggering Period but only during a Triggering Period, Agent shall be free to
exercise its right to issue a Control Exercise Notice. Agent shall deliver to Borrower and the
applicable Credit Party a copy of any such Control Exercise Notice promptly after delivery thereof
to the applicable Cash Management Bank; provided, however that a non-willful
failure to so do shall not affect the validity of any such Control Exercise Notice or otherwise
limit Agent’s right to send any other Control Exercise Notice. Upon the subsequent termination of
such Triggering Period, Agent shall withdraw such Control Exercise Notice and permit funds to be



56









 






transferred as set forth above, including permitting each Credit Party access to funds in any
Concentration Account (and daily sweeps thereof into any Designated Account), but subject in all
events to the right of Agent to deliver a Control Exercise Notice during any subsequent Triggering
Period.




          (h) Each Credit Party may establish and maintain Credit Card Agreements with Agent
and each Credit Card Processor. Each such Credit Card Agreement shall provide, among other things,
that each such Credit Card Processor shall transfer all proceeds of credit card charges for sales
by each Credit Party received by it (or other amounts payable
by such Credit Card Processor) into a designated Concentration Account on a daily basis or
such other periodic basis as Agent may otherwise direct. No Credit Party shall change any
direction or designation set forth in the Credit Card Agreements regarding payment of charges
without the prior written consent of Agent.




          (i) So long as no Event of Default has occurred and is continuing, Borrower may
amend Schedule 5.17 to add or replace a Cash Management Bank or Cash Management Account;
provided, however, that in the case of any Concentration Account, (i) such
prospective Cash Management Bank shall be reasonably satisfactory to Agent and Agent shall have
consented in writing in advance to the opening of such Concentration Account with the prospective
Cash Management Bank (which consent shall not be required with respect to any additional
Concentration Account at an existing Cash Management Bank and otherwise shall not be unreasonably
withheld), and (ii) prior to the time of the opening of any Concentration Account, the applicable
Credit Party and such prospective Cash Management Bank shall have executed and delivered to Agent a
Cash Management Agreement. Each Credit Party shall close any of its Concentration Accounts (and
establish replacement cash management accounts in accordance with the foregoing sentence) promptly
and in any event within 45 days of notice from Agent (or such longer period as such Credit Party
and Agent may agree) that the creditworthiness of any Cash Management Bank is no longer acceptable
in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of
notice from Agent (or such longer period as such Credit Party and Agent may agree) that the
operating performance, funds transfer, or availability procedures or performance of the Cash
Management Bank with respect to Concentration Accounts or Agent’s liability under any Cash
Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable
judgment.




          The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and
similar items of payment in such accounts securing payment of the Obligations, and in which each
Credit Party hereby grants a Lien to Agent.



     2.8 Crediting Payments. The receipt of any payment item by Agent (whether from
transfers to Agent by the Cash Management Banks pursuant to the Cash Management Agreements or
otherwise) shall not be considered a payment on account unless such payment item is a wire transfer
of immediately available funds made to the Agent’s Account or unless and until such payment item is
honored when presented for payment. Should any payment



57









 







item not be honored when presented for
payment, then the applicable Credit Party shall be deemed not to have made such payment and
interest shall be calculated accordingly. Anything to the contrary contained herein
notwithstanding, any payment item shall be deemed received by Agent only if it is received into the
Agent’s Account on a Business Day on or before 2:00 p.m. (New York time). If any payment item is
received into the Agent’s Account on a non-Business Day or after 2:00 p.m. (New York time) on a
Business Day, it shall be deemed to have been received by Agent as of the opening of business on
the immediately following Business Day.



     2.9 Designated Account. Agent is authorized to make the Advances, and Issuing Lender
is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other
instructions received from anyone purporting to be an Authorized Person or, without instructions,
if pursuant to Section 2.6(d). Borrower agrees to establish and maintain the Designated Account
with the Designated Account Bank for the purpose of receiving the proceeds of the Advances
requested by Borrower and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent
and Borrower, any Advance, Agent Advance, or Swing Loan requested by Borrower and made by Agent or
the Lenders hereunder shall be made to the Designated Account.



     2.10 Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an
account on its books in the name of Borrower (the “Loan Account”) on which Borrower will be charged
with all Advances (including Agent Advances and Swing Loans) made by Agent, Swing Lender, or the
Lenders to Borrower or for Borrower’s account, the Letters of Credit issued by Issuing Lender for
Borrower’s account, and with all other payment Obligations hereunder or under the other Loan
Documents, including, accrued interest, fees and expenses, and Lender Group Expenses. In
accordance with Section 2.8, the Loan Account will be credited with all payments received by Agent
from Borrower or for Borrower’s account, including all amounts received in the Agent’s Account from
any Cash Management Bank. Agent shall render statements regarding the Loan Account to Borrower,
including principal, interest, fees, and including an itemization of all charges and expenses
constituting Lender Group Expenses owing, and such statements, absent manifest error, shall be
conclusively presumed to be correct and accurate and constitute an account stated between Borrower
and the Lender Group unless, within 30 days after receipt thereof by Borrower, Borrower shall
deliver to Agent written objection thereto describing the error or errors contained in any such
statements.



     2.11 Fees. Borrower shall pay to Agent the following fees and charges, which fees and
charges shall be non-refundable when paid (irrespective of whether this Agreement is terminated
thereafter) and shall be apportioned among the Lenders in accordance with the terms of letter
agreements between Agent and individual Lenders:




          (a) Unused Line Fee. On the first day of each month during the term of this Agreement,
an unused line fee in an amount equal to 0.25% per annum times the result of (i) the Maximum
Revolver Amount, less (ii) the sum of (A) the



58









 







average Daily Balance of Advances that were
outstanding during the immediately preceding month, plus (B) the average Daily Balance of the
Letter of Credit Usage during the immediately preceding month,




          (b) Fee Letter Fees. As and when due and payable under the terms of the Fee Letter, the
fees set forth in the Fee Letter.



     2.12 Letters of Credit.




          (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to
issue letters of credit for the account of Borrower (each, an
“L/C”) or to purchase participations or execute indemnities or reimbursement
obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of
credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying
Issuer is to be Wells Fargo) for the account of Borrower. To request the issuance of an L/C
or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C
Undertaking), Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing Lender) to the
Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment,
renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or
identifying the L/C or L/C Undertaking to be amended, renewed, or extended, specifying the
date of issuance, amendment, renewal, or extension (which shall be a Business Day), the date
on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking,
the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter
of Credit, as applicable), and such other information as shall be necessary to prepare, amend,
renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrower
also shall be an applicant under the application with respect to any Underlying Letter of
Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no
obligation to issue a Letter of Credit if any of the following would result after giving
effect to the issuance of such requested Letter of Credit:




     (i) the Letter of Credit Usage would exceed the Borrowing Base less the then
extant amount of outstanding Advances, or




     (ii) the Letter of Credit Usage would exceed $200,000,000, or




     (iii) the Letter of Credit Usage would exceed the Maximum Revolver Amount less
the then extant amount of outstanding Advances.



               Borrower and the Lender Group acknowledge and agree that certain Underlying Letters of Credit
may be issued to support letters of credit that already are outstanding as of the Closing Date.
Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and
substance acceptable to the Issuing Lender (in the exercise of its Permitted Discretion), including
the requirement that the amounts payable



59









 







thereunder must be payable in Dollars. If Issuing Lender
is obligated to advance funds under a Letter of Credit, Borrower immediately shall reimburse such
L/C Disbursement to Issuing Lender by paying to Agent an amount equal to such L/C Disbursement not
later than 2:00 p.m., New York time, on the date that such L/C Disbursement is made, if Borrower
shall have received written or telephonic notice of such L/C Disbursement prior to 1:00 p.m., New
York time, on such date, or, if such notice has not been received by Borrower prior to such time on
such date, then not later than 2:00 p.m., New York time, on the Business Day that Borrower receives
such notice, if such notice is received prior to 1:00 p.m., New York time, on the date of receipt,
and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall
be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then
applicable to Advances that are Base Rate Loans under
Section 2.6. To the extent an L/C Disbursement is deemed to be an Advance hereunder,
Borrower’s obligation to reimburse such L/C Disbursement shall be discharged and replaced by the
resulting Advance. Promptly following receipt by Agent of any payment from Borrower pursuant to
this paragraph, Agent shall distribute such payment to the Issuing Lender or, to the extent that
Lenders have made payments pursuant to Section 2.12(c) to reimburse the Issuing Lender,
then to such Lenders and the Issuing Lender as their interests may appear.




               (b) Promptly following receipt of a notice of L/C Disbursement pursuant to Section
2.12(a), each Lender with a Revolver Commitment agrees to fund its Pro Rata Share of any
Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as
if Borrower had requested such Advance and Agent shall promptly pay to Issuing Lender the
amounts so received by it from the Lenders. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any further action
on the part of the Issuing Lender or the Lenders with Revolver Commitments, the Issuing Lender
shall be deemed to have granted to each Lender with a Revolver Commitment, and each Lender
with a Revolver Commitment shall be deemed to have purchased, a participation in each Letter
of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of
such Letter of Credit, and each such Lender agrees to pay to Agent, for the account of the
Issuing Lender, such Lender’s Pro Rata Share of any payments made by the Issuing Lender under
such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with
a Revolver Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the
account of the Issuing Lender, such Lender’s Pro Rata Share of each L/C Disbursement made by
the Issuing Lender and not reimbursed by Borrower on the date due as provided in clause (a) of
this Section, or of any reimbursement payment required to be refunded to Borrower for any
reason. Each Lender with a Revolver Commitment acknowledges and agrees that its obligation to
deliver to Agent, for the account of the Issuing Lender, an amount equal to its respective Pro
Rata Share of each L/C Disbursement made by the Issuing Lender pursuant to this Section
2.12(b) shall be absolute and unconditional and such remittance shall be made
notwithstanding the occurrence or continuation of an Event of Default or Default or the
failure to satisfy any condition set forth in Section 3 hereof. If any such



60









 







Lender
fails to make available to Agent the amount of such Lender’s Pro Rata Share of each L/C
Disbursement made by the Issuing Lender in respect of such Letter of Credit as provided in
this Section, such Lender shall be deemed to be a Defaulting Lender and Agent (for the account
of the Issuing Lender) shall be entitled to recover such amount on demand from such Lender
together with interest thereon at the Defaulting Lender Rate until paid in full.




               (c) Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless
from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the
Lender Group arising out of or in connection with any Letter of Credit; provided,
however, that Borrower shall not be obligated hereunder to indemnify for any loss,
cost, expense, or liability to the extent that it is caused by the
gross negligence or willful misconduct of the Issuing Lender or any other member of the
Lender Group. Borrower agrees to be bound by the Underlying Issuer’s regulations and
interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of
any L/C issued by Issuing Lender to or for Borrower’s account, even though this interpretation
may be different from Borrower’s own, and Borrower understands and agrees that no member of
the Lender Group shall be liable for any error, negligence, or mistake, whether of omission or
commission (except, as to any member of the Lender Group, to the extent caused by its gross
negligence or willful misconduct), in following Borrower’s instructions or those contained in
the Letter of Credit or any modifications, amendments, or supplements thereto. Borrower
understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying
Issuer for certain costs or liabilities arising out of claims by Borrower against such
Underlying Issuer. Borrower hereby agrees to indemnify, save, defend, and hold the Lender
Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees),
or liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender
Group’s indemnification of any Underlying Issuer; provided, however, that
Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or
liability to the extent that it is caused by the gross negligence or willful misconduct of the
Issuing Lender or any other member of the Lender Group.




               (d) Borrower hereby authorizes and directs any Underlying Issuer to deliver to the
Issuing Lender all instruments, documents, and other writings and property received by such
Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the
Issuing Lender’s instructions with respect to all matters arising in connection with such
Underlying Letter of Credit and the related application.




               (e) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender
relating to Underlying Letters of Credit shall be Lender Group Expenses for purposes of this
Agreement and immediately shall be reimbursable by Borrower to Agent for the account of the
Issuing Lender; it being acknowledged and



61









 







agreed by Borrower that the Underlying Issuer also
imposes a schedule of charges for amendments, extensions, drawings, and renewals.




               (f) If by reason of (i) any change after the Closing Date in any applicable law, treaty,
rule, or regulation or any change in the interpretation or application thereof by any
Governmental Authority, or (ii) compliance by the Underlying Issuer or the Lender Group with
any direction, request, or requirement (irrespective of whether having the force of law) of
any Governmental Authority or monetary authority including, Regulation D of the Federal
Reserve Board as from time to time in effect (and any successor thereto):




     (i) any reserve, deposit, or similar requirement is or shall be imposed or
modified in respect of any Letter of Credit issued hereunder, or




     (ii) there shall be imposed on the Underlying Issuer or the Lender Group any
other condition regarding any Underlying Letter of Credit or any Letter of Credit
issued pursuant hereto,


and the result of the foregoing is to increase, directly or indirectly, the cost to the Lender
Group of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount
receivable in respect thereof by the Lender Group, then, and in any such case, Agent may, at any
time within a reasonable period after the additional cost is incurred or the amount received is
reduced, notify Borrower, and Borrower shall pay on demand such amounts as Agent may specify to be
necessary to compensate the Lender Group for such additional cost or reduced receipt, together with
interest on such amount from the date of such demand until payment in full thereof at the rate then
applicable to Base Rate Loans hereunder. The determination by Agent of any amount due pursuant to
this Section, as set forth in a certificate setting forth the calculation thereof in reasonable
detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and
binding on all of the parties hereto.




          (g) Borrower acknowledges and agrees that certain of the Qualified Import Letters of Credit
may provide for the presentation of time drafts to the Underlying Issuer. If an Underlying Issuer
accepts such a time draft that is presented under an Underlying Letter of Credit, it is
acknowledged and agreed that (i) the Letter of Credit will require the Issuing Lender to reimburse
the Underlying Issuer for amounts paid on account of such time draft on or after the maturity date
thereof, (ii) the pricing provisions hereof (including Sections 2.6(b) and 2.12(e))
shall continue to apply, until payment of such time draft on or after the maturity date thereof, as
if the Underlying Letter of Credit were still outstanding, and (iii) on the date on which Issuing
Lender makes payment to the Underlying Issuer of the amounts paid on account of such time draft,
Borrower immediately shall reimburse such amount to Issuing Lender and such amount shall constitute
an L/C Disbursement hereunder.




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     2.13 LIBOR Option.




                    (a) Interest and Interest Payment Dates. In lieu of having interest charged at the rate
based upon the Base Rate, Borrower shall have the option (the “LIBOR Option”) to have
interest on all or a portion of the Advances be charged at a rate of interest based upon the
LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day
of the Interest Period applicable thereto, (ii) the date that is one month after the
commencement of the applicable Interest Period, (iii) the occurrence of an Event of Default in
consequence of which the Required Lenders or Agent on behalf thereof elect to accelerate the
maturity of all or any portion of the Obligations, or (iv) termination of this Agreement
pursuant to the terms hereof. On the last day of each applicable Interest Period in respect
of a LIBOR Rate Loan, unless Borrower properly has exercised the LIBOR Option with respect
thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to
the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any
time that an Event of Default has occurred and is continuing, Borrower no longer shall have
the option to request that Advances bear interest at the LIBOR Rate and Agent shall have
the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then
applicable to Base Rate Loans hereunder.



                    (b) LIBOR Election.




     (i) Borrower may, at any time and from time to time, so long as no Event of
Default has occurred and is continuing, elect to exercise the LIBOR Option by
notifying Agent prior to 2:00 p.m. (New York time) at least 3 Business Days prior to
the commencement of the proposed Interest Period (the “LIBOR Deadline”).
Notice of Borrower’s election of the LIBOR Option for a permitted portion of the
Advances and an Interest Period pursuant to this Section shall be made by delivery
to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by
telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by
delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. (New York
time) on the same day). Promptly upon its receipt of each such LIBOR Notice, Agent
shall provide a copy thereof to each of the Lenders having a Revolver Commitment.




     (ii) Each LIBOR Notice shall be irrevocable and binding on Borrower. In
connection with each LIBOR Rate Loan, Borrower shall indemnify, defend, and hold
Agent and the Lenders harmless against any loss, cost, or expense incurred by Agent
or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan
other than on the last day of an Interest Period applicable thereto (including as a
result of an Event of Default), (b) the conversion of any LIBOR Rate Loan other than
on the last day of the Interest Period applicable thereto, or (c) the failure to
borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any
LIBOR



63









 







Notice delivered pursuant hereto (such losses, costs, and expenses,
collectively, “Funding Losses”). Funding Losses shall, with respect to
Agent or any Lender, be deemed to equal the amount determined by Agent or such
Lender to be the excess, if any, of (i) the amount of interest that would have
accrued on the principal amount of such LIBOR Rate Loan had such event not occurred,
at the LIBOR Rate that would have been applicable thereto, for the period from the
date of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert, or continue, for the period that would
have been the Interest Period therefor), minus (ii) the amount of interest that
would accrue on such principal amount for such period at the interest rate which
Agent or such Lender would be offered were it to be offered, at the commencement of
such period, Dollar deposits of a comparable amount and period in the London
interbank market. A certificate of Agent or a Lender delivered to Borrower setting
forth any amount or amounts that Agent or such Lender is entitled to receive
pursuant to this Section 2.13 shall be conclusive absent manifest error.




     (iii) Borrower shall have not more than 15 LIBOR Rate Loans in effect at any
given time. Borrower only may exercise the LIBOR Option for LIBOR Rate Loans of at
least $1,000,000 and integral multiples of $500,000 in excess thereof.



                    (c) Prepayments. Borrower may prepay LIBOR Rate Loans at any time; provided,
however, that in the event that LIBOR Rate Loans are prepaid on any date that is not
the last day of the Interest Period applicable thereto, including as a result of any automatic
prepayment through the required application by Agent of proceeds of each Credit Party’s
Collections in accordance with Section 2.4(b) or for any other reason, including early
termination of the term of this Agreement or acceleration of all or any portion of the
Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and hold Agent and
the Lenders and their Participants harmless against any and all Funding Losses in accordance
with clause (b)(ii) above.



                    (d) Special Provisions Applicable to LIBOR Rate.




     (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a
prospective basis to take into account any additional or increased costs to such
Lender of maintaining or obtaining any eurodollar deposits or increased costs due to
changes in applicable law occurring subsequent to the commencement of the then
applicable Interest Period, including changes in tax laws (except changes of general
applicability in corporate income tax laws) and changes in the reserve requirements
imposed by the Board of Governors of the Federal Reserve System (or any successor),
excluding the Reserve Percentage, which additional or increased costs would increase
the cost of funding loans bearing interest at the LIBOR Rate. In any such event,
the



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affected Lender shall give Borrower and Agent notice of such a determination and
adjustment and Agent promptly shall transmit the notice to each other Lender and,
upon its receipt of the notice from the affected Lender, Borrower may, by notice to
such affected Lender (y) require such Lender to furnish to Borrower a statement
setting forth the basis for adjusting such LIBOR Rate and the method for determining
the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to
which such adjustment is made (together with any amounts due under clause (b)(ii)
above).




     (ii) In the event that any change in market conditions or any law, regulation,
treaty, or directive, or any change therein or in the interpretation of application
thereof, shall at any time after the date hereof, in the reasonable opinion of any
Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR
Advances or to continue such funding or maintaining, or to determine or charge
interest rates at the LIBOR Rate, such Lender shall give notice of such changed
circumstances to Agent and Borrower and Agent promptly shall transmit the notice to
each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that
are
outstanding, the date specified in such Lender’s notice shall be deemed to be
the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the
LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then
applicable to Base Rate Loans, and (z) Borrower shall not be entitled to elect the
LIBOR Option until such Lender determines that it would no longer be unlawful or
impractical to do so. Each Lender at such time having as its lending office an
office outside the United States agrees to use reasonable efforts to designate a
different lending office if such designation will avoid the need for such a notice
of changed circumstances and would not, in the good faith judgment of such Lender,
otherwise be disadvantageous to such Lender.




               (e) No Requirement of Matched Funding. Anything to the contrary contained herein
notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required
actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to
which interest accrues at the LIBOR Rate. The provisions of this Section shall apply as if
each Lender or its Participants had match funded any Obligation as to which interest is
accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the
amount of the LIBOR Rate Loans.



     2.14 Capital Requirements. If, after the date hereof, any Lender determines that (i)
the adoption of or change in any law, rule, regulation or guideline regarding capital requirements
for banks or bank holding companies, or any change in the interpretation or application thereof by
any Governmental Authority charged with the administration thereof, or (ii) compliance by such
Lender or its parent bank holding company with any guideline,



65









 







request, or directive of any such
entity regarding capital adequacy (whether or not having the force of law), has the effect of
reducing the return on such Lender’s or such holding company’s capital as a consequence of such
Lender’s Commitments hereunder to a level below that which such Lender or such holding company
could have achieved but for such adoption, change, or compliance (taking into consideration such
Lender’s or such holding company’s then existing policies with respect to capital adequacy and
assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be
material, then such Lender may notify Borrower and Agent thereof. Following receipt of such
notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of
capital as and when such reduction is determined, payable within 90 days after presentation by such
Lender of a statement in the amount and setting forth in reasonable detail such Lender’s
calculation thereof and the assumptions upon which such calculation was based (which statement
shall be deemed true and correct absent manifest error). Notwithstanding anything to the contrary
in this Section, Borrower will not be required to compensate any Lender pursuant to this Section
for any reduction incurred more than 270 days before such Lender notified Borrower of the change in
law (or other circumstance) giving rise to such reduction. In determining such amount, such Lender
may use any reasonable averaging and attribution methods.


3. CONDITIONS; TERM OF AGREEMENT.




     3.1 Conditions Precedent to the Initial Extension of Credit The obligation of
the Lender Group (or any member thereof) to make the initial Advance (or otherwise to extend
any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of
Agent in its Permitted Discretion, of each of the conditions
precedent set forth below: (a) the
Closing Date shall occur on or before August 17, 2007;




               (b) Agent shall have received appropriate financing statements on Form UCC-1 duly filed
in such office or offices as may be necessary or, in the opinion of Agent, desirable to
perfect the Agent’s Liens in and to the Collateral, and Agent shall have received searches
reflecting the filing of all such financing statements;




               (c) Agent shall have received each of the following documents, in form and substance
satisfactory to Agent in its Permitted Discretion, duly executed, and each such document shall
be in full force and effect:




          (i) the Disbursement Letter;




          (ii) the Compliance Certificate;




          (iii) the Fee Letter;
(iv) the Post-Closing Agreement;




          (v) the Intercreditor Agreement; and



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          (i) the Pledge and Security Agreement, together with each of the following,
except in each case as set forth in the Post Closing Agreement:




                    (A) evidence reasonably satisfactory to the Agent that, upon the filing and
recording of instruments delivered on or before the Closing Date, the Agent, for the benefit
of the Secured Parties (as defined in the Pledge and Security Agreement) shall have a valid
and perfected security interest (having the priority set forth in the Intercreditor
Agreement) in the Collateral, including (x) the filing of financing statements under the
Code (y) copies of search reports as of a recent date listing all effective financing
statements that name any Credit Party as debtor, together with copies of such financing
statements, none of which shall cover the Collateral except for those that shall be
terminated on the Closing Date or are otherwise permitted hereunder and (z) such other such
documents duly executed by each Credit Party as the Agent may reasonably request with
respect to the perfection of its security interests in the Collateral (including patent,
trademark and copyright security agreements suitable for filing with the Patent and
Trademark Office or the Copyright Office, as the case may be, and other applicable documents
under the laws of any jurisdiction with respect to the perfection of Liens created by the
Pledge and Security Agreement);




                    (B) to the extent delivered to the Term Agent in connection with the Term
Loan Agreement on the Closing Date or within such other time period as provided therein,
copies of all certificates, instruments and other documents representing all Pledged Stock
being pledged to the Term Agent and copies stock powers for such certificates, instruments
and other documents executed in blank;




                    (C) all Deposit Account Control Agreements, duly executed by the
corresponding Deposit Account Bank and the applicable Credit Party; and




                    (D) all Securities Account Control Agreements, duly executed by the
applicable Credit Party and (1) all “securities intermediaries” (as defined in the Code)
with respect to all Securities Accounts (as defined in the Code) and securities entitlements
of the Borrower and each Guarantor and (2) all “commodities intermediaries” (as defined in
the UCC) with respect to all commodities contracts and commodities accounts held by the
Borrower and each Guarantor;




               (d) Mortgages for all of the Real Property of the Credit Parties (except as may be agreed
to by the Agent) identified on Schedule 3.1(d), together with all Mortgage Supporting
Documents relating thereto;




               (e) Agent shall have received a certificate from the Secretary of each Credit Party
attesting to the resolutions of such Credit Party’s Board of Directors



67









 







(after giving effect to
the Merger) authorizing its execution, delivery, and performance of this Agreement and the
other Loan Documents to which such Credit Party is a party and authorizing specific officers
of such Credit Party to execute the same;




               (f) Agent shall have received a certificate of insurance, together with the endorsements
thereto, as are required by Section 6.7, the form and substance of which shall be
satisfactory to Agent in its Permitted Discretion;




               (g) Agent shall have received opinions of counsel, including certain local counsel in
such jurisdictions as required by Agent, for the Credit Parties, each in form and substance
satisfactory to Agent in its Permitted Discretion;




               (h) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing
Date based on the most recent completed fiscal month, and Borrower shall have the Required
Closing Availability after giving effect to the initial extensions of credit hereunder and the
payment of all fees and expenses required to be paid by Borrower on the Closing Date under
this Agreement or the other Loan Documents;




               (i) Borrower shall have paid all documented Lender Group Expenses incurred in connection
with the transactions evidenced by this Agreement; provided that Agent shall have given notice
to Borrower at least two days prior to the Closing Date with respect thereto;




               (j) each Credit Party shall have received all licenses, approvals or evidence of other
actions required by any material Governmental Authority in connection with the execution and
delivery by each such Credit Party of the Loan Documents or with the consummation of the
transactions contemplated thereby, and all applicable governmental filings have been made and
all applicable waiting periods shall have expired without, in either case, any action being
taken by any competent authority, all applicable appeal periods shall have expired and there
shall be no action by any Governmental Authority that would reasonably be expected to
restrain, prevent or impose burdensome conditions on such Transactions;




               (k) all other documents and legal matters required in connection with the transactions
contemplated by this Agreement shall have been delivered, executed, or recorded and shall be
in form and substance satisfactory to Agent in its Permitted Discretion;




               (l) Agent shall have received the Borrower’s Closing Date Business Plan;




               (m) the representations and warranties contained in Article V shall be true and complete
in all material respects;



68









 






               (n) there shall not have occurred any Material Adverse Effect, as such term is defined in
the Merger Agreement, since May 22, 2007;




               (o) The Merger and related Transactions shall have been consummated or shall be
consummated simultaneously with or immediately following the Closing Date without any waiver,
amendment or modification of, or condition set forth in, the Transaction Documents except (i)
with the prior written consent, not to be unreasonably withheld, of the Agent or (ii) for
waivers, amendments or modifications that do not, individually or in the aggregate, materially
and adversely affect the interests of the Lenders;




               (p) The Lenders shall have received from each of the Borrower and the Target (for
purposes of this subparagraph (o), each an “Applicable Party”) a consolidated balance sheet as
of the end of the most recently ended fiscal quarter (for which quarter such Applicable Party
has publicly filed financial information with the Securities and Exchange Commission) and
related statements of income and cash flows of such Applicable Party and its subsidiaries for
the most recently ended fiscal year and the interim period thereafter (for which year and
interim period such Applicable Party has publicly filed financial information with the
Securities and Exchange Commission) and the trailing four quarters ended on the last day of
such interim period (such statements to present, (x) in the case of the Target and its
subsidiaries, their actual financial position and (y) in the case of the Borrower and its
Subsidiaries, their pro forma financial position after giving effect to each of the
Transactions), together with a certificate of the chief financial officer of such Applicable
Party to the effect that such statements accurately present such actual or pro forma financial
position, as applicable, of such Applicable Party and its subsidiaries in accordance with GAAP
and Regulation S-X.



     3.2 [Intentionally Omitted]



     3.3 Conditions Precedent to all Extensions of Credit. The obligation of the Lender
Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other
credit hereunder) shall be subject to the following conditions precedent:




               (a) the representations and warranties contained in this Agreement and the other Loan
Documents shall be true and correct in all material respects on and as of the date of such
extension of credit, as though made on and as of such date
(except to the extent that such representations and warranties relate solely to an
earlier date or as otherwise specified therein);



                    (b) no Event of Default shall have occurred and be continuing on the date of such extension of
credit, nor shall either result from the making thereof;



69









 





               (c) no injunction, writ, restraining order, or other order of any nature restricting or
prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain
in force by any Governmental Authority against any Credit Party, Agent, any Lender, or any of their
Affiliates; and



               (d) no Material Adverse Change shall have occurred.



     3.4 Term. This Agreement shall continue in full force and effect for a term ending on
August 17, 2012 (the “Maturity Date”). The foregoing notwithstanding, the Lender Group, upon the
election of the Required Lenders, shall have the right to terminate its obligations under this
Agreement immediately and without notice upon the occurrence and during the continuation of an
Event of Default.



     3.5 Effect of Termination. On the date of termination of this Agreement, all
Obligations (including contingent reimbursement obligations of Borrower with respect to outstanding
Letters of Credit and including all other Obligations) immediately shall become due and payable
without notice or demand (including either (i) providing cash collateral to be held by Agent for
the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then
extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the
Issuing Lender. No termination of this Agreement, however, shall relieve or discharge any Credit
Party of its duties, Obligations, or covenants hereunder and the Agent’s Liens in the Collateral
shall remain in effect until all Obligations have been paid in full (including by the provision of
cash collateral set forth above) and the Lender Group’s obligations to provide additional credit
hereunder have been terminated. When this Agreement has been terminated and all of the Obligations
have been paid in full (including by the provision of cash collateral set forth above) and the
Lender Group’s obligations to provide additional credit under the Loan Documents have been
terminated irrevocably, Agent will, at Borrower’s sole expense, execute and deliver any pay-off
letter, UCC termination statements, lien releases, mortgage releases, re-assignments of trademarks,
discharges of security interests, and other similar discharge or release documents (and, if
applicable, in recordable form) as are reasonably necessary to release, as of record, the Agent’s
Liens and all notices of security interests and liens previously filed by Agent with respect to the
Obligations.



     3.6 Early Termination by Borrower. Borrower has the option, at any time upon 5
Business Days prior written notice to Agent, to (A) permanently reduce the Revolver Commitment in
the minimum amount of $1,000,000 and integral multiples of $500,000 in excess thereof and (B)
terminate this Agreement in its entirety by paying to Agent, in cash, the Obligations (including
either (i) providing cash collateral to be held by Agent for




70












 




the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the
then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned
to the Issuing Lender. If Borrower has sent a notice of termination pursuant to
 the provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to
 repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit
of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage,
or (ii) causing the original Letters of Credit to be returned to the Issuing Lender,  on the date set forth as the date
of termination of this Agreement in such
notice.





	4.	 	[INTENTIONALLY OMITTED].






	5.	 	REPRESENTATIONS AND WARRANTIES.





     In order to induce the Lender Group to enter into this Agreement, each Credit Party jointly
and severally makes the following representations and warranties to the Lender Group which shall be
true, correct, and complete, in all material respects, as of the date hereof, and shall be true,
correct, and complete, in all material respects, as of the Closing Date, and at and as of the date
of the making of each Advance (or other extension of credit) made thereafter, as though made on and
as of the date of such Advance (or other extension of credit) (except to the extent that such
representations and warranties relate solely to an earlier date) and such representations and
warranties shall survive the execution and delivery of this Agreement:



     5.1 No Encumbrances. Except as disclosed on Schedule P-1 hereto, each Credit Party
has good and indefeasible title to its personal property assets and good and marketable title to
its owned Real Property (subject to exceptions that do not, in the aggregate, materially impair the
use of the personal property and Real Property of the Credit Parties taken as a whole), and in the
case of the Collateral, free and clear of Liens except for Permitted Liens.



     5.2 Eligible Accounts. The Eligible Accounts are bona fide existing payment
obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of
services in the ordinary course of each Credit Party’s business, owed to such Credit Party without
any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, except
where the existence of such defenses, disputes, offsets, counterclaims, or rights of return or
cancellation would not cause a Material Adverse Change. As to each Account that is identified by
Borrower as an Eligible Account in a borrowing base report submitted to Agent, to the knowledge of
Borrower, each such Account is not excluded as ineligible by virtue of one or more of the excluding
criteria set forth in the definition of Eligible Accounts.



     5.3 Eligible Inventory. All Eligible Inventory is of good and merchantable quality,
free from known defects, except where the existence of such defects would not cause a Material
Adverse Change. As to each item of Inventory that is identified by Borrower as Eligible Inventory
in a Borrowing Base Certificate submitted to Agent, to the knowledge of Borrower, such Inventory is
not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the
definition of Eligible Inventory.



     5.4 Location of Inventory. All Eligible Inventory of each Credit Party is located
only at, or in-transit between (or with respect to Eligible In-Transit Inventory which has been



71









 




shipped from a location outside of the United States, in transit to), the locations identified on
Schedule 5.4 (as such Schedule may be updated pursuant to Sections 6.8 and 6.13) other than
Inventory located at any Pool Location and Inventory, the value of which, in the aggregate, does
not exceed $1,000,000. Schedule 5.4 separately identifies each Leased Store Location and each
Non-Owned Storage Facility.




     5.5 Inventory Records. Borrower keeps materially correct and accurate records
itemizing and describing the type, quality, and quantity of its consolidated Inventory and the book
value thereof.



     5.6 State of Incorporation; Location of Chief Executive Office; FEIN; Organizational ID
Number. (a) The jurisdiction of organization of each Credit Party is set forth on Schedule
5.6(a).



          (b) The chief executive office of each Credit Party is located at the address indicated on
Schedule 5.6(b) (as such Schedule may be updated pursuant to Section 6.7).




          (c) Each Credit Party’s FEIN and organizational identification number, if any, are identified
on Schedule 5.6(c).




     5.7 Due Organization and Qualification; Subsidiaries.




               (a) Except as described in the
Post-Closing Agreement, each Credit Party is duly organized and existing and in good standing
under the laws of the jurisdiction of its organization and qualified to do business in any
state where the failure to be so qualified reasonably could be expected to have a Material
Adverse Change.




               (b) As of the Closing Date, other than as described on Schedule 5.7(b), and
except for employee stock options, there are no subscriptions, options, warrants, or calls
relating to any shares of any Credit Party’s capital Stock, including any right of conversion
or exchange under any outstanding security or other instrument. Except as set forth on
Schedule 5.7(b), as of the Closing Date, no Credit Party is subject to any obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its
capital Stock or any security convertible into or exchangeable for any of its capital Stock.




               (c) Set forth on Schedule 5.7(c), is a complete and accurate list of each Credit
Party’s direct and indirect Subsidiaries, as of the Closing Date, showing: (i) with respect to
all Subsidiaries other than Excluded Subsidiaries and Unrestricted Subsidiaries, (A) the
jurisdiction of their organization, (B) the number of shares of each class of common and
preferred Stock authorized for each Credit Party, and (C) the percentage of the outstanding
shares of each such class owned directly or indirectly by such Credit Party and (ii) with
respect to all Excluded Subsidiaries and Unrestricted Subsidiaries, (x) the jurisdiction of
their organization and (y) the percentage of Stock owned directly or indirectly by any Credit
Party in such Excluded Subsidiaries. All of



72









 







the outstanding capital Stock of each such Restricted Subsidiary has been validly issued
and is fully paid and non-assessable.




     5.8
Due Authorization; No Conflict. (a) The execution, delivery, and performance by
each Credit Party of this Agreement and the Loan Documents to which it is a party have been
duly authorized by all necessary action on the part of such Credit Party.




               (b) The execution, delivery, and performance by each Credit Party of this Agreement and
the other Loan Documents to which it is a party do not and will not (i) violate any provision
of federal, state, or local law or regulation applicable to such Credit Party, the Governing
Documents of such Credit Party, or any order, judgment, or decree of any court or other
Governmental Authority binding on such Credit Party, (ii) conflict with, result in a breach
of, or constitute (with due notice or lapse of time or both) a default under any material
contractual obligation of such Credit Party, including, without limitation, the Indenture or
Senior Subordinated Notes, (iii) result in or require the creation or imposition of any Lien
of any nature whatsoever upon any properties or assets of such Credit Party, other than
Permitted Liens, or (iv) require any approval of such Credit Party’s equity holders or any
approval or consent of any Person under any material contractual obligation of such Credit
Party, other than consents or approvals that have been obtained and that are still in force
and effect, unless such violation, imposition of Lien or failure to obtain approval or consent
would not reasonably be expected to result in a Material Adverse Change.




               (c) Other than the filing of financing statements, the execution, delivery, and
performance by each Credit Party of this Agreement and the other Loan Documents to which each
such Credit Party is a party do not and will not require any registration with, consent, or
approval of, or notice to, or other action with or by, any Governmental Authority, other than
consents or approvals that have been obtained and that are still in force and effect.




               (d) This Agreement and the other Loan Documents to which each Credit Party is a party,
and all other documents contemplated hereby and thereby, when executed and delivered by such
Credit Party will be the legally valid and binding obligations of such Credit Party,
enforceable against such Credit Party in accordance with their respective terms, except as may
be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium,
or similar laws relating to or limiting creditors’ rights generally.




               (e) The Agent’s Liens are validly created, perfected, and first priority Liens, subject
only to Permitted Liens.



          5.9 Litigation. Other than those matters disclosed on Schedule 5.9, there are no
actions, suits, or proceedings pending or, to the best knowledge of each Credit Party, threatened
against any Credit Party, except for (a) matters that are fully covered by insurance
(subject to customary deductibles), and (b) matters arising after the Closing Date that are
not



73









 




reasonably likely to be decided adversely to any Credit Party or, if decided adversely to any
Credit Party, reasonably could not be expected to result in a Material Adverse Change.




     5.10 No Material Adverse Change. All financial statements relating to the Credit
Parties that have been delivered by Borrower to the Lender Group have been prepared in accordance
with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and
being subject to year-end audit adjustments) and present fairly in all material respects, the
financial condition of Parent and its Subsidiaries as of the date thereof and results of operations
for the period then ended. There has not been a Material Adverse Change since the date of the
latest financial statements submitted to the Lender Group on or before the Closing Date.



     5.11 Fraudulent Transfer




               (a) The Credit Parties taken as a whole are Solvent and each Material Credit Party is
Solvent.




               (b) No transfer of property is being made by any Credit Party and no obligation is being
incurred by any Credit Party in connection with the transactions contemplated by this
Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either
present or future creditors of any Credit Party.



     5.12 Employee Benefits. As of the date hereof, no Credit Party or any of their ERISA
Affiliates maintains or contributes to any Benefit Plan other than as listed on Schedule 5.12
hereto.



     5.13 Environmental Condition. Except for matters described on Schedule 5.13 hereto
and except for other matters that would not reasonably be expected to result in a Material Adverse
Change, (a) to each Credit Party’s knowledge, no owned Real Property of any Credit Party has ever
been used by any Credit Party or by previous owners or operators in the disposal of, or to produce,
store, handle, treat, release, or transport, any Hazardous Materials, where such production,
storage, handling, treatment, release or transport was in violation of applicable Environmental
Law, (b) to each Credit Party’s knowledge, no Credit Party’s owned Real Property has ever been
designated or identified in any manner pursuant to any environmental protection statute as a
Hazardous Materials disposal site, (c) no Credit Party has received notice that a Lien arising
under any Environmental Law has attached to any revenues or to any Real Property owned or operated
by any Credit Party, and (d) no Credit Party has received a summons, citation, notice, or directive
from the U.S. Environmental Protection Agency or any other federal or state governmental agency
concerning any action or omission by any Credit Party resulting in the releasing or disposing of
Hazardous Materials into the environment in violation of any applicable Environmental Law.



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     5.14 Investment Company Act. No Group Member is an “investment company” or an
“affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as
such terms are defined in the Investment Company Act of 1940, as amended.



     5.15 Intellectual Property. Except as disclosed on Schedule 5.15 hereto, each Credit
Party owns, or holds licenses in, all trademarks, trade names, copyrights, patents, patent rights,
and licenses that are necessary to the conduct of the business of the Credit Parties, taken as a
whole, as currently conducted, except where the failure to do so, in the aggregate, would not
result in a Material Adverse Change.



     5.16 Leases. Except where the failure to do so would not cause a Material Adverse
Change, each Credit Party enjoys peaceful and undisturbed possession under all leases material to
its business and to which it is a party or under which it is operating. Except to the extent that
such default would not cause a Material Adverse Change, all of such leases are valid and subsisting
and no material default by any Credit Party exists under any of them.



     5.17 Deposit Accounts. Set forth on Schedule 5.17 are all of each Credit Party’s
Deposit Accounts at which the Collateral is or may be held, including, with respect to each bank
(i) the name and address of such Person, and (ii) the account numbers of the Deposit Accounts
maintained with such Person. Schedule 5.17 separately identifies each Concentration Account,
Consolidated Store Deposit Account, Individual Store Account and the Home Office Account.



     5.18 Complete Disclosure. All factual information (taken as a whole) furnished by or
on behalf of any Credit Party in writing to Agent or any Lender (including all information
contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection
with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein
is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf
of any Credit Party in writing to Agent or any Lender will be, true and accurate, in all material
respects, on the date as of which such information is dated or certified and not incomplete by
omitting to state any fact necessary to make such information (taken as a whole) not misleading in
any material respect at such time in light of the circumstances under which such information was
provided. On the Closing Date, the Closing Date Business Plan represents, and as of the date on
which any other Projections are delivered to Agent, such additional Projections represent each
Credit Party’s good faith best estimate of its future performance for the periods covered thereby,
it being understood that such projections as to future events are not to be viewed as facts and
that actual results during the period or periods covered by any projections may differ from the
projected results and no assurance can be given that the Projections will be realized.



     5.19 Indebtedness. Set forth on Schedule 5.19 is a true and complete list of all
Indebtedness of each Credit Party outstanding immediately prior to the Closing Date that is to
remain outstanding after the Closing Date and such Schedule accurately reflects the aggregate
principal amount of such Indebtedness (other than Indebtedness of any Credit Party owing to any
other Credit Party).



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     5.20 Credit Card Receipts. Schedule 5.20 sets forth each Credit Party’s Credit Card
Processors and all material arrangements to which any Credit Party is a party with respect to the
payment to any Credit Party of the proceeds of credit card charges for sales by such Credit Party.



     5.21 Margin Stock. No Credit Party is engaged in the business of extending credit for
the purpose of purchasing or carrying margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System), and no proceeds of any Advance or drawings under any
Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others
for the purpose of purchasing or carrying any margin stock.



     5.22 Senior Debt. All Obligations hereunder constitute “Senior Debt” (as such term is
defined in the Indenture) permitted under the Indenture and each of the Credit Parties acknowledge
that Agent and each Lender are entering into this Agreement and are extending the Commitments in
reliance on this Section 5.22.



     5.23 Anti-Terrorism Laws.




     (i) None of the Credit Parties or, to the knowledge of any of the Credit
Parties, any of their Affiliates, is in violation of any laws relating to terrorism
or money laundering (“Anti-Terrorism Laws”), including Executive Order No.
13224 on Terrorist Financing, effective September 24, 2001 (the “Executive
Order”), and the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.




     (ii) No Credit Party or, to the knowledge of any of the Credit Parties, any of
their Affiliates or their respective brokers or other agents acting or benefiting in
any capacity in connection with the Obligations, is any of the following:




     (A) a Person or entity that is listed in the annex to, or is
otherwise subject to the provisions of, the Executive Order;




     (B) a Person or entity owned or controlled by, or acting for or on
behalf of, any Person or entity that is listed in the annex to, or is
otherwise subject to the provisions of, the Executive Order;




     (C) a Person or entity with which any Lender is prohibited from dealing
or otherwise engaging in any transaction by any Anti-Terrorism Law;




     (D) a Person or entity that commits, threatens or conspires to commit
or supports “terrorism” as defined in the Executive Order; or



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     (E) a Person or entity that is named as a “specially designated
national and blocked person” on the most current list published by the
U.S. Treasury Department Office of Foreign Asset Control at its
official website or any replacement website or other replacement official
publication of such list.




     (iii) No Credit Party or to the knowledge of any Credit Party, any of
its brokers or other agents acting in any capacity in connection with the
Obligations (i) conducts any business or engages in making or receiving any
contribution of funds, goods or services to or for the benefit of any Person
described in clause (b) above, (ii) deals in, or otherwise engages in any
transaction relating to, any property or interests in property blocked pursuant to
the Executive Order, or (iii) engages in or conspires to engage in any transaction
that evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law.



     5.24 Related Documents




               (a) The execution, delivery and performance by Borrower, Parent and each Restricted
Subsidiary (collectively, the “Group Members” and each individually a “Group
Member”) of the Related Documents to which it is a party and the consummation of the
transactions contemplated thereby by such Group Member:




     (i) are within such Group Member’s respective corporate, limited liability
company, partnership or other powers;




     (ii) on or prior to the Closing Date will have been duly authorized by all
necessary corporate or other action, including the consent of stockholders where
required;




     (iii) do not and will not (A) contravene or violate such Group Member’s
Governing Documents, (B) violate any other Requirement of Law applicable to such
Group Member, or any order or decree of any Governmental Authority or arbitrator,
(C) conflict with or result in the breach of, constitute a default under, or result
in or permit the termination or acceleration of, any Contractual Obligation of such
Group Member, except for those that, in the aggregate, would not have a Material
Adverse Effect or (D) result in the creation or imposition of any Lien upon any
property of such Group Member (or any other Group Member) other than a Lien
permitted under Section 7.2; and




     (iv) do not require the consent of, authorization by, approval of, notice to,
or filing or registration with, any Governmental Authority or any



77









 







other Person,
other than those that (A) will have been obtained at the Closing Date, each of which
will be in full force and effect on the Closing Date, none of which will on the
Closing Date impose materially adverse conditions upon
the exercise of control by Borrower over any Group Members and (B) in the
aggregate, if not obtained, would not have a Material Adverse Effect.




               (b) None of the Related Documents has been amended or modified in any respect and no
provision therein has been waived, except in each case to the extent permitted by Section
7.14.




               (c) The Obligations constitute “Senior Debt” as defined in the Subordinated Notes
Indenture.


6. AFFIRMATIVE COVENANTS.




          Each Credit Party jointly and severally covenants and agrees that, until termination of all of
the Commitments and payment in full of the Obligations, each Credit Party shall do all of the
following:




     6.1 Accounting System. Maintain a system of accounting that enables the Parent and
its Subsidiaries to produce consolidated financial statements in accordance with GAAP and maintain
consolidated records pertaining to the Collateral that contain information as from time to time
reasonably may be requested by Agent. Parent or one or more Credit Parties also shall keep an
inventory reporting system that shows all additions, sales, claims, returns, and allowances with
respect to Inventory of the Credit Parties and their Subsidiaries.



     6.2 Collateral Reporting. Provide Agent with the documents set forth on Schedule 6.2
in accordance with the delivery schedule set forth thereon. In addition, each Credit Party agrees
to cooperate fully with Agent to facilitate and implement a system of electronic collateral
reporting in order to provide electronic reporting of each of the items set forth on Schedule 6.2.



     6.3 Financial Statements, Reports, Certificates. Deliver to Agent, with copies to
each Lender:




               (a) as soon as available, but in any event within, 45 days after the end of each of the
Borrower’s first three fiscal quarters:




     (i) a company prepared unaudited consolidated balance sheet, income statement,
and statement of cash flow covering Borrower’s and Parent’s and its Subsidiaries’
operations during such period,




     (ii) a Compliance Certificate signed by the chief financial officer of Borrower
to the effect that:



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     (A) the financial statements delivered hereunder have been prepared in
accordance with GAAP (except for the lack of footnotes and being subject to
quarterly and year-end audit adjustments) and
fairly present in all material respects the financial condition of
Parent and its Subsidiaries,




     (B) the representations and warranties of each Credit Party contained
in this Agreement and the other Loan Documents are true and correct in all
material respects on and as of the date of such certificate, as though made
on and as of such date (except to the extent that such representations and
warranties relate solely to an earlier date),




     (C) there does not exist any condition or event that constitutes an
Event of Default or Triggering Period (or, to the extent of any
non-compliance, describing such non-compliance as to which he or she may
have knowledge and what action the Credit Parties have taken, are taking, or
propose to take with respect thereto),




     (D) demonstrating, in reasonable detail, the calculations used in
determining, when applicable (A) the Consolidated Coverage Test, (B) the
Senior Secured Leverage Ratio and (C) compliance with the financial covenant
contained in Section 7.17, and



          provided that, during a Triggering Period, the Agent may require, by written request, that the
Borrower provide unaudited consolidated financial statements of the Borrower and its Subsidiaries,
including balance sheet, income statement and cash flow statement on a monthly basis within 30 days
of month-end,





               (b) as soon as available, but in any event within 90 days after the end of each of
Borrower’s fiscal years, for such fiscal year and for the fourth fiscal quarter then most
recently ended, consolidated financial statements of Parent and its Subsidiaries (and
consolidating financial statements of Parent and its Subsidiaries, to the extent produced by
Parent in the normal course of its operations) for each such fiscal year, audited by
independent certified public accountants reasonably acceptable to Agent and certified, without
any qualifications, by such accountants to have been prepared in accordance with GAAP (such
audited financial statements to include a balance sheet, income statement, and statement of
cash flow and, if prepared, such accountants’ letter to management),




               (c) as soon as available, but in any event within 60 days after the start of each of
Borrower’s fiscal years, copies of the Projections, in form and substance (including as to
scope and underlying assumptions) satisfactory to Agent, in its sole discretion, for such
fiscal year, quarter by quarter (or by such shorter periods as are reasonably requested by the
Agent), which Projections shall represent Borrower’s good faith best estimate of the financial
performance of Parent and its Subsidiaries during the



79









 







period covered thereby, it being
understood that such Projections as to future events are not to be viewed as facts and that
actual results during the period or periods covered by any Projections may differ from the
projected results and no assurance can be given that the Projections will be realized,




     (d) if and when filed by Parent,




     (i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current
reports,




     (ii) any other filings made by Parent with the SEC, and




     (iii) any other information that is provided by Parent to its shareholders
generally



          (provided, that for purposes of this clause (d), any information to be delivered hereunder
shall be deemed to have been delivered when posted on the Parent’s website or otherwise made
available on the website of the SEC),





               (e) as soon as practicable, and in any event within five days after a Responsible Officer
of the Parent or the Borrower has actual knowledge of the existence of any Default, Event of
Default or other event having had a Material Adverse Effect, the Borrower shall give the Agent
notice specifying the nature of such Default or Event of Default or other event and a
statement of the curative action that Borrower or such other Credit Party proposes to take
with respect thereto,




               (f) within 30 days after the later of (i) the service of process with respect thereto on
any Credit Party or (ii) such time as exposure of the Credit Party could be reasonably
determined, notice of all actions, suits, or proceedings brought by or against any Credit
Party before any Governmental Authority which, if determined adversely to such Credit Party,
reasonably would be expected to result in a Material Adverse Change, and




               (g) upon the request of Agent, any other report reasonably requested relating to the
financial condition of any Credit Parties; provided that such reports shall not be overly
burdensome for any Credit Party to prepare.



          Borrower agrees to cooperate with Agent to allow Agent to consult with its independent
certified public accountants if Agent reasonably requests the right to do so (and Agent shall
notify Borrower as to the timing of such consultations and permit Borrower to be present thereat or
to otherwise participate therein) and that, in such connection, its independent certified public
accountants are authorized to communicate with Agent and to release to Agent whatever financial
information concerning any Credit Party that Agent reasonably may request.




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     6.4 Returns. Cause returns and allowances, as between any Credit Party and their
Account Debtors, to be on the same basis and in accordance with the usual customary practices of
the Credit Parties, as they exist at the time of the execution and delivery of this Agreement,
except where failure to do so could not reasonably be expected to result in a Material Adverse
Change.



     6.5 Maintenance of Properties. Maintain and preserve all of its properties which are
necessary or useful in the proper conduct to its business in good working order and condition,
ordinary wear and tear excepted, except where failure to do so could not reasonably be expected to
result in a Material Adverse Change.



     6.6 Taxes. Cause all assessments and taxes, whether real, personal, or otherwise, due
or payable by, or imposed, levied, or assessed against each Credit Party or any of their respective
assets to be paid in full, before delinquency or before the expiration of any extension period,
except where the failure to do so, individually or in the aggregate, would not result in a Material
Adverse Change. Each Credit Party will make timely payment or deposit of all tax payments and
withholding taxes required of it and them by applicable laws, including those laws concerning
F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, except where the
failure to do so, individually or in the aggregate, would not result in a Material Adverse Effect.



     6.7 Insurance.




               (a) At each Credit Party’s expense, maintain insurance respecting such Credit Party’s
assets wherever located, covering loss or damage by fire, theft, explosion, and all other
hazards and risks, and maintain business interruption, public liability, and product liability
insurance, as well as insurance against larceny, embezzlement, and criminal misappropriation,
all as ordinarily are insured against by other Persons engaged in the same or similar
businesses. All such policies of insurance shall be in such amounts which are customary for
Persons engaged in the same or similar business and with nationally recognized insurance
companies. Each Credit Party shall deliver copies of all such policies to Agent with a
customary lender’s loss payable endorsement naming Agent as loss payee (with respect to the
Collateral) or additional insured, as appropriate. Each such policy of insurance or
endorsement shall contain a clause requiring the insurer to give not less than 30 days prior
written notice to Agent in the event of cancellation of the policy.




               (b) Each Credit Party shall give Agent prompt notice of any loss of the Collateral valued
in excess of $2 million covered by such insurance. Agent shall have the exclusive right to
adjust any losses of the Collateral claimed under any such insurance policies during the
continuation of an Event of Default, without any liability to such Credit Party whatsoever in
respect of such adjustments. Any monies received as payment for any loss of the Collateral
under any insurance policy mentioned above (other than liability insurance policies) during
any Triggering Period or during the continuation of an Event of Default, shall be paid over to
Agent to be applied to the



81









 







prepayment of the Obligations with amounts so prepaid available to
be reborrowed subject to Section 3.3.




               (c) No Credit Party will take out separate insurance concurrent in form or contributing
in the event of loss of the Collateral with that required to be maintained under this
Section 6.7, unless Agent is included thereon as named insured
with the loss payable to Agent under a lender’s loss payable endorsement or its
equivalent. Each Credit Party immediately shall notify Agent whenever such separate insurance
is taken out, specifying the insurer thereunder and full particulars as to the policies
evidencing the same, and copies of such policies promptly shall be provided to Agent.



     6.8 Location of Inventory/Chief Executive Offices. Keep each Credit Party’s Inventory
only at the locations identified on Schedule 5.4 (except for Inventory that (i) in the aggregate
has a value of less than $1,000,000 or (ii) is in transit between the locations identified on
Schedule 5.4) and their chief executive offices only at the locations identified on Schedule
5.6(b); provided, however, that Borrower may amend (a) Schedule 5.4, on behalf of any Credit Party
as contemplated by Section 6.13, and (b) Schedule 5.6, on behalf of any Credit Party, provided in
the case of clause (b) hereof so long as (i) such amendment occurs by written notice to Agent not
less than 30 days prior to the date such chief executive office is relocated and (ii) such new
location is within the United States or any U.S. Territory. Within a commercially reasonable time
following written notification with respect to any Non-Owned Warehouse, Borrower shall provide
Agent a Collateral Access Agreement with respect thereto and if such agreement has not been
obtained, Borrower’s Eligible Landed Inventory at that location shall be subject to the
establishment of Reserves as set forth in the definition of “Eligible Landed Inventory”.



     6.9 Compliance with Laws. Comply with the requirements of all applicable laws, rules,
regulations, and orders of any Governmental Authority, including the Fair Labor Standards Act and
the Americans With Disabilities Act, other than laws, rules, regulations, and orders the
non-compliance with which, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Change.



     6.10 Leases. Pay when due all rents and other amounts payable under any leases to
which any Credit Party is a party or by which any Credit Party’s properties and assets are bound,
unless such payments are the subject of a Permitted Protest or unless nonpayment of such rents and
other amounts, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Change.



     6.11
Existence. At all times preserve and keep in full force and effect each
Credit Party’s valid existence and good standing and any rights and franchises material to their
businesses.



     6.12 Environmental. Except for such Environmental Liens, failures to comply,
releases, Environmental Actions, notices, citations or orders which, individually or in the



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aggregate, would not reasonably be expected to result in a Material Adverse Change: (a) keep any
property either owned or operated by any Credit Party free of any Environmental Liens or post bonds
or other financial assurances sufficient to satisfy the obligations or liability evidenced by such
Environmental Liens, (b) comply with all applicable Environmental Laws and provide to Agent
documentation of such compliance which Agent reasonably requests, (c) promptly notify Agent of any
release of a Hazardous Material in any
reportable quantity from or onto property owned or operated by any Credit Party and take any
Remedial Actions required to abate said release or otherwise to come into compliance with
applicable Environmental Law, and (d) promptly, but in any event within 5 days of its receipt
thereof, provide Agent with written notice of any of the following: (i) notice that an
Environmental Lien has been filed against any of the real or personal property of any Credit Party,
(ii) commencement of any Environmental Action or notice that an Environmental Action will be filed
against any Credit Party, and (iii) notice of any violation, citation, or other administrative
order received by any Credit Party.




     6.13 Disclosure Updates. Promptly and in no event later than 5 Business Days after
obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished
to the Lender Group contained any untrue statement of a material fact or omitted to state any
material fact necessary to make the statements contained therein not misleading in light of the
circumstances in which made; provided, that with respect to Schedules E-1 (in respect of Pool
Locations), E-2, 1.1(b), 5.4, 5.17, and 5.20, Borrower shall provide updates to such Schedules as
necessary in its discretion to reflect material changes thereto occurring before any quarterly
update thereto, but in any event no less than quarterly; provided, further, that any reference
herein to any Schedule(s) shall be deemed to be a reference to such Schedule(s) as updated pursuant
hereto. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing
provision will not cure or remedy the effect of the prior untrue statement of a material fact or
omission of any material fact nor shall any such notification have the affect of amending or
modifying this Agreement or any of the Schedules hereto.



     6.14 Formation of Subsidiaries. At the time that any Credit Party forms or acquires
any direct or indirect Wholly Owned Domestic Subsidiary after the Closing Date (other than an
Excluded Subsidiary or Unrestricted Subsidiary), such Credit Party shall (a) cause such new Wholly
Owned Domestic Subsidiary to provide to Agent a joinder to this Agreement (as a Guarantor and
Credit Party), together with such other security documents, as well as appropriate UCC-1 financing
statements, all in form and substance satisfactory to Agent (including being sufficient to grant
Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed
or acquired Wholly Owned Domestic Subsidiary (other than any such assets that would not be required
to be subject to Agent’s Liens if they were assets of any Credit Party)) and (b) provide to Agent
all other documentation, including one or more opinions of counsel satisfactory to Agent, which in
its reasonable opinion is appropriate with respect to the execution and delivery of the applicable
documentation referred to above. Any document, agreement, or instrument executed or issued
pursuant to this Section 6.14 shall be a Loan Document.



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     6.15 Designation of Subsidiaries



          The board of directors of the Parent may at any time designate any Restricted Subsidiary
(other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a
Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default
or Event of Default shall have occurred and be continuing, (b) no
Restricted Subsidiary may be designated an Unrestricted Subsidiary if it previously had been
designated as an Unrestricted Subsidiary, (c) any such designation shall be deemed to be an
Investment requiring compliance with Section 7.10 (or reduction in an outstanding Investment, in
the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary), on the date of
such designation in an amount equal to the sum of (i) the Parent’s direct or indirect equity
ownership percentage of the net worth of such designated Restricted Subsidiary immediately prior to
such designation (such net worth to be calculated without regard to any guarantee provided by such
designated Restricted Subsidiary of the Parent’s, Borrower’s or another Restricted Subsidiary’s
Indebtedness) and (ii) without duplication, the aggregate principal amount of any Indebtedness owed
by such designated Restricted Subsidiary to the Parent, Borrower or any other Restricted Subsidiary
immediately prior to such designation, all calculated, except as set forth in the parenthetical to
clause (i) above, on a Consolidated basis in accordance with GAAP, and (c) no Subsidiary may be
designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any
other Indebtedness of the Parent. The designation of any Unrestricted Subsidiary as a Restricted
Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens
of such Subsidiary existing at such time.




     6.16 Segregation of Collateral



          The proceeds of any Term Facility Priority Collateral (as defined in the Intercreditor
Agreement) in connection with an Asset Sale permitted by the terms of Section 8.4 of the Term Loan
Agreement shall be segregated in a separate deposit account designated by Borrower to Agent.



7. NEGATIVE COVENANTS.




          Each Credit Party, jointly and severally, covenants and agrees that, until termination of all
of the Commitments and payment in full of the Obligations, such Credit Party will not and will not
permit any of its Restricted Subsidiaries, to do any of the following:




     7.1 Indebtedness. Create, incur, assume, guarantee, or otherwise become, directly or
indirectly, liable (“incur”) with respect to any Indebtedness, provided, however that a Credit
Party may incur Indebtedness so long as (a) no Triggering Period is then continuing or would result
therefrom, (b) no Default shall have occurred and be continuing, and (c) the Parent would be in
compliance with the Consolidated Coverage Test for the most recently ended Test Period, determined
on a Pro Forma Basis, after giving effect to the incurrence of such



84









 







Indebtedness, provided further
that the provisions of this Section 7.1 shall not prohibit the creation, incurrence, assumption,
guarantee or existence of any of the following:




               (a) Indebtedness evidenced by this Agreement and the other Loan Documents, including the
Guaranteed Obligations, together with Indebtedness owed to Underlying Issuers with respect to
Underlying Letters of Credit and any other Obligations that constitute Indebtedness, including
all Indebtedness under any Incremental Facility;




               (b) Indebtedness evidenced by the Term Loan Agreement and the other Term Loan Documents,
together with all Obligations as defined in the Term Loan Agreement, including all
Indebtedness under any Incremental Term Loans as provided for under the Term Loan Agreement as
in effect as of the date hereof (the “Term Loan Obligations”);




               (c) Qualified Refinancing Indebtedness;




               (d) Indebtedness existing as of the date hereof and set forth on Schedule 5.19,




               (e) Permitted Purchase Money Indebtedness,




               (f) refinancings, renewals, or extensions of Indebtedness permitted under clauses (d) and
(e) of this Section 7.1 (and continuance or renewal of any Permitted Liens associated
therewith) so long as: (i) the terms and conditions of such refinancings, renewals, or
extensions do not, in Agent’s Permitted Discretion, materially impair the prospects of
repayment of the Obligations by Borrower or materially impair Borrower’s creditworthiness,
(ii) such refinancings, renewals, or extensions do not result in an increase in the then
extant principal amount of the Indebtedness so refinanced, renewed, or extended, (iii) such
refinancings, renewals, or extensions do not result in a shortening of the average weighted
maturity of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or
conditions that, taken as a whole, are materially more burdensome or restrictive to Borrower,
(iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of
payment to the Obligations, then the terms and conditions of the refinancing, renewal, or
extension Indebtedness must include subordination terms and conditions that are at least as
favorable to the Lender Group as those that were applicable to the refinanced, renewed, or
extended Indebtedness, (v) the Indebtedness that is refinanced, renewed, or extended is not
recourse to any Person that is liable on account of the Obligations other than those Persons
which were obligated with respect to the Indebtedness that was refinanced, renewed, or
extended, (vi) is otherwise on terms, taken as a whole, no less favorable to the Group Members
than those of such Indebtedness, other than market interest rates and fees, (vii) no Event of
Default shall have occurred and be continuing (viii) the collateral, if applicable, granted
pursuant to any such refinancing Indebtedness is the same or less than the collateral under
the Indebtedness being extended, renewed



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or replaced and (ix) such modification, refinancing,
refunding, renewal or extension shall not include: (A) Indebtedness of a Subsidiary of the
Borrower that is not a Guarantor that refinances Indebtedness of the Borrower, (B)
Indebtedness of a Subsidiary of the Borrower that is not a Guarantor that refinances
Indebtedness of a Guarantor or (C) Indebtedness of the Borrower or a Restricted Subsidiary
that refinances Indebtedness of an Unrestricted Subsidiary,




               (g) Indebtedness of any Credit Party to any other Credit Party and Indebtedness of a
Credit Party guaranteeing Indebtedness of another Credit Party otherwise permitted under this
Section 7.1;




               (h) Indebtedness of the Borrower and the Restricted Subsidiaries which may be deemed to
exist pursuant to any guaranties, performance, surety, statutory, appeal or similar bonds or
obligations incurred in the ordinary course of business;




               (i) Indebtedness in respect of netting services, overdraft protections and otherwise in
connection with Deposit Accounts or securities accounts maintained in the ordinary course of
business;




               (j) guaranties in the ordinary course of business of the obligations of suppliers,
customers, franchisees and licensees of any Credit Party;




               (k) endorsement of instruments or other payment items for deposit;




               (l) Indebtedness under Capital Leases arising out of Permitted Sale-Leasebacks made in
compliance with Section 7.16, in an aggregate amount not to exceed at any time
$50,000,000;




               (m) Indebtedness under Hedge Agreements incurred for bona fide hedging purposes and not
for speculation;




               (n) Indebtedness of any Person that becomes a Restricted Subsidiary after the Closing
Date in connection with a Permitted Acquisition and any refinancing permitted under Section
7.1(f); provided, that (i) such Indebtedness exists at the time such Person becomes a
Restricted Subsidiary and is not created in contemplation of or in connection with such Person
becoming a Restricted Subsidiary, (ii) after giving effect to the assumption of such
Indebtedness (A) the Parent would be in compliance with the Consolidated Coverage Test for the
most recently ended Test Period, determined on a Pro Forma Basis, and (B) if such Indebtedness
is secured by a Lien on any assets of such Person, the Senior Secured Leverage Ratio would be
less than 3.0 to 1 on a Pro Forma Basis, (iii) such Indebtedness is not guaranteed in any
respect by the Borrower, any Guarantor or any Restricted Subsidiary (other than by any such
Person that so becomes a Restricted Subsidiary or is the survivor of a merger with



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such Person
or any of its Subsidiaries) and (iv) except for Indebtedness consisting of Capital Lease
Obligations, revenue bonds, purchase money Indebtedness or mortgages or other Liens on
specific assets no portion of such Indebtedness matures prior to the Maturity Date;




               (o) other Indebtedness of the Parent and the Restricted Subsidiaries in an aggregate
principal amount not to exceed $100,000,000 at any time outstanding; provided, however, that
Indebtedness of Persons which are not Credit
Parties pursuant to this clause (o) shall not exceed an aggregate principal amount of
$50,000,000 at any time outstanding; and




               (p) Indebtedness of the Credit Parties not otherwise permitted under this Section 7.1 and
refinancings thereof permitted pursuant to Section 7.1(f); provided, however,
that after giving effect to the occurrence of such Indebtedness (A) no Default or Event of
Default shall have occurred and be continuing and (B) the Parent would be in compliance with
the Consolidated Coverage Test for the most recently ended Test Period, determined on a Pro
Forma Basis after giving effect to the incurrence of such Indebtedness.



     7.2 Liens. Create, incur, or assume, directly or indirectly, any Lien on or with
respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income
or profits therefrom, except:




               (a) Permitted Liens (including Liens that are replacements of Permitted Liens to the
extent that the original Indebtedness is refinanced, renewed, or extended under Section
7.1(d) or (p) and so long as the replacement Liens only encumber those assets that secured
the refinanced, renewed, or extended Indebtedness);




               (b) Liens on assets other than the Collateral securing Indebtedness in an aggregate
amount not to exceed $50,000,000 at any time outstanding; and




               (c) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or
is a Restricted Subsidiary that survives a merger with such Person), or existing on assets
acquired, pursuant to a Permitted Acquisition to the extent the Liens on such assets secure
Indebtedness permitted by Section 7.1(n); provided that such Liens attach at all times only to
the same assets to which such Liens attached (and after-acquired property that is affixed or
incorporated into the property covered by such Lien), and secure only the same Indebtedness or
obligations that such Liens secured, immediately prior to such Permitted Acquisition and any
refinancing thereof permitted by Section 7.1(f).



     7.3 Restrictions on Fundamental Changes/Disposal of Assets. Enter into any
transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer
or otherwise dispose of, in one transaction or a series of transactions, all or any part of its



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business, assets or property of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible, whether now owned or hereafter acquired, except:




               (a) any Credit Party may be merged with or into a Credit Party, or be liquidated, wound up or
dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased,
transferred or otherwise disposed of, in one transaction or a series of transactions, to any Credit
Party; provided, (i) at the time of any such merger, no Event of Default shall exist or shall
result from such merger, and (ii) in the case of such a merger, a Credit Party shall be the
continuing or surviving Person;




               (b)Permitted Dispositions;




               (c) Asset Sales not otherwise permitted hereunder; provided that (i) the consideration
received for such assets shall be in an amount at least equal to the fair market value thereof;
(ii) at the time of any such Asset Sale, no Event of Default shall exist or shall result from such
Asset Sale; (iii) in the case of Asset Sales consisting of the Collateral and in the case of any
Asset Sale if Availability is less than $60,000,000 at the time of such Asset Sale, no less than
80% of the consideration therefor shall be paid in cash; and (iv) at the time of such Asset Sale
and after giving effect thereto, the aggregate sales price of all Asset Sales, together, since the
Closing Date shall not exceed, in the case of Asset Sales consisting of the Collateral, (A) if
availability is less than $60,000,000 at the time of such Asset Sale, 5% of the Consolidated Net
Tangible Assets of the Parent and its Subsidiaries determined in accordance with GAAP and (B) if
Availability is equal to or in excess of $60,000,000 at the time of such Asset Sale, 10% of the
Consolidated Net Tangible Assets of the Parent and its Subsidiaries determined in accordance with
GAAP, in each case as aggregated with all other Asset Sales occurring after the Closing Date;




               (d) Asset Sales of stores developed by any Credit Party in connection with Permitted
Sale-Leasebacks, provided that the proceeds of any such Permitted Sale-Leaseback shall be entirely
in cash and shall not be less than 100% of the fair market value of the property or equipment being
sold; and




               (e) dispositions listed on Schedule 7.3.



     7.4 Change Name. Except as specified in Schedule 7.4 as of the Closing Date, change
the name, FEIN, organizational identification number, state of organization or organizational
identity of any Credit Party; provided, however, that any Credit Party may change any of the
foregoing upon at least 30 days prior written notice to Agent of such change and so long as, at the
time of such written notification, such Credit Party provides any financing statements necessary to
perfect and continue perfected the Agent’s Liens.



     7.5 Nature of Business. Make any material change in the principal nature of its or
their business. Any change in the types of products sold or the methods or channels of
distribution shall not constitute a material change in the principal nature of the business of the
Credit Parties.



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     7.6 Amendments. Amend or otherwise change the terms of any Subordinated Indebtedness
if the effect of such amendment or other change is to increase the interest rate on such
Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are
due thereon, change any event of default or change any condition to an event of default with
respect thereto (other than to eliminate any such event of default or increase any grace period
related thereto or otherwise modify the same in a manner favorable to the Credit Parties), change
the redemption, prepayment or defeasance provisions thereof, change the subordination provisions
thereof (or of any guaranty thereof), or if the effect of any such amendment or change, together
with all other amendments or changes made, is to increase materially the obligations of the obligor
thereunder or to confer any additional rights on the
holders of such Indebtedness (or a trustee or representative on their behalf) which would be
adverse to any Credit Party or the Lenders.



     7.7 Change of Control. Cause, permit, or suffer, directly or indirectly, any Change
of Control.



     7.8 Distributions. Make or set apart any sum for any Restricted Payment, except that
(i) Parent may make regularly scheduled payments of interest in respect of the Senior Subordinated
Notes in accordance with the subordination provisions contained in the Indenture; (ii) any Credit
Party may make Restricted Payments to any other Credit Party; and (iii) Parent may make Restricted
Payments consisting of the repurchase of Parent stock in connection with the exercise of employee
stock options in the ordinary course of business on a basis that is “net of taxes” or any
equivalent gross exercise and repurchase to fund tax liabilities to the extent required under
applicable employee contractual arrangements.



     Notwithstanding the foregoing, Borrower or any Restricted Subsidiary may make any Restricted
Payment so long as (a) Availability after giving effect to such Restricted Payment is at least
$50,000,000 both before and as projected by the Borrower on a Pro Forma Basis for the three month
period following such Restricted Payment, (b) no Default or Event of Default is continuing or would
result therefrom and (c) such Restricted Payments are in an amount not to exceed the sum of (i)
$50,000,000 and (ii) the Applicable Amount in the aggregate at any time outstanding;
provided, that Borrower shall give Agent prompt notice of any such Restricted Payment in an
amount greater than $10,000,000.



     7.9 Accounting Methods; Fiscal Year. Modify or change (a) its fiscal year, or (b) its
method of accounting (other than as may be required to conform to GAAP or as otherwise permitted by
GAAP and disclosed to the Lenders and the Agent), in each case other than as set forth in Schedule
7.9.



     7.10 Investments. Directly or indirectly, make or acquire any Investment or incur any
liabilities (including contingent obligations) for or in connection with any Investment, except for
the following:




               (a) Investments existing on the date of this Agreement and disclosed on Schedule
7.10;



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               (b) Investments in cash and Cash Equivalents;




               (c) Investments in payment intangibles, chattel paper (each as defined in the Uniform
Commercial Code) and Accounts, notes receivable and similar items arising or acquired in the
ordinary course of business consistent with the past practice of the Group Members;




               (d) Investments received in settlement of amounts due to any Group Member effected in the
ordinary course of business;




               (e) Investments (i) among Credit Parties, (ii) among Qualified Restricted Subsidiaries,
(iii) among Restricted Subsidiaries that are not Qualified Restricted Subsidiaries or
Guarantors, (iv) from any Restricted Subsidiary to any Credit Party, (v) from any Credit Party
to any Qualified Restricted Subsidiary; provided, however, that at the date
of, and after giving effect to any such Investment made pursuant to this clause (e)(v) or
clause (i)(B) below, the Parent would be in compliance with the Consolidated Coverage Test for
the most recently ended Test Period, determined on a Pro Forma Basis, and provided further,
that, the aggregate outstanding amount of all such Investments permitted pursuant to this
clause (e)(v), together with all such Investments in Permitted Acquisitions permitted pursuant
to clause (i)(B) below, shall not exceed $250,000,000;




               (f) Investments in respect of (i) Hedge Agreements permitted under Section 7.18 and (ii)
any note hedge transaction entered into in connection with any issuance of Qualified
Refinancing Indebtedness;




               (g) loans or advances to employees of the Borrower or any Restricted Subsidiary in the
ordinary course of business as presently conducted other than any loans or advances that would
be in violation of Section 402 of the Sarbanes-Oxley Act; provided, however,
that the aggregate principal amount of all loans and advances permitted pursuant to this
clause (g) shall not exceed $10,000,000 at any time;




               (h) Obligations in respect of guarantees permitted by Section 7.1;




               (i) Investments in any Person that becomes a Credit Party or a Qualified Restricted
Subsidiary or in any assets that are acquired by a Credit Party or a Qualified Restricted
Subsidiary, in each case, in connection with any Permitted Acquisition consummated after the
Closing Date; provided, however, that at the date of, and after giving effect
to any such Investment made pursuant to this clause (i), the Parent would be in compliance
with the Consolidated Coverage Test for the most recently ended Test Period, determined on a
Pro Forma Basis, and provided further, that, (A) the fair market value (determined in good
faith by the Borrower) of such Investments (or portion thereof) in Persons that become Loan
Parties or in assets that are acquired by Loan Parties shall not exceed $500,000,000 in the
aggregate, except for any such Investment to the extent the consideration for which consists
of Qualified




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Capital Stock of the Parent and (B) the fair market value (determined in good faith by
the Borrower) of such Investments (or portion thereof) in Persons that become Qualified
Restricted Subsidiaries or in assets that are acquired by Qualified Restricted Subsidiaries
shall not, together with all such Investments permitted pursuant to clause (e)(v) above,
exceed $250,000,000 in the aggregate (it being understood that additional Investments in
connection with Permitted Acquisitions, including Investments in Restricted Subsidiaries that
are not Loan Parties or Qualified Restricted Subsidiaries, may be made in reliance on clause
(j) below);




               (j) Investments in an amount not to exceed at the date of, and after giving effect to
such Investment, the sum of (i) the greater of (a) $75,000,000 and (b) 2.5% of the Total
Assets of the Borrower and the Restricted Subsidiaries taken as a whole at such time and (ii)
the Applicable Amount in the aggregate at any time outstanding; provided, that
Availability after giving effect to such Investment is at least $50,000,000; and




               (k) Investments permitted by Section 7.1(o).



     7.11 Transactions with Affiliates. Other than as set forth on Schedule 7.11, the
Parent shall not, nor shall it permit Borrower or any Restricted Subsidiary to effect any
transaction with any of its respective Affiliates that is not a Restricted Subsidiary on a basis
less favorable to the Borrower or such Restricted Subsidiary than would at the time be obtainable
for a comparable transaction in arms-length dealing with an unrelated third party.



     7.12 Use of Proceeds. Use the proceeds of the Advances for any purpose other than (a)
on the Closing Date, to pay transactional fees, costs, and expenses incurred in connection with
this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and
(b) thereafter, consistent with the terms and conditions hereof, for its lawful and permitted
purposes.



     7.13 Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge



          Except pursuant to the Loan Documents and any agreements governing Purchase Money Indebtedness
or Capital Lease Obligations permitted by Section 7.1(l) (in the case of agreements permitted by
such clause, any prohibition or limitation shall only be effective against the assets financed
thereby), the Parent shall not, and shall not permit the Borrower or any of the Restricted
Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay
dividends or make any other distribution or transfer of funds or assets or make loans or advances
to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted
Subsidiary or (b) enter into or suffer to exist or become effective any agreement prohibiting or
limiting the ability of any Restricted Subsidiary, other than customary provisions in Joint Venture
agreements and other similar agreements relating solely to the securities, assets and revenues of
such Joint




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Venture, to create, incur, assume or suffer to exist any Lien upon any of its property,
assets
or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any
agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably
secured with the Obligations.




     7.14 Modification of Governing Documents



          The Parent shall not, nor shall it permit any Restricted Subsidiary to, change its capital
structure (including in the terms of its outstanding Stock) or otherwise amend its Governing
Documents, except for changes and amendments that do not materially affect the rights and
privileges of any Restricted Subsidiary and do not materially affect the interests of the Secured
Parties under the Loan Documents or in the Collateral.




     7.15 Modification of Related Documents.



          Alter, rescind, terminate, amend, supplement, waive or otherwise modify any provision of any
Related Document (except for modifications that do not materially affect the rights and privileges
of any Restricted Subsidiary under such Related Document and that do not materially affect the
interests of the Secured Parties (as defined in the Pledge and Security Agreement) under the Loan
Documents or in the Collateral).




     7.16 Sales and Lease-Backs. Directly or indirectly, enter into or become liable as
lessee or as a guarantor or other surety with respect to any lease of any property (whether real,
personal or mixed), whether now owned or hereafter acquired (a “Sale-Leaseback”), which such Credit
Party (a) has sold or transferred or is to sell or transfer to any other Person (other than a
Credit Party), or (b) intends to use for substantially the same purpose as any other property which
has been or is to be sold or transferred by such Credit Party to any Person (other than another
Credit Party) in connection with such lease; provided, however that a Credit Party may enter into
Sale-Leasebacks not involving the Collateral at market rates and subject to compliance with Section
7.3(b)(iv) provided that the aggregate amount of such Sale-Leasebacks since the Closing Date shall
not exceed $30,000,000 (“Permitted Sale-Leasebacks”). For the avoidance of doubt, Sale-Leasebacks
that result in Capital Leases shall be treated as Indebtedness for all purposes of this Agreement.



     7.17 Minimum Fixed Charge Coverage Ratio



          At any time that a Triggering Period has occurred and is continuing, Parent and its Restricted
Subsidiaries shall have on a consolidated basis at the end of each fiscal month, a Consolidated
Fixed Charge Coverage Ratio for the 12-month period then ended of not less than 1.0:1.0.




     7.18 No Speculative Transactions



          The Parent shall not, nor shall it permit any Restricted Subsidiary to, engage in any
speculative transaction or in any transaction involving Hedge Agreements except for the




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sole purpose of hedging in the normal course of business and consistent with industry practices;
provided, for the avoidance of doubt, the provisions of this Section 7.18 shall not
apply to (a) any note hedge transaction entered into in connection with the issuance of any
Qualified Refinancing Indebtedness or (b) any warrant transaction entered into concurrently with
any note hedge transaction described in clause (a) above.





	8.	 	EVENTS OF DEFAULT.





          Any one or more of the following events shall constitute an event of default (each, an
“Event of Default”) under this Agreement:




     8.1 If Borrower fails to pay (a) when due any installment of principal of any Obligations,
whether at stated maturity, by acceleration or otherwise, (b) when due any amount payable to
Issuing Lender in reimbursement of any drawing under a Letter of Credit; or (c) any interest on any
Obligations or any fee or any other amount due with respect to the Obligations within three (3)
Business Days after the date due;



     8.2 If Borrower:




               (a) fails to perform, keep, or observe any term, provision, condition, covenant, or
agreement contained in Sections 6.7(a), 6.11, and 7.1 through
7.18 of this Agreement;




               (b) fails or neglects to perform, keep, or otherwise observe any term, provision,
condition, covenant, or agreement contained in Sections 2.7(b), 2.7(g),
2.7(h), 2.7(i), 6.2 or 6.9 of this Agreement and such failure
continues for a period of 15 days; or




               (c) fails or neglects to perform, keep, or observe any other term, provision, condition,
covenant, or agreement contained in this Agreement, or in any of the other Loan Documents
(giving effect to any grace periods, cure periods, or required notices, if any, expressly
provided for in such Loan Documents), in each case, other than any such term, provision,
covenant, or agreement that is the subject of another provision of this Section 8 (in
which event such other provision of this Section 8 shall govern), and such failure continues
for a period of 30 days from the earlier of (a) a Responsible Officer of the Borrower becoming
aware of such failure or (b) notice thereof from Agent or a Lender;



     8.3 If any money judgment, writ or warrant of attachment or similar process involving
individually or in the aggregate, an amount in excess of $25,000,000 to the extent not adequately
covered by insurance shall be entered or filed against the Borrower, the Parent or any of the
Restricted Subsidiaries or any of their respective assets and shall remain unpaid, undischarged,
unvacated, unbonded or unstayed for a period of sixty (60) days;



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     8.4 If an Insolvency Proceeding is commenced by Borrower, Parent or any of the Restricted
Subsidiaries or Borrower admits in writing its inability to, or is generally unable to, pay its
debts as such debts become due;



     8.5 If an Insolvency Proceeding is commenced against Borrower, Parent, or any Restricted
Subsidiary, and any of the following events occur: (a) Borrower, Parent or such Restricted
Subsidiary consents to the institution of such Insolvency Proceeding against it, (b) the petition
commencing the Insolvency Proceeding is not timely controverted; provided, however, that, during
the pendency of such period, each member of the Lender Group shall be relieved of its obligations
to extend credit hereunder, (c) the petition commencing the Insolvency Proceeding is not dismissed
within 60 calendar days of the date of the filing thereof; provided, however, that, during the
pendency of such period, each member of the Lender Group shall be relieved of its obligations to
extend credit hereunder, (d) an interim trustee is appointed to take possession of all or any
substantial portion of the properties or assets of, or to operate all or any substantial portion of
the business of, Borrower, Parent or any Restricted Subsidiary, or (e) an order for relief shall
have been entered therein;



     8.6 If there is a default in one or more agreements to which Borrower, Parent, or any
Restricted Subsidiary is a party relative to Indebtedness of the Borrower, Parent, or any
Restricted Subsidiary having a principal amount in excess of $25,000,000, or more, and such default
(a) occurs at the final maturity of the obligations thereunder, or (b) results in a right by the
other party thereto, irrespective of whether exercised, to accelerate the maturity of the
obligations of the Borrower, Parent, or any Restricted Subsidiary thereunder or to terminate such
agreement;



     8.7 If any material misstatement or misrepresentation exists now or hereafter in any warranty,
representation, statement, or Record made to the Lender Group by any Credit Party, or any officer,
employee, agent, or director of any Credit Party;



     8.8 If this Agreement or any other Loan Document that purports to create a Lien, shall, for
any reason, fail or cease to create a valid and perfected and, except to the extent permitted by
the terms hereof or thereof, first priority Lien on or security interest in the Collateral covered
hereby or thereby; or



     8.9 Any provision of any Loan Document shall at any time for any reason be declared to be null
and void, or the validity or enforceability thereof shall be contested by Borrower, Parent, or any
Restricted Subsidiary, or a proceeding shall be commenced by Borrower, Parent, or any Restricted
Subsidiary, or by any Governmental Authority having jurisdiction over Borrower, Parent, or any
Restricted Subsidiary, seeking to establish the invalidity or unenforceability thereof, or
Borrower, Parent, or any Restricted Subsidiary shall deny that it has any liability or obligation
purported to be created under any Loan Document.



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	9.	 	THE LENDER GROUP’S RIGHTS AND REMEDIES.





     9.1 Rights and Remedies. Upon the occurrence, and during the continuation, of an
Event of Default, the Required Lenders (at their election but without notice of their election and
without demand) may authorize and instruct Agent to do any one or more of the following on behalf
of the Lender Group (and Agent, acting upon the instructions of the Required Lenders, shall do the
same on behalf of the Lender Group), all of which are authorized by each Credit Party:




               (a) Declare all Obligations (or any portion thereof), whether evidenced by this
Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable;




               (b) Cease (or restrict) advancing money or extending credit to or for the benefit of
Borrower under this Agreement, under any of the Loan Documents, or under any other agreement
between Borrower and the Lender Group;




               (c) Upon notice to Borrower (except with respect to an Event of Default under
Sections 8.4 or 8.5, in which case no notice shall be required), terminate this
Agreement and any of the other Loan Documents as to any future liability or obligation of the
Lender Group, but without affecting any of the Agent’s Liens in the Collateral and without
affecting the Obligations;




               (d) Settle or adjust disputes and claims directly with any Credit Party’s Account Debtors
for amounts and upon terms which Agent considers advisable, and in such cases, Agent will
credit Borrower’s Loan Account with only the net amounts received by Agent in payment of such
disputed Accounts after deducting all Lender Group Expenses incurred or expended in connection
therewith;




               (e) Cause any Credit Party to hold all of its returned Inventory in trust for the Lender
Group and segregate all such Inventory from all other assets of such Credit Party or in such
Credit Party’s possession;




               (f) Without notice to or demand upon any Credit Party, make such payments and do such
acts as Agent considers necessary or reasonable to protect its security interests in the
Collateral. Each Credit Party agrees to assemble the Collateral if Agent so requires, and to
make the Collateral available to Agent at a place that Agent may designate which is reasonably
convenient to both parties. Each Credit Party authorizes Agent to enter the premises where
the Collateral is located, to take and maintain possession of the Collateral, or any part of
it, and to pay, purchase, contest, or compromise any Lien that in Agent’s determination
appears to conflict with the Agent’s Liens in and to the Collateral and to pay all expenses
incurred in connection therewith and to charge Borrower’s Loan Account therefor. With respect
to any of any Credit Party’s owned or leased premises, each Credit Party hereby grants Agent a
license to enter into possession of such premises and to occupy the same, without charge, in
order



95









 







to exercise any of the Lender Group’s rights or remedies provided herein, at law, in
equity, or otherwise;




               (g) Without notice to any Credit Party (such notice being expressly waived), and without
constituting an acceptance of any collateral in full or partial satisfaction of an obligation
(within the meaning of the Code), set off and apply to the Obligations any and all (i)
balances and deposits of any Credit Party held by the Lender Group (including any amounts
received in the Cash Management Accounts), or (ii) Indebtedness at any time owing to or for
the credit or the account of any Credit Party held by the Lender Group;




               (h) Hold, as cash collateral, any and all balances and deposits of any Credit Party held
by the Lender Group, and any amounts received in the Cash Management Accounts, to secure the
full and final repayment of all of the Obligations;




               (i) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise
for sale, and sell (in the manner provided for herein) the Collateral. Each Credit Party
hereby grants to Agent a non-exclusive license or other right to use, without charge, such
Credit Party’s instruments and General Intangibles, including, without limitation, labels,
patents, copyrights, trade secrets, trade names, trademarks, service marks, and advertising
matter, merchandising systems, inventory locations, fixed assets or any property of a similar
nature, as it pertains to the Collateral, in completing production of, advertising for sale,
and selling any Collateral and such Credit Party’s rights under all licenses and all franchise
agreements shall inure to the Lender Group’s benefit;




               (j) Sell the Collateral at either a public or private sale, or both, by way of one or
more contracts or transactions, for cash or on terms, in such manner and at such places
(including any Credit Party’s premises) as Agent determines is commercially reasonable. It is
not necessary that the Collateral be present at any such sale;




               (k) Agent shall give notice of the disposition of the Collateral as follows:




     (i) Agent shall give Borrower on behalf of the Credit Parties, a notice in
writing of the time and place of public sale, or, if the sale is a private sale or
some other disposition other than a public sale is to be made of the Collateral, the
time on or after which the private sale or other disposition is to be made; and




     (ii) The notice shall be personally delivered or mailed, postage prepaid, to
Borrower as provided in Section 12, at least 10 days before the earliest
time of disposition set forth in the notice; no notice needs to be given prior to
the disposition of any portion of the Collateral that is perishable or



96









 







threatens to
decline speedily in value or that is of a type customarily sold on a recognized
market;




               (l) Agent, on behalf of the Lender Group, may credit bid and purchase at any public sale;




               (m) Agent may seek the appointment of a receiver or keeper to take possession of all or
any portion of the Collateral or to operate same and, to the maximum extent permitted by law,
may seek the appointment of such a receiver without the requirement of prior notice or a
hearing; and




               (n) The Lender Group shall have all other rights and remedies available at law or in
equity or pursuant to any other Loan Document.


; provided, however, that upon the occurrence of any Event of Default described in
Section 8.4 or Section 8.5, in addition to the remedies set forth above, without
any notice to any Credit Party or any other Person or any act by the Lender Group, the Commitments
shall automatically terminate and the Obligations then outstanding, together with all accrued and
unpaid interest thereon and all fees and all other amounts due under this Agreement and the other
Loan Documents, shall automatically and immediately become due and payable, without presentment,
demand, protest, or notice of any kind, all of which are expressly waived by each Credit Party.




     9.2 Remedies Cumulative. The rights and remedies of the Lender Group under this
Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender
Group shall have all other rights and remedies not inconsistent herewith as provided under the
Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed
an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing
waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.




	10.	 	TAXES AND EXPENSES.





          If any Credit Party fails to pay any monies (whether taxes, assessments, insurance premiums,
or, in the case of leased properties or assets, rents or other amounts payable under such leases)
due to third Persons, or fails to make any deposits or furnish any required proof of payment or
deposit, all as required under the terms of this Agreement, then, Agent, in its sole discretion and
without prior notice to Borrower, may do any or all of the following: (a) make payment of the same
or any part thereof, (b) set up such Reserves in Borrower’s Loan Account as Agent deems necessary
to protect the Lender Group from the exposure created by such failure, or (c) in the case of the
failure to comply with Section 6.7 hereof, obtain and maintain insurance policies of the
type described in Section 6.7 and take any action with respect to such policies as Agent
deems prudent. Any such amounts paid by Agent shall constitute Lender Group Expenses and any such
payments shall not constitute an agreement by the Lender Group to make similar payments in the
future or a waiver by the




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Lender Group of any Event of Default under this Agreement. Agent need
not inquire as to, or contest the validity of, any such expense, tax, or Lien and the receipt of
the usual official notice for the payment thereof shall be conclusive evidence that the same was
validly due and owing.





	11.	 	WAIVERS; INDEMNIFICATION.





     11.1 Demand; Protest; etc. Each Credit Party waives demand, protest, notice of
protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity,
release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper,
and guarantees at any time held by the Lender Group on which each such Credit Party may in any way
be liable.



     11.2 The Lender Group’s Liability for Collateral. Each Credit Party hereby agrees
that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group
shall not in any way or manner be liable or responsible for: (i) the safekeeping of the
Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any
cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier,
warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or
destruction of the Collateral shall be borne by the Credit Parties.



     11.3 Indemnification. Each Credit Party shall jointly and severally pay, indemnify,
defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant (each,
an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and
all claims, demands, suits, actions, investigations, proceedings, and damages, and all reasonable
attorneys fees and disbursements and other costs and expenses actually incurred in connection
therewith (as and when they are incurred and irrespective of whether suit is brought), at any time
asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of
or related to the execution, delivery, enforcement, performance, or administration (including any
restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents,
or the transactions contemplated hereby or thereby or the monitoring of each Credit Party’s
compliance with the terms of the Loan Documents, and (b) with respect to any investigation,
litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the
proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a
party thereto), or any act, omission, event, or circumstance in any manner related thereto (all the
foregoing, collectively, the “Indemnified Liabilities”). The foregoing to the contrary
notwithstanding, no Credit Party shall have any obligation to any Indemnified Person under this
Section 11.3 with respect to any Indemnified Liability that a court of competent jurisdiction
finally determines to have resulted from the gross negligence (as opposed to negligence) or willful
misconduct of such Indemnified Person. This provision shall survive the termination of this
Agreement and the repayment of the Obligations. If any Indemnified Person makes any payment to any
other Indemnified Person with respect to an Indemnified Liability as to which any Credit Party was
required to indemnify the



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Indemnified Person receiving such payment, the Indemnified Person making
such payment is entitled to be indemnified and reimbursed by such Credit Party with respect
thereto.




	12.	 	NOTICES.





          Unless otherwise provided in this Agreement, all notices or demands by the Credit Parties or
Agent to the other relating to this Agreement or any other Loan Document shall be in writing and
(except for financial statements and other informational documents which may be sent by first-class
mail, postage prepaid) shall be personally delivered or sent by registered or certified mail
(postage prepaid, return receipt requested), overnight courier, electronic mail (at such email
addresses as Borrower or Agent, as applicable, may designate to each other in accordance herewith),
or telefacsimile to the Credit Parties or Agent, as the case may be, at its address set forth
below:




	 	 	 

	If to any Credit Party:
	 	COLLECTIVE BRANDS FINANCE, INC.
	 
	 	3231 Southeast Sixth Avenue
	 
	 	Topeka, Kansas  66607-2207
	 
	 	Attn:  General Counsel
	 
	 	Fax No. (785) 368-7524
	 
	 	 
	With a copy to:
	 	SULLIVAN & CROMWELL LLP
	 
	 	1888 Century Park East, 21st Floor
	 
	 	Los Angeles, California 90067
	 
	 	Attn:  Hydee Feldstein
	 
	 	Fax No. (310) 712-8800
	 
	 	 
	If to Agent:
	 	WELLS FARGO RETAIL FINANCE, LLC
	 
	 	One Boston Place, 18th Floor
	 
	 	Boston, Massachusetts, 02108
	 
	 	Attn:  Jennifer Cann
	 
	 	Fax No. (617) 523-4032
	 
	 	 
	With a copy to:
	 	WINSTON & STRAWN LLP
	 
	 	35 West Wacker Drive
	 
	 	Chicago, Illinois 60601
	 
	 	Attn:  Matthew D. O’Meara
	 
	 	Fax No. (312) 558-7500






          Agent and any Credit Party may change the address at which they are to receive notices
hereunder, by notice in writing in the foregoing manner given to the other party. All notices or
demands sent in accordance with this Section 12, other than notices by Agent in


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connection
with enforcement rights against the Collateral under the provisions of the Code, shall be deemed
received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof
in the mail. Each Credit Party acknowledges and agrees that notices sent by the Lender Group in
connection with the exercise of enforcement rights against Collateral under the provisions of the
Code shall be deemed sent when deposited in the mail or personally delivered, or, where permitted
by law, transmitted by telefacsimile or any other method set forth above.





	13.	 	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.






               (a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY
PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE
PARTIES HERETO AND THERETO WITH RESPECT TO ALL
MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




               (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND
FEDERAL COURTS LOCATED IN NEW YORK COUNTY IN THE STATE OF NEW YORK, PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY
MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO
BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE CREDIT
PARTIES AND THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT
EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO
OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION
13(b).




               (c) EACH OF THE CREDIT PARTIES AND THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN
DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH OF THE
CREDIT PARTIES AND THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS



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JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.




	14.	 	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.





     14.1 Assignments and Participations.




               (a) Any Lender may assign and delegate to one or more assignees (each an
“Assignee”) that are Eligible Transferees all, or any ratable part of all, of the
Obligations, the Commitments and the other rights and obligations of such Lender hereunder and
under the other Loan Documents, in a minimum amount of $5,000,000; provided,
however, that Borrower and Agent may continue to deal solely and directly with such
Lender in connection with the interest so assigned to an Assignee until (i)
written notice of such assignment, together with payment instructions, addresses, and
related information with respect to the Assignee, have been given to Borrower and Agent by
such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and
Agent an Assignment and Acceptance, and (iii) the assignor Lender or Assignee has paid to
Agent for Agent’s separate account a processing fee in the amount of $5,000. Anything
contained herein to the contrary notwithstanding, the payment of any fees shall not be
required and the Assignee need not be an Eligible Transferee if such assignment is in
connection with any merger, consolidation, sale, transfer, or other disposition of all or any
substantial portion of the business or loan portfolio of the assigning Lender.




               (b) From and after the date that Agent notifies the assignor Lender (with a copy to
Borrower) that it has received an executed Assignment and Acceptance and payment of the
above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to
the extent that rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan
Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations
hereunder and under the other Loan Documents have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3
hereof) and be released from any future obligations under this Agreement (and in the case of
an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement and the other Loan Documents, such Lender shall
cease to be a party hereto and thereto), and such assignment shall effect a novation between
Borrower and the Assignee; provided, however, that nothing contained herein
shall release any assigning Lender from obligations that survive the termination of this
Agreement, including such assigning Lender’s obligations under Article 16 and
Section 17.8 of this Agreement.



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               (c) By executing and delivering an Assignment and Acceptance, the assigning Lender
thereunder and the Assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such
assigning Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such
assigning Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of Borrower or the performance or observance by Borrower of
any of its obligations under this Agreement or any other Loan Document furnished pursuant
hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together
with such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will,
independently and without reliance upon Agent, such assigning Lender or any other Lender, and
based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and
authorizes Agent to take such actions and to exercise such powers under this Agreement as are
delegated to Agent, by the terms hereof, together with such powers as are reasonably
incidental thereto, and (6) such Assignee agrees that it will perform all of the obligations
which by the terms of this Agreement are required to be performed by it as a Lender.




               (d) Immediately upon Agent’s receipt of the required processing fee payment and the fully
executed Assignment and Acceptance, this Agreement shall be deemed to be amended to the
extent, but only to the extent, necessary to reflect the addition of the Assignee and the
resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each
Assignee shall reduce such Commitments of the assigning Lender pro tanto.




               (e) Any Lender may at any time, with the written consent of Agent, sell to one or more
commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a
“Participant”) participating interests in its Obligations, the Commitment, and the
other rights and interests of that Lender (the “Originating Lender”) hereunder and
under the other Loan Documents (provided that no written consent of Agent shall be required in
connection with any sale of any such participating interests by a Lender to an Eligible
Transferee); provided, however, that (i) the Originating Lender shall remain a
“Lender” for all purposes of this Agreement and the other Loan Documents and the Participant
receiving the participating interest in the Obligations, the Commitments, and the other rights
and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or
under the other Loan Documents and the Originating Lender’s obligations under this Agreement
shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the



102









 







performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal
solely and directly with the Originating Lender in connection with the Originating Lender’s
rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall
transfer or grant any participating interest under which the Participant has the right to
approve any amendment to, or any consent or waiver with respect to, this Agreement or any
other Loan Document, except to the extent such amendment to, or consent or waiver with respect
to this Agreement or of any other Loan Document would (A) extend the final maturity date of
the Obligations hereunder in which such Participant is participating, (B) reduce the interest
rate applicable to the Obligations hereunder in which such Participant is participating, (C)
release all or substantially all of the Collateral or guaranties (except to the extent
expressly provided herein or in any of the Loan Documents) supporting the Obligations
hereunder in which such Participant is participating, (D) postpone the payment of, or reduce
the amount of, the interest or fees payable to such Participant through such Lender, or (E)
change the amount or due dates of scheduled principal repayments or prepayments or premiums,
and (v) all amounts payable by Borrower hereunder shall be determined as if such Lender had
not sold such participation, except that, if amounts outstanding under this
Agreement are due and unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, each Participant shall be deemed to have
the right of set-off in respect of its participating interest in amounts owing under this
Agreement to the same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement. The rights of any Participant only shall be
derivative through the Originating Lender with whom such Participant participates and no
Participant shall have any rights under this Agreement or the other Loan Documents or any
direct rights as to the other Lenders, Agent, Borrower, the Collections of any Credit Party,
the Collateral, or otherwise in respect of the Obligations. No Participant shall have the
right to participate directly in the making of decisions by the Lenders among themselves.
Notwithstanding the foregoing, for purposes of Section 16.11, a Participant shall be
treated as a Lender that is an assignee of the Originating Lender.




               (f) In connection with any such assignment or participation or proposed assignment or
participation, a Lender may, subject to the provisions of Section 18.8, disclose all
documents and information which it now or hereafter may have relating to Borrower and its
Subsidiaries and their respective businesses.




               (g) Any other provision in this Agreement notwithstanding, any Lender may at any time
create a security interest in, or pledge, all or any portion of its rights under and interest
in this Agreement, including without limitation, in favor of any Federal Reserve Bank in
accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR
§203.24 (and such Federal Reserve Bank may enforce such pledge or security interest in any
manner permitted under applicable law).



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               (h) Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one
of its offices in the United States a copy of each Assignment and Acceptance delivered to it
and a register for the recordation of the names and addresses of each Lender, and the
Revolving Commitments of, and principal amount of the Advances owing to, such Lender pursuant
to the terms hereof. The entries in such register shall be conclusive, and Borrower, Agent
and Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. Such register shall be available for inspection by Borrower and any Lender, at any
reasonable time upon reasonable prior notice to Agent.



     14.2 Successors. This Agreement shall bind and inure to the benefit of the
respective successors and assigns of each of the parties; provided, however, that no Credit Party
may assign this Agreement or any rights or duties hereunder without the Lenders’ prior written
consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment
by the Lenders shall release any Credit Party from its Obligations. A Lender may assign this
Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant
to Section 14.1 hereof and, except as expressly required pursuant to
Section 14.1 hereof, no consent or approval by any Credit Party is required in connection with
any such assignment.




	15.	 	AMENDMENTS; WAIVERS.





     15.1 Amendments and Waivers. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent with respect to any departure by any Credit
Party therefrom, shall be effective unless the same shall be in writing and signed by the Required
Lenders (or by Agent at the written request of the Required Lenders) and each Credit Party and then
any such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such waiver, amendment, or consent shall,
unless in writing and signed by all of the Lenders affected thereby and each Credit Party, do any
of the following:




               (a) increase or extend any Commitment of any Lender,




               (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any
payment of principal, interest, fees, or other amounts due hereunder or under any other Loan
Document,




               (c) reduce the principal of, or the rate of interest on, any loan or other extension of
credit hereunder, or reduce any fees or other amounts payable hereunder or under any other
Loan Document,




               (d) change the percentage of the Commitments that is required to take any action
hereunder,



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               (e) amend or modify this Section or any provision of the Agreement providing for consent
or other action by all Lenders,




               (f) release the Collateral other than as permitted by Section 16.12,




               (g) change the definition of “Required Lenders” or “Pro Rata Share”,




               (h) contractually subordinate any of the Agent’s Liens other than with respect to a
release of the Collateral otherwise permitted by Section 16.12,




               (i) release any Credit Party from any obligation for the payment of money, other than,
with respect to any Credit Party other than the Parent, Borrower or Payless Missouri, as would
be permitted with respect to a release of the Collateral permitted by Section 16.12,
or




               (j) change the definition of Borrowing Base or the definitions of Eligible Accounts,
Eligible Inventory, Eligible In-Transit Inventory, Eligible Landed Inventory, Maximum Revolver
Amount, or change Section 2.1(b) (provided that
Agent’s establishment and adjustment of the Reserves as permitted by Section
2.1(b) shall not be considered a change for purposes of this Section 15.1(j)),




               (k) amend any of the provisions of Section 16, or




               (l) amend Section 7.14,


and, provided further, however, that no amendment, waiver or consent shall, unless
in writing and signed by Agent, Issuing Lender, or Swing Lender, as applicable, affect the rights
or duties of Agent, Issuing Lender, or Swing Lender, as applicable, under this Agreement or any
other Loan Document. The foregoing notwithstanding, any amendment, modification, waiver, consent,
termination, or release of, or with respect to, any provision of this Agreement or any other Loan
Document that relates only to the relationship of the Lender Group among themselves, and that does
not affect the rights or obligations of any Credit Party, shall not require consent by or the
agreement of such Credit Party. For purposes of clarification, other than as required by
Section 2.2, no Lender consent will be required with respect to the Revolver Increase
(other than the requirement for any individual Lender to increase its Commitment hereunder).




     15.2 Replacement of Holdout Lender.




               (a) (i) If any action to be taken by the Lender Group or Agent hereunder requires the
unanimous consent, authorization, or agreement of all Lenders, and a Lender fails to give its
consent, authorization, or agreement or (ii) if any Lender gives notice to Borrower pursuant
to Section 2.14 (in each case, a “Holdout Lender”), then Borrower or Agent,
upon at least 5 Business Days prior irrevocable notice to the



105









 







Holdout Lender, may permanently
replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement
Lender”), and the Holdout Lender shall have no right to refuse to be replaced hereunder.
Such notice to replace the Holdout Lender shall specify an effective date for such
replacement, which date shall not be later than 15 Business Days after the date such notice is
given.




               (b) Prior to the effective date of such replacement, the Holdout Lender and each
Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the
Holdout Lender being repaid its share of the outstanding Obligations (including an assumption
of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of
any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any
such Assignment and Acceptance prior to the effective date of such replacement, the Holdout
Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The
replacement of any Holdout Lender shall be made in accordance with the terms of Section
14.1. Until such time as the Replacement Lenders shall have acquired all of the
Obligations, the Commitments, and the other rights and obligations of the Holdout Lender
hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to
make the Holdout Lender’s Pro Rata Share of Advances and to
purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata
Share of the Risk Participation Liability of such Letter of Credit.



     15.3 No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise
any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or
any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any
Lender will be effective unless it is in writing, and then only to the extent specifically stated.
No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s
rights thereafter to require strict performance by each Credit Party of any provision of this
Agreement. Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will
be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.




	16.	 	AGENT; THE LENDER GROUP.





     16.1 Appointment and Authorization of Agent. Each Lender hereby designates and
appoints WFRF as its representative under this Agreement and the other Loan Documents and each
Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents
on its behalf and to take such other action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties as are expressly
delegated to Agent by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. Agent agrees to act as such on the express conditions
contained in this Section 16. The provisions of this Section 16 (other than Section 16.11 and the
release provisions in Section 16.12) are solely for the benefit of Agent, and the Lenders, and the
Credit Parties shall have



106









 




no rights as a third party beneficiary of any of the provisions contained
herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan
Document notwithstanding, Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against
Agent; it being expressly understood and agreed that the use of the word “Agent” is for convenience
only, that WFRF is merely the representative of the Lenders, and only has the contractual duties
set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall have and
may use its sole discretion with respect to exercising or refraining from exercising any
discretionary rights or taking or refraining from taking any actions that Agent expressly is
entitled to take or assert under or pursuant to this Agreement and the other Loan Documents.
Without limiting the generality of the foregoing, or of any other provision of the Loan Documents
that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise
the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with
its customary business practices, ledgers and records reflecting the status of the Obligations, the
Collateral, the Collections of each Credit Party, and related matters, (b) execute or file any and
all financing or similar statements or notices, amendments, renewals, supplements, documents,
instruments, proofs of claim, notices and other written agreements with respect to the Loan
Documents, (c) make Advances, for itself or on behalf of Lenders as provided in the Loan
Documents, (d) exclusively receive, apply, and distribute the Collections of each Credit Party as
provided in the Loan Documents, (e) open and maintain such bank accounts and cash management
arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the
foregoing purposes with respect to the Collateral and the Collections of each Credit Party, (f)
perform, exercise, and enforce any and all other rights and remedies of the Lender Group with
respect to each Credit Party, the Obligations, the Collateral, the Collections of each Credit
Party, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay
such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and
fulfillment of its functions and powers pursuant to the Loan Documents.




     16.2 Delegation of Duties. Agent may execute any of its duties under this Agreement
or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as
long as such selection was made without gross negligence or willful misconduct.



     16.3 Liability of Agent. None of the Agent-Related Persons shall (i) be liable for
any action taken or omitted to be taken by any of them under or in connection with this Agreement
or any other Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct), or (ii) be responsible in any manner to any of the Lenders for
any recital, statement, representation or warranty made by any Credit



107









 







Party, or any officer or
director thereof, contained in this Agreement or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received by Agent under or
in connection with, this Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any
failure of any Credit Party or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the agreements contained in,
or conditions of, this Agreement or any other Loan Document, or to inspect the Books or properties
of any Credit Party or the books or records or properties of any Credit Party or its Affiliates.



     16.4 Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected
in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or conversation
believed by it to be genuine and correct and to have been signed, sent, or made by the proper
Person or Persons, and upon advice and statements of legal counsel (including counsel to any Credit
Party or counsel to any Lender), independent accountants and other experts selected by Agent.
Agent shall be fully justified in failing or refusing to take any action under this Agreement or
any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders
as it deems appropriate and until such instructions are received, Agent shall act, or refrain from
acting, as it deems advisable. If Agent so requests, it shall
first be indemnified to its reasonable satisfaction by the Lenders against any and all
liability and expense that may be incurred by it by reason of taking or continuing to take any such
action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or consent of the requisite
Lenders and such request and any action taken or failure to act pursuant thereto shall be binding
upon all of the Lenders.



     16.5 Notice of Default or Event of Default. Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except with respect to
defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for
the account of the Lenders and, except with respect to Events of Default of which Agent has actual
knowledge, unless Agent shall have received written notice from a Lender or Borrower referring to
this Agreement, describing such Default or Event of Default, and stating that such notice is a
“notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or
of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual
knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of
such Event of Default. Each Lender shall be solely responsible for giving any notices to its
Participants, if any. Subject to Section 16.4, Agent shall take such action with respect to such
Default or Event of Default as may be requested by the Required Lenders in accordance with Section
9; provided, however, that unless and until Agent has received any such request, Agent may (but
shall not be obligated to) take such action, or refrain from taking such action, with respect to
such Default or Event of Default as it shall deem advisable.



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     16.6 Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons
has made any representation or warranty to it, and that no act by Agent hereinafter taken,
including any review of the affairs of any Credit Party or its Affiliates, shall be deemed to
constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender
represents to Agent that it has, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it has deemed appropriate, made its own appraisal of
and investigation into the business, prospects, operations, property, financial and other condition
and creditworthiness of each Credit Party and any other Person party to a Loan Document, and all
applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own
decision to enter into this Agreement and to extend credit to Borrower. Each Lender also
represents that it will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action under this Agreement
and the other Loan Documents, and to make such investigations as it deems necessary to inform
itself as to the business, prospects, operations, property, financial and other condition and
creditworthiness of each Credit Party and any other Person party to a Loan Document. Except for
notices, reports, and other documents expressly herein required to be furnished to the Lenders by
Agent and the Borrowing Base Certificate, Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of
any Credit Party and any other Person party to a Loan Document that may come into the
possession of any of the Agent-Related Persons.



     16.7 Costs and Expenses; Indemnification. Agent may incur and pay Lender Group
Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and
fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including
court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors,
consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees
and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral,
whether or not any Credit Party is obligated to reimburse Agent or Lenders for such expenses
pursuant to the Loan Agreement or otherwise. Agent is authorized and directed to deduct and retain
sufficient amounts from the Collections of each Credit Party received by Agent to reimburse Agent
for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In
the event Agent is not reimbursed for such costs and expenses from the Collections of each Credit
Party received by Agent, each Lender hereby agrees that it is and shall be obligated to pay to or
reimburse Agent for the amount of such Lender’s Pro Rata Share thereof. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the
Agent-Related Persons (to the extent not reimbursed by or on behalf of any Credit Party and without
limiting the obligation of any Credit Party to do so), according to their Pro Rata Shares, from and
against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for
the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting
solely from such Person’s gross negligence



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or willful misconduct nor shall any Lender be liable for
the obligations of any Defaulting Lender in failing to make an Advance or other extension of credit
hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for
such Lender’s Pro Rata Share of any costs or out-of-pocket expenses (including attorneys,
accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the
preparation, execution, delivery, administration, modification, amendment, or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or
referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of
a Credit Party. The undertaking in this Section shall survive the payment of all Obligations
hereunder and the resignation or replacement of Agent.



     16.8 Agent in Individual Capacity. WFRF and its Affiliates may make loans to, issue
letters of credit for the account of, accept deposits from, acquire equity interests in, and
generally engage in any kind of banking, trust, financial advisory, underwriting, or other business
with any Credit Party and its Affiliates and any other Person party to any Loan Documents as though
WFRF were not Agent hereunder, and, in each case, without notice to or consent of the other members
of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such
activities, WFRF or its Affiliates may receive information regarding any Credit Party or its
Affiliates and any other Person party to any Loan Documents that is subject to confidentiality
obligations in favor of such Credit Party or
such other Person and that prohibit the disclosure of such information to the Lenders, and the
Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such
confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain),
Agent shall not be under any obligation to provide such information to them. The terms “Lender”
and “Lenders” include WFRF in its individual capacity.



     16.9 Successor Agent. Agent may resign as Agent upon 45 days notice to the
Lenders and Borrower. If Agent resigns under this Agreement, the Required Lenders shall, in
consultation with Borrower, appoint a successor Agent for the Lenders. If no successor Agent is
appointed and shall have accepted such appointment prior to the effective date of the resignation
of Agent, Agent may appoint, after consulting with the Lenders and Borrower, a successor Agent. If
Agent has materially breached or failed to perform any material provision of this Agreement or of
applicable law, the Required Lenders may agree in writing to remove and replace Agent with a
successor Agent from among the Lenders chosen in consultation with Borrower. In any such event
(whether an appointment by Agent or by the Required Lenders) described in the two immediately
preceding sentences, upon the acceptance of its appointment as successor Agent hereunder, such
successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the
term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and
duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent,
the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Agent under this Agreement. If no successor Agent has accepted




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appointment as Agent by the date which is 45 days following a retiring Agent’s notice of
resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the
Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders
appoint a successor Agent as provided for above.




     16.10 Lender in Individual Capacity. Any Lender and its respective Affiliates may
make loans to, issue letters of credit for the account of, accept deposits from, acquire equity
interests in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with any Credit Party and its Affiliates and any other Person party to any Loan
Documents as though such Lender were not a Lender hereunder without notice to or consent of the
other members of the Lender Group. The other members of the Lender Group acknowledge that,
pursuant to such activities, such Lender and its respective Affiliates may receive information
regarding any Credit Party or its Affiliates and any other Person party to any Loan Documents that
is subject to confidentiality obligations in favor of such Credit Party or such other Person and
that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that,
in such circumstances (and in the absence of a waiver of such confidentiality obligations, which
waiver such Lender will use its reasonable best efforts to obtain), such Lender not shall be under
any obligation to provide such information to them. With respect to the Swing Loans and Agent
Advances, Swing Lender shall have the same rights and powers under this Agreement as any other
Lender and may exercise the same as though it were not the sub-agent of Agent.



     16.11 Withholding Taxes.




               (a) If any Lender is a “foreign person” within the meaning of the IRC and such Lender
claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of
the IRC, such Lender agrees with and in favor of Agent and Borrower, to deliver to Agent and
Borrower:




     (i) if such Lender claims an exemption from withholding tax pursuant to its
portfolio interest exception, (A) a statement of the Lender, signed under penalty of
perjury, that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of the
IRC, (II) a 10% shareholder of Borrower (within the meaning of Section 871(h)(3)(B)
of the IRC), or (III) a controlled foreign corporation related to Borrower within
the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and
executed IRS Form W-8BEN, before the first payment of any interest under this
Agreement to the Lender and at any other time reasonably requested by Agent or
Borrower;




     (ii) if such Lender claims an exemption from, or a reduction of, withholding
tax under a United States tax treaty, properly completed and executed IRS Form
W-8BEN before the first payment of any interest to the Lender under this Agreement
and at any other time reasonably requested by Agent or Borrower;



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     (iii) if such Lender claims that interest paid under this Agreement is exempt
from United States withholding tax because it is effectively connected with a United
States trade or business of such Lender, two properly completed and executed copies
of IRS Form W-8ECI before the first payment of any interest to the Lender is due
under this Agreement and at any other time reasonably requested by Agent or
Borrower; and




     (iv) such other form or forms as may be required under the IRC or other laws of
the United States as a condition to exemption from, or reduction of, United States
withholding tax, as reasonably requested by Agent or Borrower at times reasonably
requested by Agent or Borrower.


Such Lender agrees promptly to notify Agent and Borrower of any change in circumstances which would
modify or render invalid any claimed exemption or reduction.





               (b) If any Lender claims exemption from, or reduction of, withholding tax under a United
States tax treaty by providing IRS Form W-8BEN and such Lender sells, assigns, grants a
participation in, or otherwise transfers all or part of the Obligations of Borrower to such
Lender, such Lender agrees to notify Agent of the percentage amount in which it is no longer
the beneficial owner of Obligations of Borrower to such Lender. To the extent of such
percentage amount, Agent will treat such Lender’s IRS Form W-8BEN as no longer valid.




               (c) Subject to Section 16.11(e), if any Lender is entitled to a reduction in the
applicable withholding tax, Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable withholding tax after taking into account such reduction.
If the forms or other documentation required by subsection (a) of this Section are not
delivered to Agent, then Agent may withhold from any interest payment to such Lender not
providing such forms or other documentation an amount equivalent to the applicable withholding
tax.




               (d) If the IRS or any other Governmental Authority of the United States or other
jurisdiction asserts a claim that Agent did not properly withhold tax from amounts paid to or
for the account of any Lender (because the appropriate form was not delivered, was not
properly executed, or because such Lender failed to notify Agent of a change in circumstances
which rendered the exemption from, or reduction of, withholding tax ineffective, or for any
other reason) such Lender shall indemnify and hold Agent harmless for all amounts paid,
directly or indirectly, by Agent as tax or otherwise, including penalties and interest, and
including any taxes imposed by any jurisdiction on the amounts payable to Agent under this
Section, together with all costs and expenses (including attorneys fees and expenses). The
obligation of the Lenders under this subsection shall survive the payment of all Obligations
and the resignation or replacement of Agent.



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               (e) All payments made by Borrower hereunder or under any note will be made without
setoff, counterclaim, or other defense, except as required by applicable law other than for
Taxes (as defined below). To the extent permitted by applicable law, all such payments will
be made free and clear of, and without deduction or withholding for, any present or future
taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or
hereafter imposed by any jurisdiction (other than the United States) or by any political
subdivision or taxing authority thereof or therein (other than of the United States) with
respect to such payments (but excluding, any tax imposed by any jurisdiction or by any
political subdivision or taxing authority thereof or therein (i) measured by or based on the
net income or net profits of a Lender, or (ii) to the extent that such tax results from a
change in the circumstances of the Lender, including a change in the residence, place of
organization, or principal place of business of the Lender, or a change in the branch or
lending office of the Lender participating in the transactions set forth herein) and all
interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes,
levies, imposts, duties, fees, assessments or other charges being referred to collectively as
“Taxes”). If any Taxes are so levied or imposed, Borrower agrees to pay the full
amount of such Taxes, and such additional amounts as may be necessary so that every payment of
all amounts due under this Agreement or under any note, including any amount paid pursuant to
this Section 16.11(e) after withholding or deduction for or on account of any Taxes,
will not be less than the amount provided for herein; provided, however, that
Borrower shall not be required to increase any such amounts payable to Agent or any Lender (i)
that is not organized under the laws of the United States, if such Person fails to comply with
the other requirements of this Section 16.11, (ii) if the increase in such amount
payable results from Agent’s or such Lender’s own willful misconduct or gross negligence or
(iii) as provided in Section 16.11(f). Borrower will furnish to Agent as promptly as
possible after the date the payment of any Taxes is due pursuant to applicable law certified
copies of tax receipts evidencing such payment by Borrower.




               (f) Notwithstanding anything in this Section 16.11, Borrower will not be required
to make payments under this Section 16.11 (including any increased payments under
Section 16.11(e)) with respect to taxes that are imposed on amounts payable to the
Lender at the time the Lender becomes a party to this Agreement (or designates a new lending
office outside the United States), except to the extent that such Lender (or its assignor, if
any) was entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from Borrower with respect to such withholding tax pursuant to
Section 16.11.




               (g) If any payment by the Borrower is made to or for the account of the Lender after
deduction for or on account of any Taxes, and increased payments are made by Borrower pursuant
to this Section 16.11, then, if the Lender reasonably determines that it has received
or been granted a refund of, credit against or remission of such Taxes, such Lender shall
reimburse to Borrower such amount as such Lender shall determine to be attributable to the
relevant Taxes or deduction or withholding;



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provided, that (i) such Lender shall not be obligated to disclose to Borrower any
information regarding its tax affairs and computations, and (ii) nothing herein shall be
construed so as to interfere with the right of such Lender to arrange its tax affairs as it
deems appropriate. If the Lender reasonably determines that a refund or credit is disallowed
or reduced, Borrower shall promptly reimburse the Lender to the extent of such disallowance or
reduction (and any interest paid to any applicable taxing authority).



     16.12 Collateral Matters.




               (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole
discretion (it being understood that such release shall be mandatory under the circumstances
described in clauses (ii) and (iv) below if no Event of Default has occurred and is continuing
at the time of such circumstances described in clause (ii) and (iv) below), to release any
Lien on any Collateral (i) upon the termination of the Commitments and payment and
satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or
disposed of if a release is required or desirable in connection therewith and if Borrower
certifies to Agent that the sale or disposition is permitted under Section 7.3 of this
Agreement or the other Loan Documents (and Agent may rely conclusively on any such
certificate, without further inquiry) in which case Agent shall release such Collateral at the
request of Borrower, (iii) constituting property in which no Credit Party owned any interest
at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) constituting
property leased to any Credit Party under a lease that has expired or is terminated in a
transaction permitted under this Agreement. Except as provided above, Agent will not execute
and deliver a release of any Lien on any Collateral without the prior written authorization of
(y) if the release is of all or substantially all of the Collateral, all of the Lenders, or
(z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the
Lenders will confirm in writing Agent’s authority to release any such Liens on particular
types or items of Collateral pursuant to this Section 16.12; provided,
however, that (1) Agent shall not be required to execute any document necessary to
evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or
create any obligation or entail any consequence other than the release of such Lien without
recourse, representation, or warranty, and (2) such release shall not in any manner discharge,
affect, or impair the Obligations or any Liens (other than those expressly being released)
upon (or obligations of any Credit Party in respect of) all interests retained by each Credit
Party, including, the proceeds of any sale, all of which shall continue to constitute part of
the Collateral.




               (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the
Collateral exists or is owned by a Credit Party or is cared for, protected, or insured or has
been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully
created, perfected, protected, or enforced or are entitled to any particular priority, or to
exercise at all or in any particular manner or



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under any duty of care, disclosure or fidelity, or to continue exercising, any of the
rights, authorities and powers granted or available to Agent pursuant to any of the Loan
Documents, it being understood and agreed that in respect of the Collateral, or any act,
omission, or event related thereto, subject to the terms and conditions contained herein,
Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own
interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no
other duty or liability whatsoever to any Lender as to any of the foregoing, except as
otherwise provided herein.



     16.13 Restrictions on Actions by Lenders; Sharing of Payments.




               (a) Each of the Lenders agrees that it shall not, without the express written consent of
Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written
request of Agent, set off against the Obligations, any amounts owing by such Lender to
Borrower or any deposit accounts of any Credit Party now or hereafter maintained with such
Lender. Each of the Lenders further agrees that it shall not, unless specifically requested
to do so in writing by Agent, take or cause to be taken any action, including, the
commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise
enforce any security interest in, any of the Collateral.




               (b) If, at any time or times any Lender shall receive (i) by payment, foreclosure,
setoff, or otherwise, any proceeds of the Collateral or any payments with respect to the
Obligations, except for any such proceeds or payments received by such Lender from Agent
pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such
Lender’s ratable portion of all such distributions by Agent, such Lender promptly shall (1)
turn the same over to Agent, in kind, and with such endorsements as may be required to
negotiate the same to Agent, or in immediately available funds, as applicable, for the account
of all of the Lenders and for application to the Obligations in accordance with the applicable
provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided
interest and participation in the Obligations owed to the other Lenders so that such excess
payment received shall be applied ratably as among the Lenders in accordance with their Pro
Rata Shares; provided, however, that to the extent that such excess payment
received by the purchasing party is thereafter recovered from it, those purchases of
participations shall be rescinded in whole or in part, as applicable, and the applicable
portion of the purchase price paid therefor shall be returned to such purchasing party, but
without interest except to the extent that such purchasing party is required to pay interest
in connection with the recovery of the excess payment.



     16.14 Agency for Perfection. Agent hereby appoints each other Lender as its agent
(and each Lender hereby accepts such appointment) for the purpose of perfecting the Agent’s Liens
in assets which, in accordance with Article 9 of the Code can be perfected only by possession or
control. Should any Lender obtain possession or control of any such



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Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request
therefor shall deliver possession or control of such Collateral to Agent or in accordance with
Agent’s instructions.




     16.15 Payments by Agent to the Lenders. All payments to be made by Agent to the
Lenders shall be made by bank wire transfer of immediately available funds pursuant to such wire
transfer instructions as each party may designate for itself by written notice to Agent.
Concurrently with each such payment, Agent shall identify whether such payment (or any portion
thereof) represents principal, premium, or interest of the Obligations.



     16.16 Concerning the Collateral and Related Loan Documents. Each member of the Lender
Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each
member of the Lender Group agrees that any action taken by Agent in accordance with the terms of
this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of
its powers set forth therein or herein, together with such other powers that are reasonably
incidental thereto, shall be binding upon all of the Lenders.



     16.17 Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other
Reports and Information. By becoming a party to this Agreement, each Lender:




               (a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes
available, a copy of each field audit or examination report (each a “Report” and
collectively, “Reports”) prepared by Agent, and Agent shall so furnish each Lender
with such Reports,




               (b) expressly agrees and acknowledges that each of Agent and Borrower (i) do not make any
representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for
any information contained in any Report, except with respect to Borrower to the extent that it
has supplied materially false or misleading information contained in any Report,




               (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or
examinations, that Agent or other party performing any audit or examination will inspect only
specific information regarding the applicable Credit Party and will rely significantly upon
the Books, as well as on representations of such Credit Party’s personnel,




               (d) agrees to keep all Reports and other material, non-public information regarding each
Credit Party and its operations, assets, and existing and contemplated business plans in a
confidential manner in accordance with Section 18.8, and



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               (e) without limiting the generality of any other indemnification provision contained in
this Agreement, agrees: (i) to hold Agent and any other Lender preparing a Report harmless
from any action the indemnifying Lender may take or fail to take or any conclusion the
indemnifying Lender may reach or draw from any Report in connection with any loans or other
credit accommodations that the indemnifying Lender has made or may make to any Credit Party,
or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a
loan or loans of any Credit Party, and (ii) to pay and protect, and indemnify, defend and hold
Agent, and any such other Lender preparing a Report harmless from and against, the claims,
actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees
and costs) incurred by Agent and any such other Lender preparing a Report as the direct or
indirect result of any third parties who might obtain all or part of any Report through the
indemnifying Lender.


In addition to the foregoing: (x) any Lender may from time to time request of Agent in writing
that Agent provide to such Lender a copy of any report or document provided by any Credit Party to
Agent that has not been contemporaneously provided by such Credit Party to such Lender, and, upon
receipt of such request, Agent promptly shall provide a copy of same to such Lender, (y) to the
extent that Agent is entitled, under any provision of the Loan Documents, to request additional
reports or information from any Credit Party, any Lender may, from time to time, reasonably request
Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent
promptly shall request of such Credit Party the additional reports or information reasonably
specified by such Lender, and, upon receipt thereof from Borrower, Agent promptly shall provide a
copy of same to such Lender, and (z) any time that Agent renders to such Credit Party a statement
regarding the Loan Account, Agent shall send a copy of such statement to each Lender.




     16.18 Several Obligations; No Liability. Notwithstanding that certain of the Loan
Documents now or hereafter may have been or will be executed only by or in favor of Agent in its
capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of
Agent (if any) to make any credit available hereunder shall constitute the several (and not joint)
obligations of the respective Lenders on a ratable basis, according to their respective
Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time
outstanding, the amount of their respective Commitments. Nothing contained herein shall confer
upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the
business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely
responsible for notifying its Participants of any matters relating to the Loan Documents to the
extent any such notice may be required, and no Lender shall have any obligation, duty, or liability
to any Participant of any other Lender. Except as provided in Section 16.7, no member of the
Lender Group shall have any liability for the acts of any other member of the Lender Group. No
Lender shall be responsible to any Credit Party or any other Person for any failure by any other
Lender to fulfill its obligations to make credit available hereunder, nor to advance for it or on
its behalf in connection with its



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Commitment, nor to take any other action on its behalf hereunder or in connection with the
financing contemplated herein.




     16.19 Legal Representation of Agent. In connection with the negotiation, drafting,
and execution of this Agreement and the other Loan Documents, or in connection with future legal
representation relating to loan administration, amendments, modifications, waivers, or enforcement
of remedies, Winston & Strawn LLP (“Winston”) only has represented and only shall represent WFRF in
its capacity as Agent and as a Lender. Each other Lender hereby acknowledges that Winston does not
represent it in connection with any such matters.



17. GUARANTY.




     17.1 Guaranty of the Obligations. Subject to the provisions of Section 17.2,
Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Agent for the
ratable benefit of the Lender Group the due and punctual payment in full of all Obligations when
the same shall become due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including amounts that would become due but for the operation of
the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a))
(collectively, the “Guaranteed Obligations”).



     17.2 Contribution by Guarantors. All Guarantors desire to allocate among themselves
(collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations
arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any
date by a Guarantor (a “Funding Guarantor”) under this Guaranty that exceeds its Fair Share as of
such date, such Funding Guarantor shall be entitled to a contribution from each of the other
Contributing Guarantors in the amount of such other Contributing Guarantor’s Fair Share Shortfall
as of such date, with the result that all such contributions will cause each Contributing
Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with
respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the
ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii)
the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors
multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding
Guarantors under this Guaranty in respect of the Guaranteed Obligations. “Fair Share Shortfall”
means, with respect to a Contributing Guarantor as of any date of determination, the excess, if
any, of the Fair Share of such Contributing Guarantor over the Aggregate Payments of such
Contributing Guarantor. “Fair Share Contribution Amount” means, with respect to a Contributing
Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such
Contributing Guarantor under this Guaranty that would not render its obligations hereunder or
thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title
11 of the United States Code or any comparable applicable provisions of state law; provided, solely
for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing
Guarantor for purposes of this
Section 17.2, any assets or liabilities of such Contributing Guarantor arising by virtue of
any



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rights to subrogation, reimbursement or indemnification or any rights to or obligations of
contribution hereunder shall not be considered as assets or liabilities of such Contributing
Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of
determination, an amount equal to (a) the aggregate amount of all payments and distributions made
on or before such date by such Contributing Guarantor in respect of this Guaranty (including,
without limitation, in respect of this Section 17.2), minus (b) the aggregate amount of all
payments received on or before such date by such Contributing Guarantor from the other Contributing
Guarantors as contributions under this Section 17.2. The amounts payable as contributions hereunder
shall be determined as of the date on which the related payment or distribution is made by the
applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as
set forth in this Section 17.2 shall not be construed in any way to limit the liability of any
Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution
agreement set forth in this Section 17.2.




     17.3 Payment by Guarantors. Subject to Section 17.2, Guarantors hereby jointly and
severally agree, in furtherance of the foregoing and not in limitation of any other right which any
member of the Lender Group may have at law or in equity against any Guarantor by virtue hereof,
that upon the failure of Borrower to pay any of the Guaranteed Obligations when and as the same
shall become due, whether at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise (including amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), Guarantors will upon
demand pay, or cause to be paid, in cash, to Agent for the ratable benefit of the Lender Group, an
amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as
aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which,
but for Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on
such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest
in the related bankruptcy case) and all other Guaranteed Obligations then owed to the Lender Group
as aforesaid.



     17.4 Liability of Guarantors Absolute. Each Guarantor agrees that its obligations
hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any
circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than
payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without
limiting the generality thereof, each Guarantor agrees as follows:




               (a) this Guaranty is a guaranty of payment when due and not of collectability. This
Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;




               (b) Agent may enforce this Guaranty upon the occurrence of an Event of Default
notwithstanding the existence of any dispute between Borrower and



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any member of the Lender Group with respect to the existence of such Event of Default;




               (c) the obligations of each Guarantor hereunder are independent of the obligations of
Borrower and the obligations of any other guarantor (including any other Guarantor) of the
obligations of Borrower, and a separate action or actions may be brought and prosecuted
against such Guarantor whether or not any action is brought against Borrower or any of such
other guarantors and whether or not Borrower is joined in any such action or actions;




               (d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations
shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of
the Guaranteed Obligations which has not been paid. Without limiting the generality of the
foregoing, if Agent is awarded a judgment in any suit brought to enforce any Guarantor’s
covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to
release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that
is not the subject of such suit, and such judgment shall not, except to the extent satisfied
by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder
in respect of the Guaranteed Obligations;




               (e) Any member of the Lender Group, upon such terms as it deems appropriate, without or
demand and without affecting the validity or enforceability hereof or giving rise to any
reduction, limitation, impairment, discharge or termination of any Guarantor’s liability
hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest
on, or otherwise change the time, place, manner or terms of payment of the Guaranteed
Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of
performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement
relating thereto and/or subordinate the payment of the same to the payment of any other
obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take
and hold security for the payment of the Guaranteed Obligations; (iv) release, surrender,
exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with
or without consideration, any security for payment of the Guaranteed Obligations, any other
guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any
other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any
security now or hereafter held by or for the benefit of such member of the Lender Bank Group
in respect hereof or the Guaranteed Obligations and direct the order or manner of sale
thereof, or exercise any other right or remedy that such member of the Lender Bank Group may
have against any such security, in each case as such member of the Lender Bank Group in its
discretion may determine consistent herewith and any applicable security agreement, including
foreclosure on any such security pursuant to one or more judicial or nonjudicial sales,
whether or not every aspect of any such sale is commercially reasonable, and even though such
action



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operates to impair or extinguish any right of reimbursement or subrogation or other right
or remedy of any Guarantor against Borrower or any security for the Guaranteed
Obligations; and (vi) exercise any other right available to it under the Loan Documents; and




               (f) this Guaranty and the obligations of Guarantors hereunder shall be valid and
enforceable and shall not be subject to any reduction, limitation, impairment, discharge or
termination for any reason (other than payment in full of the Guaranteed Obligations),
including the occurrence of any of the following, whether or not any Guarantor shall have had
notice or knowledge of any of them: (i) any failure or omission to assert or enforce or
agreement or election not to assert or enforce, or the stay or enjoining, by order of court,
by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or
any right, power or remedy (whether arising under the Loan Documents or at law, in equity or
otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or
with respect to any other guaranty of or security for the payment the Guaranteed Obligations
(ii) any rescission, waiver, amendment or modification of, or any consent to departure from,
any of the terms or provisions (including provisions relating to events of default) hereof,
any of the other Loan Documents, or any agreement or instrument executed pursuant thereto, or
of any other guaranty or security for the Guaranteed Obligations, in each case whether or not
in accordance with the terms hereof or such Loan Document, or any agreement relating to such
other guaranty or security; (iii) the Guaranteed Obligations or any agreement relating
thereto, at any time being found to be illegal invalid or unenforceable in any respect; (iv)
the application of payments received from any source (other than payments received pursuant to
the other Loan Documents or from the proceeds of any security for the Guaranteed Obligations,
except to the extent such security also serves as collateral for Indebtedness other than the
Guaranteed Obligations) to the payment of Indebtedness other than the Guarantee Obligations,
even though any member of the Lender Group might have elected to apply such payment to any
part or all of the Guaranteed Obligations; (v) any member of the Lender Group’s consent to the
change, reorganization or termination of the corporate structure or existence of any Credit
Party and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure
to perfect or continue perfection of a security interest in any collateral which secures any
of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which
Borrower may allege or assert against any member of the Lender Group in
respect of the Guaranteed Obligations, including failure of consideration, breach of warranty,
payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and
(viii) any other act or thing or omission, or delay to do any other act or thing, which may or
might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect
of the Guaranteed Obligations.



     17.5 Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the
Lender Group: (a) any right to require any member of the Lender Group, as a condition of payment
or performance by such Guarantor, to (i) proceed against Borrower, any other



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guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person,
(ii) proceed against or exhaust any security held from Borrower, any such other guarantor or any
other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit
on the books of any member of the Lender Group in favor of Borrower or any other Person, or (iv)
pursue any other remedy in the power of any member of the Lender Group whatsoever; (b) any defense
arising by reason of the incapacity, lack of authority or any disability or other defense of
Borrower or any other Guarantor including any defense based on or arising out of the lack of
validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument
relating thereto or by reason of the cessation of the liability of Borrower or any other Guarantor
from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon
any statute or rule of law which provides that the obligation of a surety must be neither larger in
amount nor in other respects more burdensome than that of the principal; (d) any defense based upon
any member of the Lender Group’s errors or omissions in the administration of the Guaranteed
Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of
law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal
or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute
of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any
rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any
requirement that any member of the Lender Group protect, secure, perfect or insure any security
interest or lien or any property subject thereto; (f) notices, demands, presentments, protests,
notices of protest, notices of dishonor and notices of any action or inaction, including acceptance
hereof, notices of default hereunder, or any agreement or instrument related thereto, notices of
any renewal, extension or modification of the Guaranteed Obligations or any agreement related
thereto, notices of any extension of credit to Borrower and notices of any of the matters referred
to in Section 17.4 and any right to consent to any thereof; and (g) any defenses or benefits that
may be derived from or afforded by law which limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms hereof.




     17.6 Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed
Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and
all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim,
right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against
Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the
performance by such Guarantor of its obligations hereunder, in each case whether such claim, right
or remedy arises in equity, under contract, by statute, under common law or otherwise and including
without limitation (a) any right of subrogation, reimbursement or indemnification that such
Guarantor now has or may hereafter have against Borrower with respect to the Guaranteed
Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any
member of the Lender Group now has or may hereafter have against Borrower, and (c) any benefit of,
and any right to participate in, any collateral or security now or hereafter held by any member of
the Lender Group. In addition, until the Guaranteed Obligations shall have been indefeasibly paid
in full



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and the Commitments shall have terminated and all Letters of Credit shall have expired or been
cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may
have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations,
including, without limitation, any such right of contribution as contemplated by Section 17.2. Each
Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of
its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is
found by a court of competent jurisdiction to be void or voidable for any reason, any rights of
subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against
any collateral or security, and any rights of contribution such Guarantor may have against any such
other guarantor, shall be junior and subordinate to any rights any member of the Lender Group may
have against Borrower, to all right, title and interest any member of the Lender Group may have in
any such collateral or security, and to any right any member of the Lender Group may have against
such other guarantor. If any amount shall be paid to any Guarantor on account of any such
subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed
Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in
trust for Agent on behalf of the Lender Group and shall forthwith be paid over to Agent for the
benefit of the Lender Group to be credited and applied against the Guaranteed Obligations, whether
matured or unmatured, in accordance with the terms hereof.




     17.7 Subordination Of Other Obligations. Any Indebtedness of Borrower or any
Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated
in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received
by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in
trust for Agent on behalf of the Lender Group and shall forthwith be paid over to Agent for the
benefit of the Lender Group to be credited and applied against the Guaranteed Obligations but
without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under
any other provision hereof.



     17.8 Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in
effect until all of the Guaranteed Obligations shall have been finally and indefeasibly paid in
full and the Commitments shall have terminated and all Letters of Credit shall have expired or been
cancelled. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future
transactions giving rise to any Guaranteed Obligations.



     17.9 Authority of Guarantors or Borrower. It is not necessary for any member of the
Lender Group to inquire into the capacity or powers of any Guarantor or Borrower or the officers,
directors or any agents acting or purporting to act on behalf of any of them.



     17.10 Financial Condition of Borrower. Any Advance may be made to Borrower or
continued from time to time, and any other agreements relating to the Obligations may be entered
into from time to time, in each case without notice to or authorization from any Guarantor
regardless of the financial or other condition of Borrower at the time of any such



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grant or continuation or at the time such other agreement is entered into, as the case may be.
No member of the Lender Group shall have any obligation to disclose or discuss with any Guarantor
its assessment, or any Guarantor’s assessment, of the financial condition of Borrower. Each
Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning
the financial condition of Borrower and its ability to perform its obligations under the Loan
Documents and each Guarantor assumes the responsibility for being and keeping informed of the
financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the
Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any
member of the Lender Group to disclose any matter, fact or thing relating to the business,
operations or conditions of Borrower now known or hereafter known by any member of the Lender
Group.




     17.11 Bankruptcy, Etc.




               (a) The obligations of Guarantors hereunder shall not be reduced, limited, impaired,
discharged, deferred, suspended or terminated by any case or proceeding, voluntary or
involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation
or arrangement of Borrower or any other Guarantor or by any defense which Borrower or any
other Guarantor may have by reason of the order, decree or decision of any court or
administrative body resulting from any such proceeding.




               (b) Each Guarantor acknowledges and agrees that any interest on any portion of the
Guaranteed Obligations which accrues after the commencement of any case or proceeding referred
to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to
accrue by operation of law by reason of the commencement of such case or proceeding, such
interest as would have accrued on such portion of the Guaranteed Obligations if such case or
proceeding had not been commenced) shall be included in the Guaranteed Obligations because it
is the intention of Guarantors and the Lender Group that the Guaranteed Obligations which are
guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of
law or order which may relieve Borrower of any portion of such Guaranteed Obligations.
Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for
the benefit of creditors or similar person to pay Agent, or allow the claim of Agent in
respect of, any such interest accruing after the date on which such case or proceeding is
commenced.




               (c) In the event that all or any portion of the Guaranteed Obligations are paid by
Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and
effect or be reinstated, as the case may be, in the event that all or any part of such
payment(s) are rescinded or recovered directly or indirectly from any member of the Lender
Group as a preference, fraudulent transfer or otherwise, and any such payments which are so
rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.



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18. GENERAL PROVISIONS.




     18.1 Effectiveness. This Agreement shall be binding and deemed effective when
executed by each Credit Party, Agent, and each Lender whose signature is provided for on the
signature pages hereof.



     18.2 Section Headings. Headings and numbers have been set forth herein for
convenience only. Unless the contrary is compelled by the context, everything contained in each
Section applies equally to this entire Agreement.



     18.3 Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein
shall be construed against the Lender Group or the Credit Parties, whether under any rule of
construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and
shall be construed and interpreted according to the ordinary meaning of the words used so as to
accomplish fairly the purposes and intentions of all parties hereto.



     18.4 Severability of Provisions. Each provision of this Agreement shall be severable
from every other provision of this Agreement for the purpose of determining the legal
enforceability of any specific provision.



     18.5 Amendments in Writing. This Agreement only can be amended by a writing signed by
Agent (on behalf of the requisite Lenders pursuant to Section 15.1) and each Credit Party.



     18.6 Counterparts; Telefacsimile Execution. This Agreement may be executed in any
number of counterparts and by different parties on separate counterparts, each of which, when
executed and delivered, shall be deemed to be an original, and all of which, when taken together,
shall constitute but one and the same Agreement. Delivery of an executed counterpart of this
Agreement by telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by
telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure
to deliver an original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis
mutandis.



     18.7 Revival and Reinstatement of Obligations. If the incurrence or payment of the
Obligations by any Credit Party or the transfer to the Lender Group of any property should for any
reason subsequently be declared to be void or voidable under any state or federal law relating to
creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances,
preferences, or other voidable or recoverable payments of money or transfers of property
(collectively, a “Voidable Transfer”), and if the Lender Group is required to repay or restore, in
whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its
counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender Group is
required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys
fees of the Lender Group related thereto, the



125









 




liability of such Credit Party automatically shall be revived, reinstated, and restored and
shall exist as though such Voidable Transfer had never been made.




     18.8 Confidentiality. The Agent and the Lenders each individually (and not jointly or
jointly and severally) agree that material, non-public information regarding any Credit Party, its
operations, assets, and existing and contemplated business plans shall be treated by Agent and the
Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons
who are not parties to this Agreement, except: (a) to attorneys for and other advisors,
accountants, auditors, and consultants to any member of the Lender Group, who are advised about the
confidentiality of such information (b) to Subsidiaries and Affiliates of any member of the Lender
Group, provided that any such Subsidiary or Affiliate shall have agreed to receive such information
hereunder subject to the terms of this Section 18.8 or similar confidentiality agreement, (c) as
may be required by statute, decision, or judicial or administrative order, rule, or regulation
(with prompt notice to Borrower so that Borrower may seek a protective order or other appropriate
remedy and/or waive Agent’s or any Lender’s compliance with the provisions of this Section 18.8),
(d) as may be agreed to in advance by such Credit Party or as requested or required by any
Governmental Authority pursuant to any subpoena or other legal process regulation (with prompt
notice to Borrower so that Borrower may seek a protective order or other appropriate remedy and/or
waive Agent’s or any Lender’s compliance with the provisions of this Section 18.8), (e) as to any
such information that is or becomes generally available to the public (other than as a result of
prohibited disclosure by or on behalf of Agent or the Lenders), (f) in connection with any
assignment, prospective assignment, sale, prospective sale, participation or prospective
participations, or pledge or prospective pledge of any Lender’s interest under this Agreement,
provided that any such assignee, prospective assignee, purchaser, prospective purchaser,
participant, prospective participant, pledgee, or prospective pledgee shall have agreed in writing
to receive such information hereunder subject to the terms of this Section, and (g) in connection
with any litigation or other adversary proceeding involving parties hereto which such litigation or
adversary proceeding involves claims related to the rights or duties of such parties under this
Agreement or the other Loan Documents; provided, that the disclosing party shall use its best
efforts to ensure that such documents are filed under seal. The provisions of this Section 18.8
shall survive the payment in full of the Obligations. Anything contained herein or in any other
Loan Document to the contrary notwithstanding, the obligations of confidentiality contained herein
and therein, as they relate to the transactions contemplated hereby, shall not apply to the federal
tax structure or federal tax treatment of such transactions, and each party hereto (and any
employee, representative, or agent of any party hereto) may disclose to any and all Persons,
without limitation of any kind, the federal tax structure and federal tax treatment of such
transactions (including all written materials related to such tax structure and tax treatment).
The preceding sentence is intended to cause the transactions contemplated hereby to not be treated
as having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3)
(or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the IRC,
and shall be construed in a manner consistent with such purpose. In addition, each



126









 




party hereto acknowledges that it has no proprietary or exclusive rights to the tax structure
of the transactions contemplated hereby or any tax matter or tax idea related thereto.




     18.9 Integration. This Agreement, together with the other Loan Documents, reflects
the entire understanding of the parties with respect to the transactions contemplated hereby and
shall not be contradicted or qualified by any other agreement, oral or written, before the date
hereof.



     18.10 Patriot Act Notice. Agent and each Lender hereby notifies the Credit Parties
that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies each Credit Party, which information includes the name and address of
such Credit Party and other information that will allow such Lender or Agent, as applicable to
identify such Credit Party in accordance with the Patriot Act. Each Credit Party shall, and shall
cause the Subsidiaries to provide to the extent commercially reasonable, such information and take
such actions as are reasonably requested by Agent or any Lender in order to assist the Agent and
the Lenders in maintaining compliance with the Patriot Act.



     18.11 Amendment and Restatement.




               (a) On the Closing Date, the Prior Loan Agreement shall be amended, restated and
superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement
and the Loan Documents executed and delivered in connection herewith do not constitute a
novation, payment and reborrowing, or termination of the “Obligations” (as defined in the
Prior Loan Agreement) under the Prior Loan Agreement as in effect prior to the Closing Date;
(ii) such “Obligations” are in all respects continuing with only the terms thereof being
modified as provided in this Agreement; (iii) the Liens as granted under the Collateral
Documents securing payment of such “Obligations” are in all respects continuing and in full
force and effect and secure the payment of the Obligations (as defined in this Agreement) and
are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all
loans and letters of credit outstanding under the Prior Loan Agreement immediately before the
effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on
the terms and conditions set forth in this Agreement. Without limitation of the foregoing,
each of Borrower and each other Credit Party hereby fully and unconditionally ratifies and
affirms all Collateral Documents and agrees that all Collateral granted under the Prior Loan
Agreement shall from and after the Closing Date secure all Obligations hereunder.




               (b) Notwithstanding the modifications effected by this Agreement of the representations,
warranties and covenants of the Credit Parties contained in the Prior Loan Agreement, each of
Borrower and each other Credit Party acknowledges and agrees that any causes of action or
other rights created in favor of any Lender and its successors arising out of the
representations and warranties of any Credit Party contained in or delivered (including
representations and warranties delivered in connection with the making of the loans or other
extensions of credit thereunder) in



127









 






connection with the Prior Loan Agreement or any other Loan Document executed in
connection therewith shall survive the execution and delivery of this Agreement;
provided, that the Obligations under the other Loan Documents shall also continue in
full force and effect including, without limitation, the Obligations of each Credit Party
pursuant to the Guaranty.




               (c) All indemnification obligations of each Credit Party pursuant to the Prior Loan
Agreement (including any arising from a breach of the representations and warranties
thereunder) shall survive the amendment and restatement of the Prior Loan Agreement pursuant
to this Agreement.




               (d) On and after the Closing Date, each reference in the Loan Documents to the “Loan
Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall
mean and be a reference to this Agreement.



[Signature pages to follow]








128









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
as of the date first above written.




	 	 	 	 	 
	 	AGENT:



WELLS FARGO RETAIL FINANCE, LLC,

a Delaware limited liability company, as Agent and as

a Lender

 	 
	 	By:  	/s/ Jennifer Cann
 	 
	 	 	Name:  	Jennifer Cann 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement






 









 








	 	 	 	 	 
	 	LENDERS:



NATIONAL CITY COMMERCIAL FINANCE, as a Lender

 	 
	 	By:  	/s/ Daniel O’Rourke
 	 
	 	 	Name:  	Daniel O’Rourke 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement





 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By:  	/s/ Joe Curdy
 	 
	 	 	Name:  	Joe Curdy 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement





 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Patrick J. Fravel
 	 
	 	 	Name:  	Patrick J. Fravel 	 
	 	 	Title:  	Vice President

JP Morgan Chase Bank, N.A. 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement





 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Jeffrey Nitz
 	 
	 	 	Name:  	Jeffrey Nitz 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement




 









 








	 	 	 	 	 
	 	LASALLE RETAIL FINANCE, a division of LaSalle

Business Credit, LLC, as Agent for Standard Federal

Bank National Association, as a Lender

 	 
	 	By:  	/s/ Stephen L. DeMenna
 	 
	 	 	Name:  	Stephen L. DeMenna 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement




 









 








	 	 	 	 	 
	 	CITICORP NORTH AMERICA, INC., as a Lender

 	 
	 	By:  	/s/ Steve Friedlander
 	 
	 	 	Name:  	Steve Friedlander 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement





 











 





	 	 	 	 	 
	 	CREDIT PARTIES:





COLLECTIVE BRANDS FINANCE, INC. 

(f/k/a Payless ShoeSource Finance, Inc.),

as Borrower

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	President 	 
	 
	 	COLLECTIVE BRANDS, INC. (f/k/a Payless 

ShoeSource, Inc.), a Delaware corporation, as 

Parent

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Senior Vice President —  Chief Financial

Officer and Treasurer 	 
	 
	 	COLLECTIVE INTERNATIONAL, LP.,

a Delaware limited partnership

 	 
	 	By:  	
Payless Collective GP, LLC, its Managing 
Member
 	 
	 	 	 
	 	By:  	                                              /s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	COLLECTIVE LICENSING 

INTERNATIONAL, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement




 









 








	 	 	 	 	 
	 	DYELIGHTS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	PAYLESS COLLECTIVE GP, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Treasurer 	 
	 
	 	PAYLESS NYC, INC.,

a Kansas corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	President 	 
	 
	 	PAYLESS PURCHASING SERVICES, INC.,

a Kansas corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	President 	 
	 
	 	PAYLESS SHOESOURCE DISTRIBUTION, INC.,

a Kansas corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PAYLESS SHOESOURCE GOLD VALUE, INC.,

a Kansas corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	President 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement




 









 








	 	 	 	 	 
	 	PAYLESS SHOESOURCE LEASING, LLC,

a Delaware limited liability company

 	 
	 	By:  	Payless ShoeSource, Inc., its sole member
 	 
	 	 	 
	 	By:  	                                              /s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Senior Vice President — Chief Financial

Officer and Treasurer 	 
	 
	 	PAYLESS SHOESOURCE MERCHANDISING, INC.,

a Kansas corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 	PAYLESS SHOESOURCE WORLDWIDE, INC.

a Kansas corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Senior Vice President — Chief Fiancial

Officer and Treasurer 	 
	 
	 	PAYLESS SHOESOURCE, INC.,

a Missouri corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Senior Vice President — Chief Fiancial

Officer and Treasurer 	 
	 
	 	PSS CANADA, INC.,

a Kansas corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	President 	 
	 
	 	PSS DELAWARE COMPANY 2, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	President 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement




 









 








	 	 	 	 	 
	 	PSS DELAWARE COMPANY 3, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	President 	 
	 
	 	PSS DELAWARE COMPANY 4, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	President 	 
	 
	 	PSS INVESTMENT I, INC.,

a Nevada corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	President 	 
	 
	 	PSS INVESTMENT III, INC.,

a Kansas corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	President 	 
	 
	 	ROBEEZ LOGISTICS INC.,

a Nevada corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	ROBEEZ U.S. HOLDINGS INC.,

a Nevada corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement






 









 








	 	 	 	 	 
	 	ROBEEZ U.S., INC.,

a Washington corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	SAN JOSE ACQUISITION CORP.,

a Massachusetts corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	President 	 
	 
	 	SAUCONY UK, INC.,

a Massachusetts corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	SAUCONY, INC.,

a Massachusetts corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	SAUCONY/ECOM, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	SHOE SOURCING, INC.,

a Kansas corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	SPERRY TOP-SIDER, INC.,

a Massachusetts corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement




 









 








	 	 	 	 	 
	 	S R HOLDINGS INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	STRIDE RITE INTERNATIONAL CORP.,

a Massachusetts corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	
SR/ECOM, INC.,

a Massachusetts corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	SRCG LLC,

a Delaware limited liability company

 	 
	 	By:  	Stride Rite Children’s Group, Inc., its sole 
member
 	 
	 	 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	
SRCG/ECOM, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	SRL, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement




 









 








	 	 	 	 	 
	 	SRR, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	
STRIDE RITE CHILDREN’S GROUP, INC.,

a Massachusetts corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	
STRIDE RITE INTERNATIONAL HOLDINGS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	STRIDE RITE INTERNATIONAL LLC,

a Delaware limited liability company

 	 
	 	By:  	Stride Rite International Holdings, Inc., its sole 
member
 	 
	 	 	 
	 	By:  	                                             /s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	STRIDE RITE INVESTMENT CORPORATION,

a Massachusetts corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	
STRIDE RITE LLC,

a Delaware limited liability company

 	 
	 	By:  	Stride Rite Children’s Group, Inc., its sole member
 	 
	 	 	 
	 	By:  	     /s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement




 









 








	 	 	 	 	 
	 	STRIDE RITE SOURCING INTERNATIONAL, INC.,

a Massachusetts corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	
STS/ECOM, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	
THE KEDS CORPORATION,

a Massachusetts corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	
TOMMY HILFIGER FOOTWEAR, INC.,

a Massachusetts corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	
KEDS LLC,

a Delaware limited liability company

 	 
	 	By:  	
The Keds Corporation, its sole member
 	 
	 	 	 
	 	By:  	           /s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	Vice President 	 
	 
	 	EASTBOROUGH, INC.,

a Kansas corporation

 	 
	 	By:  	/s/ Ullrich E. Porzig
 	 
	 	 	Name:  	Ullrich E. Porzig 	 
	 	 	Title:  	President 	 
	 



Signature Page to Amended and Restated Loan and Guaranty Agreement





 











 





EXHIBIT A-1




FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT




     This ASSIGNMENT AND ACCEPTANCE AGREEMENT 
(“Assignment Agreement”) is entered into as
of between                     
, a                     
(“Assignor”), and                 
     , a          
                       
         (“Assignee”).
Reference is made to the agreement described in
Annex I annexed hereto (the “Loan Agreement”). Capitalized terms used herein and in
Annex I and not otherwise defined shall have the meanings ascribed to them in the Loan
Agreement.



     1. In accordance with the terms and conditions of the Loan Agreement, Assignor hereby sells
and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, solely that
interest in and to Assignor’s rights and obligations under the Loan Documents as of the date hereof
with respect to Assignor’s amount, portion and share of the Revolver Commitment [and/or
Obligations]1 as specified in Annex I. After giving effect to such sale and
assignment, Assignee’s amount, portion and share of the Revolver Commitment [and/or
Obligations]1 will be as set forth in Annex I.



     2. Assignor (a) represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear of any adverse
claim; (b) makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any other instrument or document furnished pursuant thereto; and (c) makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
any Credit Party or the performance or observance by any Credit Party of any of its obligations
under the Loan Documents or any other instrument or document furnished pursuant thereto.



     3. Assignee (a) confirms that it has received copies of the Loan Agreement and the other Loan
Documents, together with copies of the financial statements referred to therein and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment Agreement; (b) agrees that it will, independently and without
reliance upon Agent, Assignor, or any other Lender, based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Loan Documents; (c) confirms that it is eligible as an assignee under the
terms of the Loan Agreement; (d) appoints and authorizes Agent to take such action as Agent on its
behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms
thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will
perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender.





 




			
	1	 	To be modified by Agent as applicable with respect
to any assignment of Obligations separate from assignment of Revolver
Commitments.




 









 










     4. Following the execution of this Assignment Agreement by the Assignor and Assignee, it will
be delivered by the Assignor to the Agent for (i) recording by the Agent and (ii) delivery by the
Agent of a copy thereof to Borrower. The effective date of this Assignment (the “Settlement Date”)
shall be the later of (a) the date of the execution hereof by the Assignor and the Assignee, the
payment by Assignor or Assignee to Agent for Agent’s sole and separate account a processing fee in
the amount of $5,000, and the receipt of any required consent of the Agent [and
Borrower]2, and (b) the date specified in Annex I.



     5. Upon recording by Agent, as of the Settlement Date and pursuant to the terms of the Loan
Agreement (a) Assignee shall be a party to the Loan Agreement and, to the extent of the interest
assigned pursuant to this Assignment Agreement, have the rights and obligations of a Lender
thereunder and under the other Loan Documents, and (b) Assignor shall, to the extent of the
interest assigned pursuant to this Assignment Agreement, relinquish its rights and be released from
its obligations under the Loan Agreement and the other Loan Documents.



     6. Upon recording by Agent, from and after the Settlement Date, Agent shall make all payments
under the Loan Agreement and the other Loan Documents in respect of the interest assigned hereby to
Assignee. On the Settlement Date, Assignee shall pay to Assignor the Purchase Price (as set forth
in Annex I). Assignor and Assignee shall make all appropriate adjustments in payments
under the Loan Agreement and the other Loan Documents for periods prior to the Settlement Date
directly between themselves on the Settlement Date.



     7. This Assignment Agreement may be executed in counterparts and by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. This Assignment Agreement may be
executed and delivered by telecopier or other facsimile transmission all with the same force and
effect as if the same were a fully executed and delivered original manual counterpart.



     8. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



[Remainder of page left intentionally blank.]






 




			
	2	 	Include only if Borrower has right of approval
pursuant to Loan Agreement.




 









 










     IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and Annex I
hereto to be executed by their respective officers as of the first date written above.



	 	 	 	 	 
	 	[ASSIGNOR]                 
                  
                  
                  
                  
                  
     ,

a as Assignor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[ASSIGNEE]                       ,

a as Assignee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


ACCEPTED THIS                      DAY OF                      ,                     




					
	 	


WELLS FARGO RETAIL FINANCE, LLC,

a Delaware limited liability company,

as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[COLLECTIVE BRANDS FINANCE, INC.

as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	]2 
	 








 









 








ANNEX I

TO

ASSIGNMENT AND ACCEPTANCE AGREEMENT



1. Borrower: Collective Brands Finance, Inc.



2. Name and Date of Loan Agreement:






Amended and Restated Loan and Guaranty Agreement, dated as of August 17, 2007, as
amended, restated, supplemented or otherwise modified from time to time, among
Borrower, the other Credit Parties from time to time party thereto, the lenders
from time to time Party thereto (the “Lenders”), and Wells Fargo Retail Finance,
LLC, as arranger and administrative agent for the Lenders.



	 	 	 	 	 

	3. Date of Assignment Agreement:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	4. Amounts:
	 	 	 	 
	 
	 	 	 	 
	a. Assigned Amount of the [Revolver Commitment]3
	 	$	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	b. Assignee’s Resulting [Revolver Commitment]3
	 	$	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	5. Purchase Price
	 	$	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	6. Settlement Date:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	7. Notice and Payment Instructions, etc.
	 	 	 	 






	 	 	 	 	 

	 

	 	Assignee:
	 	Assignor:
	 
	 	 	 	 
	 

	 	Wiring Instructions:
	 	Wiring Instructions:








 




			
	3 	 	To be modified by Agent as applicable with
respect to any assignment of Obligations separate from assignment of Revolver
Commitments.




 









 









8. Agreed and Accepted:




	 	 	 	 	 	 	 	 	 	 	 
	[ASSIGNEE] _____________	 	 	 	[ASSIGNOR] _____________	 	 
	a ________, as Assignee	 	 	 	a _________, as Assignor	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 

	 	 	 	 	 

	 	 
	 

	Name: 	 	 	 	 	 	Name: 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 

	Title: 	 	 	 	 	 	Title: 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






					
	 	


Accepted:

WELLS FARGO RETAIL FINANCE, LLC, as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT C-l




(Form of Compliance Certificate)




[on Borrower’s letterhead]



	 	 	 

	To:

	 	Wells Fargo Retail Finance, LLC

One Boston Place

18th Floor

Boston, Massachusetts 02108

Attn: Business Finance Division Manager






	 	 	 	 	 

	 

	 	Re:
	 	Compliance Certificate dated                     





Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Loan and Guaranty Agreement, dated as
of August 17, 2007 (the “Loan Agreement”), among Collective Brands Finance, Inc., a Nevada
corporation (“Borrower”), the other credit parties signatory thereto (together with
Borrower, the “Credit Parties”) the lenders signatory thereto (the “Lenders”), and
Wells Fargo Retail Finance, LLC, a Delaware limited liability company, as the arranger and
administrative agent for the Lenders (“Agent”). Capitalized terms used in this Compliance
Certificate have the meanings set forth in the Loan Agreement unless specifically defined herein.



     Pursuant to Section 6.3 of the Loan Agreement, the undersigned chief financial officer
of Borrower hereby certifies that:



     1. Such officer has reviewed the terms of the Loan Agreement and has made, or caused to be
made under his/her supervision, a review in reasonable detail of the transactions and condition of
Borrower during the accounting period covered by the financial statements delivered pursuant to
Section 6.3 of the Loan Agreement (with respect to which this Compliance Certificate is
being delivered).



     2. The financial information of Parent and its Subsidiaries furnished in Schedule 1
attached hereto has been prepared in accordance with GAAP (except for the lack of footnotes and
being subject to quarterly and year-end audit adjustments) and fairly presents in all material
respects the financial condition of Parent and its Subsidiaries.



     3. There does not exist any condition or event that constitutes an Event of Default or
Triggering Period, except for such conditions or events listed on Schedule 2 attached
hereto (specifying the nature and period of existence thereof and what action Borrower and/or the
applicable Credit Party has taken, is taking, or proposes to take with respect thereto).



     4. The representations and warranties of each Credit Party contained in the Loan Agreement and
the other Loan Documents are true and correct in all material respects on and as of the date
hereof, as though made on and as of such date (except to the extent that such representations and
warranties relate solely to an earlier date).



     5. The calculations used by the undersigned in determining (a) the Consolidated



 









 




Coverage Test and (b) the Senior Secured Leverage Ratio as of the date hereof are set forth on
Schedule 3 hereto.




     [6. The Minimum Fixed Charge Covered Ratio of the Parent and its Restricted Subsidiaries
measured as of the month ended _________, ____ is ____:1.00 which ratio [is/is not] less than the
Minimum Fixed Charge Coverage Ratio set forth in Section 7.17 of the Loan Agreement.]




 





4      This Paragraph 6 and the calculations and certification required
hereunder shall only be included in this Compliance Certofocate at such time that a Triggering
Period has occurred and is continuing.



 









 




IN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this __
day of _________, 20__.




	 	 	 	 	 
	 	COLLECTIVE BRANDS FINANCE, INC., as

Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to Compliance Certificate






 









 








SCHEDULE 1

TO COMPLIANCE CERTIFICATE




[Attach Financial Statements]



 









 





SCHEDULE 2

TO COMPLIANCE CERTIFICATE




[Include required information relating to Defaults or Events of Default]



 









 





SCHEDULE 3

TO COMPLIANCE CERTIFICATE




[Attach Calculations of Consolidated Coverage Test and Senior Secured Leverage Ratio]



 









 





EXHIBIT G



FORM OF PLEDGE AND SECURITY AGREEMENT



[see attached]





 











 





PLEDGE AND SECURITY AGREEMENT




Dated as of August 17, 2007



among




Collective Brands Finance, Inc.

as a Grantor




and




Each Other Grantor

From Time to Time Party Hereto




and




Wells Fargo Retail Finance, LLC

as Administrative Agent







 









 








TABLE OF CONTENTS




	 	 	 	 	 

	Article I Defined Terms
	 	 	1	 
	Section 1.1 Definitions
	 	 	1	 
	Section 1.2 Certain Other Terms
	 	 	6	 
	 
	 	 	 	 
	Article II Grant of Security Interest
	 	 	7	 
	Section 2.1 Collateral
	 	 	7	 
	Section 2.2 Grant of Security Interest in Collateral
	 	 	8	 
	Section 2.3 Cash Management Accounts
	 	 	8	 
	 
	 	 	 	 
	Article III Representations and Warranties
	 	 	8	 
	Section 3.1 Title; No Other Liens
	 	 	8	 
	Section 3.2 Perfection and Priority
	 	 	8	 
	Section 3.3 Jurisdiction of Organization; Chief Executive Office
	 	 	9	 
	Section 3.4 Inventory and Equipment
	 	 	9	 
	Section 3.5 Pledged Collateral
	 	 	9	 
	Section 3.6 Accounts
	 	 	10	 
	Section 3.7 Intellectual Property
	 	 	10	 
	Section 3.8 Deposit Accounts; Securities Accounts
	 	 	11	 
	Section 3.9 Commercial Tort Claims
	 	 	11	 
	 
	 	 	 	 
	Article IV Covenants
	 	 	11	 
	Section 4.1 Generally
	 	 	11	 
	Section 4.2 Maintenance of Perfected Security Interest; Further Documentation
	 	 	11	 
	Section 4.3 Maintenance of Records
	 	 	12	 
	Section 4.4 Pledged Collateral
	 	 	12	 
	Section 4.5 Accounts
	 	 	14	 
	Section 4.6 Delivery of Instruments and Chattel Paper
	 	 	14	 
	Section 4.7 Intellectual Property
	 	 	15	 
	Section 4.8 Payment of Obligations
	 	 	17	 
	Section 4.9 Notice of Commercial Tort Claims
	 	 	17	 
	 
	 	 	 	 
	Article V Remedial Provisions
	 	 	18	 
	Section 5.1 Code and Other Remedies
	 	 	18	 
	Section 5.2 Accounts and Payments in Respect of General Intangibles
	 	 	18	 
	Section 5.3 Pledged Collateral
	 	 	19	 
	Section 5.4 Proceeds to be Turned Over To Administrative Agent
	 	 	20	 
	Section 5.5 Securities Laws
	 	 	21	 
	Section 5.6 Deficiency
	 	 	22	 
	 
	 	 	 	 
	Article VI The Administrative Agent
	 	 	22	 
	Section 6.1 Administrative Agent’s Appointment as Attorney-in-Fact
	 	 	22	 
	Section 6.2 Duty of Administrative Agent
	 	 	23	 
	Section 6.3 Authorization of Financing Statements
	 	 	24	 
	Section 6.4 Authority of Administrative Agent
	 	 	24	 
	 
	 	 	 	 
	Article VII Miscellaneous
	 	 	24	 
	Section 7.1 Amendments in Writing
	 	 	24	 
	Section 7.2 Notices
	 	 	25	 






1









 






	 	 	 	 	 

	Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies
	 	 	25	 
	Section 7.4 Successors and Assigns
	 	 	25	 
	Section 7.5 Counterparts
	 	 	25	 
	Section 7.6 Severability
	 	 	25	 
	Section 7.7 Section Headings
	 	 	26	 
	Section 7.8 Entire Agreement
	 	 	26	 
	Section 7.9 Governing Law
	 	 	26	 
	Section 7.10 Additional Grantors
	 	 	26	 
	Section 7.11 Release of Collateral
	 	 	26	 
	Section 7.12 Reinstatement
	 	 	26	 
	Section 7.13 Intercreditor Agreement Governs
	 	 	27	 
	Section 7.14 Delivery of Collateral
	 	 	27	 






2









 






TABLE OF CONTENTS

(continued)




Annexes and Schedules




	 	 	 	 	 

	Annex 1 Form of Deposit Account Control Agreement
	 	 	 	 
	Annex 2 Form of Securities Account Control Agreement
	 	 	 	 
	Annex 3 Form of Pledge Amendment
	 	 	 	 
	Annex 4 Form of Joinder Agreement
	 	 	 	 
	Annex 5 Form of Short Form Intellectual Property Security Agreement
	 	 	 	 
	 
	 	 	 	 
	Schedule 1 Jurisdiction of Organization; Principal Executive Office
	 	 	 	 
	Schedule 2 Pledged Collateral
	 	 	 	 
	Schedule 3 Filings
	 	 	 	 
	Schedule 3.7(d) Certain Actions
	 	 	 	 
	Schedule 4 Location of Inventory and Equipment
	 	 	 	 
	Schedule 5 Intellectual Property
	 	 	 	 
	Schedule 6 Bank Accounts; Control Accounts
	 	 	 	 
	Schedule 7 Commercial Tort Claims
	 	 	 	 






3









 







          Pledge and Security Agreement, dated as of August 17, 2007, by Collective Brands
Finance, Inc., a Nevada corporation (formerly known as Payless ShoeSource Finance, Inc.) (the
“Borrower”), and each of the other entities listed on the signature pages hereof or that becomes a
party hereto pursuant to Section 7.10 (Additional Grantors) (each a “Grantor” and, collectively,
the “Grantors”), in favor of Wells Fargo Retail Finance, LLC (“WFRF”), as agent (in such
capacity, the “Administrative Agent”) for the Secured Parties (as defined below).




W
i t n e s s e t h:




          Whereas, pursuant to the Amended and Restated Loan and Guaranty Agreement, dated as
of August 17, 2007 (as the same may be amended, restated, supplemented or otherwise modified from
time to time, the “Loan Agreement”), among the Borrower, the Guarantors party thereto, the Lenders
party thereto and WFRF, as agent for the Lenders, the Lenders have severally agreed to
make extensions of credit to the Borrower upon the terms and subject to the conditions set forth
therein;




          Whereas, the Grantors other than the Borrower are Guarantors under the Loan
Agreement, whereby they have guaranteed the Obligations of the Borrower; and




          Whereas, it is a condition precedent to the obligation of the Lenders to make their
respective extensions of credit to the Borrower under the Loan Agreement that the Grantors shall
have executed and delivered this Agreement to the Administrative Agent;




          Now, therefore, in consideration of the premises and to induce the Lenders and the
Administrative Agent to enter into the Loan Agreement and to induce the Lenders to make their
respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the
Administrative Agent as follows:




     ARTICLE I Defined Terms



          Section 1.1 Definitions




          (a) Unless otherwise defined herein, terms defined in the Loan Agreement and used herein have
the meanings given to them in the Loan Agreement.




          (b) Terms used herein without definition that are defined in the UCC have the meanings given
to them in the UCC, including the following terms (which are capitalized herein):




     “Account Debtor”



     “Account”



     “Certificated Security”



     “Chattel Paper”



     “Commercial Tort Claim”



     “Commodity Account”



     “Control Account”



     “Deposit Account”



     “Documents”



     “Entitlement Holder”



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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




     “Entitlement Order”



     “Equipment”



     “Financial Asset”



     “General Intangible”



     “Goods”



     “Instruments”



     “Inventory”



     “Investment Property”



     “Letter-of-Credit Right”



     “Proceeds”



     “Securities Account”



     “Securities Intermediary”



     “Security”



     “Security Entitlement”



          (c) The following terms shall have the following meanings:




          “Additional Pledged Collateral” means any Pledged Collateral acquired by any Grantor after the
date hereof and in which a security interest is granted pursuant to Section 2.2 (Grant of Security
Interest in Collateral), including, to the extent a security interest is granted therein pursuant
to Section 2.2 (Grant of Security Interest in Collateral), (i) all Stock and Stock Equivalents of
any Person that are acquired by any Grantor after the date hereof, together with all certificates,
instruments or other documents representing any of the foregoing and all Security Entitlements of
any Grantor in respect of any of the foregoing, (ii) all additional Indebtedness from time to time
owed to any Grantor by any obligor on the Pledged Debt Instruments and the Instruments evidencing
such Indebtedness and (iii) all interest, cash, Instruments and other property or Proceeds from
time to time received, receivable or otherwise distributed in respect of or in exchange for any of
the foregoing. “Additional Pledged Collateral” may be General Intangibles, Instruments or
Investment Property.




          “Agreement” means this Pledge and Security Agreement.




          “Approved Securities Intermediary” means a “securities intermediary” or “commodity
intermediary” (as such terms are defined in the UCC) selected or approved by the Administrative
Agent.




          “Collateral” has the meaning specified in Section 2.1 (Collateral).




          “Collateral Agents” means the Administrative Agent, in its capacity as collateral agent for
the Secured Parties, and the Term Agent, in its capacity as collateral agent to the Term Facility
Secured Parties.




          “Copyright Licenses” means any written agreement naming any Grantor as licensor or licensee
granting any right under any Copyright, including the grant of any right to copy, publicly perform,
create derivative works, manufacture, distribute, exploit or sell materials derived from any
Copyright.




          “Copyrights” means (a) all copyrights arising under the laws of the United States, any other
country or any political subdivision thereof, whether registered or unregistered and whether
published or unpublished, all registrations and recordings thereof and all applications in




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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.



connection therewith, including all registrations, recordings and applications in the United
States Copyright Office or in any foreign counterparts thereof, and (b) the right to obtain all
renewals thereof.




          “Deposit Account Control Agreement” means a letter agreement, substantially in the form of
Annex 1 (Form of Deposit Account Control Agreement) (with such changes as may be agreed to by the
Administrative Agent), executed by the Grantor, the Administrative Agent and the relevant financial
institution.




          “Domestic Person” means any “United States person” under and as defined in Section 7701(a)(30)
of the IRC.




          “Excluded Equity” means any Voting Stock in excess of 66% of the total outstanding Voting
Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this
definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class
of capital stock or other ownership interests of such issuer entitled to vote (within the meaning
of Treasury Regulations § 1.956-2(c)(2)).




          “Excluded Property” means, collectively, (i) Excluded Equity, (ii) any lease, license,
contract, property right or agreement to which any Grantor is a party or any of its rights or
interests thereunder if and to the extent that a security interest is prohibited by or in violation
of (a) any Requirement of Law applicable to such Grantor, or (b) a term, provision or condition of
or under, any such lease, license, contract, property right or agreement (unless in either clause
(a) or (b) above such law, rule or regulation or such term, provision or condition would be
rendered unenforceable against the Loans pursuant to Sections 9-406, 9-407, or 9-408 of the
applicable UCC), (iii) any “intent to use” Trademark applications for which a statement of use has
not been filed (but only until such statement is filed), (iv) Equipment owned by any Grantor that
is subject to a purchase money Lien or a Capital Lease if the contract or other agreement in which
such Lien is granted (or in the documentation providing for such Capital Lease) prohibits or
requires the consent of any Person other than the Borrower and its Affiliates as a condition to the
creation of any other Lien on such Equipment, (v) any assets of any Unrestricted Subsidiary or any
assets of or equity interests in any of an Unrestricted Subsidiary’s direct or indirect
subsidiaries, and (vi) any assets of any Immaterial Subsidiary that is not a Credit Party;
provided, however, “Excluded Property” shall not include any Proceeds, substitutions or
replacements of Excluded Property (unless such Proceeds, substitutions or replacements would
constitute Excluded Property).




          “Intellectual Property” means, collectively, all rights, priorities and privileges of any
Grantor relating to intellectual property, whether arising under United States, multinational or
foreign laws or otherwise, including Copyrights, Copyright Licenses, Patents, Patent Licenses,
Trademarks, Trademark Licenses, trade secrets and Internet domain names, and all rights to sue at
law or in equity for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom.




          “Intercompany Note” means any promissory note evidencing loans made by any Grantor or any of
its Subsidiaries to any of its Subsidiaries or another Grantor.




          “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the date
hereof among the Administrative Agent, the Term Agent, the Borrower and the other Credit Parties,
and any amendments thereto.







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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




          “LLC” means each limited liability company in which a Grantor has an interest, including those
set forth on Schedule 2 (Pledged Collateral).




          “LLC Agreement” means each operating agreement with respect to a LLC, as each agreement has
heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from
time to time.




          “Material Intellectual Property” means trademark rights in the Trademarks “Payless
ShoeSource”, “Airwalk”, “Stride Rite”, “Keds”, “Sperry” and “Saucony”, in each case as they relate
to footwear or retail shoe store services in the United States and Canada and such other
Intellectual Property owned by or licensed to a Grantor the loss or impairment of which would
reasonably be expected to have a Material Adverse Effect.




          “Non-U.S. Person” means any Person that is not a Domestic Person.




          “Partnership” means each partnership in which a Grantor has an interest, including those set
forth on Schedule 2 (Pledge Collateral).




          “Partnership Agreement” means each partnership agreement governing a Partnership, as each such
agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise
modified.




          “Patents” means (a) all letters patent of the United States, any other country or any
political subdivision thereof and all reissues and extensions thereof, (b) all applications for
letters patent of the United States or any other country and all divisionals, continuations and
continuations-in-part thereof and (c) all rights to obtain any reissues, continuations or
continuations-in-part of the foregoing.




          “Patent License” means all agreements, whether written or oral, providing for the grant by or
to any Grantor of any right to manufacture, have manufactured, use, import, sell or offer for sale
any invention covered in whole or in part by a Patent.




          “Pledged Certificated Stock” means all Certificated Securities and any other Stock and Stock
Equivalent of a Person (other than Excluded Equity) evidenced by a certificate, Instrument or other
equivalent document, in each case owned by any Grantor, including all Stock listed on Schedule 2
(Pledged Collateral).




          “Pledged Collateral” means, collectively, the Pledged Stock, Pledged Debt Instruments, any
other Investment Property of any Grantor, all chattel paper, certificates or other Instruments
representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of
the foregoing. Pledged Collateral may be General Intangibles, Instruments or Investment Property.
For the purposes of this Agreement the term “Pledged Collateral” shall not include any Excluded
Property.




          “Pledged Debt Instruments” means all right, title and interest of any Grantor in Instruments
evidencing any Indebtedness owed to such Grantor (other than Excluded Property), including all
Indebtedness described on Schedule 2 (Pledge Collateral), issued by the obligors named therein.







4









 








PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




          “Pledged Stock” means all Pledged Certificated Stock and all Pledged Uncertificated Stock.
For purposes of this Agreement, the term “Pledged Stock” shall not include any Excluded Equity.




          “Pledged Uncertificated Stock” means any Stock or Stock Equivalent of any Person that is not a
Pledged Certificated Stock or that is not Excluded Equity, including all right, title and interest
of any Grantor as a limited or general partner in any Partnership or as a member of any LLC and all
right, title and interest of any Grantor in, to and under any Partnership Agreement or LLC
Agreement to which it is a party.




          “Secured Obligations” means, in the case of the Borrower, the Obligations and, in the case of
any other Credit Party, the obligations of such Credit Party incurred pursuant to the Guaranty
under the Loan Agreement and pursuant to the other Loan Documents to which it is a party.




          “Secured Parties” means the Lenders, the Administrative Agent and any other holder of any
Secured Obligation.




          “Securities Account Control Agreement” means a letter agreement, substantially in the form of
Annex 2 (Form of Securities Account Control Agreement) (with such changes as may be agreed to by
the Administrative Agent), executed by the relevant Grantor, the Administrative Agent and the
relevant Approved Securities Intermediary.




          “Securities Act” means the Securities Act of 1933, as amended.




          “Senior Collateral Transition Date” has the meaning set forth in the Intercreditor Agreement.




          “Stock Equivalents” means all securities convertible into or exchangeable for Stock and all
warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently
convertible, exchangeable or exercisable.




          “Term Agent” means Citicorp North America, Inc., in its capacity as administrative agent under
the Term Loan Agreement.




          “Term Facility Secured Parties” shall mean the “Lenders” (as defined in the Term Loan
Agreement) and the Term Agent.




          “Term Loan Agreement” means that certain Term Loan Agreement, dated as of August 17, 2007 by
and among the Borrower, Collective Brands, Inc., the lenders party thereto and the Term Agent.




          “Term Loan Security Agreement” means that certain Pledge and Security Agreement, dated as of
August 17, 2007 by and among the Borrower, each other Grantor party thereto from time to time and
the Term Agent.




          “Trademark License” means any agreement, whether written or oral, providing for the grant by
or to any Grantor of any right to use any Trademark.







5









 








PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




          “Trademarks” means (a) all trademarks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, service marks, logos and other source or business
identifiers, and, in each case, all goodwill associated therewith, whether now existing or
hereafter adopted or acquired, all registrations and recordings thereof and all applications in
connection therewith, in each case whether 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, or otherwise, and all common-law rights related thereto, and (b) the
right to obtain all renewals thereof.




          “UCC” means the Uniform Commercial Code as from time to time in effect in the State of New
York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of
the attachment, perfection or priority of the Administrative Agent’s and the Secured Parties’
security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial
Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection or priority and for purposes of definitions related to such provisions.




          “Vehicles” means all vehicles covered by a certificate of title law of any state.




          Section 1.2 Certain Other Terms




          (a) In this Agreement, in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including” and the words “to” and “until” each mean
“to but excluding” and the word “through” means “to and including.”




          (b) The terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this
Agreement as a whole and not to any particular Article, Section, subsection or clause in this
Agreement.




          (c) References herein to an Annex, Schedule, Article, Section, subsection or clause refer to
the appropriate Annex or Schedule to, or Article, Section, subsection or clause in this Agreement.




          (d) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




          (e) Where the context requires, provisions relating to any Collateral, when used in relation
to a Grantor, shall refer to such Grantor’s Collateral or any relevant part thereof.




          (f) Any reference in this Agreement to a Loan Document shall include all appendices, exhibits
and schedules thereto, and, unless specifically stated otherwise all amendments, restatements,
supplements or other modifications thereto, and as the same may be in effect at any time such
reference becomes operative.




          (g) The term “including” means “including without limitation” except when used in the
computation of time periods.




          (h) The terms “Lender,” “Administrative Agent” and “Secured Party” include their respective
successors.







6









 








PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




          (i) References in this Agreement to any statute shall be to such statute as amended or
modified and in effect from time to time.




     ARTICLE II Grant of Security Interest



          Section 2.1 Collateral




          For the purposes of this Agreement, all of the following property now owned or at any time
hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may
acquire any right, title or interests is collectively referred to as the “Collateral”:




          (a) all Accounts;




          (b) all Chattel Paper;




          (c) all Deposit Accounts;




          (d) all Documents;




          (e) all Equipment;




          (f) all General Intangibles;




          (g) all Instruments;




          (h) all Intellectual Property;




          (i) all Inventory;




          (j) all Investment Property;




          (k) all Letter-of-Credit Rights;




          (l) all Vehicles;




          (m) the Commercial Tort Claims described on Schedule 7 (Commercial Tort Claims) and on any
supplement thereto received by the Administrative Agent pursuant to Section 4.9 (Notice of
Commercial Tort Claims);




          (n) all books and records pertaining to the other property described in this Section 2.1;




          (o) all property of any Grantor held by the Administrative Agent or any other Secured Party,
including all property of every description, in the possession or custody of or in transit to the
Administrative Agent or such Secured Party for any purpose, including safekeeping, collection or
pledge, for the account of such Grantor;




          (p) all other Goods and personal property of such Grantor, whether tangible or intangible and
wherever located; and







7









 








PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




          (q) to the extent not otherwise included, all Proceeds;



provided, however, that “Collateral” shall not include any Excluded Property; and provided,
further, that if and when any property shall cease to be Excluded Property, such property shall be
deemed at all times from and after the date hereof to constitute Collateral.




          Section 2.2 Grant of Security Interest in Collateral




          Each Grantor, as collateral security for the full, prompt and complete payment and performance
when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of
such Grantor, hereby mortgages, pledges and hypothecates to the Administrative Agent for the
benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the
Secured Parties a lien on and security interest in, all of its right, title and interest in, to and
under the Collateral of such Grantor; provided, however, that, if and when any property that at any
time constituted Excluded Property becomes Collateral, the Administrative Agent shall have, and at
all times from and after the date hereof be deemed to have had, a security interest in such
property.




          Section 2.3 Cash Management Accounts




          Each Grantor has established a Cash Management Account with an appropriate Cash Management
Bank in accordance with Section 2.7 of the Loan Agreement. Each Cash Management Account will serve
as a cash collateral account securing payment of the Secured Obligations, and in which each Grantor
hereby grants a Lien to the Administrative Agent.




     ARTICLE III Representations and Warranties



          To induce the Lenders and the Administrative Agent to enter into the Loan Agreement, each
Grantor hereby represents and warrants each of the following to the Administrative Agent, the
Lenders and the other Secured Parties:




          Section 3.1 Title; No Other Liens




          Except for the Lien granted to the Administrative Agent pursuant to this Agreement, the Lien
granted to the Term Agent pursuant to the Term Loan Security Agreement and the other Liens
permitted to exist on the Collateral under the Loan Agreement, such Grantor (a) is the record and
beneficial owner of that portion of the Pledged Collateral pledged by it hereunder constituting
Instruments or Certificated Securities, (b) is the Entitlement Holder of all such Pledged
Collateral constituting Investment Property held in a Securities Account and (c) has rights in or
the power to transfer each other item of Collateral in which a Lien is granted by it hereunder,
free and clear of any other Lien.




          Section 3.2 Perfection and Priority




          The security interest granted pursuant to this Agreement shall constitute a valid and
continuing perfected security interest in favor of the Administrative Agent in the Collateral for
which perfection is governed by the UCC or filing with the United States Copyright Office upon (i)
in the case of all Collateral in which a security interest may be perfected by filing a financing
statement under the UCC, the completion of the filings and other actions specified on Schedule 3
(Filings) (which, in the case of all filings and other documents referred to on such






8









 








PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.



schedule, have been delivered to the Administrative Agent in completed and duly executed
form), (ii) the delivery to the Administrative Agent of Collateral consisting of Instruments and
Certificated Securities, in each case properly endorsed for transfer to the Administrative Agent or
in blank, (iii) the execution of Securities Account Control Agreements with respect to Investment
Property not in certificated form and held in a securities account covered by such agreement, (iv)
the execution of Deposit Account Control Agreements with respect to certain Deposit Accounts of a
Grantor and (v) appropriate filings having been made with the United States Copyright Office. Such
perfected security interests shall be prior to all other Liens on the Collateral except for
Permitted Liens having priority over the Administrative Agent’s Lien as permitted under the Loan
Agreement, Liens in favor of the Term Facility Secured Parties subject to the provisions of the
Intercreditor Agreement.




          Section 3.3 Jurisdiction of Organization; Chief Executive Office




          Such Grantor’s jurisdiction of organization, legal name, organizational identification number,
if any, and the location of such Grantor’s chief executive office or sole place of business, in
each case as of the date hereof, is specified on Schedule 1 (Jurisdiction of Organization;
Principal Executive Office).




          Section 3.4 Inventory and Equipment




          On the date hereof, such Grantor’s Inventory and Equipment (other than mobile goods and
Inventory or Equipment in transit) are kept at the locations listed on Schedule 4 (Location of
Inventory and Equpment).




          Section 3.5 Pledged Collateral




          (a) The Pledged Stock pledged hereunder by such Grantor is listed on Schedule 2 (Pledged
Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of
each issuer thereof as set forth on Schedule 2 (Pledged Collateral).




          (b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and
partnerships) has been duly authorized, validly issued and is fully paid and nonassessable.




          (c) Each of the Pledged Debt Instruments constitutes the legal, valid and binding obligation
of the obligor with respect thereto, enforceable in accordance with its terms, subject to the
effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally, and general equitable
principles (whether considered in a proceeding in equity or at law).




          (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting
of Certificated Securities or Instruments has been delivered to the Term Agent as agent for the
Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the
Secured Parties.




          (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account on the
date hereof is subject to a Securities Account Control Account.







9









 








PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




          (f) Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral
on the date hereof other than that represented by Certificated Securities or Instruments in the
possession of the Term Agent as agent for the Term Facility Secured Parties and, pursuant to the
Intercreditor Agreement, as bailee for the Secured Parties, or that consist of Financial Assets
held in a Securities Account that is subject to a Securities Account Control Agreement.




          (g) The Governing Documents of any Person governing any Pledged Stock provide that, upon the
occurrence and during the continuance of an Event of Default, the Term Agent as agent for the Term
Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured
Parties, shall be entitled to exercise all of the rights of the Grantor granting the security
interest therein, and that a transferee or assignee of Stock of such Person shall become a member,
partner or, as the case may be, other holder of such Pledged Stock to the same extent as the
Grantor in such Person entitled to participate in the management of such Person and, upon the
transfer of the entire interest of such Grantor, such Grantor ceases to be a member, partner or, as
the case may be, other holder of such Pledged Stock.




          Section 3.6 Accounts




          No amount in excess of $500,000 payable to such Grantor under or in connection with any
Account is evidenced by any Instrument or Chattel Paper that has not been delivered within 10 days
after the receipt thereof to the Term Agent as agent for the Term Facility Secured Parties and,
pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, properly endorsed for
transfer, to the extent delivery is required by Section 4.4 (Pledged Collateral).




          Section 3.7 Intellectual Property




          (a) Schedule 5 (Intellectual Proprty) lists all Material Intellectual Property of such Grantor
on the Closing Date separately identifying that owned by such Grantor and that licensed to such
Grantor.




          (b) As of the Closing Date, all Material Intellectual Property owned by such Grantor in the
United States and Canada (i) is valid, subsisting, unexpired and not unenforceable, has not been
adjudged invalid and has not been abandoned and (ii) the use thereof in the business of such
Grantor does not infringe, misappropriate, dilute or violate the intellectual property rights of
any other Person except as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.




          (c) As of the Closing Date, no holding, decision or judgment has been rendered by any
Governmental Authority in the United States or Canada that would limit or cancel the validity of
such Grantor’s rights in any Material Intellectual Property.




          (d) Except as disclosed in any public filing or on Schedule 3.7(d) (Certain Actions), no
action or proceeding seeking to limit or cancel the validity of any Material Intellectual Property
owned by such Grantor or such Grantor’s ownership interest therein, in each case in the United
States or Canada, is pending or, to the knowledge of such Grantor, threatened.







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          Section 3.8 Deposit Accounts; Securities Accounts




          The only Deposit Accounts or Securities Accounts maintained by any Grantor on the date hereof
are those listed on Schedule 6 (Bank Accounts; Control Accounts), which sets forth such information
separately for each Grantor.




          Section 3.9 Commercial Tort Claims




          The only Commercial Tort Claims of any Grantor existing on the date hereof (regardless of
whether the amount, defendant or other material facts can be determined and regardless of whether
such Commercial Tort Claim has been asserted, threatened or has otherwise been made known to the
obligee thereof or whether litigation has been commenced for such claims) are those listed on
Schedule 7 (Commerical Tort Claiams), which sets forth such information separately for each
Grantor.




     ARTICLE IV Covenants



          Each Grantor agrees with the Administrative Agent to the following, as long as any Obligation
or Commitment remains outstanding and, in each case, unless the Required Lenders otherwise consent
in writing, or unless otherwise provided in the Loan Agreement:




          Section 4.1 Generally




          Such Grantor shall not use or permit any Collateral to be used unlawfully or in violation of
any provision of this Agreement, any other Loan Document, any Related Document, any Requirement of
Law or any policy of insurance covering the Collateral.




          Section 4.2 Maintenance of Perfected Security Interest; Further Documentation




          (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected
security interest having at least the priority described in Section 3.2 (Perfection and Priority)
and Section 2.2 (Grant of Security Interests in Collateral) and shall defend such security interest
and such priority against the claims and demands of all Persons subject to the Intercreditor
Agreement.




          (b) Such Grantor shall furnish 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
and in form and substance reasonably satisfactory to the Administrative Agent.




          (c) At any time and from time to time, upon the written request of the Administrative Agent,
and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver,
and have recorded, such further instruments and documents and take such further action as the
Administrative Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted, including the filing of any
financing or continuation statement under the UCC (or other similar laws) in effect in any
jurisdiction with respect to the security interest created hereby and the execution and delivery of
Deposit Account Control Agreements and Securities Account Control Agreements.







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          Section 4.3 Maintenance of Records.




          Such Grantor shall keep and maintain at its own cost and expense satisfactory and complete
records of the Collateral, including a record of all payments received and all credits granted with
respect to the Collateral and all other dealings with the Collateral. If requested by the
Administrative Agent, the security interest of the Administrative Agent shall be noted on the
certificate of title of each Vehicle.




          Section 4.4 Pledged Collateral




          (a) Such Grantor shall (i) deliver not later than 10 days following the receipt thereof to the
Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor
Agreement, as bailee for the Secured Parties, all certificates and Instruments representing or
evidencing any Pledged Collateral (including Additional Pledged Collateral) which, in the case of
Pledged Debt Instruments is in the face amount of at least $1,000,000, whether now existing or
hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by
such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment
in blank, all in form and substance satisfactory to the Collateral Agents, together, in respect of
any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in
substantially the form of Annex 3 (Form of Pledge Amendment), an acknowledgment and agreement to a
Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 4
(Form of Joinder Agreement), or such other documentation acceptable to the Collateral Agents,
provided, that any Pledged Debt Instruments existing on the Closing Date that represent
indebtedness payable by one Grantor to another Grantor shall be delivered to the Term Agent within
30 days after the Closing Date, and (ii) maintain all other Pledged Collateral constituting
Investment Property in a Control Account. Such Grantor authorizes the Administrative Agent to
attach each Pledge Amendment to this Agreement. The Term Agent as agent for the Term Facility
Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties,
shall have the right, at any time in its discretion and without notice to the Grantor, to transfer
to or to register in its name or in the name of its nominees any Pledged Collateral during the
continuance of an Event of Default. The Term Agent as agent for the Term Facility Secured Parties
and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, shall have the
right at any time to exchange any certificate or instrument representing or evidencing any Pledged
Collateral for certificates or instruments of smaller or larger denominations during the
continuance of an Event of Default.




          (b) Except as provided in Article V (Remedial Provisions), each Grantor shall be entitled
hereunder to receive all cash dividends paid in respect of the Pledged Collateral (other than
liquidating or distributing dividends) with respect to the Pledged Collateral. Any sums paid upon
or in respect of any Pledged Collateral upon the liquidation or dissolution of any issuer of any
Pledged Collateral, any distribution of capital made on or in respect of any Pledged Collateral or
any property distributed upon or with respect to any Pledged Collateral pursuant to the
recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant
to the reorganization thereof shall, unless otherwise subject to a perfected security interest in
favor of the Collateral Agents, be delivered to the Term Agent as agent for the Term Facility
Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, to
be held by it hereunder as additional collateral security for the Secured Obligations. If any sum
of money or property so paid or distributed in respect of any Pledged Collateral shall be received
by such Grantor as bailee, such Grantor shall, until such money or property is paid or delivered to
the Term Agent as agent for the Term Facility Secured Parties and, pursuant to the






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Intercreditor Agreement, as bailee for the Secured Parties, hold such money or property in
trust for the Collateral Agents, segregated from other funds of such Grantor, as additional
security for the Secured Obligations.




          (c) Except as provided in Article V (Remedial Provisions), each Grantor shall be entitled to
exercise all voting, consent and corporate, partnership, limited liability company and similar
rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast,
consent given or right exercised or other action taken by such Grantor that would materially impair
the Collateral or violate the Loan Agreement.




          (d) Such Grantor shall not grant “control” (within the meaning of such term under Article
9-106 of the UCC) over any Investment Property to any Person other than, the Term Agent as agent
for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for
the Secured Parties and statutory control granted to the Securities Intermediary solely due to the
Securities Intermediary’s possession of such Investment Property in a Securities Account.




          (e) In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees
to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and
shall comply with such terms insofar as such terms are applicable to it. In the case of any
Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of
Pledged Collateral during the continuance of an Event of Default, such Grantor consents to (i) the
exercise of the rights granted to the Collateral Agents hereunder (including those described in
Section 5.3 (Pledged Collateral)), and (ii) the pledge by each other Grantor, pursuant to the terms
hereof, of the Pledged Stock in such Person and to the transfer of such Pledged Stock to the Term
Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement,
as bailee for the Secured Parties, or its nominee and to the substitution of the Term Agent as
agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee
for the Secured Parties, or its nominee as a holder of such Pledged Stock with all the rights,
powers and duties of other holders of Pledged Stock of the same class and, if the Grantor having
pledged such Pledged Stock hereunder had any right, power or duty at the time of such pledge or at
the time of such substitution beyond that of such other holders, with all such additional rights,
powers and duties. Such Grantor agrees to execute and deliver to the Term Agent as agent for the
Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the
Secured Parties, such certificates, agreements and other documents as may be necessary to evidence,
formalize or otherwise give effect to the consents given in this clause (e).




          Section 4.5 Accounts




          (a) Such Grantor shall not, other than in the ordinary course of business consistent with its
past practice, (i) grant any extension of the time of payment of any Account, (ii) compromise or
settle any Account for less than the full amount thereof, (iii) release, wholly or partially, any
Person liable for the payment of any Account, (iv) allow any credit or discount on any Account or
(v) amend, supplement or modify any Account in any manner that could adversely affect the value
thereof.




          (b) The Administrative Agent shall have the right to make test verifications of the Accounts
in any manner and through any medium that it reasonably considers advisable, and such Grantor shall
furnish all such assistance and information as the Administrative Agent






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may reasonably require in connection therewith. At any time and from time to time, upon the
Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause
independent public accountants or others satisfactory to the Administrative Agent to furnish to the
Administrative Agent reports showing reconciliations, aging and test verifications of, and trial
balances for, the Accounts; provided, however, that in the case of any appraisal or audit, such
appraisal or audit may only be undertaken if Revolver Usage at the time of such appraisal or audit
is undertaken is in excess of $100,000,000 and provided further, that unless a Default or an Event
of Default is continuing or a Triggering Period has occurred and is continuing, the Administrative
Agent shall request no more than two such reports during any calendar year.




          Section 4.6 Delivery of Instruments and Chattel Paper




          Except as otherwise agreed by the Administrative Agent, if any amount in excess of $1,000,000
payable under or in connection with any Collateral owned by such Grantor shall be or become
evidenced by an Instrument or Chattel Paper, such Grantor shall deliver within 10 days following
the receipt thereof such Instrument or Chattel Paper to the Term Agent as agent for the Term
Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured
Parties, duly indorsed in a manner satisfactory to the Collateral Agents, or, if consented to by
the Collateral Agents, s shall mark all such Instruments and Chattel Paper with the following
legend: “This writing and the obligations evidenced or secured hereby are subject to the security
interest of Wells Fargo Retail Finance, LLC, as Administrative Agent under that certain Amended and
Restated Loan and Guaranty Agreement, and Citicorp North America, Inc., as Administrative Agent
under that certain Term Loan Agreement”.




          Section 4.7 Intellectual Property




          (a) Such Grantor (either itself or through licensees) shall (i) continue to use each Trademark
that is Material Intellectual Property in order to maintain such Trademark with respect to footwear
and retail shoe store services (if so used as of the date hereof), free from any claim of
abandonment for non-use, (ii) except as it may otherwise determine in the ordinary course of its
business, maintain as in the past the quality of products and services offered under such
Trademark, (iii) generally use such Trademark with commercially reasonable notices of registration
and regular notices and legends required by applicable Requirements of Law and (iv) not (and not
permit any licensee or sublicensee thereof to) knowingly do any act or knowingly omit to do any act
whereby such Trademark (or any goodwill associated therewith) may become destroyed or invalidated
in any way.




          (b) Such Grantor (either itself or through licensees) shall not do any act, or omit to do any
act, whereby any Patent that is Material Intellectual Property becomes forfeited, abandoned or
dedicated to the public.




          (c) Such Grantor shall notify the Administrative Agent promptly if it knows that any
registration owned by such Grantor for any Material Intellectual Property is likely to become
forfeited, abandoned or dedicated to the public or any action or proceeding is commenced seeking to
limit in any material respect or cancel such Grantor’s ownership of, right to use, interest in, or
the validity of, any Material Intellectual Property or such Grantor’s right to register the same or
to own and maintain the same.




          (d) Whenever such Grantor, either by itself or through any agent, licensee or designee, shall
file an application for the registration of any Intellectual Property with the United






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States Patent and Trademark Office, the United States Copyright Office or any similar office
or agency within the United States or register any Internet domain name, such Grantor shall report
such filing to the Administrative Agent within 60 days after the last day of the fiscal quarter in
which such filing occurs. Upon request of the Administrative Agent, such Grantor shall execute and
deliver, and have recorded in the United States, all agreements, instruments, documents and papers
as the Administrative Agent may request to evidence the Administrative Agent’s security interest in
any Copyright, Patent, Trademark or Internet domain name and the goodwill and general intangibles
of such Grantor relating thereto or represented thereby. The failure to provide or any omissions
from such report shall not constitute an Event of Default unless any Material Intellectual Property
is omitted therefrom. At the written request of the Administrative Agent, each Grantor shall
provide a true and complete list of all Material Intellectual Property and United States copyright
registrations included in the Collateral.




          (e) Such Grantor shall take all reasonable actions necessary or requested by the
Administrative Agent, including in any proceeding before the United States Patent and Trademark
Office, the United States Copyright Office or any similar office or agency and any Internet domain
name registrar, to maintain and pursue each application (and to obtain the relevant registration)
and to maintain each registration of any Copyright, Trademark, Patent or Internet domain name that
is Material Intellectual Property, and that is in such Grantor’s reasonable judgment appropriate,
including filing of applications for renewal, affidavits of use, affidavits of incontestability.




          (f) In the event that any Material Intellectual Property is or has been infringed upon or
misappropriated or diluted by a third party, such Grantor shall notify the Administrative Agent
promptly after such Grantor learns thereof. Such Grantor shall take appropriate action in response
to such infringement, misappropriation of dilution, including when bringing suit for infringement,
misappropriation or dilution and to recover all damages for such infringement, misappropriation of
dilution, and shall taking such other actions, in each case as appropriate in such Grantor’s
reasonable judgment under the circumstances to protect such Material Intellectual Property.




          (g) Unless otherwise agreed to by the Administrative Agent, such Grantor shall execute and
deliver to the Administrative Agent for filing (i) in the United States Copyright Office a
short-form copyright security agreement in the form attached hereto as Annex 5 (Form of Short Form
Intellectual Prperty Security Agreement), (ii) in the United States Patent and Trademark Office and
with the Secretary of State of all appropriate States of the United States a short-form patent
security agreement in the form attached hereto as Annex 5 (Form of Short Form Intellectual Property
Security Agreement) and (iii) in the United States Patent and Trademark Office a short-form
trademark security agreement in form attached hereto as Annex 5 (Form of Short Form Intellectual
Property Security Agreement).




          Section 4.8 Payment of Obligations




          Such Grantor shall pay and discharge or otherwise satisfy at or before maturity or before they
become delinquent, as the case may be, all taxes, assessments and governmental charges or levies
imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of
any kind (including claims for labor, materials and supplies) against or with respect to the
Collateral, except that no such charge need be paid if (i) the amount or validity thereof is
currently being contested in good faith by appropriate proceedings, reserves in






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conformity with GAAP with respect thereto have been provided on the books of such Grantor, or
(ii) such proceedings could not reasonably be expected to result in a Material Adverse Effect.




          Section 4.9 Notice of Commercial Tort Claims




          Such Grantor agrees that (i) within 60 days after the end of each fiscal quarter, such Grantor
shall provide to the Administrative Agent a report setting forth all Commercial Tort Claims for
which such Grantor has filed a complaint in a court of competent jurisdiction with respect to which
the pleadings seek damages in excess of $1,000,000, if any, and (ii) the provisions of Section 2.1
(Collateral) shall apply with respect to any such Commercial Tort Claims. Any report delivered
pursuant to this Section 4.9 (Notice of Commercial Tort Claims) shall, after the receipt thereof by
the Administrative Agent, become part of Schedlue 7 (Commerical Tort Claims) for all purposes
hereunder other than in respect of representations and warranties made prior to the date of such
receipt.




     ARTICLE V Remedial Provisions



          Section 5.1 Code and Other Remedies




          During the continuance of an Event of Default, the Administrative Agent may exercise, in
addition to all other rights and remedies granted to it in this Agreement and in any other
instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and
remedies of a secured party under the UCC or any other applicable law. Without limiting the
generality of the foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any notice required by
law referred to below) to or upon any Grantor or any other Person (all and each of which demands,
defenses, advertisements and notices are hereby waived to the extent permitted by law), may in such
circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may
forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and
deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public
or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or
any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices
as it may deem best, for cash or on credit or for future delivery without assumption of any credit
risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to
the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to
purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption
of any Grantor, which right or equity is hereby waived and released to the fullest extent permitted
by law. Each Grantor further agrees, at the Administrative Agent’s request during the continuance
of an Event of Default, to assemble the Collateral and make it available to the Administrative
Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s
premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken
by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind
incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in
any way relating to the Collateral or the rights of the Administrative Agent and any other Secured
Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or
in part of the Secured Obligations, in such order as the Loan Agreement shall prescribe, and only
after such application and after the payment by the Administrative Agent of any other amount
required by any provision of law, need the Administrative Agent account for the surplus, if any, to
any Grantor. To the extent permitted






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by applicable law, each Grantor waives all claims, damages and demands it may acquire against
the Administrative Agent or any other Secured Party arising out of the exercise by them of any
rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given at least 10 Business
Days before such sale or other disposition.




          Section 5.2 Accounts and Payments in Respect of General Intangibles




          (a) In addition to, and not in substitution for, any similar requirement in the Loan
Agreement, if required by the Administrative Agent at any time during the continuance of an Event
of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by
any Grantor, shall be forthwith deposited by such Grantor in the exact form received, duly indorsed
by such Grantor to the Administrative Agent, in a Cash Management Account, subject to withdrawal by
the Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over To Administrative
Agent). Until so turned over, such payment shall be held by such Grantor in trust for the
Administrative Agent, segregated from other funds of such Grantor.




          (b) At the Administrative Agent’s request, during the continuance of an Event of Default, each
Grantor shall deliver to the Administrative Agent or, at the Administrative Agent’s option, permit
the Administrative Agent access to obtain copies or original and other documents evidencing, and
relating to, the agreements and transactions that gave rise to the Accounts or payments in respect
of General Intangibles, including all original orders, invoices and shipping receipts.




          (c) The Administrative Agent may, without notice to the Grantors, at any time during the
continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its
Accounts or amounts due under General Intangibles or any thereof.




          (d) The Administrative Agent in its own name or in the name of others may at any time during
the continuance of an Event of Default communicate with Account Debtors to verify with them to the
Administrative Agent’s satisfaction the existence, amount and terms of any Account or amounts due
under any General Intangible.




          (e) Upon the request of the Administrative Agent at any time during the continuance of an
Event of Default, each Grantor shall notify Account Debtors that the Accounts or General
Intangibles have been collaterally assigned to the Administrative Agent and that payments in
respect thereof shall be made directly to the Administrative Agent. In addition, the
Administrative Agent may at any time during the continuance of an Event of Default enforce such
Grantor’s rights against such Account Debtors and obligors of General Intangibles.




          (f) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Accounts and payments in respect of General Intangibles to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all in accordance with
the terms of any agreement giving rise thereto. Neither the Administrative Agent nor any other
Secured Party shall have any obligation or liability under any agreement giving rise to an Account
or a payment in respect of a General Intangible by reason of or arising out of this Agreement or
the receipt by the Administrative Agent or any other Secured Party of any payment relating thereto,
nor shall the Administrative Agent nor any other Secured Party be obligated in any manner to
perform any obligation of any Grantor under or pursuant to any agreement giving rise to an Account
or a payment in respect of a General Intangible, to make






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any payment, to make any inquiry as to the nature or the sufficiency of any payment received
by it or as to the sufficiency of any performance by any party thereunder, to present or file any
claim, to take any action to enforce any performance or to collect the payment of any amounts that
may have been assigned to it or to which it may be entitled at any time or times.




          Section 5.3 Pledged Collateral




          (a) During the continuance of an Event of Default, at the request of, and upon notice from the
Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have
the right to receive any Proceeds of the Pledged Collateral and make application thereof to the
Obligations in the order set forth in the Loan Agreement and (ii) the Term Agent as agent for the
Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the
Secured Parties, or its nominee may exercise (A) any voting, consent, corporate and other right
pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the
case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right
of conversion, exchange and subscription and any other right, privilege or option pertaining to the
Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its
discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation,
reorganization, recapitalization or other fundamental change in the corporate or equivalent
structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral
with any committee, depositary, transfer agent, registrar or other designated agency upon such
terms and conditions as the Collateral Agents may determine), all without liability except to
account for property actually received by it; provided, however, that the Term Agent shall have no
duty to any Grantor to exercise any such right, privilege or option and shall not be responsible
for any failure to do so or delay in so doing.




          (b) During the continuance of an Event of Default, in order to permit the Term Agent as agent
for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for
the Secured Parties, to exercise the voting and other consensual rights that it may be entitled to
exercise pursuant hereto and to receive all dividends and other distributions that it may be
entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be
executed and delivered) to the Term Agent as agent for the Term Facility Secured Parties and,
pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, all such proxies,
dividend payment orders and other instruments as the Collateral Agents may from time to time
reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby
grants to the Term Agent as agent for the Term Facility Secured Parties and, pursuant to the
Intercreditor Agreement, as bailee for the Secured Parties, an irrevocable proxy to vote all or any
part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to
which a holder of the Pledged Collateral would be entitled (including giving or withholding written
consents of shareholders, partners or members, as the case may be, calling special meetings of
shareholders, partners or members, as the case may be, and voting at such meetings), which proxy
shall be effective, automatically and without the necessity of any action (including any transfer
of any Pledged Collateral on the record books of the issuer thereof) by any other person (including
the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an
Event of Default and which proxy shall only terminate upon the payment in full of the Secured
Obligations.




          (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged
Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from
any Collateral Agent in writing that (A) states that an Event of Default has






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occurred and is continuing and (B) is otherwise in accordance with the terms of this
Agreement, without any other or further instructions from such Grantor, and each Grantor agrees
that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly
permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly
to the Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor
Agreement, as bailee for the Secured Parties.




          Section 5.4 Proceeds to be Turned Over To Administrative Agent




          Unless otherwise expressly provided in the Loan Agreement, all Proceeds received by the
Administrative Agent hereunder in cash or Cash Equivalents shall be held by the Administrative
Agent in a Cash Management Account. All Proceeds while held by the Administrative Agent in a Cash
Management Account (or by such Grantor in trust for the Administrative Agent) shall continue to be
held as collateral security for the Secured Obligations and shall not constitute payment thereof
until applied as provided in the Loan Agreement or in the Intercreditor Agreement.




          Section 5.5 Securities Laws




          (a) Each Grantor recognizes that the Term Agent as agent for the Term Facility Secured Parties
and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, may be unable to
effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the
Securities Act and applicable state securities laws or otherwise or may determine that a public
sale is impracticable or not commercially reasonable and, accordingly, may resort to one or more
private sales thereof to a restricted group of purchasers that shall be obliged to agree, among
other things, to acquire such securities for their own account for investment and not with a view
to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private
sale may result in prices and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner. The Term Agent acting in the above-referenced capacities
shall be under no obligation to delay a sale of any Pledged Collateral for the period of time
necessary to permit the issuer thereof to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if such issuer would agree to do
so.




          (b) During the continuance of an Event of Default, each Grantor agrees to use commercially
reasonable efforts to do or cause to be done all such other acts as may be reasonably requested of
it to make such sale or sales of all or any portion of the Pledged Collateral pursuant to this
Error! Reference source not found. valid and binding and in compliance with all other applicable
Requirements of Law. Each Grantor further agrees that a breach of any covenant contained in this
Section 5.5 will cause irreparable injury to the Collateral Agents, the Term Facility Secured
Parties and the Secured Parties, that the Collateral Agents, the Term Facility Secured Parties and
the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence,
that each and every covenant contained in this Error! Reference source not found. shall be
specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to
assert any defense against an action for specific performance of such covenants except for a
defense that no Event of Default has occurred under the Loan Agreement or the Term Loan Agreement.







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          Section 5.6 Deficiency




          Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay the Secured Obligations and the reasonable
out-of-pocket fees and disbursements of counsel employed by the Administrative Agent to collect
such deficiency.




          Section 5.7 Remedies Subject to Intercreditor Agreement




          Notwithstanding the foregoing provisions, any rights and remedies and all representations and
covenants contained in this Article V (Remedial Provisions) are qualified by and shall be subject
to the terms of the Intercreditor Agreement.




     ARTICLE VI The Administrative Agent



          Section 6.1 Administrative Agent’s Appointment as Attorney-in-Fact




          (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any
officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of such Grantor and in the name of
such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to
take any appropriate action and to execute any document or instrument that may be necessary or
desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the
foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of
such Grantor, without notice to or assent by such Grantor, to do any of the following:





     (i) in the name of such Grantor or its own name, or otherwise, take possession of and
indorse and collect any check, draft, note, acceptance or other instrument for the payment
of moneys due under any Account or General Intangible or with respect to any other
Collateral and file any claim or take any other action or proceeding in any court of law or
equity or otherwise deemed appropriate by the Administrative Agent for the purpose of
collecting any such moneys due under any Account or General Intangible or with respect to
any other Collateral whenever payable;




     (ii) in the case of any Intellectual Property, execute and deliver, and have recorded,
any agreement, instrument, document or paper as the Administrative Agent may deem
appropriate to evidence the Administrative Agent’s security interest in such Intellectual
Property and the goodwill and General Intangibles of such Grantor relating thereto or
represented thereby;




     (iii) pay or discharge taxes and Liens levied or placed on or threatened against the
Collateral, effect any repair or pay any insurance called for by the terms of this
Agreement (including all or any part of the premiums therefor and the costs thereof);




     (iv) execute, in connection with any sale provided for in Section 5.1 (Code and Other
Remedies) or Section 5.5 (Securities Laws), any endorsement, assignment or other instrument
of conveyance or transfer with respect to the Collateral; and



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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.





     (v) (A) direct any party liable for any payment under any Collateral to make payment
of any moneys due or to become due thereunder directly to the Administrative Agent or as
the Administrative Agent shall direct, (B) ask or demand for, collect, and receive payment
of and receipt for, any moneys, claims and other amounts due or to become due at any time
in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight
or express bill, bill of lading, storage or warehouse receipt, draft against debtors,
assignment, verification, notice and other document in connection with any Collateral, (D)
commence and prosecute any suit, action or proceeding at law or in equity in any court of
competent jurisdiction to collect any Collateral and to enforce any other right in respect
of any Collateral, (E) defend any suit, action or proceeding brought against such Grantor
with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or
proceeding and, in connection therewith, give such discharges or releases as the
Administrative Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark
(along with the goodwill of the business to which any such Trademark pertains) throughout
the world for such term or terms, on such conditions, and in such manner as the
Administrative Agent shall in its sole discretion determine, including the execution and
filing of any document necessary to effectuate or record such assignment and (H) generally,
sell, transfer, pledge and make any agreement with respect to or otherwise deal with any
Collateral as fully and completely as though the Administrative Agent were the absolute
owner thereof for all purposes, and 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
and the Administrative Agent’s and the other Secured Parties’ security interests therein
and to effect the intent of this Agreement, all as fully and effectively as such Grantor
might do.


Anything in this clause (a) to the contrary notwithstanding, the Administrative Agent agrees that
it shall not exercise any right under the power of attorney provided for in this clause (a) unless
an Event of Default shall be continuing.




          (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the
Administrative Agent, at its option during the continuance of a Default or an Event of Default, but
without any obligation so to do, may perform or comply, or otherwise cause performance or
compliance, with such agreement.




          (c) The reasonable out-of-pocket expenses of the Administrative Agent incurred in connection
with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate
per annum equal to the rate per annum at which interest would then be payable on past due Loans
that are Base Rate Loans under the Loan Agreement, from the date of payment by the Administrative
Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the
Administrative Agent on demand.




          (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done
by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable until this Agreement is terminated and the security interests
created hereby are released.







21









 








PLEDGE AND SECURITY AGREEMENT

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          Section 6.2 Duty of Administrative Agent




          The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession shall be to deal with it in the same manner as the
Administrative Agent deals with similar property for its own account. None of the Administrative
Agent, any other Secured Party nor any of their respective officers, directors, employees or agents
shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Grantor or any other Person or to take any other action whatsoever with regard to
any Collateral. The powers conferred on the Administrative Agent hereunder are solely to protect
the Administrative Agent’s interest in the Collateral and shall not impose any duty upon the
Administrative Agent or any other Secured Party to exercise any such powers. The Administrative
Agent and the other Secured Parties shall be accountable only for amounts that they actually
receive as a result of the exercise of such powers, and neither they nor any of their respective
officers, directors, employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.




          Section 6.3 Authorization of Financing Statements




          Each Grantor authorizes the Administrative Agent and its Affiliates, counsel and other
representatives, at any time and from time to time, to file or record financing statements,
amendments to financing statements, and other filing or recording documents or instruments with
respect to the Collateral in such form and in such offices as the Administrative Agent reasonably
determines appropriate to perfect the security interests of the Administrative Agent under this
Agreement, and such financing statements and amendments may describe the Collateral covered thereby
as “all assets of the debtor”, “all personal property of the debtor” or words of similar effect.
Each Grantor hereby also authorizes the Administrative Agent and its Affiliates, counsel and other
representatives, at any time and from time to time, to file continuation statements with respect to
previously filed financing statements. A photographic or other reproduction of this Agreement
shall be sufficient as a financing statement or other filing or recording document or instrument
for filing or recording in any jurisdiction.




          Section 6.4 Authority of Administrative Agent




          Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent
under this Agreement with respect to any action taken by the Administrative Agent or the exercise
or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other
right or remedy provided for herein or resulting or arising out of this Agreement shall, as between
the Administrative Agent and the other Secured Parties, be governed by the Loan Agreement and by
such other agreements with respect thereto as may exist from time to time among them, but, as
between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively
presumed to be acting as agent for the Administrative Agent and the other Secured Parties with full
and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation,
or entitlement, to make any inquiry respecting such authority.







22









 








PLEDGE AND SECURITY AGREEMENT

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     ARTICLE VII Miscellaneous



          Section 7.1 Amendments in Writing




          None of the terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except in accordance with Section 15.1 (Amendments and Waivers) of the Loan
Agreement; provided, however, that annexes to this Agreement may be supplemented (but no existing
provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder
Agreements, in substantially the form of Annex 3 (Form of Pledge Amendment) and Annex 4 (Form of
Joinder Agreement) respectively, in each case duly executed by the Administrative Agent and each
Grantor directly affected thereby.




          Section 7.2 Notices




          All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder
shall be effected in the manner provided for in Section 12 (Notices) of the Loan Agreement;
provided, however, that any such notice, request or demand to or upon any Grantor shall be
addressed to the Borrower’s notice address set forth in such Section 12 (Notices) of the Loan
Agreement.




          Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies




          Neither the Administrative Agent nor any other Secured Party shall by any act (except by a
written instrument pursuant to Section 7.15 (Amendments in Writing)), delay, indulgence, omission
or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of
the Administrative Agent or any other Secured Party, any right, power or privilege hereunder shall
operate as a waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. A waiver by the Administrative Agent or any other Secured Party of any right
or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that
the Administrative Agent or such other Secured Party would otherwise have on any future occasion.
The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and
are not exclusive of any other rights or remedies provided by law.




          Section 7.4 Successors and Assigns




          This Agreement shall be binding upon the successors and assigns of each Grantor and shall
inure to the benefit of the Administrative Agent and each other Secured Party and their successors
and assigns; provided, however, that no Grantor may assign, transfer or delegate any of its rights
or obligations under this Agreement without the prior written consent of the Administrative Agent.




          Section 7.5 Counterparts




          This Agreement may be executed by one or more of the parties to this Agreement on any number
of separate counterparts (including by telecopy), each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple counterparts and attached to a






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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.



single counterpart so that all signature pages are attached to the same document. Delivery of
an executed counterpart by telecopy shall be effective as delivery of a manually executed
counterpart.




          Section 7.6 Severability




          Any provision of this Agreement that 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 provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.




          Section 7.7 Section Headings




          The Article and Section titles contained in this Agreement are, and shall be, without
substantive meaning or content of any kind whatsoever and are not part of the agreement of the
parties hereto.




          Section 7.8 Entire Agreement




          This Agreement together with the other Loan Documents represents the entire agreement of the
parties and supersedes all prior agreements and understandings relating to the subject matter
hereof.




          Section 7.9 Governing Law




          This Agreement and the rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.




          Section 7.10 Additional Grantors




          If, pursuant to Section 6.14 (Formation of Subsidiaries) of the Loan Agreement, the Borrower
shall be required to cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such
Subsidiary shall execute and deliver to the Administrative Agent a Joinder Agreement substantially
in the form of Annex 4 (Form of Joinder Agreement) and shall thereafter for all purposes be a party
hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing
Date.




          Section 7.11 Release of Collateral




          (a) At the time provided in Section 16.12(a)(i) (Collateral Matters) of the Loan Agreement,
the Collateral shall be released from the Lien created hereby and this Agreement and all
obligations (other than those expressly stated to survive such termination) of the Administrative
Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall revert to the Grantors.
At the request and sole expense of any Grantor following any such termination, the Administrative
Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent
hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably
request to evidence such termination.







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PLEDGE AND SECURITY AGREEMENT

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          (b) If the Administrative Agent shall be directed or permitted pursuant to Section
16.12(a)(ii), (iii) or (iv) (Collateral Matters) of the Loan Agreement to release any Lien created
hereby upon any Collateral (including any Collateral sold or disposed of by any Grantor in a
transaction permitted by the Loan Agreement), such Collateral shall be released from the Lien
created hereby to the extent provided under, and subject to the terms and conditions set forth in,
Section 16.12(a)(ii), (iii) or (iv) (Collateral Matters) of the Loan Agreement. In connection
therewith, the Administrative Agent, at the request and sole expense of the Borrower, shall execute
and deliver to the Borrower all releases or other documents, including, without limitation, UCC
termination statements, reasonably necessary or desirable for the release of the Lien created
hereby on such Collateral. At the request and sole expense of the Borrower, a Grantor shall be
released from its obligations hereunder in the event that all the capital stock of such Grantor
shall be so sold or disposed; provided, however, that the Borrower shall have delivered to the
Administrative Agent, at least five Business Days prior to the date of the proposed release (or
such later date as may be acceptable to the Administrative Agent), a written request for release
identifying the relevant Grantor and the terms of the sale or other disposition in reasonable
detail, including the price thereof and any expenses in connection therewith, together with a
certification by the Borrower in form and substance satisfactory to the Administrative Agent
stating that such transaction is in compliance with the Loan Agreement and the other Loan
Documents.




          Section 7.12 Reinstatement




          Each Grantor further agrees that, if any payment made by any Credit Party or other Person and
applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated,
declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the
proceeds of Collateral are required to be returned by any Secured Party to such Credit Party, its
estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law,
state or federal law, common law or equitable cause, then, to the extent of such payment or
repayment, any Lien or other Collateral securing such liability shall be and remain in full force
and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted
hereby or other Collateral securing such liability hereunder shall have been released or terminated
by virtue of such cancellation or surrender), such Lien or other Collateral shall be reinstated in
full force and effect, and such prior cancellation or surrender shall not diminish, release,
discharge, impair or otherwise affect any Lien or other Collateral securing the obligations of any
Grantor in respect of the amount of such payment.




          Section 7.13 Intercreditor Agreement Governs




          Notwithstanding anything herein to the contrary, the Liens and security interests granted to
the Administrative Agent, for the benefit of the Secured Parties, pursuant to this Pledge and
Security Agreement and the exercise of any right or remedy by the Administrative Agent and the
other Secured Parties hereunder are subject to the provisions of the Intercreditor Agreement. In
the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement
and this Pledge and Security Agreement, the provisions of the Intercreditor Agreement shall
control.




          Section 7.14 Delivery of Collateral




          Prior to the Senior Collateral Transition Date, to the extent any Grantor is required
hereunder to deliver Collateral to the Administrative Agent for purposes of possession and control
and is unable to do so as a result of having previously delivered such Collateral to the






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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.



Term Agent in accordance with the terms of the Term Loan Security Agreement, such Grantor’s
obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to
the Term Agent, acting as gratuitous bailee to the Administrative Agent.




[Signature Pages Follow]





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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




          In witness whereof, each of the undersigned has caused this Pledge and Security
Agreement to be duly executed and delivered as of the date first above written.




	 	 	 	 	 
	 	Collective Brands Finance, Inc. (f/k/a 
“Payless
ShoeSource Finance, Inc.”),

as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Collective Brands, Inc., (f/k/a “Payless

ShoeSource, Inc.”), as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Collective International, LP,

as Grantor



Payless Collective GP, LLC, Managing Member

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Collective Licensing International, LLC,

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Pledge and Security Agreement]





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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




	 	 	 	 	 
	 	Dyelights, Inc.,

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Eastborough, Inc.,

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Keds LLC,

as Grantor

 	 
	 	 	 
	 	By:  	                                              The Keds Corporation, its sole member
 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Payless Collective GP, LLC, 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Payless NYC, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Payless Purchasing Services, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Pledge and Security Agreement]








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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




	 	 	 	 	 
	 	Payless ShoeSource Distribution, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Payless ShoeSource Gold Value, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Payless ShoeSource Leasing, LLC, 

as Grantor

 	 
	 	 	 
	 	By:  	                                              Payless ShoeSource, Inc., a Missouri Corporation, its sole member
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Payless ShoeSource Merchandising, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Payless ShoeSource Worldwide, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




	 	 	 	 	 
	 	Payless ShoeSource, Inc., 

a Missouri corporation

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PSS Canada, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PSS Delaware Company 2, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PSS Delaware Company 3, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PSS Delaware Company 4, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PSS Investment I, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




	 	 	 	 	 
	 	PSS Investment III, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Robeez Logisitics Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Robeez US Holdings Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Robeez U.S., Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	San Jose Acquisition Corp., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Saucony UK, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Saucony, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




	 	 	 	 	 
	 	Saucony/Ecom, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Shoe Sourcing, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Sperry Top-Sider, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	S R Holdings Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Stride Rite International Corp., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




	 	 	 	 	 
	 	SR/ECOM Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SRCG LLC, 

as Grantor

 	 
	 	 	 
	 	By:  	                                              Stride Rite Children’s Group, Inc., its sole member
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SRCG/ECOM, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SRL, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SRR, Inc., 

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Stride Rite Children’s Group, Inc.,

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




	 	 	 	 	 
	 	Stride Rite International Holdings,
Inc.,

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Stride Rite International LLC,

as Grantor

 	 
	 	By:  	Stride Rite International Holdings, Inc., its sole member
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Stride Rite Investment Corporation,

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Stride Rite LLC,

as Grantor

 	 
	 	By:  	Stride Rite Children’s Group, Inc., its sole member
 	 
	 	 	 	 
	 	 	 	 



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PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Stride Rite Sourcing International, Inc.,

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	STS/ECOM, Inc.,

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	The Keds Corporation,

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Tommy Hilfiger Footwear, Inc.,

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



35









 






	 	 	 	 	 



PLEDGE AND SECURITY AGREEMENT

COLLECTIVE BRANDS FINANCE, INC.




Accepted and Agreed

as of the date first above written:




Wells Fargo Retail Finance, LLC,

as Administrative Agent




	 	 	 	 	 
	 	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



[Signature Page to Pledge and Security AGreement]




36









 





Annex 1 

to

Pledge and Security Agreement



Error! Reference source not
found.


[see attached]







A1-1









 








Annex 2

to

Pledge and Security Agreement




Error! Reference source not
found.



[see attached]





A2-1











 





Annex 3

to

Pledge and Security Agreement



Error! Reference source not found.




          This Pledge Amendment, dated as of __________ __, 20__, is delivered pursuant to
Section 4.4(a) (Pledged Collateral) of the Pledge and Security Agreement, dated as of August 17,
2007, by Collective Brands Finance, Inc. (the “Borrower”), the [undersigned Grantor and
the other] Subsidiaries of the Borrower from time to time party thereto as Grantors in favor of
Wells Fargo Retail Finance, LLC, as agent for the Secured Parties referred to therein (the “Pledge
and Security Agreement”) and the undersigned hereby agrees that this Pledge Amendment may be
attached to the Pledge and Security Agreement and that the Pledged Collateral listed on this Pledge
Amendment shall be and become part of the Collateral referred to in the Pledge and Security
Agreement and shall secure all Secured Obligations of the undersigned. Capitalized terms used
herein but not defined herein are used herein with the meaning given them in the Pledge and
Security Agreement.




	 	 	 	 	 
	 	[Grantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Pledged Stock




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number of
	 	 	 	 	 	 	 	 	Shares, Units or
	Issuer	 	Class 	 	Certificate No(s).	 	Par Value	 	Interests
	 

	 	 
	 	 
	 	 
	 	 





Pledged Debt Instruments




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Principal
	Issuer	 	Description of Debt	 	Certificate No(s).	 	Final Maturity	 	Amount
	 

	 	 
	 	 
	 	 
	 	 





A3-1









 





	 	 	 	 	 
	Acknowledged and Agreed

as of the date first above written:





Wells Fargo Retail Finance, LLC,

as Administrative Agent

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



A3-2









 






	 	 	 	 	 



Annex 4

to

Pledge and Security Agreement



Form of joinder agreement




          This Joinder Agreement, dated as of _________ __, 20__, is delivered pursuant to
Section 7.10 (Additional Grantors) of the Pledge and Security Agreement, dated as of August 17,
2007, by Collective Brands Finance, Inc. (the “Borrower”) and the Subsidiaries of the
Borrower listed on the signature pages thereof in favor of Wells Fargo Retail Finance, LLC, as
agent for the Secured Parties referred to therein (the “Pledge and Security Agreement”).
Capitalized terms used herein but not defined herein are used with the meanings given them in the
Pledge and Security Agreement.




          By executing and delivering this Joinder Agreement, the undersigned, as provided in Section
7.10 (Additional Grantors) of the Pledge and Security Agreement, hereby becomes a party to the
Pledge and Security Agreement as a Grantor thereunder with the same force and effect as if
originally named as a Grantor therein and, without limiting the generality of the foregoing, hereby
grants to the Administrative Agent, as collateral security for the full, prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the
Secured Obligations of the undersigned, a Lien on and security interest in, all of its right, title
and interest in, to and under the Collateral of the undersigned and expressly assumes all
obligations and liabilities of a Grantor thereunder.




          The information set forth in Annex 1-A is hereby added to the information set forth in
Schedules 1 through 7 to the Pledge and Security Agreement. By acknowledging and agreeing to this
Joinder Agreement, the undersigned hereby agrees that this Joinder Agreement may be attached to the
Pledge and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge
Amendment shall be and become part of the Collateral referred to in the Pledge and Security
Agreement and shall secure all Secured Obligations of the undersigned.




          The undersigned hereby represents and warrants that each of the representations and warranties
contained in Article III (Representations and Warranties) of the Pledge and Security Agreement
applicable to it is true and correct on and as the date hereof as if made on and as of such date.




          In witness whereof, the undersigned has caused this Joinder Agreement to be duly
executed and delivered as of the date first above written.




	 	 	 	 	 
	 	[Additional Grantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A4-1









 






	 	 	 	 	 



	 	 	 	 	 
	Acknowledged and Agreed

as of the date first above written:





[Each Grantor Pledging 

Additional Collateral]

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	Wells Fargo Retail Finance, LLC,

as Administrative Agent

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



A4-2









 






	 	 	 	 	 



Annex 5

to

Pledge and Security Agreement




form of short form intellectual property security agreement



           [Copyright] [Patent] [Trademark] Security Agreement, dated as of _________ __, 20__,
by each of the entities listed on the signature pages hereof [or that becomes a party hereto
pursuant to Section 7.10 (Additional Grantors) of the Security Agreement referred to below] (each a
“Grantor” and, collectively, the “Grantors”), in favor of Wells Fargo Retail Finance, LLC
(“WFRF”), as agent for the Secured Parties (as defined in the Security Agreement referred
to below) (in such capacity, the “Administrative Agent”).




W i t n e s s e t h:




          Whereas, pursuant to the Amended and Restated Loan and Guaranty Agreement, dated as
of August 17, 2007 (as the same may be amended, restated, supplemented or otherwise modified from
time to time, the “Loan Agreement”), among Collective Brands Finance, Inc. (the
“Borrower”), the Guarantors party thereto, the Lenders party thereto and WFRF, as agent
for the Lenders, the Lenders have severally agreed to make extensions of credit to the Borrower
upon the terms and subject to the conditions set forth therein;




          Whereas, the Grantors other than the Borrower are Guarantors under the Loan
Agreement, whereby they have guaranteed the Obligations of the Borrower; and 




          Whereas, all the Grantors are party to a Pledge and Security Agreement of even date
herewith in favor of the Administrative Agent (the “Security Agreement”) pursuant to which
the Grantors are required to execute and deliver this [Copyright] [Patent] [Trademark] Security
Agreement;




          Now, Therefore, in consideration of the premises and to induce the Lenders and the
Administrative Agent to enter into the Loan Agreement and to induce the Lenders to make their
respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the
Administrative Agent as follows:




          Section 1. Defined Terms




          Unless otherwise defined herein, terms defined in the Loan Agreement or in the Security
Agreement and used herein have the meaning given to them in the Loan Agreement or the Security
Agreement.




          Section 2. Grant of Security Interest in [Copyright] [Trademark] [Patent] Collateral




          Each Grantor, as collateral security for the full, prompt and complete payment and performance
when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of
such Grantor, hereby mortgages, pledges and hypothecates to the Administrative Agent for the
benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the
Secured Parties a lien on and security interest in, all of its right, title and interest in, to and
under the following Collateral of such Grantor (the “[Copyright] [Patent] [Trademark] Collateral”):




           [(a)  all of its Copyrights and Copyright Licenses to which it is a party, including, without
limitation, those referred to on Schedule I hereto;





A5-1









 








          (b) all extensions of the foregoing; and




          (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against
third parties for past, present or future infringement of any Copyright or Copyright licensed under
any Copyright License.]




or




          [(a)  all of its Patents and Patent Licenses to which it is a party, including, without
limitation, those referred to on Schedule I hereto;




          (b) all reissues, continuations or continuations-in-part of the foregoing; and




          (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against
third parties for past, present or future infringement of any Patent or any Patent licensed under
any Patent License.]




or




          [(a)  all of its Trademarks and Trademark Licenses to which it is a party, including, without
limitation, those referred to on Schedule I hereto;




          (b) all goodwill of the business connected with the use of, and symbolized by, each Trademark;
and




          (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against
third parties for past, present, future (i) infringement or dilution of any Trademark or Trademark
licensed under any Trademark License or (ii) injury to the goodwill associated with any Trademark
or any Trademark licensed under any Trademark License.]




          Section 3. Security Agreement




          The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security
Agreement is granted in conjunction with the security interest granted to the Administrative Agent
pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights
and remedies of the Administrative Agent with respect to the security interest in the [Copyright]
[Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference herein as if fully set
forth herein.




[Signature Pages Follow]





A5-2









 





          In witness whereof, each Grantor has caused this [Copyright] [Patent] [Trademark]
Security Agreement to be executed and delivered by its duly authorized offer as of the date first
set forth above.




	 	 	 	 	 
	 	[Grantor],

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Accepted and Agreed

as of the date first above written:





Wells Fargo Retail Finance, LLC,

as Administrative Agent

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



[Signature Page to [Copyright][Patent] [Trademark] Security Agreement]





A5-3









 








Schedule I

to

[Copyright] [Patent] [Trademark] Security Agreement




[Copyright] [Patent] [Trademark] Registrations



INCLUDE ONLY U.S. REGISTERED INTELLECTUAL PROPERTY



	 	 	 

	[A.

	 	REGISTERED COPYRIGHTS
	 
	 	 
	 

	 	[Include Copyright Registration Number and Date]
	 
	 	 
	B.

	 	COPYRIGHT APPLICATIONS
	 
	 	 
	C.

	 	COPYRIGHT LICENSES]
	 
	 	 
	[A.

	 	REGISTERED PATENTS
	 
	 	 
	B.

	 	PATENT APPLICATIONS
	 
	 	 
	C.

	 	PATENT LICENSES]
	 
	 	 
	[A.

	 	REGISTERED TRADEMARKS
	 
	 	 
	B.

	 	TRADEMARK APPLICATIONS
	 
	 	 
	C.

	 	TRADEMARK LICENSES]
	 
	 	 
	 

	 	[Include complete legal description of agreement (name of agreement, parties and date)]






A5-4









 





EXHIBIT L-l




FORM OF LIBOR NOTICE



Wells Fargo Retail Finance, LLC

One Boston Place

18th Floor

Boston, Massachusetts 02108

Attention: Business Finance Division Manager



Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Loan and Guaranty Agreement, dated as
of August 17, 2007 (the “Loan Agreement”), among Collective Brands Finance, Inc., a Nevada
corporation (“Borrower”) the other credit parties signatory thereto (together with
Borrower, the “Credit Parties”), the lenders signatory thereto (the “Lenders”), and
Wells Fargo Retail Finance, LLC, a Delaware limited liability company, as the arranger and
administrative agent for the Lenders (“Agent”). Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.



     This LIBOR Notice represents Borrower’s request to elect the LIBOR Option with respect to
[outstanding] Advances in the amount of $____________ (the “LIBOR Rate Loan”)[, and is a
written confirmation of the telephonic notice of such election given to Agent].



     Such LIBOR Rate Loan will have an Interest Period of [1, 2, 3, or 6] month(s) commencing on
____________.



     This LIBOR Notice further confirms Borrower’s acceptance, for purposes of determining the rate
of interest based on the LIBOR Rate under the Loan Agreement, of the LIBOR Rate as determined
pursuant to the Loan Agreement.



     As to any advance requested hereby, Borrower represents and warrants that (i) as of the date
hereof, and as of the effective date of such Advance, each representation or warranty of any Credit
Party contained in or pursuant to any Loan Document is true and correct in all material respects
(except to the extent any representation or warranty expressly related to an earlier date and
except to the extent that such representations and warranties relate to Schedules under the Loan
Agreement that require only quarterly updates thereto), (ii) no Default or Event of Default has
occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to
the request above, (iii) no injunction, writ, restraining order, or other order of any nature
restricting or prohibiting, directly or indirectly, the making of the Advance requested above has
been issued and remains in force by any Governmental Authority against any Credit Party or any of
its
Affiliates, and (iv) no Material Adverse Change has occurred.



 









 





     As to any conversion or continuation requested hereby, Borrower represents and warrants that
no Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur
after giving effect to the request above, in each case except as to any such Event of Default for
which Agent has received written notice (pursuant to Section 16.5 of the Loan Agreement)
within 10 Business Days prior to the date hereof.



	 	 	 	 	 
	 	 	Dated: ______________________________	 	 
	 	




COLLECTIVE BRANDS FINANCE, INC., as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Acknowledged by:





WELLS FARGO RETAIL FINANCE, LLC,

a Delaware limited liability company, as Agent

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



[Signature Page to LIBOR Notice]






 









 








EXHIBIT M




FORM OF BORROWING BASE CERTIFICATE



[see attached]




 











 






	 	 	 	 	 	 	 	 	 

	 

	 	Total Collective Brands Finance, Inc
	 	Cert. #:
	 	 	001	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Borrowing Base Certificate
	 	Date:
	 	 	10/19/07	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	FAX To: Phil Carmichael @617-523-4029
	 	Updates:
	 	Quarterly





 


	 	 	 	 	 

	TOTAL BORROWINGBASE — UNCAPPED
	 	$	0	 
	 
	 	 	 
	 
	 	 	 	 
	TOTAL BORROWING BASE (capped at $350 Million)
	 	$	0	 
	 
	 	 	 





AVAILABILITY
CALCULATION (due 10:30am PST for same-day funding)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Beginning Principal Balance as of:
	 	 	 	 	 	 	 	 	10/19/07	 	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ADD:
	 	Advances through	 	 	 	 	 	 	10/19/07	 	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Fees as of	 	 	 	 	 	 	10/19/07	 	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Adjustments	 	 	 	 	 	 	10/19/07	 	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LESS:
	 	Payments through	 	 	 	 	 	 	10/19/07	 	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Principal Balance Prior to Advance Request
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Availability Prior to Today’s Request
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Today’s Advance Request:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Today’s Payment Request:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Loan Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total L/C’s Outstanding
	 	Doc:	 	$	0	 	 	Standby:	 	$	0	 	=	$	  0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Exposure
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Availability
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




Collective
Brands Finance, Inc. (the “Borrower”) represents and
warrants that (a) said collateral with their representations, warrants, and
complies covenants contained in the Loan
Agreement between Lender and undersigned and; (b) no “Event of Default” (as defined in the Loan and Security Agreement) is presently in existence.




	 	 	 	 	 	 	 	 	 	 	 

	Authorized Signer:

	 	Printed Name:
	 	 	 	 	 	Signature:	 	 
	 

	 	 	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WFRF Account Executive:

	 	Printed Name:
	 	 	 	 	 	Signature:	 	 
	 

	 	 	 	 
	 	 	 	 	 	 





1









 







	 	 	 	 	 	 	 	 	 

	 

	 	Stride Rite
	 	Cert. #:
	 	 	001	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Borrowing Base Certificate
	 	Date:
	 	 	10/19/07	 
	 

	 	 	 	 	 	 	 	 
	 

	 	FAX To: Phil Carmichael @ 617-523-4029
	 	Updates:
	 	Quarterly







	 	 	 	 	 	 	 	 	 	 	 	 	 

	Credit Card Receivables (GL 130081-130083)
	 	As of: 05/30/07	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 
	Advance Rate on Credit Card Receivables
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	Total Credit Card Receivables Borrowing Base
	 	 	 	 	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Wholesale Receivables
	 	As of:                                        05/31/07	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 
	Less: Acct > 60 days Past Due or 90 days Past Invoice Date (calculated by Wells Application Group)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Aged Credits (calculated by Wells Application Group)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Cross Aged Accounts (calculated by Wells Application Group)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Dilution Over 5% (based on rollforward prepared by Emily)
	 	 	7.5	%	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Intercompany Business (calculated by Wells Application Group)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Service Charges (calculated by Wells Application Group)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Rebate
Accrual (GL 130915)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Allowance
for Chargebacks (GL 130913)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Allowance for Markdowns (GL 130912)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Allowance
for Advertising (GL 130916)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Payment Term Discounts (GL 132100)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Total Wholesale Ineligibles
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Total Eligible Wholesale Receivables
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	Advance Rate on Wholesale Receivables
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	Total Wholesale Receivables Borrowing Base
	 	 	 	 	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	Retail Division Inventory Balance: (specialty, lease, virtual warehouses, .Com and Saucony)
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	As of:                                          05/30/07	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 
	Less: Special Order (location #8002 on stock ledger)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Dummy Inventory (location #999999 on stock ledger)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Closed Stores (various closed locations on stock ledger)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Shrink Reserve (GL 140173)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Unrecorded Damages (based on one month avearge of damages for last 12 months)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Leased Department (all leased on stock ledger)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Total Retail Division Ineligibles
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Total Eligible Retail Inventory
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	Standard Advance Rate on Cost:
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Retail Division Borrowing Base
	 	 	 	 	 	 	 	 	 	 	—	 
	 
	Outlet Division Inventory Balance:
	 	As of:                                          05/30/07	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 
	 
	Standard Advance Rate on Cost:
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	Total Outlet Division Borrowing Base
	 	 	 	 	 	 	 	 	 	 	—	 
	 
	Wholesale Inventory (perpetual by construction code)
	 	As of:                    05/31/07	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 
	Less: Defects (department on construction code report)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Shrink Reserve (Fixed)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Tommy Hillfiger (division 70 and 80 on construction code perpetual)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Capitalized Purchase Price Variations (GL 140142)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Promotional Items (locations #11 and #12 on construction code perpetual)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Intercompany Profit (GL 140151)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Total Wholesale Ineligibles
	 	 	 	 	 	 	 	 	 	 	0	 
	   
	Total Eligible Wholesale Inventory
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Standard Advance Rate on Cost:
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Wholesale Division Borrowing Base
	 	 	 	 	 	 	 	 	 	 	—	 
	   
	In Transit Inventory Inventory Balance:
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Eligible Inventory (asn_receipts 1 report)
	 	As of:                                          05/31/07	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 
	Less: In Transit Over 60 Days
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	In Transit Not Paid For
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	In Transit to Intermational
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Total In Transit Ineligibles
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Total Eligible In Transit Inventory
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	Standard Advance Rate on Cost:
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total In Transit Borrowing Base
	 	 	 	 	 	 	 	 	 	 	—	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL RECEIVABLE BORROWING BASE
	 	 	 	 	 	 	 	 	 	 	—	 
	TOTAL INVENTORY BORROWING BASE
	 	 	 	 	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	LESS AVAILABILITY RESERVES:
	 	 	 	 	 	 	 	 	 	 	 	 
	Gift Cards/Merchandise Credits/Customer Deposits - 50% (GL-210810, 210815 & 210816)
	 	As of: 5/31/2007	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 
	Rent Reserves (one month’s rent for PA, VA and WA-based on actual check payments)
	 	 	5/31/2007	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 
	Torrance, CA. - 3-Month Payable Reserve (based on estimated fees paid monthly)
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 
	Royalties( Tommy H / Wham-O) (GL 230101)
	 	 	5/31/2007	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 
	Landing Cost/Freight & Duty on In-Transit (5% of Eligible In-Transit)
	 	 	5/31/2007	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 
	Total Availability Reserves
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL STRIDE RITE BORROWING BASE
	 	 	 	 	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 





Page 1 of 1




 









 












	 	 	 	 	 	 	 	 

	 

	 	Payless ShoeSource, Inc.
	 	Cert. #:
	 	001	 
	 

	 	 	 	 	 	 	 
	 

	 	Borrowing Base Certificate

	 	Date:
	 	10/19/07	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 

	 	FAX To: Phil Carmichael @617-523-4029
	 	Updates:
	Quarterly

	 






	 	 	 	 	 	 	 	 	 	 	 	 	 

	Credit Card Receivables
	 	As of:                      	    08/04/07	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Advance Rate on Credit Card Receivables
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	Total Credit Card Receivables Borrowing Base
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 
	 	 	 	 	 	 	 	 	 	COST
	 
	 	 	 	 	 	 	 	 	 	 	 
	SIL & WIL (below-the-line) Inventory Balance:
	 	As of:                      	08/04/07 	 	 	 	 	 	 	 	 
	WIL Payless (WA 2203)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	WIL Other
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	SIL Payless (SL7703 - BU101ST)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	SIL Payless Canada (GL Acct 161000 BU 103ST)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	SIL Payless International (GL Acct 161000 - All Int’l BU’s)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	SIL Other (SL7703 - BU601ST)
	 	 	 	 	$ 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	TOTAL SIL & WIL (below-the-line) Stock Ledger Inventory Balance:
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	LESS: Canada / International
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Guam / Saipan / Virgin Islands (SL 7703 Download)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Puerto Rico
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Consigned in Excess of $2.5MM
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Unprocessed Damages (GL 163000)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	WIL Shrink Reserve (1% of Total WIL)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Inventory Ineligibles
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Eligible Stock Ledger Inventory
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Standard Advance Rate on Cost:
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Stock Ledger Inventory
	 	 	 	 	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	PLUS IN-TRANSIT INVENTORY: Eligible Letter of Credit In-Transits:             0   Other Eligible In-Transits:
	 	 	 	 	 	0               (1) (IT1052)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	As of:    08/04/07   	 	 
	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Total In-Transit Inventory Less: In-Transit to International (2) (Colon DC PO’s)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Less: In-Transit w/o Documentation (3) (Acct 171015 PSIL + BU401CO Wholesaling)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Less: Letter of Credit Inventory Over 60-Days (4)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Less: In-Transit Over 60-days (5) (EF1052)
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Less: In-Transits from PSIL (related Hong Kong entity) (6) (# 1+# 2+# 3)X30%
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Less: In-Transit Not Paid For (7) (# 1+# 2+# 3+# 6)X27%
	 	 	 	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total In-Transit Ineligibles
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Standard Advance Rate on Cost:
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Total Eligible In-Transit Inventory
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	TOTAL INVENTORY BORROWING BASE
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	LESS AVAILABILITY RESERVES:
	 	 	 	 	 	 	 	 	 	 	 	 
	Gift Cards/Merchandise Credits/Customer Deposits - 50% of Balance
	 	As of: 	 8/4/2007 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Rent Reserves (one month’s rent for PA, VA and WA)
	 	 	8/4/2007	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	CA Warehouse (3-month rent reserve)
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Landing Cost/Freight & Duty on In-Transit (10% of Eligible In-Transit)
	 	 	8/4/2007	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Total Availability Reserves
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL PAYLESS BORROWING BASE
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 






 











 






Schedule A-1

Agent’s Account




          An account at a bank designated by Agent from time to time as the account into which Borrower
shall make all payments to Agent for the benefit of the Lender Group and into which the Lender
Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless
and until Agent notifies Borrower and the Lender Group to the contrary, Agent’s Account shall be
that certain deposit account bearing account number (***)† and maintained by Agent with
Wells Fargo Bank, N.A., San Francisco, California, ABA #121000248.




 





			
	(***)†	 	This information has been omitted based on a request for confidential treatment.
The omitted portions have been separately filed with the Securities and Exchange Commission.











1









 








Schedule A-2

Authorized Persons




Ullrich E. Porzig

Douglass G. Boessen

Gary C. Madsen

Arlen R. Zentner




2









 





Schedule C-1

Commitments




	 	 	 	 	 
	                   Lender	 	Commitments	 
	Wells Fargo Retail Finance
	 	$	82,500,000	 
	Bank of America
	 	 	60,000,000	 
	JP Morgan Chase
	 	 	60,000,000	 
	Wachovia Bank
	 	 	60,000,000	 
	Citi Group
	 	 	37,500,000	 
	National City Bank
	 	 	30,000,000	 
	LaSalle Bank
	 	 	20,000,000	 
	 
	 	 	 
	Total
	 	$	350,000,000	 






3









 






Schedule D-1

Designated Account




          Account number (***)† of Borrower maintained with Borrower’s Designated
Account Bank, or such other deposit account of Borrower (located within the United States) that has
been designated as such, in writing, by Borrower to Agent.




          “Designated Account Bank” means JPMorgan Chase, N.A., whose office is located at 300
South Riverside Plaza, Chicago, IL 60670 and whose ABA number is 021000021.




 






			
	(***)†	 	  This informiaton has been omitted based on a request for confidential treatment.
The omitted portions have been separately filed with the Securities and Exchange Commission. 






4









 








Schedule D-2

Group Concentration Account




          Accounts that have been designated as a Group Concentration Account are:




Stride Rite:




          Bank of America, N.A., whose office is located at 40 Broad Street, Boston, MA 02109,
whose account number is (***)† and whose ABA number is 111000012.




Collective Licensing:




          Colorado Business Bank, N.A., whose office is located at 2409 W. Main, Littleton, CO
80120, whose account number is (***)† and whose ABA number is 107005487.





 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.  




5











 





     



Schedule E-1

Eligible Inventory Locations




Payless Locations




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	1

	 	3215 SW TOPEKA BLVD
	 	 	 	 	 	TOPEKA
	 	KS
	 	66611-2234
	4

	 	500 N GALLOWAY AVE
	 	SUITE 124
	 	 	 	MESQUITE
	 	TX
	 	75149-4398
	5

	 	5709 4TH STREET
	 	 	 	 	 	LUBBOCK
	 	TX
	 	79416-4241
	6

	 	HAWKS CREEK SC
	 	568 HIGHWAY 183
	 	 	 	WHITE SETTLEMENT
	 	TX
	 	76108-0000
	7

	 	8528 DAVIS BLVD. 190
	 	 	 	 	 	NORTH RICHLAND HILLS
	 	TX
	 	76180-0000
	10

	 	SUNLAND PLAZA
	 	725 SUNLAND PARK DR
	 	 	 	EL PASO
	 	TX
	 	79912-6701
	11

	 	LUBBOCK SHOPPING CENTER
	 	1803 7TH ST
	 	SUITE 1101
	 	LUBBOCK
	 	TX
	 	79401-2325
	12

	 	KB PLAZA
	 	5722 W AMARILLO BLVD
	 	SUITE 5
	 	AMARILLO
	 	TX
	 	79106-4004
	13

	 	MIRABEAU SQUARE S/C
	 	3562 LAMAR AVE
	 	 	 	PARIS
	 	TX
	 	75460-5026
	15

	 	1202 NW SHERIDAN
	 	 	 	 	 	LAWTON
	 	OK
	 	73505-5210
	16

	 	1001 E 8TH ST
	 	 	 	 	 	ODESSA
	 	TX
	 	79761-4633
	17

	 	3300 KEMP BLVD
	 	 	 	 	 	WICHITA FALLS
	 	TX
	 	76308-1834
	18

	 	231-B WEST UNIVERSITY DRIVE
	 	 	 	 	 	DENTON
	 	TX
	 	76201-1837
	21

	 	TOWN CENTER PLAZA
	 	7201 SE 29TH ST STE 210
	 	 	 	MIDWEST CITY
	 	OK
	 	73110-6092
	23

	 	RIVERWALK CENTRE
	 	2724 S TELEPHONE RD
	 	 	 	MOORE
	 	OK
	 	73160-2909
	24

	 	2500 NW 23RD ST
	 	 	 	 	 	OKLAHOMA CITY
	 	OK
	 	73107-2202
	25

	 	CENTERVILLE/CROSSROADS CENTER
	 	1202 W CENTERVILLE RD # A
	 	 	 	GARLAND
	 	TX
	 	75041-5905
	26

	 	SIERRA VISTA SC
	 	3434 W ILLINOIS AVE
	 	BLDG 2 SUITE 202
	 	DALLAS
	 	TX
	 	75211-8722
	27

	 	PLYMOUTH PARK SHOPPING CENTER
	 	1735 N STORY RD
	 	SUITE 105
	 	IRVING
	 	TX
	 	75061-1852
	30

	 	1820 S WESTERN ST
	 	 	 	 	 	AMARILLO
	 	TX
	 	79106-5929
	31

	 	PINNACLE PARK SHOPPING CENTER
	 	1515 N COCKRELL HILL ROAD 103
	 	SUITE 103
	 	DALLAS
	 	TX
	 	75211-1315
	33

	 	1918 S BUCKNER BLVD
	 	 	 	 	 	DALLAS
	 	TX
	 	75217-1821
	36

	 	2175 S SHERIDAN RD
	 	 	 	 	 	TULSA
	 	OK
	 	74129-1001
	37

	 	8401 DYER ST
	 	 	 	 	 	EL PASO
	 	TX
	 	79904-2803
	38

	 	10705 GATEWAY WEST
	 	SUITE J
	 	 	 	EL PASO
	 	TX
	 	79936-0000
	39

	 	3404 S LANCASTER RD
	 	 	 	 	 	DALLAS
	 	TX
	 	75216-5625
	40

	 	3310 MANSFIELD HWY
	 	 	 	 	 	FORT WORTH
	 	TX
	 	76119-6026
	42

	 	3900 N PRINCE ST
	 	SPACE D
	 	 	 	CLOVIS
	 	NM
	 	88101-9702
	47

	 	WESTDALE MALL
	 	2600 EDGEWOOD RD SW
	 	NO 730
	 	CEDAR RAPIDS
	 	IA
	 	52404-7818
	48

	 	SMITH FARMS MARKETPLACE
	 	9002 NORTH 121ST EAST AVE
	 	SUITE 700
	 	OWASSO
	 	OK
	 	74055-0000







6









 








     



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	50

	 	THE SHOPPES AT THOMSEN MILE
	 	3838 N 168TH ST
	 	SUITE 102 AND 103
	 	OMAHA
	 	NE
	 	68116-0000
	52

	 	CLINTON TOWNE CENTER
	 	2418 VIRGINIA AVE
	 	 	 	CLINTON
	 	IA
	 	52732-7214
	53

	 	SYCAMORE PLAZA
	 	8030 ACADEMY NE
	 	SUITE C
	 	ALBUQUERQUE
	 	NM
	 	87111-1161
	55

	 	VINTON SQUARE S/C
	 	3112 S 24TH ST
	 	 	 	OMAHA
	 	NE
	 	68108-1853
	58

	 	PINE TREE PLAZA
	 	550 36TH AVE SW
	 	SUITES Q AND 4
	 	ALTOONA
	 	IA
	 	50009-0000
	62

	 	4023 S NOLAND RD
	 	 	 	 	 	INDEPENDENCE
	 	MO
	 	64055-6531
	64

	 	PUEBLO MALL
	 	3545 DILLON DR
	 	SPACE 9
	 	PUEBLO
	 	CO
	 	81008-1008
	68

	 	3401 W BROADWAY
	 	 	 	 	 	COUNCIL BLUFFS
	 	IA
	 	51501-3265
	69

	 	SHOPS AT CARLISLE
	 	2839 CARLISLE BLVD NE
	 	SUITE 120
	 	ALBUQUERQUE
	 	NM
	 	87110-2877
	70

	 	ESL MART CENTER
	 	3410 AVE I
	 	SUITE D
	 	SCOTTSBLUFF
	 	NE
	 	69361-0000
	71

	 	HANES MALL
	 	3320 SILAS CREEK PARKWAY
	 	SUITE CL 324
	 	WINSTON SALEM
	 	NC
	 	27103-0000
	72

	 	STATELINE STATION SC
	 	1020 W 136TH
	 	 	 	KANSAS CITY
	 	MO
	 	64145-0000
	73

	 	205 E 2ND ST
	 	 	 	 	 	CALEXICO
	 	CA
	 	92231-2753
	77

	 	1514 S OLIVER ST
	 	 	 	 	 	WICHITA
	 	KS
	 	67218-3228
	78

	 	1511 LOGAN AVE
	 	 	 	 	 	CHEYENNE
	 	WY
	 	82001-5137
	79

	 	411 W AGENCY RD
	 	SUITE 6
	 	 	 	WEST BURLINGTON
	 	IA
	 	52655-1702
	80

	 	EDISON MALL
	 	4125 CLEVELAND AVE
	 	SUITE 1025
	 	FORT MYERS
	 	FL
	 	33901-0000
	83

	 	2570 S BROADWAY ST
	 	SUITE 114
	 	 	 	WICHITA
	 	KS
	 	67216-1011
	85

	 	SUNSET MALL
	 	1700 MARKET LANE
	 	 	 	NORFOLK
	 	NE
	 	68701-7328
	88

	 	7320 FEDERAL BLVD
	 	 	 	 	 	WESTMINSTER
	 	CO
	 	80030-4904
	89

	 	LAS TIENDAS PLAZA
	 	431 E MORRISON RD
	 	 	 	BROWNSVILLE
	 	TX
	 	78526-0000
	91

	 	SPRINGDALE SC
	 	1540 N LEWIS AVE
	 	 	 	TULSA
	 	OK
	 	74110-2535
	96

	 	WALDORF SHOPPERS WORLD
	 	3280 CRAIN HWY
	 	 	 	WALDORF
	 	MD
	 	20603-0000
	98

	 	WESTVIEW S/C
	 	3429 OLTON RD
	 	 	 	PLAINVIEW
	 	TX
	 	79072-6603
	99

	 	805 MELBOURNE RD
	 	 	 	 	 	HURST
	 	TX
	 	76053-4630
	100

	 	900 N MIDKIFF RD
	 	 	 	 	 	MIDLAND
	 	TX
	 	79701-2111
	102

	 	NORTHEAST PLAZA S/C
	 	5908 WILSON RD # 10
	 	 	 	KANSAS CITY
	 	MO
	 	64123-1941
	104

	 	320 E BENTON ST
	 	 	 	 	 	POCATELLO
	 	ID
	 	83201-6504
	105

	 	BILLINGS MARKETPLACE
	 	2499 KING AVENUE WEST SUITE #C
	 	 	 	BILLINGS
	 	MT
	 	59102-7462
	107

	 	CLINTON SUPER WALMART CENTER
	 	1917 WEST 1800 NORTH
	 	BLDG 2
	 	CLINTON
	 	UT
	 	84015-8328
	111

	 	5406 DOUGLAS AVE
	 	 	 	 	 	DES MOINES
	 	IA
	 	50310-1840
	112

	 	PINNACLE HILLS PROMENADE
	 	2203 PROMENADE BLVD
	 	SUITE 3190
	 	ROGERS
	 	AR
	 	72758-0000
	115

	 	THE 21 S/C
	 	309 MAIN ST
	 	 	 	GARDEN CITY
	 	GA
	 	31408-2206
	117

	 	2600 S OLIVE ST
	 	 	 	 	 	PINE BLUFF
	 	AR
	 	71601-7857
	118

	 	7301 E ADMIRAL PL
	 	 	 	 	 	TULSA
	 	OK
	 	74115-7910
	119

	 	1411 S UNIVERSITY DR
	 	 	 	 	 	FARGO
	 	ND
	 	58103-4152








7









 








     



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	121

	 	2201 TEXOMA PKWY
	 	 	 	 	 	SHERMAN
	 	TX
	 	75090-2417
	123

	 	3025 1ST AVE SOUTH
	 	 	 	SPACE C112
	 	FORT DODGE
	 	IA
	 	50501-2995
	124

	 	MONTICELLO SHOPPES
	 	4640 MONTICELLO AVE
	 	SUITE 8B
	 	WILLIAMSBURG
	 	VA
	 	23188-8215
	125

	 	FOREST MALL
	 	835 W JOHNSON ST
	 	 	 	FOND DU LAC
	 	WI
	 	54935-2033
	127

	 	BRECKENRIDGE FARM SHOPPING CENTER
	 	1605 N BLUE LAKE BLVD
	 	 	 	TWIN FALLS
	 	ID
	 	83301-3374
	128

	 	425 N HOLMES AVE
	 	 	 	 	 	IDAHO FALLS
	 	ID
	 	83401-2615
	130

	 	828 N DAL PASO ST
	 	 	 	 	 	HOBBS
	 	NM
	 	88240-5318
	131

	 	DAKOTA SQUARE MALL
	 	2400 10TH ST SW
	 	 	 	MINOT
	 	ND
	 	58701-6997
	132

	 	501 S MAIN ST
	 	 	 	 	 	ROSWELL
	 	NM
	 	88203-5756
	133

	 	QUINCY MALL
	 	3255 BROADWAY
	 	 	 	QUINCY
	 	IL
	 	62301-3711
	136

	 	4124 W DIVISION ST
	 	 	 	 	 	SAINT CLOUD
	 	MN
	 	56301-3706
	139

	 	725 W MAIN ST
	 	 	 	 	 	FARMINGTON
	 	NM
	 	87401-5610
	140

	 	1518 S HASTINGS WAY
	 	 	 	 	 	EAU CLAIRE
	 	WI
	 	54701-4463
	142

	 	601 S BELT HWY
	 	 	 	 	 	SAINT JOSEPH
	 	MO
	 	64507-2108
	143

	 	PIONEER SQUARE CENTER
	 	715 N PERKINS RD
	 	 	 	STILLWATER
	 	OK
	 	74075-5419
	145

	 	4824 S 4TH ST
	 	 	 	 	 	LEAVENWORTH
	 	KS
	 	66048-5035
	146

	 	3501 CALUMET AVE
	 	 	 	 	 	MANITOWOC
	 	WI
	 	54220-5429
	150

	 	COUNTRY CLUB PLAZA
	 	2326 WATT AVE
	 	 	 	SACRAMENTO
	 	CA
	 	95825-0605
	151

	 	MARKETPLACE AT CENTERRA
	 	1643 FALL RIVER DRIVE
	 	SUITE 250
	 	LOVELAND
	 	CO
	 	80538-0000
	154

	 	KIRKWOOD PLAZA
	 	659 KIRKWOOD MALL
	 	 	 	BISMARCK
	 	ND
	 	58504-5704
	156

	 	1522 HIGHWAY 82 E
	 	 	 	 	 	GREENVILLE
	 	MS
	 	38703-6080
	160

	 	DILLON PLAZA
	 	630 W 6TH ST
	 	 	 	JUNCTION CITY
	 	KS
	 	66441-3146
	161

	 	819 21ST ST
	 	 	 	 	 	LEWISTON
	 	ID
	 	83501-3386
	162

	 	ELK PLAZA SHPG CNTR
	 	1521 N HIGHWAY 81
	 	 	 	DUNCAN
	 	OK
	 	73533-1407
	164

	 	3511 10TH ST
	 	SUITE 7
	 	 	 	GREAT BEND
	 	KS
	 	67530-3567
	165

	 	MARTIN PLAZA
	 	1370 MARTIN BLVD
	 	 	 	BALTIMORE
	 	MD
	 	21220-0000
	167

	 	2720 N 14TH ST
	 	 	 	 	 	PONCA CITY
	 	OK
	 	74601-1737
	168

	 	VILLAGE SQUARE S/C
	 	2601 CENTRAL AVE
	 	 	 	DODGE CITY
	 	KS
	 	67801-6272
	169

	 	1518 S CARAWAY RD
	 	 	 	 	 	JONESBORO
	 	AR
	 	72401-5308
	170

	 	SAN BENITO PLAZA
	 	1145 ROSS RD
	 	SUITE M
	 	SAN BENITO
	 	TX
	 	78586-0000
	172

	 	1628 W UNIVERSITY DRIVE
	 	UNIT 5
	 	 	 	EDINBURG
	 	TX
	 	78540-0000
	173

	 	810 E MAIN ST
	 	 	 	 	 	GRAND PRAIRIE
	 	TX
	 	75050-5835
	174

	 	11115 E TRUMAN RD
	 	 	 	 	 	INDEPENDENCE
	 	MO
	 	64052-3840
	175

	 	SPRINGS VILLAGE
	 	3917 S STATE HWY 97
	 	 	 	SAND SPRINGS
	 	OK
	 	74063-3829
	176

	 	TEMPLE STEPHENS SHPG CNTR
	 	643 N MORLEY ST
	 	 	 	MOBERLY
	 	MO
	 	65270-2500
	177

	 	SOUTHTOWN SHOPPING CENTER
	 	500 S WASHINGTON ST
	 	 	 	CHILLICOTHE
	 	MO
	 	64601-3038








8









 








     



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	183

	 	SOUTHGATE SC
	 	1501 SANDY HOLLOW RD
	 	 	 	ROCKFORD
	 	IL
	 	61109-2124
	184

	 	FLAGLER PARK PLAZA
	 	10720 FLAGLER ST 9
	 	 	 	MIAMI
	 	FL
	 	33174-4406
	185

	 	5933 UNIVERSITY
	 	 	 	 	 	CANTON
	 	NY
	 	13617-0000
	186

	 	22701 HARPER AVE
	 	 	 	 	 	SAINT CLAIR SHORES
	 	MI
	 	48080-2943
	187

	 	GLENFAIR SHOPPING CENTER
	 	6026 N 59TH AVE
	 	 	 	GLENDALE
	 	AZ
	 	85301-7709
	188

	 	50 LA FRENTZ LANE
	 	SUITE J
	 	 	 	MARSHALLTOWN
	 	IA
	 	50158-0000
	189

	 	THE MALL
	 	2900 VINE ST
	 	 	 	HAYS
	 	KS
	 	67601-1929
	200

	 	1778 E MAIN ST
	 	 	 	 	 	PRATTVILLE
	 	AL
	 	36066-5582
	201

	 	COVINGTON MALL
	 	170 COVINGTON MALL
	 	 	 	ANDALUSIA
	 	AL
	 	36420-2500
	202

	 	BELLEVIEW PLAZA SHP CNTR
	 	58474 BELLEVIEW ROAD
	 	 	 	PLAQUEMINE
	 	LA
	 	70764-3913
	203

	 	712 BARTUR ST
	 	 	 	 	 	HATTIESBURG
	 	MS
	 	39401-7564
	204

	 	GLEASON’S CORNER MALL
	 	2469 SW US HIGHWAY 90 SUITE 118
	 	PO BOX 218
	 	LAKE CITY
	 	FL
	 	32055-8236
	205

	 	5606 NORMANDY BLVD
	 	 	 	 	 	JACKSONVILLE
	 	FL
	 	32205-6249
	206

	 	1801 JAMES L REDMAN PKWY
	 	 	 	 	 	PLANT CITY
	 	FL
	 	33566-6913
	207

	 	9037 US HIGHWAY 19
	 	 	 	 	 	PORT RICHEY
	 	FL
	 	34668-4850
	208

	 	535 PINE ISLAND RD
	 	SUITE 301
	 	 	 	NORTH FORT MYERS
	 	FL
	 	33903-3764
	209

	 	4225 SOUTHWEST DRIVE
	 	 	 	 	 	ABILENE
	 	TX
	 	79606-0000
	210

	 	4004 N ARMENIA AVE
	 	 	 	 	 	TAMPA
	 	FL
	 	33607-1002
	211

	 	471 E MAIN ST
	 	 	 	SUITE 1B
	 	GOUVERNEUR
	 	NY
	 	13642-0000
	212

	 	SOUTHHAVEN TOWN CENTER
	 	6592 TOWNE CENTER LOOP
	 	SPACE 1070
	 	SOUTHAVEN
	 	MS
	 	38671-0000
	213

	 	HIGHLAND PARK SHOPPING CENTER
	 	615 WEST PARK AVE
	 	 	 	GREENWOOD
	 	MS
	 	38930-2907
	214

	 	VILLAGE SQUARE
	 	3070 HIGHWAY 80 E
	 	 	 	PEARL
	 	MS
	 	39208-3423
	215

	 	BASIC PLAZA
	 	100 BASIC DRIVE
	 	 	 	WEST MONROE
	 	LA
	 	71292-7900
	217

	 	2573 SOUTH FERDON BLVD
	 	 	 	 	 	CRESTVIEW
	 	FL
	 	32536-9425
	218

	 	WALMART PLAZA
	 	661 BLANDING BLVD
	 	SUITE 401
	 	ORANGE PARK
	 	FL
	 	32073-5048
	219

	 	CHAMBLEE VILLAGE
	 	1841 CHAMBLEE TUCKER RD
	 	SUITE 1-4A
	 	CHAMBLEE
	 	GA
	 	30341-2755
	220

	 	EASTLAKE TERRACE SC
	 	1450 EASTLAKE PARKWAY
	 	SUITE 806
	 	CHULA VISTA
	 	CA
	 	91915-0000
	221

	 	SILVER SPRINGS COMMONS
	 	4920 NE SILVER SPRINGS BLVD
	 	SUITE 101
	 	OCALA
	 	FL
	 	34470-3284
	222

	 	TYLER SHOPPING CENTER
	 	6755 S BROADWAY
	 	 	 	TYLER
	 	TX
	 	75703-4731
	223

	 	AMERICAN PLAZA S/C
	 	1524 W IRLO BRONSON MEMORIAL HWY
	 	 	 	KISSIMMEE
	 	FL
	 	34741-4002
	225

	 	DELCHAMPS PLAZA
	 	222 N AIRLINE HWY
	 	SUITE F
	 	GONZALES
	 	LA
	 	70737-3007
	226

	 	314 W LOOP 281
	 	 	 	 	 	LONGVIEW
	 	TX
	 	75605-4441
	229

	 	1260 N BROADWAY AVE
	 	 	 	NO 2A AND 3A
	 	BARTOW
	 	FL
	 	33830-3343
	231

	 	2240 RABBIT DRIVE
	 	SUIT 1000
	 	 	 	TUPELO
	 	MS
	 	38801-3165
	232

	 	CITRUS PARK TOWN CENTER
	 	8130 CITRUS PARK TOWN CENTER DRIVE
	 	 	 	TAMPA
	 	FL
	 	33625-0000
	234

	 	PABLO CREEK EAST PLAZA
	 	13740 BEACH BLVD
	 	SUITE 105
	 	JACKSONVILLE
	 	FL
	 	32224-1208







9









 








     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	236

	 	PERRY PLAZA
	 	1850 S JEFFERSON ST
	 	 	 	 	 	PERRY
	 	FL
	 	32348-5613
	238

	 	LEIGH MALL
	 	1404 OLD ABERDEEN RD
	 	 	 	 	 	COLUMBUS
	 	MS
	 	39705-2129
	239

	 	DOLPHIN PLAZA
	 	421 MARY ESTHER BLVD
	 	 	 	 	 	MARY ESTHER
	 	FL
	 	32569-1692
	241

	 	6404 GROOM RD
	 	SUITE D
	 	 	 	 	 	BAKER
	 	LA
	 	70714-0000
	242

	 	5401 E S OLIVE
	 	SUITE 800
	 	 	 	 	 	PINE BLUFF
	 	AR
	 	71603-0000
	243

	 	GULFPORT PLAZA
	 	9368 HWY 49
	 	NO C AND D
	 	GULFPORT
	 	MS
	 	39503-4259
	244

	 	DUNLAWTON SQARE SHPG CNTR
	 	3819 S NOVA RD
	 	 	 	 	 	PORT ORANGE
	 	FL
	 	32127-4950
	245

	 	COLLEGE MARKET PLACE
	 	21505 MARKET PLACE NW
	 	SUITE 105
	 	POULSBO
	 	WA
	 	98370-0000
	246

	 	PALM BAY S/C
	 	4711 BABCOCK ST NE STE 15
	 	 	 	 	 	PALM BAY
	 	FL
	 	32905-2805
	247

	 	2303 MACARTHUR DR
	 	 	 	 	 	 	 	WEST ORANGE
	 	TX
	 	77630-4813
	248

	 	3712 GULFWAY DR
	 	 	 	 	 	 	 	PORT ARTHUR
	 	TX
	 	77642-2828
	249

	 	2315 S 11TH ST
	 	 	 	 	 	 	 	BEAUMONT
	 	TX
	 	77701-6425
	250

	 	609 8TH AVE
	 	 	 	 	 	 	 	NEW YORK
	 	NY
	 	10018-0000
	252

	 	202 ARKANSAS BLVD
	 	 	 	 	 	 	 	TEXARKANA
	 	AR
	 	71854-1904
	253

	 	1121 E 5TH ST
	 	 	 	 	 	 	 	TYLER
	 	TX
	 	75701-3318
	254

	 	TOWN SOUTH CENTER
	 	103 N BRENTWOOD DR
	 	SUITE 100
	 	LUFKIN
	 	TX
	 	75901-0000
	255

	 	NORWOOD PARK PLAZA
	 	1030 NORWOOD PARK BLVD
	 	SUITE 320
	 	AUSTIN
	 	TX
	 	78753-0000
	257

	 	CENTRAL TEXAS MARKETPLACE
	 	2600 W LOOP 340
	 	 	 	 	 	WACO
	 	TX
	 	76711-0000
	258

	 	MARKET PLACE SHOPPING CENTER
	 	3052 SOUTH 31ST STREET
	 	 	 	 	 	TEMPLE
	 	TX
	 	76504-2448
	259

	 	2301 E 7TH ST
	 	 	 	 	 	 	 	AUSTIN
	 	TX
	 	78702-3427
	260

	 	2308 HORNE RD
	 	 	 	 	 	 	 	CORPUS CHRISTI
	 	TX
	 	78415-5325
	261

	 	701 E RIO GRANDE ST
	 	 	 	 	 	 	 	VICTORIA
	 	TX
	 	77901-6036
	262

	 	STAMFORD TOWN CENTER
	 	100 GREYROCK PLACE
	 	SPACE F227
	 	STAMFORD
	 	CT
	 	06901-0000
	263

	 	BOSQUE AT WOODED ACRES
	 	5201 BOSQUE DRIVE
	 	STE 200
	 	WACO
	 	TX
	 	76710-0000
	264

	 	3505 PALMER HWY
	 	 	 	 	 	 	 	TEXAS CITY
	 	TX
	 	77590-7059
	265

	 	LAUREL PARK SC
	 	1210 S 77 SUNSHIRE STRIP
	 	 	 	 	 	HARLINGEN
	 	TX
	 	78550-8016
	266

	 	3 S 11TH
	 	 	 	 	 	 	 	MCALLEN
	 	TX
	 	78501-4853
	268

	 	SUNSET MALL
	 	4001 SUNSET DR
	 	SUITE 1262
	 	SAN ANGELO
	 	TX
	 	76904-5610
	269

	 	920 GULFGATE CENTER MALL
	 	 	 	 	 	 	 	HOUSTON
	 	TX
	 	77087-3028
	270

	 	TEJAS CENTER
	 	725 E VILLA MARIA RD
	 	 	 	3500 	 BRYAN
	 	TX
	 	77802-5319
	272

	 	SOUTHMORE VILLAGE SC
	 	120 E SOUTHMORE
	 	 	 	 	 	PASADENA
	 	TX
	 	77502-1708
	273

	 	9405 JENSEN DR
	 	 	 	 	 	 	 	HOUSTON
	 	TX
	 	77093-6820
	276

	 	WESTCREST SC
	 	8554 LONG POINT RD
	 	 	 	 	 	HOUSTON
	 	TX
	 	77055-2311
	279

	 	ROANOKE CROSSING SHOPS
	 	1224 N HWY 377
	 	SUITE 103
	 	ROANOKE
	 	TX
	 	76262-0000
	280

	 	701 N TEXAS BLVD
	 	 	 	 	 	 	 	WESLACO
	 	TX
	 	78596-4805
	281

	 	ARKANSAS SHOPPING CENTER
	 	1301 N HERVEY
	 	UNIT C
	 	HOPE
	 	AR
	 	71801-2523







10









 








     



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	282

	 	YUMA PALMS REGIONAL CENTER
	 	1401 S YUMA PALMS PARKWAY 8
	 	 	 	YUMA
	 	AZ
	 	85365-0000
	283

	 	LAVALLITA SC
	 	1714 E MAIN ST
	 	 	 	ALICE
	 	TX
	 	78332-4083
	284

	 	TARGET SHOPPING CENTER
	 	204 HWY 332 WEST
	 	SPACE A
	 	LAKE JACKSON
	 	TX
	 	77566-4013
	285

	 	VILLAGE AT SURPRISE
	 	13980 W BELL RD
	 	SUITE 22
	 	SURPRISE
	 	AZ
	 	85374-3863
	289

	 	HABERLE PLAZA
	 	1201 S JACKSON ST
	 	SUITE 139
	 	JACKSONVILLE
	 	TX
	 	75766-3047
	291

	 	BEAVER CREEK COMMONS
	 	1055 BEAVER CREEK COMMONS DR
	 	SUITE 160
	 	APEX
	 	NC
	 	27502-3918
	292

	 	408 E SUNFLOWER RD
	 	 	 	 	 	CLEVELAND
	 	MS
	 	38732-2734
	293

	 	WALMART SHOPPING CENTER
	 	2001 WALMART WAYY
	 	 	 	RADCLIFF
	 	KY
	 	40160-1489
	294

	 	COLUMBIA JUNCTION SC
	 	101 WALTER PAYTON DR
	 	 	 	COLUMBIA
	 	MS
	 	39429-3738
	295

	 	APOPKA REGIONAL SC
	 	759 S ORANGE BLOSSOM TRL
	 	NO 17
	 	APOPKA
	 	FL
	 	32703-3708
	296

	 	SOUTH MEADOW SQUARE
	 	324 ELMIRA RD
	 	SUITE 400
	 	ITHACA
	 	NY
	 	14850-5104
	298

	 	MEADOWBROOK MART
	 	335 MEADOWBROOK RD
	 	 	 	JACKSON
	 	MS
	 	39206-5329
	300

	 	WILKES BARRE MARKETPLACE
	 	2160 HIGHLAND PARK BLVD
	 	D4
	 	WILKES BARRE
	 	PA
	 	18702-6059
	301

	 	MALL AT 163RD ST
	 	1443 NE 163RD ST
	 	 	 	NORTH MIAMI BEACH
	 	FL
	 	33162-4624
	302

	 	717 44TH AVE W
	 	 	 	 	 	BRADENTON
	 	FL
	 	34207-1557
	303

	 	111 W WILLOW ST
	 	 	 	 	 	LAFAYETTE
	 	LA
	 	70501-2839
	304

	 	GREAT RIVER RD SC
	 	287 SARGENT PRENTISS DR
	 	 	 	NATCHEZ
	 	MS
	 	39120-4225
	305

	 	SOUTHSIDE SQUARE
	 	1022 S MAIN ST
	 	SUITE G-F
	 	KERNERSVILLE
	 	NC
	 	27284-8178
	306

	 	COBBLESTONE VILLAGE
	 	370 CBL DR
	 	SUITE 101
	 	SAINT AUGUSTINE
	 	FL
	 	32086-0000
	308

	 	SHAWNEE SHOPPING CENTER
	 	4903 N UNION
	 	SUITE 101
	 	SHAWNEE
	 	OK
	 	74804-0000
	310

	 	TIFFANY PLAZA SHOPPING CENTER
	 	2766 RODEO RD
	 	 	 	ABBEVILLE
	 	LA
	 	70510-4053
	312

	 	BRAINARD MARKET CENTER
	 	480 GREENWAY VIEW DRIVE
	 	SUITE 101
	 	CHATTANOOGA
	 	TN
	 	37411-5689
	313

	 	WAL MART PLAZA
	 	1002 JEFFERSON TERRACE BLVD
	 	SUITE F
	 	NEW IBERIA
	 	LA
	 	70560-5712
	314

	 	DIXIE PLAZA SHOPPING CENTER
	 	310 DIXIE PLAZA
	 	 	 	NATCHITOCHES
	 	LA
	 	71457-5880
	317

	 	1610 US 46
	 	 	 	 	 	WEST PATERSON
	 	NJ
	 	07424-0000
	318

	 	PALLISADES COURT
	 	51 NATHANIEL PLACE
	 	 	 	ENGLEWOOD
	 	NJ
	 	07631-2736
	319

	 	LAS CRUCES SQUARE
	 	1455 HICKORY DRIVE 1
	 	SUITE 1
	 	LAS CRUCES
	 	NM
	 	88005-0000
	320

	 	STERLING POINTE COMMONS
	 	2312 TREASURY DRIVE SE
	 	 	 	CLEVELAND
	 	TN
	 	37323-7185
	321

	 	SKYVIEW PLAZA
	 	7909 S ORANGE BLOSSOM TRL
	 	 	 	ORLANDO
	 	FL
	 	32809-6909
	325

	 	2737 SE HIGHWAY 70
	 	 	 	 	 	ARCADIA
	 	FL
	 	34266-5401
	326

	 	WEDGEWOOD COMMONS
	 	3226 S FEDERAL HWY
	 	 	 	STUART
	 	FL
	 	34997-4912
	327

	 	CROSSROADS SC
	 	868 N MAIN ST
	 	 	 	VIDOR
	 	TX
	 	77662-4336
	328

	 	EAST TOWN SC
	 	2013 HIGHWAY 72 E
	 	SPACE E
	 	CORINTH
	 	MS
	 	38834-6710
	330

	 	HOBBY LOBBY CENTER
	 	2702 W THOMAS ST
	 	 	 	HAMMOND
	 	LA
	 	70401-2839
	335

	 	FIVE POINTS WEST
	 	2209 BESSEMER RD
	 	 	 	BIRMINGHAM
	 	AL
	 	35208-4712
	336

	 	37-12 JUNCTION BOULEVARD
	 	 	 	 	 	FLUSHING
	 	NY
	 	11368-0000








11









 








     



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	337

	 	COUNTRYSIDE PLAZA
	 	1220 HWY 278
	 	 	 	CAMDEN
	 	AR
	 	71701-4552
	338

	 	11900 ATLANTIC BLVD
	 	SUITE 201
	 	 	 	JACKSONVILLE
	 	FL
	 	32225-2920
	341

	 	981 BROOKWAY BLVD
	 	 	 	 	 	BROOKHAVEN
	 	MS
	 	39601-2643
	345

	 	THE CROSSROADS SC
	 	2816 HIGHWAY 71
	 	 	 	MARIANNA
	 	FL
	 	32446-1893
	346

	 	58418 TYLER ST
	 	 	 	 	 	SLIDELL
	 	LA
	 	70461-0000
	347

	 	LAKE SQUARE MALL
	 	10401 US HIGHWAY 441 STE 064
	 	 	 	LEESBURG
	 	FL
	 	34788-7243
	349

	 	2011 AIRLINE DR
	 	 	 	 	 	BOSSIER CITY
	 	LA
	 	71111-3203
	353

	 	1330 N WEST AVE
	 	 	 	 	 	EL DORADO
	 	AR
	 	71730-3854
	355

	 	831 BOLTON AVE
	 	 	 	 	 	ALEXANDRIA
	 	LA
	 	71301-6826
	356

	 	611 1/2 22ND AVE S
	 	 	 	 	 	MERIDIAN
	 	MS
	 	39301-6117
	357

	 	BEL AIR MALL
	 	3402 BEL AIR MALL
	 	SPACE E-2
	 	MOBILE
	 	AL
	 	36606-3402
	360

	 	303 W FAIRVIEW AVE
	 	 	 	 	 	MONTGOMERY
	 	AL
	 	36105-1619
	361

	 	PANAMA CITY SQUARE
	 	605 W 23RD ST
	 	 	 	PANAMA CITY
	 	FL
	 	32405-3922
	363

	 	5400 MCCLELLAN BLVD
	 	 	 	 	 	ANNISTON
	 	AL
	 	36206-3853
	367

	 	2517 HOLLYWOOD AVE
	 	 	 	 	 	SHREVEPORT
	 	LA
	 	71108-3805
	369

	 	3011 LOUISVILLE AVE
	 	 	 	 	 	MONROE
	 	LA
	 	71201-5136
	371

	 	PARKWAY SHOPPING CENTER
	 	1231 APALACHEE PARKWAY
	 	#J
	 	TALLAHASSEE
	 	FL
	 	32301-4543
	372

	 	419 W MAIN STREET
	 	 	 	 	 	DOTHAN
	 	AL
	 	36301-1615
	373

	 	PARK WEST PLACE
	 	10734 TRINITY PARKWAY
	 	SPACE D
	 	STOCKTON
	 	CA
	 	95219-7232
	374

	 	COUNTRYWALK PLAZA
	 	13789 SW 152ND ST
	 	 	 	MIAMI
	 	FL
	 	33177-8126
	375

	 	5842 PLANK RD
	 	 	 	 	 	BATON ROUGE
	 	LA
	 	70805-1320
	376

	 	4239 DENNY AVE
	 	 	 	 	 	PASCAGOULA
	 	MS
	 	39581-5502
	379

	 	BOWDOIN PLACE
	 	705E HIGHWAY 43 S
	 	 	 	SARALAND
	 	AL
	 	36571-3604
	380

	 	1229 MARKET ST
	 	SUITES 6 / 6A
	 	 	 	CLARKSVILLE
	 	AR
	 	72830-9027
	382

	 	1500 CLAY ST
	 	 	 	 	 	VICKSBURG
	 	MS
	 	39183-3016
	384

	 	SOUTHLAND MALL
	 	5953 W PARK AVE SUITE 3013
	 	 	 	HOUMA
	 	LA
	 	70364-3739
	386

	 	WALMART PLAZA
	 	6033 MER ROUGE RD
	 	 	 	BASTROP
	 	LA
	 	71220-6709
	387

	 	609 HOMER RD
	 	 	 	 	 	MINDEN
	 	LA
	 	71055-2909
	388

	 	1700 NW 13TH STREET
	 	 	 	 	 	GAINESVILLE
	 	FL
	 	32609-3415
	389

	 	3621 PAGE BLVD
	 	 	 	 	 	SAINT LOUIS
	 	MO
	 	63113-3807
	391

	 	140 NW CALIFORNIA BLVD
	 	 	 	 	 	PORT SAINT LUCIE
	 	FL
	 	34986-0000
	392

	 	2911 TERRY RD
	 	 	 	 	 	JACKSON
	 	MS
	 	39212-3054
	393

	 	KENWOOD SHOPPING CENTER
	 	1600 S RUTH ST
	 	 	 	SULPHUR
	 	LA
	 	70663-4906
	394

	 	4396 PERKINS RD
	 	 	 	 	 	BATON ROUGE
	 	LA
	 	70808-3031
	395

	 	SCARLET BROOK MARKETPLACE
	 	119 W BOYLESTON
	 	SPACE 92
	 	WEST BOYLSTON
	 	MA
	 	01583-1713
	396

	 	8099 S DIXIE HIGHWAY
	 	SUITES 6 AND 7
	 	 	 	MIAMI
	 	FL
	 	33143-7920







12









 








     



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	397

	 	PENROSE PLAZA SHOPPING CENTER
	 	2914 ISLAND AVE # 2916
	 	 	 	PHILADELPHIA
	 	PA
	 	19153-2026
	400

	 	51520 GRATIOT AVE
	 	 	 	 	 	CHESTERFIELD
	 	MI
	 	48051-2008
	407

	 	OPRY MILLS MALL
	 	417 OPRY MILLS DR
	 	 	 	NASHVILLE
	 	TN
	 	37214-2443
	411

	 	MARKETPLACE AT CENTERTON SQUARE
	 	22 CENTERTON RD
	 	UNIT F1
	 	MOUNT LAUREL
	 	NJ
	 	08054-3381
	412

	 	NORTHLAKE VILLAGE
	 	6801 NORTHLAKE MALL DR
	 	SUITE 147
	 	CHARLOTTE
	 	NC
	 	28216-0000
	414

	 	CROSSROADS PLAZA
	 	519 OGLETHORPE HWY
	 	 	 	HINESVILLE
	 	GA
	 	31313-4412
	416

	 	3909 FAIRVIEW AVE
	 	SUITE 115
	 	 	 	MERIDIAN
	 	ID
	 	83642-5809
	417

	 	8319 ROGERS AVE
	 	 	 	 	 	FORT SMITH
	 	AR
	 	72903-5236
	418

	 	PALISADES SC
	 	304 OXMOOR RD
	 	 	 	HOMEWOOD
	 	AL
	 	35209-6116
	420

	 	150 PAVILLION PARKWAY
	 	 	 	B7-B8
	 	FAYETTEVILLE
	 	GA
	 	30214-7308
	422

	 	AUBURN PLAZA
	 	2665 BELL RD
	 	 	 	AUBURN
	 	CA
	 	95603-2541
	423

	 	2301 ELIDA RD
	 	 	 	 	 	LIMA
	 	OH
	 	45805-1201
	424

	 	DECATUR CROSSING
	 	286 S DECATUR BLVD
	 	 	 	LAS VEGAS
	 	NV
	 	89107-2936
	426

	 	BOLGER SQUARE SC
	 	17710 EAST 39 ST SOUTH
	 	 	 	INDEPENDENCE
	 	MO
	 	64055-6725
	428

	 	SHOPS AT BOARDWALK
	 	8608 N BOARDWALK AVE
	 	 	 	KANSAS CITY
	 	MO
	 	64154-5239
	429

	 	ONE KELLOGG PLACE
	 	11661 EAST KELLOGG
	 	SPACE 101
	 	WICHITA
	 	KS
	 	67207-1967
	430

	 	TRUMAN CORNERS
	 	12202 S 71ST HWY
	 	 	 	GRANDVIEW
	 	MO
	 	64030-1130
	434

	 	5405 W SAGINAW HWY STE A
	 	 	 	 	 	LANSING
	 	MI
	 	48917-1918
	435

	 	DUBLIN SHOPPING CENTER
	 	2103 VETERANS BLVD
	 	SUITE A2
	 	DUBLIN
	 	GA
	 	31021-7502
	439

	 	2153 RAWSONVILLE RD
	 	 	 	 	 	BELLEVILLE
	 	MI
	 	48111-2283
	441

	 	HILLTOP PLAZA
	 	3 HILLTOP PLZ
	 	 	 	KITTANNING
	 	PA
	 	16201-8905
	443

	 	NEW BERN COMMONS
	 	4501 NEW BERN AVE
	 	SPACE 110
	 	RALEIGH
	 	NC
	 	27610-1441
	444

	 	ATHENS CENTER
	 	3061 ATLANTA HIGHWAY
	 	SUITE 201
	 	ATHENS
	 	GA
	 	30606-3334
	446

	 	SHOPS AT PRAIRIE CROSSING
	 	544 S RANDALL RD
	 	 	 	SOUTH ELGIN
	 	IL
	 	60177-0000
	448

	 	WESTLAND PLAZA
	 	6629 N WAYNE RD
	 	 	 	WESTLAND
	 	MI
	 	48185-7007
	451

	 	GREENFIELD GATEWAY SC
	 	1728 S GREENFIELD RD
	 	STE 101 BLDG 1
	 	MESA
	 	AZ
	 	85206-3484
	452

	 	GRAND ISLAND PLAZA
	 	2390 DIERS AVENUE
	 	SUITE 100
	 	GRAND ISLAND
	 	NE
	 	68803-0000
	454

	 	ST JOHNS TOWN CENTER
	 	4611 RIVER CITY DR
	 	SPACE 101
	 	JACKSONVILLE
	 	FL
	 	32246-7426
	455

	 	WHITE FLINT MALL
	 	11301 ROCKVILLE PIKE
	 	SP 1 TO 5/1
	 	KENSINGTON
	 	MD
	 	20895-1021
	457

	 	NORRIDGE COMMONS
	 	4141 N HARLEM AVE
	 	 	 	NORRIDGE
	 	IL
	 	60706-1211
	458

	 	UNIVERSITY HEIGHTS SHOPPING CENTER
	 	12822 I-10 WEST
	 	BLDG 2 SUITE 210
	 	SAN ANTONIO
	 	TX
	 	78249-2210
	460

	 	733 BROAD ST
	 	 	 	 	 	NEWARK
	 	NJ
	 	07102-4104
	461

	 	LIBERAL PLAZA S/C
	 	1537 N KANSAS AVE
	 	 	 	LIBERAL
	 	KS
	 	67901-5202
	463

	 	MONTGOMERY PLAZA SC
	 	501 CARROLL STREET STE 624
	 	SPACE 140
	 	FORT WORTH
	 	TX
	 	76107-0000
	464

	 	OROVILLE PLAZA
	 	1124 ORO DAM BLVD E
	 	SUITE L
	 	OROVILLE
	 	CA
	 	95965-5844
	467

	 	475 HWY E 53
	 	 	 	 	 	CALHOUN
	 	GA
	 	30701-3058







13









 








     



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	468

	 	340 5TH AVE # 342
	 	 	 	 	 	PITTSBURGH
	 	PA
	 	15222-2401
	471

	 	CRYSTAL SC
	 	331 WILLOW BND
	 	 	 	CRYSTAL
	 	MN
	 	55428-3969
	473

	 	JANNS MALL
	 	225 N MOORPARK RD
	 	SUITE B
	 	THOUSAND OAKS
	 	CA
	 	91360-4321
	474

	 	MERVYN’S S/C
	 	4450 CALIFORNIA AVE STE H
	 	 	 	BAKERSFIELD
	 	CA
	 	93309-1196
	476

	 	THE ENGLEWOOD PLAZA
	 	6920A S ASHLAND AVE
	 	 	 	CHICAGO
	 	IL
	 	60636-3940
	478

	 	LAKE MEAD SQUARE
	 	1818 E LAKE MEAD BLVD
	 	 	 	NORTH LAS VEGAS
	 	NV
	 	89030-7100
	480

	 	7880 PLAZA BLVD
	 	 	 	 	 	MENTOR
	 	OH
	 	44060-5515
	482

	 	THE CROSSINGS SC
	 	3359 GRAND OAKS BLVD
	 	SPACE 105
	 	CORONA
	 	CA
	 	92881-0000
	484

	 	PEAR TREE S/C
	 	211 N ORCHARD AVE
	 	 	 	UKIAH
	 	CA
	 	95482-4503
	485

	 	NORTHGATE MALL
	 	320 NORTHGATE MALL
	 	SPACE J170
	 	CHATTANOOGA
	 	TN
	 	37415-6921
	486

	 	AUGUSTA MALL
	 	3450 WRIGHTSBORO RD
	 	SUITE 2290
	 	AUGUSTA
	 	GA
	 	30909-2599
	487

	 	GATEWAY MALL
	 	1008 US HIGHWAY 9
	 	SPACE 5 AND 6
	 	PARLIN
	 	NJ
	 	08859-1401
	488

	 	EAST COUNTY SQUARE
	 	13465 CAMINO CANADA
	 	SUITE 108
	 	EL CAJON
	 	CA
	 	92021-8813
	489

	 	ESCONDIDO MISSION CENTER
	 	357 W MISSION AVE
	 	 	 	ESCONDIDO
	 	CA
	 	92025-1729
	490

	 	1220 HIGHLAND AVENUE
	 	 	 	SPACE 4A
	 	SELMA
	 	AL
	 	36701-4124
	491

	 	COURTHOUSE SHADOWS SC
	 	3370 TAMIAMI TRL E
	 	 	 	NAPLES
	 	FL
	 	34112-4931
	493

	 	MUSTANG RETAIL CENTER
	 	1001 E HWY 152
	 	SUITE 113
	 	MUSTANG
	 	OK
	 	73064-0000
	494

	 	FAYETTE MALL
	 	3615 NICHOLASVILLE RD
	 	SUITE 856
	 	LEXINGTON
	 	KY
	 	40503-4409
	495

	 	2307 S ZERO STREET
	 	SUITE 109
	 	 	 	FORT SMITH
	 	AR
	 	72901-8643
	497

	 	BAYBROOK SHOPPING CENTER
	 	1805 WEST BAY AREA BLVD
	 	 	 	WEBSTER
	 	TX
	 	77598-3403
	498

	 	EAST CEDARBROOK PLAZA
	 	3001 CHELTENHAM AVE
	 	SPACE 3000
	 	WYNCOTE
	 	PA
	 	19095-0000
	499

	 	111 OSBORNE WAY
	 	SUITE 5
	 	 	 	GEORGETOWN
	 	KY
	 	40324-9636
	503

	 	8694 NW 13TH TERRACE
	 	 	 	 	 	DORAL
	 	FL
	 	33126-1511
	504

	 	THE SHOPS AT BUENA PARK
	 	7540 ORANGETHORPE AVENUE
	 	 	 	BUENA PARK
	 	CA
	 	90621-3458
	505

	 	THE MARKETPLACE AT BOB BULLOCK
	 	4311 CLARK BLVD
	 	SUITE A
	 	LAREDO
	 	TX
	 	78043-0000
	507

	 	1077 W HIGHLAND AVE
	 	 	 	 	 	SAN BERNARDINO
	 	CA
	 	92405-3207
	508

	 	1304 WIBLE STREET
	 	SUITE 103
	 	 	 	BAKERSFIELD
	 	CA
	 	93304-4129
	511

	 	5122 N 95TH AVE
	 	SUITE 130A
	 	 	 	GLENDALE
	 	AZ
	 	85305-0000
	512

	 	ANTIOCH CROSSING CENTER
	 	417 EAST RTE 173
	 	UNIT 101
	 	ANTIOCH
	 	IL
	 	60002-9406
	513

	 	2048 STORY RD
	 	 	 	 	 	SAN JOSE
	 	CA
	 	95122-1668
	515

	 	640 S GAFFEY ST
	 	 	 	 	 	SAN PEDRO
	 	CA
	 	90731-3027
	517

	 	1201 COLUMBUS ST
	 	 	 	 	 	BAKERSFIELD
	 	CA
	 	93305-2009
	518

	 	PHOENIX WEST PLAZA
	 	4344 W INDIAN SCHOOL RD
	 	UNIT 11
	 	PHOENIX
	 	AZ
	 	85031-2984
	519

	 	600 REDWOOD ST
	 	 	 	 	 	VALLEJO
	 	CA
	 	94590-2941
	521

	 	455 W WILLOW ST
	 	 	 	 	 	LONG BEACH
	 	CA
	 	90806-2843
	522

	 	1033 N ARIZONA AVENUE
	 	 	 	 	 	CHANDLER
	 	AZ
	 	85225-6693








14









 








     



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	523

	 	1431 WEST KNOX ST
	 	SUITE 100
	 	 	 	TORRANCE
	 	CA
	 	90502-0000
	526

	 	5095 STOCKTON BLVD
	 	 	 	 	 	SACRAMENTO
	 	CA
	 	95820-5407
	533

	 	CENTER AT SLATTEN RANCH
	 	5749 LONE TREE WAY
	 	SPACE B
	 	ANTIOCH
	 	CA
	 	94531-8587
	535

	 	6948 MAGNOLIA AVE
	 	 	 	 	 	RIVERSIDE
	 	CA
	 	92506-2845
	536

	 	513 BROADWAY
	 	UNIT 1A
	 	 	 	NEW YORK
	 	NY
	 	10012-4426
	537

	 	1014 S MOONEY BLVD
	 	 	 	 	 	VISALIA
	 	CA
	 	93277-3502
	538

	 	ALPHA BETA SC
	 	262 E HARVARD BLVD
	 	 	 	SANTA PAULA
	 	CA
	 	93060-3372
	540

	 	SPRING VALLEY SC
	 	631 SWEETWATER RD
	 	 	 	SPRING VALLEY
	 	CA
	 	91977-5628
	541

	 	40 W 14TH ST
	 	 	 	 	 	NEW YORK
	 	NY
	 	10011-7501
	542

	 	RESEDA PLAZA
	 	18201 SHERMAN WAY
	 	 	 	RESEDA
	 	CA
	 	91335-4551
	543

	 	5404 N BLACKSTONE AVE
	 	 	 	 	 	FRESNO
	 	CA
	 	93710-5016
	546

	 	NORTHERN CROSSING
	 	5707 WEST NORTHERN
	 	SUITE A-106
	 	GLENDALE
	 	AZ
	 	85301-1334
	547

	 	TEMPLE CITY CENTER
	 	5563 ROSEMEAD BLVD
	 	 	 	TEMPLE CITY
	 	CA
	 	91780-1802
	549

	 	MID FIAR PLAZA SHPG CNTR
	 	1936 N TEXAS ST
	 	 	 	FAIRFIELD
	 	CA
	 	94533-3820
	550

	 	SPRADLIN FARMS SC
	 	175 CONSTON AVENUE
	 	SPACE C6
	 	CHRISTIANSBURG
	 	VA
	 	24073-1151
	551

	 	SUTTER CROSSROADS SC
	 	1222 H COLUSA AVE
	 	 	 	YUBA CITY
	 	CA
	 	95991-3656
	552

	 	GOLDEN CIRCLE SC
	 	311 N CAPITOL AVE
	 	SUITE 1
	 	SAN JOSE
	 	CA
	 	95133-1943
	554

	 	AUDUBON CROSSING
	 	130 BLACKHORSE PIKE
	 	SUITE 300
	 	AUDUBON
	 	NJ
	 	08106-1900
	556

	 	WOODSIDE CENTRAL SC
	 	2531 EL CAMINO REAL
	 	 	 	REDWOOD CITY
	 	CA
	 	94061-3812
	557

	 	CERES PLAZA SHOPPING CENTER
	 	1366 E HATCH RD
	 	 	 	MODESTO
	 	CA
	 	95351-5011
	559

	 	LAKELAND SQUARE MALL
	 	3800 US HIGHWAY 98 NORTH
	 	SUITE 102
	 	LAKELAND
	 	FL
	 	33809-3849
	562

	 	SOUTHGATE PLAZA
	 	4306 FLORIN RD
	 	SPACES 2 AND 3
	 	SACRAMENTO
	 	CA
	 	95823-2510
	565

	 	1921 N MAIN ST
	 	SUITE 115
	 	 	 	PEARLAND
	 	TX
	 	77581-3305
	567

	 	YOUNGS BAY PLAZA
	 	133 S HIGHWAY 101
	 	 	 	WARRENTON
	 	OR
	 	97146-9314
	569

	 	GRANT ROAD CENTER
	 	1040 GRANT RD
	 	SUITE 140
	 	MOUNTAIN VIEW
	 	CA
	 	94040-3200
	574

	 	SANTEE TROLLEY SQUARE
	 	9850 MISSION GORGE RD
	 	SUITE B
	 	SANTEE
	 	CA
	 	92071-3834
	575

	 	SPOKANE VALLEY PLAZA
	 	15705 E BROADWAY AVE
	 	 	 	SPOKANE VALLEY
	 	WA
	 	99037-9544
	576

	 	FOUR CORNERS
	 	28435 TOMBALL PKY
	 	 	 	TOMBALL
	 	TX
	 	77375-3307
	578

	 	HILLSBORO SC
	 	1300 B SW OAK
	 	 	 	HILLSBORO
	 	OR
	 	97123-3875
	580

	 	GOOD CIRCLE SC
	 	157 E EL CAMINO REAL
	 	 	 	SUNNYVALE
	 	CA
	 	94087-1937
	581

	 	VINEYARD SHPG CNTR
	 	5100 CLAYTON RD STE 18
	 	 	 	CONCORD
	 	CA
	 	94521-3139
	582

	 	BREA UNION PLAZA
	 	2515 E IMPERIAL HWY
	 	SUITE A
	 	BREA
	 	CA
	 	92821-6130
	583

	 	SOUTH TOWNE CROSSING
	 	197 DAMONTE RANCH PARKWAY
	 	UNIT A
	 	RENO
	 	NV
	 	89521-2990
	588

	 	SEVEN TREES SC
	 	2330 STERLING AVE
	 	SPACE 3 C
	 	SAN BERNARDINO
	 	CA
	 	92404-4624
	590

	 	GULF COAST TOWN CENTER
	 	9908 GULF COAST MAIN ST
	 	SUITE 110
	 	FORT MYERS
	 	FL
	 	33913-8956
	592

	 	CICERO MARKET PLACE
	 	3021 S CICERO AVENUE
	 	 	 	CICERO
	 	IL
	 	60804-3639







15












 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2 	 	Store Address 3	 	City	 	State	 	Zip	 
	593
	 	DIAMOND SHOPPING CENTER	 	1891 NE 7TH ST	 	 	 	GRANTS PASS	 	OR	 	 	97526-3403	 
	595
	 	RANCHO SAN DIEGO TOWN CENTER	 	2891 JAMACHA RD	 	SPACE 14F	 	EL CAJON	 	CA	 	 	92019-4397	 
	597
	 	HAMPTON VILLAGE CENTRE	 	2867 S ROCHESTER RD	 	 	 	ROCHESTER HILLS	 	MI	 	 	48307-4579	 
	598
	 	CASTLE ROCK SHPG CNTR	 	1181 E MAIN ST	 	 	 	PRICE	 	UT	 	 	84501-2714	 
	599
	 	BRIGGSMORE SHPG CNTR	 	2001L MCHENRY AVE	 	 	 	MODESTO	 	CA	 	 	95350-3245	 
	602
	 	PALO VERDE SC	 	7105 E 22ND ST	 	 	 	TUCSON	 	AZ	 	 	85710-6401	 
	604
	 	9525 OLD SPANISH TRAIL	 	SUITE 121	 	 	 	TUCSON	 	AZ	 	 	85748-6644	 
	606
	 	870 W COMMERCE WAY	 	SUITE A	 	 	 	BRIGHAM CITY	 	UT	 	 	84302-0000	 
	607
	 	MARINA LAKES SC	 	2121 AMIDON AVENUE	 	 	 	WICHITA	 	KS	 	 	67203-2116	 
	611
	 	WINDWARD PLAZA	 	401 WINDWARD DR	 	SPACE 417	 	NEWTON	 	KS	 	 	67114-5425	 
	614
	 	BUNKER HILL S/C	 	1460 N MAIN ST	 	 	 	ALTUS	 	OK	 	 	73521-2104	 
	615
	 	BERRYVILLE CENTER	 	928 W TRIMBLE	 	SUITE B	 	BERRYVILLE	 	AR	 	 	72616-4238	 
	616
	 	TYLER OUTLET	 	3840 W HIGHWAY 64	 	 	 	TYLER	 	TX	 	 	75704-6924	 
	618
	 	3086 W ROUTE 60	 	 	 	 	 	MUNDELEIN	 	IL	 	 	60060-0000	 
	619
	 	555 WASHINGTON SQUARE	 	 	 	 	 	WASHINGTON	 	MO	 	 	63090-5343	 
	620
	 	3033 28TH STREET SE	 	 	 	 	 	KENTWOOD	 	MI	 	 	49512-1626	 
	621
	 	CYPRESS VILLAGE S/C	 	10861 SAINT CHARLES ROCK RD	 	 	 	SAINT ANN	 	MO	 	 	63074-1507	 
	623
	 	1758 S 20TH STREET	 	 	 	 	 	OZARK	 	MO	 	 	65721-7000	 
	624
	 	COSHOCTON DOWNTOWNER	 	490 DOWNTOWNER PLZ	 	 	 	COSHOCTON	 	OH	 	 	43812-1929	 
	625
	 	MARKET PLACE SC	 	7715 MARKETPLACE DR	 	 	 	AURORA	 	OH	 	 	44202-8763	 
	627
	 	AUSTINTOWN PLAZA	 	6000 MAHONING AVE	 	 	 	YOUNGSTOWN	 	OH	 	 	44515-2240	 
	628
	 	1790 LAWNDALE	 	 	 	 	 	SAGINAW	 	MI	 	 	48603-0000	 
	629
	 	FOX PLAZA SHOPPING CTR	 	5523 ALAMEDA AVE	 	 	 	EL PASO	 	TX	 	 	79905-2915	 
	630
	 	MALL OF ABILENE	 	4310 BUFFALO GAP RD STE 1270	 	SPACE 1124	 	ABILENE	 	TX	 	 	79606-2785	 
	631
	 	IRVING TOWN CENTER	 	3401 W AIRPORT FREEWAY	 	SPACE 140	 	IRVING	 	TX	 	 	75062-5930	 
	632
	 	SALEM SQUARE	 	12405 E MISSISSIPPI AVE	 	UNIT 101	 	AURORA	 	CO	 	 	80012-3477	 
	633
	 	PLAZA NORTH SC	 	131 N MCDOWELL BLVD	 	 	 	PETALUMA	 	CA	 	 	94954-2306	 
	637
	 	YANKTON MALL	 	2101 BROADWAY ST	 	SUITE F6	 	YANKTON	 	SD	 	 	57078-1607	 
	639
	 	1205 N MAIN ST	 	 	 	 	 	LOGAN	 	UT	 	 	84341-2219	 
	640
	 	8621 EAST POINT DOUGLAS ROAD	 	 	 	 	 	COTTAGE GROVE	 	MN	 	 	55016-4086	 
	641
	 	603 S BISHOP AVE	 	SUITE A	 	 	 	ROLLA	 	MO	 	 	65401-4314	 
	642
	 	UNIVERSITY PLAZA	 	405 E UNIVERSITY DR	 	 	 	EDINBURG	 	TX	 	 	78539-3562	 
	643
	 	1003 W GANNON DR	 	 	 	 	 	FESTUS	 	MO	 	 	63028-2606	 
	644
	 	835 S KUNER RD	 	 	 	 	 	BRIGHTON	 	CO	 	 	80601-2857	 
	645
	 	CHERRYLAND CENTER	 	1708 S GARFIELD	 	SPACE C106	 	TRAVERSE CITY	 	MI	 	 	49686-4338	 
	646
	 	1053 N SHIAWASSEE ST	 	 	 	 	 	CORUNNA	 	MI	 	 	48817-1151	 






16









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2 	 	Store Address 3	 	City	 	State	 	Zip	 
	647
	 	HIGH PLAINS SC	 	1307 W MAIN ST	 	 	 	STERLING	 	CO	 	 	80751-2834	 
	648
	 	101 GATEWAY BLVD	 	SPACE E	 	BOX 459 3	 	ROCK SPRINGS	 	WY	 	 	82901-5710	 
	650
	 	CONYERS CROSSING	 	1489 HIGHWAY 138 SE	 	 	 	CONYERS	 	GA	 	 	30013-1286	 
	655
	 	MARKET PLACE OF WARSAW	 	2818 FRONTAGE RD	 	 	 	WARSAW	 	IN	 	 	46580-3912	 
	659
	 	HILLTOP MALL	 	5019 NORTH 2ND AVENUE	 	SPACE 19	 	KEARNEY	 	NE	 	 	68847-2427	 
	660
	 	WALMART SC	 	11481 TARA BLVD	 	SUITE 1-B	 	HAMPTON	 	GA	 	 	30228-1687	 
	661
	 	WATER TOWER PLACE	 	1261 WATER TOWER PL	 	 	 	ARNOLD	 	MO	 	 	63010-2142	 
	663
	 	BONANZA SQUARE	 	581 N EASTERN AVE	 	PAD A	 	LAS VEGAS	 	NV	 	 	89101-3422	 
	664
	 	LITCHFIELD PLAZA	 	1403 W FERDON ST	 	SUITE 3	 	LITCHFIELD	 	IL	 	 	62056-4448	 
	665
	 	5707 BUFORD HWY NE	 	 	 	 	 	DORAVILLE	 	GA	 	 	30340-1206	 
	666
	 	SOUTH TOWNE CROSSING	 	140 SE JOHN JONES DR	 	SUITE 148	 	BURLESON	 	TX	 	 	76028-0000	 
	667
	 	8526 S VERMONT AVE	 	 	 	 	 	LOS ANGELES	 	CA	 	 	90044-3426	 
	668
	 	CHICKASHA SQUARE	 	2327 PONDEROSA DR	 	 	 	CHICKASHA	 	OK	 	 	73018-6839	 
	670
	 	COLLEGE PLAZA SHPG CNTR	 	2010 CERRILLOS RD STE 6	 	 	 	SANTA FE	 	NM	 	 	87505-3275	 
	672
	 	UVALDE RETAIL CENTER	 	3030 E MAIN ST	 	SUITE A	 	UVALDE	 	TX	 	 	78801-0000	 
	673
	 	RIVER OAKS WEST SC	 	50 EAST RIVER OAKS CENTER	 	 	 	CALUMET CITY	 	IL	 	 	60409-5520	 
	676
	 	BASSETT CENTER	 	6101 GATEWAY BLVD W	 	SPACE C9	 	EL PASO	 	TX	 	 	79925-3416	 
	677
	 	WASHINGTON CORNER S/C	 	9910 E WASHINGTON ST # 9912	 	 	 	INDIANAPOLIS	 	IN	 	 	46229-3040	 
	679
	 	NORTHRIDGE SC	 	7891 WADSWORTH BLVD	 	 	 	ARVADA	 	CO	 	 	80003-2107	 
	680
	 	1002 A NORTH MERIDIAN	 	SUITE 101	 	 	 	PUYALLUP	 	WA	 	 	98371-0000	 
	682
	 	MIDWAY SHOPPING CENTER	 	1468 UNIVERSITY AVE W	 	 	 	SAINT PAUL	 	MN	 	 	55104-3901	 
	683
	 	AUBURN NORTH S/C	 	1215 AUBURN WAY N	 	 	 	AUBURN	 	WA	 	 	98002-4148	 
	684
	 	ORCHARDS MALL	 	1800 PIPESTONE RD	 	SPACE E48	 	BENTON HARBOR	 	MI	 	 	49022-2311	 
	686
	 	BEMIDJI RETAIL CENTER	 	2219 PAUL BUNYAN DR NW 1	 	SUITE 42	 	BEMIDJI	 	MN	 	 	56601-4162	 
	687
	 	LUDINGTON SHOPPING CENTER	 	5582 US 10 WEST	 	 	 	LUDINGTON	 	MI	 	 	49431-2456	 
	688
	 	GLENS SHOPPING CENTER NORTH	 	1131 US 31 NORTH	 	 	 	PETOSKEY	 	MI	 	 	49770-9305	 
	693
	 	CAMEL PLAZA	 	900E CAMEL DR	 	 	 	GILLETTE	 	WY	 	 	82716-4955	 
	695
	 	NEWPORT CENTRE	 	30 MALL DR W	 	 	 	JERSEY CITY	 	NJ	 	 	07310-1603	 
	697
	 	GREENGATE CENTER	 	1860 GREENGATE CENTER BLVD	 	 	 	GREENSBURG	 	PA	 	 	15601-0000	 
	700
	 	JANTZEN BEACH CENTER	 	1222 JANTZEN BEACH CTR	 	 	 	PORTLAND	 	OR	 	 	97217-7836	 
	701
	 	1000 W BROADWAY ST	 	 	 	 	 	ARDMORE	 	OK	 	 	73401-4531	 
	704
	 	973 W NORTH TEMPLE	 	 	 	 	 	SALT LAKE CITY	 	UT	 	 	84116-3362	 
	705
	 	2923 W BROADWAY BLVD	 	STOP ONE	 	 	 	SEDALIA	 	MO	 	 	65301-2214	 
	707
	 	BASELINE PLAZA	 	20164 WEST 8 MILE RD	 	 	 	SOUTHFIELD	 	MI	 	 	48075-5659	 
	708
	 	1960 S CAMPBELL AVE	 	 	 	 	 	SPRINGFIELD	 	MO	 	 	65807-2651	 
	710
	 	1012 E 23RD ST	 	SUITE 100	 	 	 	COLUMBUS	 	NE	 	 	68601-3706	 






17









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2 	 	Store Address 3	 	City	 	State	 	Zip	 
	712
	 	NORTHPARK SHOPPING CENTER	 	320 E YOUNG ST	 	SUITE C	 	WARRENSBURG	 	MO	 	 	64093-1258	 
	714
	 	MILWAUKIE MARKET PLACE	 	10882 SE OAK ST	 	 	 	MILWAUKIE	 	OR	 	 	97222-6694	 
	718
	 	WYANDOTTE PLAZA S/C	 	7714 STATE AVE	 	 	 	KANSAS CITY	 	KS	 	 	66112-2820	 
	719
	 	WESTGATE MARKET	 	6712 W KELLOGG DRIVE	 	 	 	WICHITA	 	KS	 	 	67209-2216	 
	722
	 	3520 N 1ST ST	 	 	 	 	 	ABILENE	 	TX	 	 	79603-6914	 
	723
	 	3779 STATE RTE 13	 	 	 	 	 	PULASKI	 	NY	 	 	13142-2402	 
	724
	 	6385 ULALI DR NE	 	SUITE 101	 	 	 	KEIZER	 	OR	 	 	97303-1723	 
	726
	 	48 BOARDMAN POLAND RD	 	 	 	 	 	BOARDMAN	 	OH	 	 	44512-4601	 
	728
	 	29821 FORD RD	 	 	 	 	 	GARDEN CITY	 	MI	 	 	48135-2366	 
	730
	 	SAINT CLOUD COMMONS	 	4554 13TH ST	 	SPACE A	 	SAINT CLOUD	 	FL	 	 	34769-6706	 
	733
	 	THORNTON TOWN CENTER	 	10001 GRANT STREET	 	SPACE D	 	THORNTON	 	CO	 	 	80229-4535	 
	734
	 	3047 NICOLLET AVE	 	 	 	 	 	MINNEAPOLIS	 	MN	 	 	55408-3129	 
	735
	 	1603 ROBERT ST S	 	 	 	 	 	WEST SAINT PAUL	 	MN	 	 	55118-3903	 
	737
	 	CROSSING OAKS SHPG CNTR	 	7134 S MEMORIAL DR	 	 	 	TULSA	 	OK	 	 	74133-2962	 
	739
	 	EXPRESSWAY PLAZA	 	1200 LOWES BOULEVARD	 	SUITE 112	 	KILLEEN	 	TX	 	 	76542-5204	 
	740
	 	ARLINGTON CENTER	 	820 ARLINGTON CTR	 	 	 	ADA	 	OK	 	 	74820-2828	 
	741
	 	FT OGLETHORPE SC	 	400 BATTLEFIELD PKY	 	 	 	FORT OGLETHORPE	 	GA	 	 	30742-3847	 
	743
	 	6359 NE MARTIN LUTHER KING JR BLVD	 	 	 	 	 	PORTLAND	 	OR	 	 	97211-3029	 
	744
	 	MEMORIAL BEND SHOPPING CENTER	 	5234 MEMORIAL DR	 	SUITE D	 	STONE MOUNTAIN	 	GA	 	 	30083-3113	 
	747
	 	PECAN PROMENADE SC	 	9870 WEST LOWER BUCKEYE RD	 	SUITE 145	 	TOLLESON	 	AZ	 	 	85353-0000	 
	748
	 	CLEARWATER PLAZA	 	5216 E CLEVELAND BLVD	 	SUITE J	 	CALDWELL	 	ID	 	 	83607-8124	 
	750
	 	820 S RIVERSIDE DR	 	 	 	 	 	IOWA CITY	 	IA	 	 	52246-5611	 
	754
	 	2326 INDUSTRIAL RD	 	SUITE 200	 	 	 	EMPORIA	 	KS	 	 	66801-6659	 
	755
	 	THE SHOPS OF HULEN	 	5816 SOUTH HULEN STREET	 	 	 	FORT WORTH	 	TX	 	 	76132-2684	 
	757
	 	3437 WILLIAM	 	 	 	 	 	CAPE GIRARDEAU	 	MO	 	 	63701-9507	 
	759
	 	MAPLEWOOD SQUARE	 	2716 N 90TH ST	 	 	 	OMAHA	 	NE	 	 	68134-5706	 
	762
	 	1175 NW 9TH ST	 	 	 	 	 	CORVALLIS	 	OR	 	 	97330-4505	 
	763
	 	CHAMPAIGN TOWN CENTER	 	2002 N PROSPECT	 	 	 	CHAMPAIGN	 	IL	 	 	61822-1230	 
	764
	 	LAKE FOREST CROSSING	 	4180 S LAKE FOREST DR	 	SPACE 420	 	MCKINNEY	 	TX	 	 	75070-0000	 
	766
	 	937 G AVE	 	 	 	 	 	DOUGLAS	 	AZ	 	 	85607-2015	 
	767
	 	KITSAP MALL	 	SPACE K-4	 	PO BOX 2888	 	SILVERDALE	 	WA	 	 	98383-2888	 
	768
	 	ZUNI SAN MATEO SHOPPING	 	5555 ZUNI RD SE	 	SUITE 10	 	ALBUQUERQUE	 	NM	 	 	87108-2942	 
	770
	 	BETHANY TOWNE CENTER	 	6135 N 35TH AVE	 	SUITE 189	 	PHOENIX	 	AZ	 	 	85017-1955	 
	771
	 	WAKE POINTE	 	11216 CAPITAL BLVD	 	SUITE 108	 	WAKE FOREST	 	NC	 	 	27587-4521	 
	773
	 	SOUTH SQUARE SHOPPING CENTER	 	3415 WESTGATE DR	 	SUITE 109	 	DURHAM	 	NC	 	 	27707-2536	 
	775
	 	WOLF CREEK SC	 	10503 SOUTH 15TH ST	 	SUITE 104	 	BELLEVUE	 	NE	 	 	68123-4085	 






18









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2 	 	Store Address 3	 	City	 	State	 	Zip	 
	776
	 	PONY VILLAGE MALL	 	1611 VIRGINIA AVE	 	BOX 512	 	NORTH BEND	 	OR	 	 	97459-2729	 
	777
	 	5334 ROSS AVENUE SUITE 900	 	 	 	 	 	DALLAS	 	TX	 	 	75206-0000	 
	779
	 	9080 OVERLAND PLAZA	 	 	 	 	 	OVERLAND	 	MO	 	 	63114-6122	 
	781
	 	BOONTON SQUARE SC	 	308 WOONTON ST	 	UNIT L	 	BOONTON	 	NJ	 	 	07005-0000	 
	782
	 	321 S MAIN ST	 	 	 	 	 	SAPULPA	 	OK	 	 	74066-4109	 
	783
	 	801 N GILBERT ST	 	 	 	 	 	DANVILLE	 	IL	 	 	61832-3823	 
	785
	 	2011 S GREGG ST	 	 	 	 	 	BIG SPRING	 	TX	 	 	79720-5436	 
	788
	 	WESTWOOD PLAZA	 	12289 W CENTER RD	 	 	 	OMAHA	 	NE	 	 	68144-3931	 
	789
	 	MANSION MALL SHPG CNTR	 	1435 NORTHWESTWOOD	 	 	 	POPLAR BLUFF	 	MO	 	 	63901-3315	 
	792
	 	219 N CANAL ST	 	 	 	 	 	CARLSBAD	 	NM	 	 	88220-5829	 
	793
	 	4102 N KEYSTONE AVE	 	 	 	 	 	INDIANAPOLIS	 	IN	 	 	46205-2843	 
	797
	 	CHARLOTTESVILLE FASHION SQUARE	 	1600 E RIO RD	 	SUITE 1314	 	CHARLOTTESVILLE	 	VA	 	 	22901-1405	 
	800
	 	115 E DORSET DRIVE	 	SUITE E	 	SUITE E	 	DIXON	 	CA	 	 	95620-9243	 
	802
	 	POWERS PEAK CENTER	 	5620 E WOODMEN RD SPACE 10	 	SPACE 8	 	COLORADO SPRINGS	 	CO	 	 	80920-5272	 
	803
	 	PLAZA NORTH	 	1800 FT HARRISON	 	SPACE 10	 	TERRE HAUTE	 	IN	 	 	47804-0000	 
	804
	 	2014 MISSOURI BLVD	 	 	 	 	 	JEFFERSON CITY	 	MO	 	 	65109-4717	 
	805
	 	ADRIAN MALL	 	1357 SOUTH MAIN SPACE D9	 	 	 	ADRIAN	 	MI	 	 	49221-4352	 
	806
	 	SHOPPES AT GRAND PRAIRIE	 	5201 W WAR MEMORIAL DR	 	SPACE 506	 	PEORIA	 	IL	 	 	61615-0000	 
	809
	 	WHITTWOOD TOWN CENTER	 	15604 WHITTWOOD LANE	 	 	 	WHITTIER	 	CA	 	 	90603-2324	 
	811
	 	2705 NE 238 DR	 	SUITE F	 	 	 	WOOD VILLAGE	 	OR	 	 	97060-0000	 
	812
	 	301 GALLATIN RD	 	 	 	 	 	NASHVILLE	 	TN	 	 	37206-3218	 
	814
	 	BASHFORD MANOR MALL	 	3610 MALL RD	 	 	 	LOUISVILLE	 	KY	 	 	40218-5403	 
	815
	 	3640 GREEN MOUNT CROSSING DRIVE	 	SUITE 109	 	 	 	SHILOH	 	IL	 	 	62269-0000	 
	816
	 	1021 WEST UNIVERSITY AVE	 	SUITE 125	 	 	 	GEORGETOWN	 	TX	 	 	78628-0000	 
	817
	 	4028 75TH ST	 	 	 	 	 	KENOSHA	 	WI	 	 	53142-4310	 
	818
	 	2155 S MACARTHUR BLVD	 	 	 	 	 	SPRINGFIELD	 	IL	 	 	62704-4501	 
	821
	 	3928 7TH STREET RD	 	 	 	 	 	SHIVELY	 	KY	 	 	40216-4189	 
	824
	 	227 E MCGALLIARD RD	 	 	 	 	 	MUNCIE	 	IN	 	 	47303-2010	 
	829
	 	MORELAND RIPPLE WATER RETAIL	 	2489 VILLAGE GREEK LANDING SE	 	A	 	ATLANTA	 	GA	 	 	30316-3285	 
	833
	 	1223 W MORTEN	 	 	 	SPACE 6 AND 7	 	JACKSONVILLE	 	IL	 	 	62650-2874	 
	835
	 	907 N ILLINOIS RTE 3	 	 	 	 	 	WATERLOO	 	IL	 	 	62298-1074	 
	836
	 	THE CENTER AT HOBBS BROOK	 	110 CHARLTON ROAD	 	 	 	STURBRIDGE	 	MA	 	 	01566-0000	 
	839
	 	SOUTH PLAZA	 	4052 S PLAZA DR	 	 	 	MEMPHIS	 	TN	 	 	38116-6335	 
	840
	 	WEST POINT CROSSING	 	1183 W IRVINGTON RD	 	SUITE 191	 	TUCSON	 	AZ	 	 	85714-0000	 
	841
	 	GREEN TREE MALL	 	757 E LEWIS AND CLARK EXPRESSWAY	 	SUITE 406	 	CLARKSVILLE	 	IN	 	 	47129-2269	 
	843
	 	AVON COMMONS	 	10423 US E HIGHWAY 36	 	SPACE 12	 	AVON	 	IN	 	 	46123-0000	 






19









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2 	 	Store Address 3	 	City	 	State	 	Zip	 
	845
	 	94 DEMARS BLVD	 	 	 	 	 	TUPPER LAKE	 	NY	 	 	12986-0000	 
	847
	 	3421 N UNIVERSITY ST	 	 	 	 	 	PEORIA	 	IL	 	 	61604-1322	 
	848
	 	WALMART CENTER	 	1280 EIGHTEEN MILE RD	 	SUITE A	 	CENTRAL	 	SC	 	 	29630-8605	 
	849
	 	2500 N DIRKSEN PARKWAY	 	 	 	 	 	SPRINGFIELD	 	IL	 	 	62702-1447	 
	852
	 	SHOPS AT MT AIRY	 	1448 EDGEWOOD DR	 	SPACE 600	 	MOUNT AIRY	 	NC	 	 	27030-5216	 
	854
	 	MARIETTA TRADE CENTER	 	200 COBB PARKWAY S	 	SUITE 440	 	MARIETTA	 	GA	 	 	30060-0000	 
	857
	 	SHERWOOD SHOPPING CENTER	 	1123 E MAIN ST	 	 	 	MESA	 	AZ	 	 	85203-8823	 
	858
	 	3087 VICTORY DR	 	 	 	 	 	COLUMBUS	 	GA	 	 	31903-1827	 
	859
	 	EASTLAND MALL	 	1615 E EMPIRE ST	 	SPACE A6 AND A7	 	BLOOMINGTON	 	IL	 	 	61701-3581	 
	861
	 	60 SHOPS AT 5 WAY	 	SPACE 60	 	SPACE 106	 	PLYMOUTH	 	MA	 	 	02360-0000	 
	862
	 	WALNUT CREEK PLAZA	 	1461 GRAY HWY	 	SUITE 4	 	MACON	 	GA	 	 	31211-1905	 
	864
	 	KING CITY SQUARE	 	425 427 S 42ND ST	 	SUITE 11	 	MOUNT VERNON	 	IL	 	 	62864-2209	 
	865
	 	BELMONT HILLS SHOPPING CENTER	 	2432 ATLANTA RD STE A	 	 	 	SMYRNA	 	GA	 	 	30080-2000	 
	867
	 	CROSSROADS CENTER	 	2060 CORSSROADS BLVD	 	SUITE 115	 	WATERLOO	 	IA	 	 	50702-4423	 
	868
	 	111 N MISSOURI ST	 	 	 	 	 	WEST MEMPHIS	 	AR	 	 	72301-3109	 
	869
	 	4633 AMERICAN WAY	 	 	 	SPACE 2	 	MEMPHIS	 	TN	 	 	38118-8403	 
	870
	 	1314 TURNER MCCALL BLVD	 	 	 	 	 	ROME	 	GA	 	 	30161-6070	 
	871
	 	RIVERGATE MALL	 	1000 RIVERGATE PKWY	 	SPACE 1610	 	GOODLETTSVILLE	 	TN	 	 	37072-0000	 
	872
	 	6751 NORTH CHURCH	 	SUITE B	 	 	 	MULBERRY	 	FL	 	 	33860-2080	 
	875
	 	TYMBERWOOD CENTER	 	4237-A OUTER LOOP	 	 	 	LOUISVILLE	 	KY	 	 	40219-3850	 
	876
	 	TURFWAY CENTER	 	4989 HOUSTON RD	 	 	 	FLORENCE	 	KY	 	 	41042-1365	 
	880
	 	SOUTHGATE SC	 	1827 S 3RD ST	 	 	 	MEMPHIS	 	TN	 	 	38109-7717	 
	881
	 	VINCENNES PLAZA	 	628 NIBLACK BLVD	 	 	 	VINCENNES	 	IN	 	 	47591-3630	 
	886
	 	TWO THOUSAND CENTER	 	2008 S WOOD DR	 	 	 	OKMULGEE	 	OK	 	 	74447-6849	 
	887
	 	29 W FORDHAM RD	 	 	 	 	 	BRONX	 	NY	 	 	10468-0000	 
	888
	 	3074 S 13TH ST	 	 	 	 	 	MILWAUKEE	 	WI	 	 	53215-3826	 
	889
	 	1321 CAMP JACKSON RD	 	 	 	 	 	CAHOKIA	 	IL	 	 	62206-2202	 
	890
	 	ROCKTON SHOPPING CENTER	 	3130 N ROCKTON AVE	 	 	 	ROCKFORD	 	IL	 	 	61103-2837	 
	891
	 	CONWAY COMMONS	 	555 ELSINGER BLVD	 	 	 	CONWAY	 	AR	 	 	72032-4714	 
	892
	 	CASA GRANDE MALL	 	1336 E FLORENCE BLVD	 	 	 	CASA GRANDE	 	AZ	 	 	85222-5302	 
	893
	 	PAGE PLAZA	 	1115 SOUTH SANDERSON AVE	 	BUILDING C	 	HEMET	 	CA	 	 	92545-0000	 
	894
	 	444 N MICHIGAN AVE	 	LOBBY 3	 	 	 	CHICAGO	 	IL	 	 	60611-3983	 
	895
	 	2131 FRAYSER BLVD	 	 	 	 	 	MEMPHIS	 	TN	 	 	38127-5753	 
	897
	 	REGENCY PLAZA	 	2889 BOGEY RD	 	SPACE A-2	 	SAINT CHARLES	 	MO	 	 	63303-3526	 
	899
	 	SEAGOVILLE CENTER	 	344 NORTH HIGHWAY 175	 	 	 	SEAGOVILLE	 	TX	 	 	75159-1839	 
	900
	 	K-MART CENTER	 	1720 N BALTIMORE ST	 	 	 	KIRKSVILLE	 	MO	 	 	63501-2485	 






20









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2 	 	Store Address 3	 	City	 	State	 	Zip	 
	901
	 	4926 CHRISTY BLVD	 	 	 	 	 	SAINT LOUIS	 	MO	 	 	63116-1218	 
	902
	 	NAMEOKI COMMONS SC	 	3499 NAMEOKI RD	 	 	 	GRANITE CITY	 	IL	 	 	62040-3719	 
	904
	 	2170 HARKRIDER ST	 	 	 	SPACE 2	 	CONWAY	 	AR	 	 	72032-2857	 
	905
	 	OCEAN SPRINGS	 	991 E EAU GALLIE BLVD # 9	 	 	 	INDIAN HARBOUR BEACH	 	FL	 	 	32937-4905	 
	907
	 	LANES MILL MARKETPLACE	 	4819 HWY 9	 	SPACE B4B	 	HOWELL	 	NJ	 	 	07731-3749	 
	909
	 	8290 E 96TH ST	 	 	 	 	 	FISHERS	 	IN	 	 	46037-9794	 
	910
	 	1281 E MAGNOLIA	 	UNIT G	 	 	 	FORT COLLINS	 	CO	 	 	80524-4793	 
	911
	 	THE CROSSING	 	128 GARRETT MORRIS PKY	 	 	 	MINERAL WELLS	 	TX	 	 	76067-9612	 
	913
	 	777 SOUTH JEFFERSON	 	 	 	 	 	COOKEVILLE	 	TN	 	 	38501-4071	 
	915
	 	100 BUSINESS LOOP 70 W	 	 	 	 	 	COLUMBIA	 	MO	 	 	65203-3245	 
	916
	 	1516 MILITARY RD	 	 	 	SPACE D	 	BENTON	 	AR	 	 	72015-2915	 
	918
	 	DEER TRACE PLAZA	 	4097 STATE HWY 28	 	 	 	SHEBOYGAN FALLS	 	WI	 	 	53085-2848	 
	920
	 	1100 W 9 MILE RD	 	 	 	 	 	FERNDALE	 	MI	 	 	48220-1220	 
	921
	 	144 B EAST 98TH STREET	 	 	 	 	 	BROOKLYN	 	NY	 	 	11212-3827	 
	923
	 	PO BOX 504461 CK	 	7 GOLD BUILDING PALE ARNOLD RD	 	 	 	SAIPAN	 	MP	 	 	96950-8901	 
	926
	 	40668 US HIGHWAY 19 N	 	 	 	 	 	TARPON SPRINGS	 	FL	 	 	34689-4726	 
	927
	 	SHADY BROOK MALL	 	800 JAMES CAMPBELL BLVD	 	SUITE 14A	 	COLUMBIA	 	TN	 	 	38401-5932	 
	928
	 	4680 BLANDING BLVD	 	 	 	 	 	JACKSONVILLE	 	FL	 	 	32210-7325	 
	933
	 	TERRACE PLAZA	 	8856 TERRACE PLZ	 	 	 	TAMPA	 	FL	 	 	33617-6212	 
	934
	 	BROAD STREET CENTRE	 	1276 NW BROAD ST # 58	 	 	 	MURFREESBORO	 	TN	 	 	37129-1713	 
	938
	 	MEMORIAL HEALTH CARE PLAZA	 	3997 UNIVERSITY BLVD S	 	 	 	JACKSONVILLE	 	FL	 	 	32216-4312	 
	942
	 	OLD HICKORY SQUARE	 	1970 N HIGHLAND AVE	 	 	 	JACKSON	 	TN	 	 	38305-4526	 
	945
	 	K-MART SHPG CNTR	 	303 S DIAMOND BAR BLVD	 	 	 	DIAMOND BAR	 	CA	 	 	91765-1613	 
	947
	 	NEW CUT MARKET CENTER	 	165 OUTER LOOP ROAD	 	SUITE 134	 	LOUISVILLE	 	KY	 	 	40214-5544	 
	948
	 	2305 S JEFFERSON AVE	 	 	 	 	 	MOUNT PLEASANT	 	TX	 	 	75455-6011	 
	949
	 	MERCHANTS COVE SC	 	2112 S MCKENZIE	 	 	 	FOLEY	 	AL	 	 	36535-1753	 
	950
	 	130 ALTAMA CONNECTOR BLVD	 	 	 	 	 	BRUNSWICK	 	GA	 	 	31525-1891	 
	953
	 	101 E END BLVD S	 	 	 	 	 	MARSHALL	 	TX	 	 	75670-5601	 
	955
	 	ST LOUIS MILLS	 	555 ST LOUIS MILLS BLVD	 	 	 	HAZELWOOD	 	MO	 	 	63042-0000	 
	956
	 	1013 E CARL ALBERT PKY	 	 	 	 	 	MCALESTER	 	OK	 	 	74501-5123	 
	958
	 	WARNER ROBINS PLACE	 	2724 WATSON BLVD	 	SPACE L K	 	WARNER ROBINS	 	GA	 	 	31093-8051	 
	959
	 	1700E S BROADWAY	 	 	 	 	 	EDMOND	 	OK	 	 	73013-4050	 
	960
	 	POINT AT NORTHROCK	 	3130 NORTH ROCK ROAD #100	 	 	 	WICHITA	 	KS	 	 	67226-1311	 
	963
	 	BROADWAY CROSSING	 	3213 MAIN ST	 	SUITE 1	 	BRYANT	 	AR	 	 	72022-0000	 
	965
	 	6046 S CEDAR ST	 	 	 	 	 	LANSING	 	MI	 	 	48911-5153	 
	966
	 	PROMENADE AT ALEXANDER PLACE	 	7841 ALEXANDER PLACE	 	SUITE 100	 	RALEIGH	 	NC	 	 	27617-0000	 






21









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2 	 	Store Address 3	 	City	 	State	 	Zip	 
	968
	 	WYOMING VILLAGE	 	1218 28TH ST SW	 	 	 	WYOMING	 	MI	 	 	49509-2702	 
	969
	 	PERIMETER OAKS SHOPPING CENTER	 	3268 INNER PERIMETER RD	 	SUITE A	 	VALDOSTA	 	GA	 	 	31602-1006	 
	972
	 	JORDAN CREEK MALL	 	101 JORDAN CREEK PARKWAY	 	SUITE 11004	 	WEST DES MOINES	 	IA	 	 	50265-8113	 
	973
	 	MC ALPIN SC	 	1900 E VICTORY DR	 	 	 	SAVANNAH	 	GA	 	 	31404-3713	 
	974
	 	DYERSBURG MALL	 	2700 LAKE RD	 	 	 	DYERSBURG	 	TN	 	 	38024-1666	 
	975
	 	WESTGATE SHPG CNTR	 	131 S CENTRAL EXPY	 	 	 	MC KINNEY	 	TX	 	 	75070-3743	 
	976
	 	HERITAGE PLAZA	 	1214 WOODLAWN ROAD	 	P O BOX 20	 	LINCOLN	 	IL	 	 	62656-9746	 
	978
	 	NORTH PARK PLAZA	 	1641 MOUNT HOOD AVE	 	 	 	WOODBURN	 	OR	 	 	97071-9070	 
	979
	 	KMART CENTER	 	2632 W 6TH ST	 	SUITE 4	 	THE DALLES	 	OR	 	 	97058-4168	 
	981
	 	WESTON COMMONS	 	4553 WESTON RD	 	 	 	DAVIE	 	FL	 	 	33331-3140	 
	982
	 	TOWN WEST PLAZA	 	1444 W MOORE AVE	 	 	 	TERRELL	 	TX	 	 	75160-2304	 
	983
	 	2734 W NORTH AVE	 	 	 	 	 	CHICAGO	 	IL	 	 	60647-5247	 
	985
	 	RICHLAND VILLAGE	 	1386 E BELT LINE RD	 	 	 	RICHARDSON	 	TX	 	 	75081-3709	 
	987
	 	WEST JORDAN TOWN CENTER	 	6802 S REDWOOD RD	 	SPACE C1	 	WEST JORDAN	 	UT	 	 	84084-2405	 
	989
	 	GRIFFIN CROSSROADS	 	1575 N EXPRESSWAY	 	 	 	GRIFFIN	 	GA	 	 	30223-1746	 
	990
	 	FAIRVIEW PARK PLAZA	 	1009 W BROADWAY	 	 	 	CENTRALIA	 	IL	 	 	62801-5309	 
	992
	 	THE FOUNTAINS OF MIRAMAR PLAZA	 	2965 SW 160TH AVE	 	SPACE A13	 	MIRAMAR	 	FL	 	 	33023-4212	 
	993
	 	EAST FOREST PLAZA	 	5422 FOREST DR	 	SUITE 102	 	COLUMBIA	 	SC	 	 	29206-5401	 
	994
	 	PARK PLACE PLAZA	 	17631 HALSTED	 	 	 	HOMEWOOD	 	IL	 	 	60430-2011	 
	995
	 	2251 N OAK RD	 	 	 	 	 	PLYMOUTH	 	IN	 	 	46563-3432	 
	1000
	 	220 S STATE ST	 	 	 	 	 	CHICAGO	 	IL	 	 	60604-2001	 
	1001
	 	TURNPIKE CENTER	 	197 S TURNPIKE RD # 199	 	 	 	SANTA BARBARA	 	CA	 	 	93111-2208	 
	1002
	 	PARK MALL	 	5870 E BROADWAY BLVD	 	SPACE 405	 	TUCSON	 	AZ	 	 	85711-3914	 
	1004
	 	GOVERNORS SQUARE	 	2801 WILMA RUDOLPH BLVD	 	SUITE 230	 	CLARKSVILLE	 	TN	 	 	37040-5063	 
	1005
	 	GWINNETT MARKETFAIR	 	3675 SATELLITE BLVD	 	SPACE 500	 	DULUTH	 	GA	 	 	30096-2311	 
	1008
	 	781 W HAMILTON AVE	 	 	 	 	 	CAMPBELL	 	CA	 	 	95008-0402	 
	1011
	 	SANTA ANA DWNTWN PLAZA	 	407 E 1ST ST  STE 2A	 	 	 	SANTA ANA	 	CA	 	 	92701-5340	 
	1014
	 	2601 OAKDALE RD STE A	 	 	 	 	 	MODESTO	 	CA	 	 	95355-2257	 
	1015
	 	VAL VISTA TOWNE CENTER	 	1505 EAST WARNER RD	 	SUITE 103	 	GILBERT	 	AZ	 	 	85296-3150	 
	1016
	 	SUNLAND SC	 	10509 SUNLAND BLVD	 	SPACE M	 	SUNLAND	 	CA	 	 	91040-1907	 
	1019
	 	AVONDALE SC	 	1450 N DYSART RD	 	SPACE A-7 AND A-8	 	AVONDALE	 	AZ	 	 	85323-1533	 
	1024
	 	LINDA MAR SHOPPING CENTER	 	1215 LINDA MAR SHOPPING CENTER	 	 	 	PACIFICA	 	CA	 	 	94044-3347	 
	1025
	 	1604 CHESTNUT ST	 	 	 	 	 	PHILADELPHIA	 	PA	 	 	19103-5119	 
	1030
	 	NEW TOWNE PLAZA	 	44610 FORD RD	 	SPACE A116	 	CANTON	 	MI	 	 	48187-2943	 
	1031
	 	SOUTH COUNTY CENTER	 	43 S COUNTY CENTER WAY	 	 	 	SAINT LOUIS	 	MO	 	 	63129-1006	 
	1032
	 	HOOD COMMONS	 	55 CRYSTAL AVE	 	SPACE 10	 	DERRY	 	NH	 	 	03038-1702	 






22









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2 	 	Store Address 3	 	City	 	State	 	Zip	 
	1033
	 	GLENVILLE TOWNE CENTER	 	10537 ST CLAIR AVE	 	SUITE 108 AB	 	CLEVELAND	 	OH	 	 	44108-1973	 
	1036
	 	TARGET POWER CENTER	 	11321 BANDERA RD	 	 	 	SAN ANTONIO	 	TX	 	 	78250-0000	 
	1037
	 	1316 PRECINCT LINE RD	 	 	 	SPACE 924	 	HURST	 	TX	 	 	76053-3865	 
	1038
	 	THE MALL AT VICTOR VALLEY	 	14440 BEAR VALLEY RD	 	SPACE 441	 	VICTORVILLE	 	CA	 	 	92392-5404	 
	1039
	 	4140 E 22ND ST	 	 	 	 	 	TUCSON	 	AZ	 	 	85711-5335	 
	1043
	 	CROSSROADS MALL	 	6650 S WESTNEDGE AVE	 	SUITE 132	 	PORTAGE	 	MI	 	 	49024-3590	 
	1045
	 	1727 E FOWLER AVE	 	 	 	 	 	TAMPA	 	FL	 	 	33612-5523	 
	1047
	 	RUSHMORE MALL	 	2200 N MAPLE AVE	 	SPACE 508	 	RAPID CITY	 	SD	 	 	57701-7881	 
	1048
	 	ST LUCIE SQUARE	 	10921 SOUTH US HWY 1	 	 	 	PORT SAINT LUCIE	 	FL	 	 	34952-6417	 
	1049
	 	4406 W LOOP 250 N	 	 	 	SPACE E9	 	MIDLAND	 	TX	 	 	79707-3166	 
	1052
	 	SAN DIMAS PLAZA	 	987 W ARROW HWY	 	 	 	SAN DIMAS	 	CA	 	 	91773-2410	 
	1053
	 	SOUTH MALL	 	3300 LEHIGH ST	 	 	 	ALLENTOWN	 	PA	 	 	18103-7041	 
	1057
	 	ELK GROVE VILLAGE S/C	 	8547 ELK GROVE BLVD	 	 	 	ELK GROVE	 	CA	 	 	95624-1774	 
	1058
	 	GRAND CANYON PKWY	 	4205 S GRAND CANYON DRIVE	 	SUITE 4	 	LAS VEGAS	 	NV	 	 	89147-7124	 
	1059
	 	DELAWARE PLAZA	 	180 DELAWARE AVE	 	 	 	DELMAR	 	NY	 	 	12054-1304	 
	1061
	 	MARQUETTE MALL	 	450 SAINT JOHN RD	 	SPACE A-9	 	MICHIGAN CITY	 	IN	 	 	46360-7354	 
	1062
	 	FORD CITY MALL	 	7601 S CICERO AVE	 	SPACE 1498	 	CHICAGO	 	IL	 	 	60652-1574	 
	1064
	 	WESTRIDGE SC	 	3050 MARTIN LUTHER KING BLVD	 	STE E-1	 	ATLANTA	 	GA	 	 	30311-1500	 
	1065
	 	MCKINLEY MALL	 	3701 MCKINLEY PKY	 	SPACE 702	 	BLASDELL	 	NY	 	 	14219-2695	 
	1066
	 	LEON CENTER	 	555 NE 167TH ST	 	 	 	NORTH MIAMI BEACH	 	FL	 	 	33162-3911	 
	1067
	 	CENTRE POINT PLAZA	 	2018 E IRVINGTON RD	 	SPACE B1	 	TUCSON	 	AZ	 	 	85714-1825	 
	1072
	 	WESTERN HILLS PLAZA	 	6180 GLENWAY AVE BLDG F	 	SPACE 825	 	CINCINNATI	 	OH	 	 	45211-6320	 
	1073
	 	215 LINCOLN RD	 	 	 	 	 	MIAMI BEACH	 	FL	 	 	33139-3116	 
	1074
	 	65 E FLAGLER ST	 	SPACE 2	 	 	 	MIAMI	 	FL	 	 	33131-1003	 
	1076
	 	10101 MABLEVALE PLAZA DRIVE	 	5	 	SPACE A	 	LITTLE ROCK	 	AR	 	 	72209-4959	 
	1077
	 	CARROLLTON SC	 	1305 S PARK ST	 	 	 	CARROLLTON	 	GA	 	 	30117-4433	 
	1078
	 	WESTRIDGE SC	 	1029 W PATRICK ST	 	SPACE C3-4	 	FREDERICK	 	MD	 	 	21702-3903	 
	1079
	 	CLIFTON PARK CENTER	 	820 CLIFTON PARK CENTER	 	SPACE 94	 	CLIFTON PARK	 	NY	 	 	12065-3908	 
	1080
	 	212 N MICHIGAN AVE	 	 	 	 	 	CHICAGO	 	IL	 	 	60601-5906	 
	1082
	 	CRENSHAW PLAZA	 	3232 W SLAUSON AVE	 	SPACE 1	 	LOS ANGELES	 	CA	 	 	90043-2564	 
	1083
	 	GARDEN GROVE PAVILION	 	12055 BROOKHURST ST	 	 	 	GARDEN GROVE	 	CA	 	 	92840-2814	 
	1084
	 	SOUTHBRIDGE CROSSING	 	8073 OLD CARRIAGE COURT N	 	 	 	SHAKOPEE	 	MN	 	 	55379-0000	 
	1085
	 	MODEL T PLAZA	 	14132 WOODWARD AVE	 	 	 	HIGHLAND PARK	 	MI	 	 	48203-2995	 
	1086
	 	MANOR S/C	 	1272 MILLERSVILLE PIKE	 	 	 	LANCASTER	 	PA	 	 	17603-6656	 
	1089
	 	SOUTHGATE PLAZA	 	1052 UNION RD	 	 	 	WEST SENECA	 	NY	 	 	14224-3449	 
	1091
	 	TRANCAS JEFFERSON CENTER	 	1303 TRANCAS ST	 	 	 	NAPA	 	CA	 	 	94558-2911	 






23









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2 	 	Store Address 3	 	City	 	State	 	Zip	 
	1093
	 	MAPLE GROVE CROSSINGS	 	8056 WEDGEWOOD LANE NORTH	 	 	 	MAPLE GROVE	 	MN	 	 	55369-9406	 
	1096
	 	BLOOMINGDALE SQUARE	 	933 E BLOOMINGDALE AVE # 935	 	SPACE 201 AND 203	 	BRANDON	 	FL	 	 	33511-8118	 
	1097
	 	HIGHLAND LAKES SHOPPING CENTER	 	7457 W COLONIAL DR # 269	 	SPACE 14	 	ORLANDO	 	FL	 	 	32818-6508	 
	1101
	 	MEADOWS SQUARE	 	4701 N CONGRESS AVE	 	 	 	BOYNTON BEACH	 	FL	 	 	33426-7908	 
	1102
	 	THE CROSSING	 	1001 N BECKLEY RD	 	SPACE 430C	 	DESOTO	 	TX	 	 	75115-4261	 
	1104
	 	BELMONT SHOPPING CENTER	 	2010 E 8 MILE RD	 	 	 	DETROIT	 	MI	 	 	48234-1000	 
	1107
	 	HUDSON MALL	 	ROUTE 440	 	SPACE 63	 	JERSEY CITY	 	NJ	 	 	07305-0000	 
	1109
	 	LOS CERRITOS CENTER	 	108 LOS CERRITOS MALL	 	 	 	CERRITOS	 	CA	 	 	90703-5421	 
	1110
	 	THE MALL AT ROBINSON TOWNSHIP	 	100 ROBINSON CENTER DR	 	SUITE 1370	 	PITTSBURGH	 	PA	 	 	15205-0000	 
	1113
	 	WESTRIDGE COURT	 	256 S RT 59	 	SPACE 128	 	NAPERVILLE	 	IL	 	 	60540-0915	 
	1114
	 	1831 MARTIN LUTHER KING JR BLVD	 	 	 	 	 	GREENVILLE	 	MS	 	 	38701-7801	 
	1115
	 	FAIRFAX CIRCLE PLAZA	 	9508 ARLINGTON BLVD	 	 	 	FAIRFAX	 	VA	 	 	22031-4702	 
	1117
	 	505 BROADWAY # 507	 	 	 	 	 	BAYONNE	 	NJ	 	 	07002-3713	 
	1119
	 	ACADEMY PLACE	 	5120 N ACADEMY BLVD	 	 	 	COLORADO SPRINGS	 	CO	 	 	80918-4002	 
	1121
	 	TARGET CENTER	 	9011 GARFIELD AVE	 	 	 	SOUTH GATE	 	CA	 	 	90280-3801	 
	1124
	 	FIVE POINT SC	 	4101 US HIGHWAY 77	 	SPACE B-1	 	CORPUS CHRISTI	 	TX	 	 	78410-4542	 
	1125
	 	PROMENADE SC	 	1220 AIRLINE RD	 	SPACE 135	 	CORPUS CHRISTI	 	TX	 	 	78412-3473	 
	1127
	 	HAMILTON MALL	 	4403 BLACK HORSE PIKE	 	SPACE 134	 	MAYS LANDING	 	NJ	 	 	08330-3114	 
	1133
	 	CIELO VISTA MALL	 	8401 GATEWAY BLVD W	 	SPACE M-1	 	EL PASO	 	TX	 	 	79925-5600	 
	1134
	 	JOURNAL SQUARE	 	2843 2845 KENNEDY BLVD	 	 	 	JERSEY CITY	 	NJ	 	 	07306-3902	 
	1135
	 	WESTWOOD MALL	 	3020 US HIGHWAY 41 W	 	SPACE 4	 	MARQUETTE	 	MI	 	 	49855-2273	 
	1136
	 	DELTA PLAZA SHOPPING CENTER	 	301 N LINCOLN RD STE 5	 	SPACE 5	 	ESCANABA	 	MI	 	 	49829-1387	 
	1139
	 	5540 FRANKLIN BLVD	 	 	 	 	 	SACRAMENTO	 	CA	 	 	95820-4742	 
	1140
	 	NORTH LAKE SQUARE	 	1245 N LAKE AVE	 	 	 	PASADENA	 	CA	 	 	91104-2855	 
	1141
	 	GOTHAM PLAZA	 	163 E 125TH ST	 	 	 	NEW YORK	 	NY	 	 	10035-1748	 
	1143
	 	NORTHGATE MALL	 	5015 NORTHGATE MALL	 	SPACE B-72	 	SAN RAFAEL	 	CA	 	 	94903-3649	 
	1144
	 	SOUTHLAND MALL	 	339 SOUTHLAND MALL	 	SUITE 80	 	HAYWARD	 	CA	 	 	94545-2131	 
	1148
	 	CENTRAL MALL	 	2259 S 9TH ST	 	SPACE 16	 	SALINA	 	KS	 	 	67401-7313	 
	1149
	 	311 W LEXINGTON ST # 13	 	 	 	 	 	BALTIMORE	 	MD	 	 	21201-3414	 
	1151
	 	SPRING HILL MALL	 	1306 SPRING HILL MALL	 	SPACE 1306	 	WEST DUNDEE	 	IL	 	 	60118-1262	 
	1152
	 	TOWN WEST SHOPPING CENTER	 	2505 W KINGS HIGHWAY	 	 	 	PARAGOULD	 	AR	 	 	72450-3921	 
	1153
	 	7877 FLORENCE AVE	 	 	 	 	 	DOWNEY	 	CA	 	 	90240-3774	 
	1155
	 	FRANCIS SCOTT KEY MALL	 	5500 BUCKEYSTOWN PIKE	 	SPACE 840	 	FREDERICK	 	MD	 	 	21703-8331	 
	1156
	 	THREE RIVERS MALL	 	351 THREE RIVERS DR	 	SPACE 245	 	KELSO	 	WA	 	 	98626-3129	 
	1158
	 	FLORENCE MALL	 	1174 FLORENCE MALL	 	 	 	FLORENCE	 	KY	 	 	41042-1445	 
	1159
	 	SUPER WALMART PLAZA	 	3815 DEVONSHIRE AVE NE	 	SPACE 135	 	SALEM	 	OR	 	 	97305-1381	 






24









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2 	 	Store Address 3	 	City	 	State	 	Zip	 
	1161
	 	CRANBERRY MALL	 	400 N CENTER ST	 	SPACE 169	 	WESTMINSTER	 	MD	 	 	21157-5193	 
	1164
	 	RIDGMAR MALL	 	1822 GREEN OAKS RD	 	SPACE N-9	 	FORT WORTH	 	TX	 	 	76116-1702	 
	1165
	 	WESTCHESTER S/C	 	8681 SW 24TH ST	 	 	 	MIAMI	 	FL	 	 	33155-2337	 
	1166
	 	1317 N MAIN ST	 	 	 	SPACE A-1	 	SUMMERVILLE	 	SC	 	 	29483-7342	 
	1168
	 	CHINO TOWN CENTER	 	5533 PHILADELPHIA ST	 	SPACE 5	 	CHINO	 	CA	 	 	91710-7538	 
	1169
	 	ATLANTIC TERMINAL	 	139 FLATBUSH AVE	 	 	 	BROOKLYN	 	NY	 	 	11217-1403	 
	1172
	 	THE SUGARLAND TARGET CENTER	 	16312 SOUTHWEST FREEWAY	 	SPACE F	 	SUGAR LAND	 	TX	 	 	77479-0000	 
	1173
	 	ROSEVILLE CENTER	 	1921 DOUGLAS BLVD	 	SUITE 107	 	ROSEVILLE	 	CA	 	 	95661-3817	 
	1176
	 	HEGENBERGER COMMERCIAL CENTER	 	8460 EDGEWATER DR	 	SUITE C	 	OAKLAND	 	CA	 	 	94621-0000	 
	1177
	 	SOUTHWEST PLAZA	 	8501 W BOWLES AVE	 	SPACE 2-B-255	 	LITTLETON	 	CO	 	 	80123-9502	 
	1179
	 	6161 RIDGE AVE	 	 	 	 	 	PHILADELPHIA	 	PA	 	 	19128-2627	 
	1180
	 	SIERRA TOWN CETNER	 	6815 SIERRA CENTER PKWY	 	SUITE 100	 	RENO	 	NV	 	 	89511-0000	 
	1182
	 	MARKET AT UVALDE SC	 	13502 EAST FWY	 	 	 	HOUSTON	 	TX	 	 	77015-5918	 
	1185
	 	FRY ROAD CROSSING	 	1741 N FRY RD	 	 	 	KATY	 	TX	 	 	77449-3347	 
	1187
	 	1800 S ASHLAND AVE	 	 	 	 	 	CHICAGO	 	IL	 	 	60608-2806	 
	1189
	 	1291ER POINT PLAZA	 	804 W STREET RD	 	 	 	WARMINSTER	 	PA	 	 	18974-3125	 
	1190
	 	GEORGIA SQUARE	 	3700 ATLANTA HWY	 	SPACE 125	 	ATHENS	 	GA	 	 	30606-7201	 
	1191
	 	STONECREST MALL	 	2929 TURNER HILL RD	 	SUITE 1020	 	LITHONIA	 	GA	 	 	30038-2527	 
	1193
	 	IRVING MALL	 	3723 IRVING MALL	 	SPACE F-5A	 	IRVING	 	TX	 	 	75062-5157	 
	1194
	 	3518 BERGENLINE AVE # 3520	 	 	 	 	 	UNION CITY	 	NJ	 	 	07087-4751	 
	1195
	 	330 S SALINA ST	 	 	 	 	 	SYRACUSE	 	NY	 	 	13202-1602	 
	1196
	 	TOWN SQUARE MALL	 	5000 FREDERICA ST	 	SPACE F-8	 	OWENSBORO	 	KY	 	 	42301-7424	 
	1197
	 	GREENRIDGE PLAZA	 	1618 NAY AUG AVE	 	 	 	SCRANTON	 	PA	 	 	18509-1868	 
	1199
	 	3601 RIVERS AVE	 	 	 	 	 	CHARLESTON	 	SC	 	 	29405-7038	 
	1200
	 	301 N HIGHWAY 190 STE A2	 	 	 	SPACE A-2	 	COVINGTON	 	LA	 	 	70433-5057	 
	1201
	 	EDGEWATER PLAZA	 	2600 BEACH BLVD	 	SUITE 61	 	BILOXI	 	MS	 	 	39531-4601	 
	1202
	 	COASTAL WAY SHOPPING CENTER	 	13107 CORTEZ BLVD	 	 	 	BROOKSVILLE	 	FL	 	 	34613-4802	 
	1203
	 	WESTGATE SC	 	8847 VETERANS BLVD	 	SPACE 9	 	METAIRIE	 	LA	 	 	70003-5268	 
	1204
	 	509 S GLOSTER	 	 	 	 	 	TUPELO	 	MS	 	 	38801-5527	 
	1206
	 	SHOPS AT CLERMONT	 	2670 E HIGHWAY 50 BAYS 3 AND F	 	 	 	CLERMONT	 	FL	 	 	34711-3184	 
	1207
	 	MAGNOLIA PLAZA	 	50 HWY 79 BYPASS NORTH	 	PO BOX 296	 	MAGNOLIA	 	AR	 	 	71754-0000	 
	1208
	 	BELLE TERRE SHOPPING CENTER	 	1800 W AIRLINE HWY	 	SUITE C	 	LA PLACE	 	LA	 	 	70068-3335	 
	1209
	 	610 N CANAL BLVD	 	SUITE 2	 	 	 	THIBODAUX	 	LA	 	 	70301-6491	 
	1210
	 	YUBA CITY MARKETPLACE	 	1070 HARTER RD	 	SUITE 101	 	YUBA CITY	 	CA	 	 	95993-0000	 
	1211
	 	CORAL SKY PLAZA	 	510 SR #7	 	BAY 6	 	ROYAL PALM BEACH	 	FL	 	 	33411-0000	 
	1212
	 	NEW SMYRNA BEACH REGIONAL S/C	 	1996 HWY 44	 	 	 	NEW SMYRNA BEACH	 	FL	 	 	32168-8349	 







25











 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	1213
	 	DESERT PALMS POWER CENTRE	 	3833 E THOMAS RD	 	 	 	PHOENIX	 	AZ	 	 	85018-7511	 
	1214
	 	MANHATTAN POWER CENTER	 	1451 A MANHATTAN BLVD	 	 	 	HARVEY	 	LA	 	 	70058-0000	 
	1215
	 	JASPER PLAZA	 	820 W GIBSON ST	 	 	 	JASPER	 	TX	 	 	75951-0000	 
	1216
	 	TWIN CITY SHPG CNTR	 	824 N SEBASTIAN	 	 	 	WEST HELENA	 	AR	 	 	72390-1821	 
	1217
	 	LOOP SC	 	1971 GOVERNMENT ST	 	 	 	MOBILE	 	AL	 	 	36606-1628	 
	1218
	 	SOUTHGATE PLAZA	 	510 N NAVY BLVD	 	 	 	PENSACOLA	 	FL	 	 	32507-2080	 
	1219
	 	SHOPS AT WEST	 	760 ACADEMY DRIVE	 	SUITE 100	 	BESSEMER	 	AL	 	 	35022-5200	 
	1220
	 	MISSION LAKES SC	 	5516 S STATE RD 7	 	SUITE 134	 	LAKE WORTH	 	FL	 	 	33467-0000	 
	1221
	 	108 UTICA STREET	 	 	 	 	 	HAMILTON	 	NY	 	 	13346-2009	 
	1224
	 	RICHMOND RANCH SC	 	220 RICHMOND RANCH RD	 	SPACE 2	 	TEXARKANA	 	TX	 	 	75503-3838	 
	1226
	 	BABY SUPERSTORE PLAZA	 	7554 W COMMERCIAL BLVD	 	 	 	LAUDERHILL	 	FL	 	 	33319-2132	 
	1227
	 	3826 GENERAL DEGAULLE	 	 	 	 	 	NEW ORLEANS	 	LA	 	 	70114-8208	 
	1228
	 	KMART SHOPPING CENTER	 	8229 N FLORIDA AVE	 	 	 	TAMPA	 	FL	 	 	33604-3003	 
	1230
	 	WEST TOWN CORNERS	 	280 S SR 434	 	SUITE 1043	 	ALTAMONTE SPRINGS	 	FL	 	 	32714-3859	 
	1231
	 	THE PLAZA AT CEDAR HILL	 	352 NORTH HIGHWAY 67	 	SUITE 352 A	 	CEDAR HILL	 	TX	 	 	75106-0000	 
	1233
	 	NORTH PARK PLAZA	 	5852 EASTEX FREEWAY	 	 	 	BEAUMONT	 	TX	 	 	77708-4824	 
	1234
	 	SHOPS AT AUBURNDALE	 	2052 HWY 92 WEST	 	 	 	AUBURNDALE	 	FL	 	 	33823-0000	 
	1235
	 	PLAZA AT POST FALLS	 	710 CECIL RD	 	 	104 	 POST FALLS	 	ID	 	 	83854-0000	 
	1236
	 	CROSSROADS PLAZA SC	 	50 ROUTE 17K	 	SUITE 119	 	NEWBURGH	 	NY	 	 	12550-0000	 
	1237
	 	KMART SHOPPING CENTER	 	3062 STATE ROUTE 35	 	SPACE 19	 	HAZLET	 	NJ	 	 	07730-1505	 
	1241
	 	INDIAN RIVER SHOPPING CENTER	 	3661 SANGANI BLVD	 	A-F	 	DIBERVILLE	 	MS	 	 	39540-8779	 
	1242
	 	UNIVERSITY MALL	 	1122 N UNIVERSITY DR # 0	 	 	 	NACOGDOCHES	 	TX	 	 	75961-4264	 
	1243
	 	EAST GATE SHOPPING CENTER	 	2329 E HILLSBOROUGH AVE	 	 	 	TAMPA	 	FL	 	 	33610-4404	 
	1244
	 	SEMINOLE MARKETPLACE	 	1389 WP BALL BLVD	 	 	 	SANFORD	 	FL	 	 	32771-7205	 
	1245
	 	CORAL RIDGE MALL	 	3200 N FEDERAL HWY	 	SPACE 152	 	FORT LAUDERDALE	 	FL	 	 	33306-1062	 
	1246
	 	9256 PARKWAY EAST	 	SUITE A	 	SUITE B	 	BIRMINGHAM	 	AL	 	 	35206-1509	 
	1247
	 	FT MYERS SHOPPING CENTER	 	4155 PALM BEACH BLVD	 	 	 	FORT MYERS	 	FL	 	 	33916-3410	 
	1249
	 	LAUDERHILL MALL	 	1429 N W 40TH AVENUE	 	 	 	FORT LAUDERDALE	 	FL	 	 	33313-5805	 
	1250
	 	WESTSIDE SOUTH SC	 	62-B WEST BANKS EXPRESSWAY	 	 	 	GRETNA	 	LA	 	 	70053-3654	 
	1251
	 	PINETREE VILLAGE	 	2243 HIGHWAY 15 N	 	 	 	LAUREL	 	MS	 	 	39440-1834	 
	1253
	 	YAZOOVILLE SHPG CNTR	 	1216 JERRY CLOWER BLVD	 	 	 	YAZOO CITY	 	MS	 	 	39194-3077	 
	1256
	 	PATRIOT VILLAGE	 	1256 E BRANDON BLVD	 	SUITE H	 	BRANDON	 	FL	 	 	33511-5529	 
	1259
	 	COLONIAL MALL	 	1801 BELTLINE ROAD SOUTHWEST	 	SPACE C5	 	DECATUR	 	AL	 	 	35601-0000	 
	1262
	 	PARK CENTRAL CROSSING	 	8555 MEMORIAL BLVD	 	SP 400	 	PORT ARTHUR	 	TX	 	 	77640-0000	 
	1265
	 	TOWN AND COUNTRY SC	 	205 HWY 19 SOUTH	 	 	 	PALATKA	 	FL	 	 	32177-3937	 
	1266
	 	BISCAYNE SHOPPING PLAZA	 	8040 NE 5TH AVE	 	 	 	MIAMI	 	FL	 	 	33138-4510	 






26









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	1267
	 	681 E OAKLAND PARK BLVD	 	 	 	 	 	FORT LAUDERDALE	 	FL	 	 	33334-2745	 
	1268
	 	18299 NW 27TH AVE	 	 	 	 	 	CAROL CITY	 	FL	 	 	33056-3510	 
	1269
	 	NORTHSIDE SC	 	7900 NW 27TH AVE	 	 	 	MIAMI	 	FL	 	 	33147-4902	 
	1270
	 	QUINCY COMMONS	 	1954 PAT THOMAS PKWY	 	 	 	QUINCY	 	FL	 	 	32351-0000	 
	1271
	 	3980 S MILITARY TRL	 	 	 	 	 	LAKE WORTH	 	FL	 	 	33463-3434	 
	1273
	 	700 E MERRITT ISLAND CSWY	 	 	 	SPACE 7	 	MERRITT ISLAND	 	FL	 	 	32952-3553	 
	1275
	 	KMART SC	 	9170 MANSFIELD RD	 	 	 	SHREVEPORT	 	LA	 	 	71118-3123	 
	1277
	 	ELMWOOD VILLAGE	 	1200 S CLEARVIEW PKY	 	SUITE 1314	 	NEW ORLEANS	 	LA	 	 	70123-2300	 
	1280
	 	820 1ST ST	 	 	 	 	 	BRADENTON	 	FL	 	 	34208-2556	 
	1281
	 	EAST SIDE PLAZA	 	949 A GRAND CAILLOU RD	 	SUITE 3	 	HOUMA	 	LA	 	 	70363-5705	 
	1283
	 	BIG LAKE SHOPPING CENTER	 	946 S MAIN	 	 	 	BELLE GLADE	 	FL	 	 	33430-4226	 
	1284
	 	RIVERFRONT PLAZA	 	2657 N ELSTON	 	 	 	CHICAGO	 	IL	 	 	60647-2018	 
	1285
	 	UNIVERSITY MALL	 	1701 MCFARLAND BLVD E	 	SUITE 106	 	TUSCALOOSA	 	AL	 	 	35404-5827	 
	1288
	 	HIGHLAND SQUARE	 	1130 DUNN AVE	 	 	 	JACKSONVILLE	 	FL	 	 	32218-4832	 
	1289
	 	CENTRAL PLAZA S/C	 	3251 CENTRAL AVE	 	 	 	SAINT PETERSBURG	 	FL	 	 	33713-8520	 
	1291
	 	ORANGE PARK MALL	 	1910 WELLS RD	 	SPACE E-15	 	ORANGE PARK	 	FL	 	 	32073-6771	 
	1296
	 	33497 S DIXIE HWY	 	 	 	 	 	FLORIDA CITY	 	FL	 	 	33034-0000	 
	1297
	 	MALL OF AMERICAS	 	7833 W FLAGLER ST	 	SUITE 51	 	MIAMI	 	FL	 	 	33144-2303	 
	1299
	 	NORTH PARK MALL	 	1200 E COUNTY LINE RD	 	SUITE 140 SPACE E8	 	RIDGELAND	 	MS	 	 	39157-0000	 
	1300
	 	BROADWAY SHPG CNTR	 	231 W 81ST AVE	 	 	 	MERRILLVILLE	 	IN	 	 	46410-5452	 
	1302
	 	WEST CENTURY SC	 	5029 W MAIN ST	 	 	 	KALAMAZOO	 	MI	 	 	49009-1004	 
	1303
	 	MAGIC CITY SHPG CNTR	 	189 WOOSTER RD N	 	 	 	BARBERTON	 	OH	 	 	44203-2558	 
	1304
	 	MONDAWMIN MALL	 	2301 LIBERTY HEIGHTS AVE	 	 	 	BALTIMORE	 	MD	 	 	21215-8019	 
	1306
	 	HARRISBURG-WAYSIDE SC	 	6828 HARRISBURG BLVD	 	 	 	HOUSTON	 	TX	 	 	77011-4626	 
	1307
	 	ST JOHN’S PLAZA	 	3233 GARDEN ST	 	 	 	TITUSVILLE	 	FL	 	 	32796-3004	 
	1308
	 	WHITE LANE PLAZA	 	2200 WHITE LANE	 	 	 	BAKERSFIELD	 	CA	 	 	93304-4678	 
	1309
	 	UNIVERSITY MALL	 	1237 E MAIN ST	 	SUITE A 37	 	CARBONDALE	 	IL	 	 	62901-3114	 
	1311
	 	EVERETT MALL	 	1402 SE EVERETT MALL WAY	 	SPACE 154	 	EVERETT	 	WA	 	 	98208-2857	 
	1312
	 	TARGET CENTER	 	1050-G FORDING ISLAND RD	 	 	 	BLUFFTON	 	SC	 	 	29910-0000	 
	1313
	 	141 E FLAGLER ST	 	 	 	 	 	MIAMI	 	FL	 	 	33131-1101	 
	1316
	 	489 HIALEAH DR # 1	 	 	 	 	 	HIALEAH	 	FL	 	 	33010-5320	 
	1317
	 	HALLWOOD PLAZA	 	4913 CLIO RD	 	 	 	FLINT	 	MI	 	 	48504-1886	 
	1318
	 	TWIN PEAKS MALL	 	1250 S HOVER RD	 	BLDG 1 SUITE 103	 	LONGMONT	 	CO	 	 	80501-7939	 
	1321
	 	TOWNE MALL	 	1704 N DIXIE HWY	 	SPACE A-4	 	ELIZABETHTOWN	 	KY	 	 	42701-9449	 
	1323
	 	UNIVERSITY MALL	 	575 E UNIVERSITY MALL	 	SUITE J170	 	OREM	 	UT	 	 	84097-8225	 
	1324
	 	4600 SUMMER AVE	 	 	 	 	 	MEMPHIS	 	TN	 	 	38122-4136	 






27









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	1325
	 	806 H ST NE	 	 	 	 	 	WASHINGTON	 	DC	 	 	20002-3629	 
	1328
	 	CAMDEN CENTER	 	2778 MOUNT EPHRAIM AVE	 	 	 	CAMDEN	 	NJ	 	 	08104-3212	 
	1329
	 	SANTA FE PLACE	 	4250 CERRILLOS RD SPACE 144	 	PO BOX 29601	 	SANTA FE	 	NM	 	 	87592-4697	 
	1330
	 	DUMAS CENTER	 	2025 S DUMAS AVE	 	SUITE 100	 	DUMAS	 	TX	 	 	79029-6101	 
	1331
	 	LINWOOD S/C	 	3118 PROSPECT AVE	 	 	 	KANSAS CITY	 	MO	 	 	64128-1559	 
	1332
	 	FT HENRY MALL	 	2101 FORT HENRY DR	 	SPACE 55	 	KINGSPORT	 	TN	 	 	37664-3659	 
	1333
	 	FAIRGROUNDS SQUARE	 	3050 N 5TH ST	 	SPACE 66	 	READING	 	PA	 	 	19605-2473	 
	1334
	 	SOUTHERN SC	 	7525 TIDEWATER DR	 	SPACE 11	 	NORFOLK	 	VA	 	 	23505-3700	 
	1338
	 	CERMAK COURT	 	2537 W CERMAK RD	 	 	 	CHICAGO	 	IL	 	 	60608-3719	 
	1339
	 	RIVERSIDE SQUARE	 	3145 S ASHLAND AVE	 	SPACE 121	 	CHICAGO	 	IL	 	 	60608-6248	 
	1342
	 	SUNNYMEADE VILLAGE	 	24525 ALESSANDRO BLVD	 	SPACE A	 	MORENO VALLEY	 	CA	 	 	92553-3917	 
	1344
	 	GREENBRIER MALL	 	1401 GREENBRIER PKY	 	SPACE 2000	 	CHESAPEAKE	 	VA	 	 	23320-2830	 
	1345
	 	OLD RANCH TOWN CENTER	 	12410 SEAL BEACH BLVD	 	STE A	 	SEAL BEACH	 	CA	 	 	90740-2788	 
	1346
	 	GREENWOOD MALL	 	2625 SCOTTVILLE RD	 	SPACE 518	 	BOWLING GREEN	 	KY	 	 	42104-4477	 
	1347
	 	642 RACE ST	 	 	 	 	 	CINCINNATI	 	OH	 	 	45202-2323	 
	1348
	 	HILLTOP CENTER	 	1611 HILLTOP DR STE A	 	 	 	REDDING	 	CA	 	 	96002-0254	 
	1349
	 	EUCLID-SUPERIOR CENTER	 	13519 EUCLID AVE	 	 	 	CLEVELAND	 	OH	 	 	44112-4205	 
	1360
	 	CITRUS VILLAGE	 	2310 CALIFORNIA AVE	 	SUITE 102	 	CORONA	 	CA	 	 	92881-6622	 
	1361
	 	ALTON SQUARE	 	106 ALTON SQ	 	SPACE 106	 	ALTON	 	IL	 	 	62002-5917	 
	1362
	 	87TH AND COTTAGE GROVE	 	8552 S COTTAGE GROVE	 	 	 	CHICAGO	 	IL	 	 	60619-0000	 
	1363
	 	4225 S LOOP 289	 	 	 	 	 	LUBBOCK	 	TX	 	 	79423-1100	 
	1364
	 	3122 LAMAR AVE	 	 	 	 	 	MEMPHIS	 	TN	 	 	38114-6406	 
	1366
	 	LANCE S/C	 	435 S SR 7	 	BAY 1/2/2/4	 	HOLLYWOOD	 	FL	 	 	33023-6747	 
	1367
	 	CATALINA PLAZA	 	3658 W 3RD ST	 	 	 	LOS ANGELES	 	CA	 	 	90020-2043	 
	1368
	 	GRAND PLAZA	 	3300 E I-40 HWY	 	SPACE C	 	AMARILLO	 	TX	 	 	79103-4831	 
	1369
	 	1417 MERRITT BLVD	 	 	 	 	 	BALTIMORE	 	MD	 	 	21222-2111	 
	1372
	 	WAL MART CENTER	 	8162 TALBERT AVE UNIT 104	 	 	 	HUNTINGTON BEACH	 	CA	 	 	92648-2987	 
	1373
	 	MIRA MESA SC WEST	 	8155 MIRA MESA BLVD	 	SUITE 9	 	SAN DIEGO	 	CA	 	 	92126-2635	 
	1374
	 	FRY’S PLAZA	 	3944 E GRANT RD	 	 	 	TUCSON	 	AZ	 	 	85712-2559	 
	1376
	 	CROSSROADS SHOPPING CENTER	 	2441 CLARIBEL RD	 	SUITE A	 	RIVERBANK	 	CA	 	 	95367-0000	 
	1377
	 	CROSSROADS TOWNE CENTER	 	3855 S GILBERT RD	 	SUITE 102	 	GILBERT	 	AZ	 	 	85297-0000	 
	1378
	 	19100 LIVERNOIS AVE	 	 	 	 	 	DETROIT	 	MI	 	 	48221-1716	 
	1379
	 	KEMAH CENTER	 	153 FM 518 SUITE A	 	 	 	KEMAH	 	TX	 	 	77565-0000	 
	1380
	 	QUARTERMASTER PLAZA SC	 	2240 OREGON AVE H3	 	 	 	PHILADELPHIA	 	PA	 	 	19145-4121	 
	1382
	 	PECANLAND MALL	 	4700 MILLHAVEN RD	 	SUITE 1412	 	MONROE	 	LA	 	 	71203-7032	 
	1383
	 	BERKSHIRE MALL	 	1665 STATE HILL ROAD	 	SPACE B-4	 	READING	 	PA	 	 	19610-1900	 






28









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	1384
	 	BERLIN CIRCLE PLAZA	 	116 WALKER AVE	 	SPACE 14	 	WEST BERLIN	 	NJ	 	 	08091-1424	 
	1385
	 	VINEYARD PLAZA	 	3964 VINEYARD DR	 	 	 	DUNKIRK	 	NY	 	 	14048-3522	 
	1386
	 	9301 CULLEN BLVD	 	 	 	 	 	HOUSTON	 	TX	 	 	77051-3318	 
	1388
	 	FOUNTAIN SQUARE	 	350 E BELL ROAD 14.15	 	SUITE 14	 	PHOENIX	 	AZ	 	 	85022-6311	 
	1389
	 	THE ESPLANADE	 	1401 W ESPLANADE AVE	 	SPACE L-2	 	KENNER	 	LA	 	 	70065-2845	 
	1391
	 	EL DORADO MARKETPLACE	 	102 W EL DORADO BLVD	 	STE A	 	FRIENDSWOOD	 	TX	 	 	77546-6500	 
	1392
	 	VILLAGE AT NARANJA LAKES	 	27381 S DIXIE HWY	 	 	 	HOMESTEAD	 	FL	 	 	33032-8210	 
	1393
	 	NORTHSIDE MARKETPLACE	 	2277 GALLATIN PIKE N	 	 	 	MADISON	 	TN	 	 	37115-2018	 
	1394
	 	TEMPLE MALL	 	3111 S 31ST ST	 	SPACE 3113	 	TEMPLE	 	TX	 	 	76502-1956	 
	1396
	 	MALL DEL NORTE	 	5300 SAN DARIO AVE	 	SUITE 206	 	LAREDO	 	TX	 	 	78041-3002	 
	1397
	 	SOONER FASHION MALL	 	3303 W MAIN ST # 3307	 	SPACE 3219	 	NORMAN	 	OK	 	 	73072-4806	 
	1399
	 	SHERWOOD SHOPPING PLAZA	 	7126 EASTERN AVE	 	 	 	BELL GARDENS	 	CA	 	 	90201-3906	 
	1400
	 	GALLERIA AT SOUTH BAY	 	1815 HAWTHORNE BLVD	 	SPACE #198	 	REDONDO BEACH	 	CA	 	 	90278-3424	 
	1406
	 	SUMMITWOOD CROSSING	 	1734 NW CHIPMAN RD	 	SPACE S	 	LEES SUMMIT	 	MO	 	 	64081-2447	 
	1409
	 	SEMINOLE CENTER	 	3715 S ORLANDO DR	 	SUITE 100	 	SANFORD	 	FL	 	 	32773-6189	 
	1412
	 	THE BOUQUET CENTER	 	26574 BOUQUET CANYON RD	 	 	 	SAUGUS	 	CA	 	 	91350-2353	 
	1413
	 	GERMANTOWN PKWY	 	465 N GERMANTOWN PARKWAY	 	SUITE 112	 	CORDOVA	 	TN	 	 	38018-6209	 
	1415
	 	GATEWAY MALL	 	5156 NORWOOD AVE	 	SUITE 1A	 	JACKSONVILLE	 	FL	 	 	32208-5003	 
	1417
	 	7900 S COTTAGE GROVE AVE	 	 	 	 	 	CHICAGO	 	IL	 	 	60619-3911	 
	1419
	 	ROGUE VALLEY MALL	 	1600 N RIVERSIDE AVE	 	SPACE 2095	 	MEDFORD	 	OR	 	 	97501-4661	 
	1422
	 	WYNNEWOOD VILLAGE	 	255 WYNNEWOOD VILLAGE	 	 	 	DALLAS	 	TX	 	 	75224-1826	 
	1423
	 	SELMA SC	 	2837 WHITSON ST	 	 	 	SELMA	 	CA	 	 	93662-2623	 
	1424
	 	SANTA FE CROSSROADS S/C	 	1450 N SANTA FE AVE	 	SPACE A	 	VISTA	 	CA	 	 	92083-3203	 
	1426
	 	SUNLAND PARK MALL	 	750 SUNLAND PARK DR	 	SPACE G4	 	EL PASO	 	TX	 	 	79912-6709	 
	1427
	 	MUSIC CITY MALL	 	4101 E 42ND ST	 	SPACE L60  BOX 101	 	ODESSA	 	TX	 	 	79762-7239	 
	1429
	 	ALAMEDA TOWN CENTER	 	2202 J SOUTH SHORE CENTER	 	 	 	ALAMEDA	 	CA	 	 	94501-5746	 
	1433
	 	CYPRESS FASHION PLAZA	 	6868 KATELLA AVE	 	 	 	CYPRESS	 	CA	 	 	90630-5108	 
	1435
	 	CRENSHAW/IMPERIAL SC	 	11312 CRENSHAW BLVD	 	 	 	INGLEWOOD	 	CA	 	 	90303-2807	 
	1437
	 	SOUTHLAND S/C	 	931 W STATE ROAD 84	 	 	 	FORT LAUDERDALE	 	FL	 	 	33315-2431	 
	1439
	 	PLAZA VIEJO SHOPPING CENTER	 	7470 PADRE ISLAND BLVD	 	SUITE 180	 	BROWNSVILLE	 	TX	 	 	78526-0000	 
	1440
	 	ALEMEDE AMERICAS CENTER	 	9417 ALEMEDA AVE	 	SPACE E	 	EL PASO	 	TX	 	 	79907-5601	 
	1443
	 	WHARTON SQUARE	 	2001 WHARTON ST	 	 	 	PITTSBURGH	 	PA	 	 	15203-1915	 
	1444
	 	EAST TABLELAND	 	1221 S GILBERT RD	 	SPACE 35	 	MESA	 	AZ	 	 	85204-6078	 
	1446
	 	LINDELL MARKET PLACE	 	4159 LINDELL BLVD	 	 	 	SAINT LOUIS	 	MO	 	 	63108-2913	 
	1447
	 	PARAMOUNT TOWN CENTER	 	16289 PARAMOUNT BLVD	 	SUITE 5	 	PARAMOUNT	 	CA	 	 	90723-5462	 
	1448
	 	MICHAELS AURORA PLAZA	 	15221 E MISSISSIPPI AVE	 	SPACE 2528	 	AURORA	 	CO	 	 	80012-3747	 






29









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	1449
	 	ESCONDIDO PROMENADE	 	1230 AUTO PARKWAY	 	SUITE C	 	ESCONDIDO	 	CA	 	 	92025-2226	 
	1460
	 	1414 ATLANTIC AVE	 	SUITE B	 	 	 	ATLANTIC CITY	 	NJ	 	 	08401-8006	 
	1462
	 	3450 W 26TH ST	 	#50	 	 	 	CHICAGO	 	IL	 	 	60623-3906	 
	1463
	 	GREENBRIAR MALL	 	2841 GREENBRIAR PKY SW	 	SPACE N220	 	ATLANTA	 	GA	 	 	30331-2620	 
	1465
	 	JANAF SHOPPING CENTER	 	5900 E VIRGINIA BEACH BLVD UNIT 62	 	 	 	NORFOLK	 	VA	 	 	23502-2459	 
	1468
	 	1822 W OLIVE AVE	 	 	 	 	 	MERCED	 	CA	 	 	95348-1202	 
	1471
	 	WESTGATE MALL	 	1600 SARATOGA AVE	 	SPACE 45	 	SAN JOSE	 	CA	 	 	95129-5101	 
	1472
	 	FOX VALLEY CENTER	 	1164 FOX VALLEY CENTER	 	SPACE H1D	 	AURORA	 	IL	 	 	60504-4107	 
	1474
	 	1001 WEST MITCHELL ST	 	 	 	 	 	MILWAUKEE	 	WI	 	 	53204-3308	 
	1476
	 	11211 SE 82ND AVE	 	 	 	 	 	PORTLAND	 	OR	 	 	97266-7635	 
	1477
	 	ALMEDA CROSSING SHOPPING CENTER	 	10013 ALMEDA GENOA RD STE G	 	 	 	HOUSTON	 	TX	 	 	77075-0000	 
	1480
	 	PREMIER PLAZA	 	3127 N SAN FERNANDO RD	 	UNIT N	 	LOS ANGELES	 	CA	 	 	90065-1412	 
	1485
	 	5670 W 3500 S	 	 	 	 	 	WEST VALLEY CITY	 	UT	 	 	84128-2602	 
	1487
	 	718 CANAL ST # 720	 	 	 	 	 	NEW ORLEANS	 	LA	 	 	70130-2310	 
	1488
	 	MCMINNVILLE PLAZA	 	2280 N HIGHWAY 99W	 	SUITE B	 	MCMINNVILLE	 	OR	 	 	97128-9219	 
	1489
	 	TIMES SQUARE	 	3656 W SHAW AVE	 	 	 	FRESNO	 	CA	 	 	93711-3231	 
	1490
	 	MANOR PLAZA	 	1007 NW 9TH AVE	 	 	 	FORT LAUDERDALE	 	FL	 	 	33311-6220	 
	1494
	 	JORDAN LANDING	 	7083 S PLAZA CENTER DRIVE	 	 	 	WEST JORDAN	 	UT	 	 	84084-0000	 
	1499
	 	GULF VIEW SQUARE	 	9409 US HIGHWAY 19	 	SPACE 369	 	PORT RICHEY	 	FL	 	 	34668-4625	 
	1503
	 	7715 SW NYBERG RD	 	 	 	 	 	TUALATIN	 	OR	 	 	97062-9460	 
	1506
	 	DONLON PLAZA	 	4050 E MAIN STREET	 	B2	 	VENTURA	 	CA	 	 	93001-0000	 
	1507
	 	SOUTH VALLEY SC	 	7716 RICHMOND HWY	 	SPACE 9	 	ALEXANDRIA	 	VA	 	 	22306-2843	 
	1508
	 	COUNTRY CLUB PLAZA	 	4167 W 167TH ST	 	SUITE D4	 	COUNTRY CLUB HILLS	 	IL	 	 	60478-0000	 
	1509
	 	BRENTWOOD S/C	 	1717 W SAN CARLOS ST	 	 	 	SAN JOSE	 	CA	 	 	95128-5205	 
	1510
	 	ATLANTIC PLAZA	 	410 ATLANTIC AVE	 	 	 	PITTSBURG	 	CA	 	 	94565-5240	 
	1512
	 	MONTCLAIR PLAZA	 	2168 E MONTCLAIR PLAZA LN	 	 	 	MONTCLAIR	 	CA	 	 	91763-1535	 
	1514
	 	WETHERSFIELD SHOPPING CENTER	 	1063 SILAS DEANE HIGHWAY	 	 	 	WETHERSFIELD	 	CT	 	 	06109-4229	 
	1515
	 	3730 FEDERAL BLVD	 	 	 	 	 	DENVER	 	CO	 	 	80211-2806	 
	1516
	 	LONG BEACH TOWNE CENTER	 	7370 CARSON BLVD	 	SPACE B	 	LONG BEACH	 	CA	 	 	90808-2360	 
	1518
	 	NITTANY MALL	 	2901 E COLLEGE AVE	 	SUITE 11	 	STATE COLLEGE	 	PA	 	 	16801-7517	 
	1519
	 	SCHUYLKILL MALL	 	432 SCHUYLKILL MALL	 	 	 	FRACKVILLE	 	PA	 	 	17931-2519	 
	1520
	 	SOUTH PLAINS MALL	 	6002 SLIDE RD # 216	 	P O BOX 68216	 	LUBBOCK	 	TX	 	 	79414-8216	 
	1521
	 	LYCOMING MALL	 	300 LYCOMING MALL CIRCLE	 	SUITE 2057	 	MUNCY	 	PA	 	 	17756-8079	 
	1522
	 	6170 VAN BUREN BLVD	 	 	 	 	 	RIVERSIDE	 	CA	 	 	92503-0000	 
	1524
	 	BEST MARSHALLS PLAZA	 	721 W 2ND ST STE A	 	 	 	SAN BERNARDINO	 	CA	 	 	92410-3261	 
	1525
	 	CHERRYDALE POINT SC	 	1508 POINTSET HWY	 	SUITE A2	 	GREENVILLE	 	SC	 	 	29609-2929	 






30









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	1527
	 	COLONADE AT STATE COLLEGE	 	331 COLONNADE BLVD	 	SHOPS B	 	STATE COLLEGE	 	PA	 	 	16803-2308	 
	1530
	 	8824 RAINIER AVE S	 	 	 	 	 	SEATTLE	 	WA	 	 	98118-4929	 
	1533
	 	4350 UNIVERSITY AVE	 	SUITE 101	 	 	 	SAN DIEGO	 	CA	 	 	92105-1625	 
	1535
	 	WILLOW CREEK CENTER	 	2301 WILLOW RD	 	 	 	GLENVIEW	 	IL	 	 	60025-0000	 
	1539
	 	SOUTHLAND MALL	 	20505 S DIXIE HWY	 	SPACE 1767	 	MIAMI	 	FL	 	 	33189-1229	 
	1541
	 	PICO RIVERA PLAZA	 	8680 WHITTIER BLVD	 	 	 	PICO RIVERA	 	CA	 	 	90660-2444	 
	1542
	 	WESTVIEW MALL	 	5814 BALTIMORE NATIONAL PIKE	 	SPACE A-7	 	BALTIMORE	 	MD	 	 	21228-1335	 
	1543
	 	THE DISTRICT	 	11511 PARKWAY PLAZA DR	 	SUITE 100	 	SOUTH JORDAN	 	UT	 	 	84095-0000	 
	1544
	 	SCOTTS VALLEY S/C	 	266A MOUNT HERMON RD	 	 	 	SCOTTS VALLEY	 	CA	 	 	95066-4024	 
	1548
	 	SEARS SC	 	4618 FOREST HILL BLVD	 	 	 	WEST PALM BEACH	 	FL	 	 	33415-5724	 
	1549
	 	PRIME OUTLETS OF GROVE CITY	 	1911 LEESBURG GROVE CITY RD	 	SPACE 225	 	GROVE CITY	 	PA	 	 	16127-0000	 
	1550
	 	MAYFAIR MALL	 	2500 N MAYFAIR RD	 	 	 	WAUWATOSA	 	WI	 	 	53226-0000	 
	1551
	 	THE LAKES MALL	 	5600 HARVEY	 	STE 1004	 	MUSKEGON	 	MI	 	 	49444-0000	 
	1553
	 	FASHION FAIRE PLACE	 	15100 HESPERIAN BLVD	 	SUITE 304 306	 	SAN LEANDRO	 	CA	 	 	94578-3600	 
	1554
	 	YORK MARKETPLACE	 	2539 E MARKET ST	 	 	 	YORK	 	PA	 	 	17402-2403	 
	1555
	 	ASPEN HILL SHOPPING CENTER	 	13653 CONNECTICUT AVE	 	 	 	ASPEN HILL	 	MD	 	 	20906-2914	 
	1556
	 	UNIVERSITY MALL	 	155 DORSET STREET	 	 	 	SOUTH BURLINGTON	 	VT	 	 	05403-6346	 
	1558
	 	4815 LONE TREE WAY	 	SPACE A	 	 	 	ANTIOCH	 	CA	 	 	94531-8553	 
	1559
	 	WESTGATE MARKETPLACE	 	5924 SW 3RD ST	 	SPACE A	 	OKLAHOMA CITY	 	OK	 	 	73128-0000	 
	1561
	 	MALL OF THE BLUFFS	 	1751 MADISON AVE	 	SPACE 114	 	COUNCIL BLUFFS	 	IA	 	 	51503-5265	 
	1562
	 	MARKET PLACE WEST SHOPPING CENTER	 	3009 W 11TH AVE	 	 	 	EUGENE	 	OR	 	 	97402-3101	 
	1563
	 	MALL AT MANASSAS	 	8300 SUDLEY RD	 	 	 	MANASSAS	 	VA	 	 	20109-3458	 
	1565
	 	VICTORY CROSSING	 	4010 VICTORY BLVD	 	SUNIT C	 	PORTSMOUTH	 	VA	 	 	23701-2820	 
	1568
	 	BROOKDALE CENTER	 	1341 BROOKDALE CENTER SPACE 4	 	SPACE A-4	 	BROOKLYN CENTER	 	MN	 	 	55430-2809	 
	1569
	 	PLAZA S/C	 	346 HOWE	 	 	 	CUYAHOGA FALLS	 	OH	 	 	44221-4918	 
	1570
	 	MAYFAIR SHOPPING CENTER	 	6434 SACKETT ST	 	SPACE A-15	 	PHILADELPHIA	 	PA	 	 	19149-3140	 
	1574
	 	SUFFOLK SHOPPING CENTER	 	1407 N MAIN ST	 	 	 	SUFFOLK	 	VA	 	 	23434-4352	 
	1576
	 	EASTPOINT MALL	 	7826 EASTPOINT MALL	 	 	 	BALTIMORE	 	MD	 	 	21224-2119	 
	1577
	 	VALUE CITY SC	 	5245 RIDGE AVE	 	 	 	CINCINNATI	 	OH	 	 	45213-2509	 
	1580
	 	OAKWOOD MALL	 	4800 GOLF RD	 	SPACE 80	 	EAU CLAIRE	 	WI	 	 	54701-9024	 
	1583
	 	6661 SW 8TH ST	 	 	 	 	 	MIAMI	 	FL	 	 	33144-4817	 
	1584
	 	LAKE JUNE PLAZA	 	10325 LAKE JUNE RD	 	 	 	DALLAS	 	TX	 	 	75217-5312	 
	1592
	 	INGRAM HILLS	 	6080 INGRAM RD	 	 	 	SAN ANTONIO	 	TX	 	 	78238-4402	 
	1594
	 	DEKALB MARKET SQUARE	 	2350 SYCAMORE RD	 	SUITE K	 	DEKALB	 	IL	 	 	60115-2000	 
	1595
	 	187 BROADWAY	 	 	 	 	 	NEW YORK	 	NY	 	 	10007-3101	 
	1598
	 	4325 VETERANS MEMORIAL BLVD	 	 	 	 	 	METAIRIE	 	LA	 	 	70006-5404	 






31









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	1599
	 	COUNTY FAIR MALL	 	1264 E GIBSON RD	 	SPACE C-311	 	WOODLAND	 	CA	 	 	95776-6316	 
	1602
	 	2598 CANDLER RD	 	 	 	 	 	DECATUR	 	GA	 	 	30034-1401	 
	1603
	 	LAS AMERICAS PLAZA V	 	11865 SW 26TH ST	 	SUITE G1	 	MIAMI	 	FL	 	 	33175-2471	 
	1604
	 	THE COLONY SQUARE	 	5001 MAIN ST	 	SPACE 101	 	THE COLONY	 	TX	 	 	75056-2266	 
	1605
	 	GRAND PLAZA	 	10223 GRAND AVE	 	 	 	FRANKLIN PARK	 	IL	 	 	60131-3138	 
	1606
	 	RIVERS EDGE CENTRE	 	560 JACKSON BLVD	 	 	 	ERWIN	 	NC	 	 	28339-0000	 
	1607
	 	7015 S 1300 E	 	 	 	 	 	MIDVALE	 	UT	 	 	84047-1860	 
	1609
	 	PARK LEE CENTER	 	1615 W CAMELBACK RD	 	SPACE M101	 	PHOENIX	 	AZ	 	 	85015-3526	 
	1610
	 	MAGIC VALLEY MALL	 	1485 POLELINE RD E	 	SPACE 163	 	TWIN FALLS	 	ID	 	 	83301-3588	 
	1612
	 	CANYON SPRINGS SC	 	2851 CANYON SPRINGS PARKWAY	 	SUITE E	 	RIVERSIDE	 	CA	 	 	92507-0934	 
	1616
	 	1253 S SR 7	 	 	 	 	 	PLANTATION	 	FL	 	 	33317-5805	 
	1617
	 	UNIVERSITY PLAZA	 	3500 MAIN ST	 	SP 370	 	AMHERST	 	NY	 	 	14226-3120	 
	1624
	 	CIRCLE PLAZA	 	6716 BLACK HORSE PIKE	 	 	 	EGG HARBOR TOWNSHIP	 	NJ	 	 	08234-3910	 
	1625
	 	VILLAGE SHOPES OF GAINSVILLE	 	891 DAWSONVILLE HIGHWAY 190	 	SPACE 43	 	GAINESVILLE	 	GA	 	 	30501-2637	 
	1626
	 	WAL MART SC	 	504 BYPASS 72NW	 	SUITE B	 	GREENWOOD	 	SC	 	 	29649-1300	 
	1628
	 	LOUIS JOLIET MALL	 	3340 MALL LOOP DR	 	SPACE 1418A	 	JOLIET	 	IL	 	 	60435-1057	 
	1630
	 	6378 VAN NUYS BLVD	 	 	 	 	 	VAN NUYS	 	CA	 	 	91401-2601	 
	1631
	 	WHEATLAND PLAZA	 	3215 KIRNWOOD DR	 	SUITE 101	 	DALLAS	 	TX	 	 	75237-0000	 
	1633
	 	WILLOWBROOK CENTER	 	11850 WILMINGTON AVE	 	 	 	LOS ANGELES	 	CA	 	 	90059-3016	 
	1634
	 	BUCKINGHAM PLAZA	 	1501 A W BUCKINGHAM PLAZA	 	 	 	GARLAND	 	TX	 	 	75042-4204	 
	1635
	 	TYRONE SQUARE	 	2361 TYRONE WAY	 	SPACE 768	 	SAINT PETERSBURG	 	FL	 	 	33710-3970	 
	1637
	 	OAKLAWN PROMENADE	 	6356 W 95TH ST	 	 	 	OAK LAWN	 	IL	 	 	60453-2202	 
	1642
	 	1651 GORDON HIGHWAY	 	 	 	 	 	AUGUSTA	 	GA	 	 	30906-2220	 
	1643
	 	MIAMI INTERNATIONAL	 	1455 NW 107 AVE	 	SUITE 894	 	MIAMI	 	FL	 	 	33172-2723	 
	1644
	 	THE PAVILION	 	16408 BEACH BLVD	 	 	 	WESTMINSTER	 	CA	 	 	92683-7835	 
	1645
	 	RED BIRD OAKS SC	 	4333 GANNON LN	 	SPACE 116	 	DALLAS	 	TX	 	 	75237-4224	 
	1646
	 	HAMMERLY PLAZA	 	10148 HAMMERLY BLVD	 	 	 	HOUSTON	 	TX	 	 	77080-5010	 
	1648
	 	TILLMANS CORNERS	 	5300 HALLS MILL RD	 	SUITE B	 	MOBILE	 	AL	 	 	36619-9613	 
	1649
	 	BAY PARK SQUARE	 	607 BAY PARK SQUARE	 	SPACE 607	 	GREEN BAY	 	WI	 	 	54304-5202	 
	1650
	 	NEWPARK MALL	 	2215 NEWPARK MALL	 	 	 	NEWARK	 	CA	 	 	94560-5248	 
	1651
	 	THE FLORIDA MALL	 	8001 S ORANGE BLOOSOM TRAIL	 	SPACE 308 A	 	ORLANDO	 	FL	 	 	32809-7654	 
	1652
	 	LINCOLN PARK SC	 	1738 DIX HWY	 	 	 	LINCOLN PARK	 	MI	 	 	48146-1413	 
	1656
	 	HARBOR VIEW STATION	 	6255 COLLEGE DR	 	SUITE B	 	SUFFOLK	 	VA	 	 	23435-3309	 
	1657
	 	NORTHLAND CENTER	 	21500 NORTHWESTERN HWY	 	SPACE 9	 	SOUTHFIELD	 	MI	 	 	48075-5018	 
	1659
	 	WESTWOOD PLAZA	 	1816 SAM RITTENBURG BLVD	 	 	 	CHARLESTON	 	SC	 	 	29407-4868	 
	1665
	 	SHOPPINGTOWN MALL	 	3649 ERIE BLVD E	 	SPACE 83	 	DEWITT	 	NY	 	 	13214-2738	 






32









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	1667
	 	SKYWEST COMMONS SC	 	20483 HESPERIAN BLVD	 	 	 	HAYWARD	 	CA	 	 	94541-4729	 
	1669
	 	SAN TAN GATEWAY SC	 	1005 SOUTH ARIZONA AVE	 	SUITE 13	 	CHANDLER	 	AZ	 	 	85248-1510	 
	1670
	 	WIRE GRASS COMMONS	 	900 COMMONS DRIVE #103	 	 	 	DOTHAN	 	AL	 	 	36303-2200	 
	1672
	 	MARYLAND CROSSING	 	4011 S MARYLAND PKY	 	 	 	LAS VEGAS	 	NV	 	 	89119-7548	 
	1673
	 	NELLIS CROSSING	 	1268 S NELLIS BLVD	 	SPACE E-131	 	LAS VEGAS	 	NV	 	 	89104-5782	 
	1675
	 	VILLAGE SHOPPING CENTER	 	3020 N MAIN	 	SUITE 282	 	HOPE MILLS	 	NC	 	 	28348-1731	 
	1680
	 	5719 APPALACHIAN HWY	 	 	 	 	 	BLUE RIDGE	 	GA	 	 	30513-4248	 
	1683
	 	GALLERY AT HARBORPLACE	 	200 E PRATT ST	 	SUITE 4100	 	BALTIMORE	 	MD	 	 	21202-6155	 
	1684
	 	THE GALLERIA	 	1816 GALLERIA BLVD	 	SUITE A	 	CHARLOTTE	 	NC	 	 	28270-2409	 
	1685
	 	NORTHERN LIGHTS S/C	 	186 NORTHERN LIGHTS PLAZA	 	 	 	NORTH SYRACUSE	 	NY	 	 	13212-4107	 
	1687
	 	BRISTOL PLACE	 	3398 S BRISTOL ST	 	SPACE A	 	SANTA ANA	 	CA	 	 	92704-8204	 
	1688
	 	STONY ISLAND PLAZA	 	1625 E 95TH ST	 	 	 	CHICAGO	 	IL	 	 	60617-4707	 
	1689
	 	SOUTHDALE S/C	 	10 MOUNTAIN RD	 	 	 	GLEN BURNIE	 	MD	 	 	21061-7974	 
	1690
	 	1593 NIAGARA FALLS BLVD	 	SUITE 350	 	 	 	AMHERST	 	NY	 	 	14228-2705	 
	1691
	 	RIVERTOWNE COMMONS	 	6153 OXON HILL RD	 	SPACE 28	 	OXON HILL	 	MD	 	 	20745-3108	 
	1692
	 	LARWIN SQUARE	 	616 E FIRST STREET	 	 	 	TUSTIN	 	CA	 	 	92780-3418	 
	1694
	 	BALLSTON COMMON	 	4238 WILSON BLVD	 	SPACE 2180	 	ARLINGTON	 	VA	 	 	22203-1823	 
	1695
	 	MERCHANTS SQUARE S/C	 	7119 HIGHWAY 85	 	 	 	RIVERDALE	 	GA	 	 	30274-2900	 
	1697
	 	ROSS PARK MALL	 	1000 ROSS PARK MALL DR	 	 	 	PITTSBURGH	 	PA	 	 	15237-3875	 
	1698
	 	1359 E MANNING AVE	 	 	 	 	 	REEDLEY	 	CA	 	 	93654-2352	 
	1699
	 	FAIRLANE MEADOWS SHOPPING CENTER	 	16201 FORD RD	 	SPACE 118	 	DEARBORN	 	MI	 	 	48126-2945	 
	1700
	 	CAROLINA PLACE MALL	 	11025 CAROLINA PLACE PARKWAY	 	SPACE C 30	 	PINEVILLE	 	NC	 	 	28134-8843	 
	1701
	 	ALEXANDRIA MALL	 	3437 MASONIC DR	 	SUITE 1180	 	ALEXANDRIA	 	LA	 	 	71301-3686	 
	1703
	 	THE DISTRICT AT HOWELL MILL	 	1801 HOWELL MILL ROAD NW STE 520	 	 	 	ATLANTA	 	GA	 	 	30318-0914	 
	1706
	 	HICKORY POINT MALL	 	1275 HICKORY POINT MALL	 	 	 	FORSYTH	 	IL	 	 	62535-2071	 
	1708
	 	314 E MARTINTOWN RD	 	SPACE 2	 	 	 	NORTH AUGUSTA	 	SC	 	 	29841-4261	 
	1709
	 	TOWNE WEST SQUARE	 	4600 W KELLOGG	 	SPACE LO6A	 	WICHITA	 	KS	 	 	67209-2568	 
	1711
	 	THE EMPIRE	 	340 EMPIRE MALL	 	 	 	SIOUX FALLS	 	SD	 	 	57106-6507	 
	1712
	 	CORTANA MALL	 	9403 CORTANA PL	 	 	 	BATON ROUGE	 	LA	 	 	70815-8702	 
	1713
	 	LANGLEY PARK PLAZA	 	7943 NEW HAMPSHIRE AVE	 	 	 	HYATTSVILLE	 	MD	 	 	20783-4609	 
	1715
	 	MAPLEWOOD MALL	 	3001 WHITE BEAR AVE N	 	SPACE 2009	 	MAPLEWOOD	 	MN	 	 	55109-1215	 
	1717
	 	1120 G STREET NW	 	 	 	 	 	WASHINGTON	 	DC	 	 	20005-3801	 
	1718
	 	WAL MART PLAZA	 	1857 PLAZA DRIVE	 	 	 	OLEAN	 	NY	 	 	14760-1835	 
	1719
	 	FREDERICKTOWN MALL	 	1301 W PATRICK ST	 	 	 	FREDERICK	 	MD	 	 	21702-3889	 
	1720
	 	EFFINGHAM CROSSROADS	 	1302 AVENUE OF MID AMERICA	 	SPACE 74	 	EFFINGHAM	 	IL	 	 	62401-4588	 
	1722
	 	SAWMILL SQUARE	 	910 SAWMILL RD	 	 	 	LAUREL	 	MS	 	 	39440-3961	 






33









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	1726
	 	5177 HWY 51 NORTH	 	 	 	 	 	SENATOBIA	 	MS	 	 	38668-1725	 
	1727
	 	NORTH LAUDERDALE MARKET CENTER	 	7260 W MCNAB RD	 	 	 	NORTH LAUDERDALE	 	FL	 	 	33068-5441	 
	1729
	 	4111 N VERMILION	 	SUITE 8	 	 	 	DANVILLE	 	IL	 	 	61834-4508	 
	1731
	 	SHORT PUMP VILLAGE	 	11412 W BROAD STREET	 	 	 	GLEN ALLEN	 	VA	 	 	23060-5821	 
	1732
	 	FACTORY OUTLET SHOPPING CENTER	 	5267 W OAK RIDGE	 	 	 	ORLANDO	 	FL	 	 	32819-9408	 
	1733
	 	PRINCE GEORGES PLAZA	 	3500 EAST-WEST HWY	 	 	 	HYATTSVILLE	 	MD	 	 	20782-1916	 
	1734
	 	RICHLAND FASHION MALL	 	6001 W WACO DR	 	SUITE 215	 	WACO	 	TX	 	 	76710-6301	 
	1735
	 	SUNRISE MALL	 	2370 N EXPRESSWAY	 	SUITE 1066	 	BROWNSVILLE	 	TX	 	 	78526-1606	 
	1737
	 	LARGO PLAZA	 	10498 CAMPUS WAY SOUTH	 	 	 	UPPER MARLBORO	 	MD	 	 	20774-1387	 
	1738
	 	1943 MELODY DRIVE	 	 	 	 	 	GREENFIELD	 	IN	 	 	46140-1199	 
	1740
	 	KIMBERLY PLAZA SC	 	17 KIMBERLY PLAZA	 	SPACE 2B	 	CRANBERRY	 	PA	 	 	16319-0000	 
	1741
	 	CLEARVIEW MALL	 	101 CLEARVIEW CIRCLE	 	SPACE 215	 	BUTLER	 	PA	 	 	16001-1576	 
	1742
	 	THUNDERBIRD MALL	 	1409 S 12TH ST	 	 	 	VIRGINIA	 	MN	 	 	55792-3337	 
	1743
	 	WALMART PLAZA	 	2108 S IRBY STREET	 	 	 	FLORENCE	 	SC	 	 	29505-3445	 
	1745
	 	NORTHWOODS MALL	 	4501 N WAR MEMORIAL DR	 	SPACE BU07	 	PEORIA	 	IL	 	 	61613-1000	 
	1747
	 	VALLEY MALL	 	17301 VALLEY MALL RD	 	 	 	HAGERSTOWN	 	MD	 	 	21740-6966	 
	1748
	 	PIERRE BOSSIER MALL	 	2950 E TEXAS ST	 	SUITE 552	 	BOSSIER CITY	 	LA	 	 	71111-3265	 
	1749
	 	MILLER HILL MALL	 	1600 MILLER TRUNK HWY	 	 	 	DULUTH	 	MN	 	 	55811-5640	 
	1754
	 	METRO NORTH S/C	 	400 NW BARRY RD	 	 	 	KANSAS CITY	 	MO	 	 	64155-2730	 
	1755
	 	TRI-STATE MALL	 	333 NAAMANS RD	 	SUITE 48	 	CLAYMONT	 	DE	 	 	19703-2805	 
	1756
	 	KILLEEN MALL	 	2100 S W S YOUNG DR	 	SPACE 1380	 	KILLEEN	 	TX	 	 	76543-5352	 
	1757
	 	SPOTSYLVANIA MALL	 	840 SPOTSYLVANIA MALL	 	 	 	FREDERICKSBURG	 	VA	 	 	22407-1123	 
	1759
	 	WEST MANCHESTER MALL	 	1800 LOUCKS RD	 	SUITE 244	 	YORK	 	PA	 	 	17408-0000	 
	1760
	 	COLLEGE MALL	 	2834 E 3RD ST	 	SPACE F12	 	BLOOMINGTON	 	IN	 	 	47401-5423	 
	1761
	 	GROVE PARK SHOPPING CENTER	 	1413 US HIGHWAY 98 S	 	 	 	LAKELAND	 	FL	 	 	33801-6550	 
	1763
	 	LAFAYETTE SQUARE	 	3919 LAFAYETTE RD	 	SPACE 256	 	INDIANAPOLIS	 	IN	 	 	46254-2531	 
	1764
	 	CHAMBERSBURG MALL	 	3055 BLACK GAP RD	 	SPACE 925	 	CHAMBERSBURG	 	PA	 	 	17201-9734	 
	1766
	 	FOOD WORLD PLAZA SOUTH	 	600 SKYLAND BLVD E	 	 	 	TUSCALOOSA	 	AL	 	 	35405-4037	 
	1767
	 	PADRE STAPLES MALL	 	5488 S PADRE ISLAND DR STE 1334	 	SPACE 1334	 	CORPUS CHRISTI	 	TX	 	 	78411-4117	 
	1769
	 	GREENWOOD PARK MALL	 	1251 US 31 NORTH	 	BOX 84	 	GREENWOOD	 	IN	 	 	46142-4526	 
	1772
	 	SOUTH PARK MALL	 	2310 SW MILITARY DR	 	SUITE 514	 	SAN ANTONIO	 	TX	 	 	78224-1409	 
	1775
	 	VIEWMONT MALL	 	67 VIEWMONT MALL	 	 	 	SCRANTON	 	PA	 	 	18508-1360	 
	1776
	 	THE VILLAGE SHOPPING CENTER	 	3534 VILLAGE COURT	 	 	 	GARY	 	IN	 	 	46408-1428	 
	1780
	 	BUTLER PLAZA	 	3556 SW ARCHER RD	 	 	 	GAINESVILLE	 	FL	 	 	32608-2438	 
	1781
	 	WALTERBORO SHOPPING CENTER	 	371 BELLS HWY	 	SPACE D	 	WALTERBORO	 	SC	 	 	29488-2703	 
	1782
	 	MARKS SQUARE	 	4600 MOBILE HWY	 	SUITE 16	 	PENSACOLA	 	FL	 	 	32506-3529	 






34









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	1783
	 	VALLEY VIEW PLAZA	 	3304 S WESTERN AVE	 	SPACE 12	 	MARION	 	IN	 	 	46953-0000	 
	1787
	 	GATEWAY PLAZA	 	499 SUNRISE HWY W 21	 	 	 	PATCHOGUE	 	NY	 	 	11772-2200	 
	1788
	 	AURORA PLAZA S/C	 	673 PEORIA ST	 	 	 	AURORA	 	CO	 	 	80011-8228	 
	1790
	 	VILLAGE WEST SHOPPING CENTER	 	8555 W BELLEVIEW AVE	 	SUITE D26	 	LITTLETON	 	CO	 	 	80123-7307	 
	1792
	 	24112 E ORCHARD RD	 	UNIT A	 	 	 	AURORA	 	CO	 	 	80016-5330	 
	1793
	 	PLAZA LA CIENEGA	 	1831 LACIENEGA D	 	 	 	LOS ANGELES	 	CA	 	 	90035-4603	 
	1795
	 	THE MARKETPLACE	 	834 E VALLEY BLVD	 	 	 	ALHAMBRA	 	CA	 	 	91801-5225	 
	1797
	 	PARK PLAZA	 	944 WESTERN AVE	 	 	 	SAN PEDRO	 	CA	 	 	90732-2427	 
	1798
	 	10222 N 43RD AVE	 	 	 	 	 	GLENDALE	 	AZ	 	 	85302-2037	 
	1799
	 	TALAVI TOWN CENTER	 	5805 W BELL RD	 	SPACE 9-1	 	GLENDALE	 	AZ	 	 	85308-3879	 
	1802
	 	HOLIDAY VILLAGE S/C	 	1200 10TH AVE S	 	 	 	GREAT FALLS	 	MT	 	 	59405-4424	 
	1803
	 	FRONTIER MALL	 	1400 DELL RANGE BLVD	 	 	 	CHEYENNE	 	WY	 	 	82009-4801	 
	1804
	 	1749 MAIN ST SUITE A	 	 	 	 	 	BILLINGS	 	MT	 	 	59105-4035	 
	1805
	 	BUTTE PLAZA	 	3100 HARRISON AVE	 	 	 	BUTTE	 	MT	 	 	59701-3652	 
	1806
	 	SOUTHGATE MALL	 	2901 BROOKS ST	 	 	 	MISSOULA	 	MT	 	 	59801-7763	 
	1810
	 	FOOTHILLS FASHION MALL	 	215 E FOOTHILLS PKY STE 125	 	 	 	FORT COLLINS	 	CO	 	 	80525-2624	 
	1811
	 	TOWN CENTER AT AURORA	 	14200 E ALAMEDA AVE	 	SUITE 116	 	AURORA	 	CO	 	 	80012-2511	 
	1812
	 	GREELEY MALL	 	1952 GREELEY MALL	 	 	 	GREELEY	 	CO	 	 	80631-8522	 
	1813
	 	GLENDALE GALLERIA	 	2236 GLENDALE GALLERIA	 	 	 	GLENDALE	 	CA	 	 	91210-2201	 
	1815
	 	SANTA ROSA PLAZA	 	1031 SANTA ROSA PLAZA	 	 	 	SANTA ROSA	 	CA	 	 	95401-6340	 
	1816
	 	VINTAGE FAIRE MALL	 	3401 DALE RD	 	SPACE 255	 	MODESTO	 	CA	 	 	95356-0505	 
	1817
	 	SOUTH GATE CENTER	 	447A BLOSSOM HILL ROAD	 	 	 	SAN JOSE	 	CA	 	 	95123-1609	 
	1819
	 	VALLEY PLAZA	 	2701 MING AVE	 	SUITE C80	 	BAKERSFIELD	 	CA	 	 	93304-4440	 
	1821
	 	CAPITAL MALL	 	625 BLACK LAKE BLVD	 	SUITE 126	 	OLYMPIA	 	WA	 	 	98502-8603	 
	1824
	 	SEATAC MALL	 	1812 S SEATAC MALL	 	 	 	FEDERAL WAY	 	WA	 	 	98003-6038	 
	1826
	 	BREA MALL	 	2067A BREA MALL	 	 	 	BREA	 	CA	 	 	92821-5756	 
	1828
	 	CHULA VISTA CENTER	 	555 BROADWAY	 	SPACE 132	 	CHULA VISTA	 	CA	 	 	91910-5339	 
	1830
	 	NEWGATE MALL	 	1216 NEWGATE MALL	 	 	 	OGDEN	 	UT	 	 	84405-1707	 
	1831
	 	BUENA PARK MALL	 	8370 ON THE MALL	 	SUITE F	 	BUENA PARK	 	CA	 	 	90620-3243	 
	1832
	 	BOWIE TOWN CENTER	 	15608 EMERALD WAY	 	SPACE A09	 	BOWIE	 	MD	 	 	20716-0000	 
	1833
	 	SUNRISE MALL	 	5951 SUNRISE MALL	 	 	 	CITRUS HEIGHTS	 	CA	 	 	95610-6901	 
	1834
	 	MANCHESTER CENTER	 	3302 N BLACKSTONE AVE	 	SPACE 180	 	FRESNO	 	CA	 	 	93726-5389	 
	1837
	 	3421 CENTURY BLVD	 	 	 	 	 	INGLEWOOD	 	CA	 	 	90303-1218	 
	1838
	 	WESTMINSTER MALL	 	1053 WESTMINSTER MALL	 	 	 	WESTMINSTER	 	CA	 	 	92683-4954	 
	1839
	 	OAK SUMMIT	 	374 EAST HANES MILL RD	 	SUITE 22	 	WINSTON SALEM	 	NC	 	 	27105-0000	 
	1841
	 	DEL AMO FASHION CENTER	 	21880 HAWTHORNE BLVD	 	SPACE 380	 	TORRANCE	 	CA	 	 	90503-7022	 







35











 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	1842

	 	SOUTHPORT COMMONS
	 	4850 E SOUTHPORT RD
	 	SPACE C
	 	INDIANAPOLIS
	 	IN
	 	46237-3318
	1843

	 	THE VINEYARD SC
	 	1205 N FM 1604 WEST
	 	SUITE 101
	 	SAN ANTONIO
	 	TX
	 	78258-0000
	1846

	 	INTERNATIONAL GATEWAY OF THE AMERICAS
	 	4265 CAMINO DE LA PLAZA
	 	SP 192
	 	SAN YSIDRO
	 	CA
	 	92173-3026
	1848

	 	SAUL KLEINFELD SC
	 	1801 ZARAGOSA
	 	SPACE A
	 	EL PASO
	 	TX
	 	79936-0000
	1852

	 	PRIEN LAKE MALL
	 	680 W PRIEN LAKE RD
	 	SPACE A01
	 	LAKE CHARLES
	 	LA
	 	70601-8457
	1855

	 	SPECTRUM TOWNE CENTER
	 	3935 GRAND AVE
	 	SPACE A
	 	CHINO
	 	CA
	 	91710-0000
	1856

	 	TARGET SC
	 	1555 MARKET PLACE BLVD
	 	 	 	CUMMING
	 	GA
	 	30041-7935
	1857

	 	CHANDLER FASHION CENTER
	 	3111 WEST CHANDLER BLVD
	 	SUITE 2008
	 	CHANDLER
	 	AZ
	 	85226-5082
	1859

	 	WOODLAND MALL
	 	3135 28TH ST SE
	 	SPACE D101
	 	GRAND RAPIDS
	 	MI
	 	49512-0000
	1860

	 	1402 164TH ST SW
	 	SUITE 305 306
	 	 	 	LYNNWOOD
	 	WA
	 	98037-8515
	1867

	 	PROGRESS PLAZA
	 	1501 N BROAD ST
	 	SPACE A7
	 	PHILADELPHIA
	 	PA
	 	19122-3319
	1870

	 	SILVER CREEK PLAZA
	 	1763 E CAPITOL EXPY
	 	 	 	SAN JOSE
	 	CA
	 	95121-1561
	1871

	 	MANHATTAN TOWN CENTER
	 	100 MANHATTAN TOWN CTR
	 	SPACE 465
	 	MANHATTAN
	 	KS
	 	66502-6001
	1872

	 	QUAIL SPRINGS MALL
	 	2501 W MEMORIAL RD
	 	SPACE 205
	 	OKLAHOMA CITY
	 	OK
	 	73134-8039
	1873

	 	TULSA PROMENADE MALL
	 	4107 S YALE AVE
	 	 	 	TULSA
	 	OK
	 	74135-6022
	1874

	 	HAWTHORNE WORKS SHOPPING CENTER
	 	2201 S CICERO AVE
	 	 	 	CICERO
	 	IL
	 	60804-2410
	1875

	 	WALNUT SQUARE MALL
	 	2150 E WALNUT AVE
	 	SPACE 40
	 	DALTON
	 	GA
	 	30721-4534
	1876

	 	RALEYS TOWNE CENTER
	 	20 RALEYS TOWNE CTR
	 	 	 	ROHNERT PARK
	 	CA
	 	94928-2439
	1877

	 	NEPTUNE CITY SHOPPING CENTER
	 	116 3RD AVE
	 	 	 	NEPTUNE CITY
	 	NJ
	 	07753-6400
	1878

	 	HOLLYWOOD PLAZA
	 	1100 N VERMONT AVE
	 	SUITE 16
	 	LOS ANGELES
	 	CA
	 	90029-1765
	1880

	 	TACOMA CENTRAL SC
	 	3304 S 23RD ST
	 	SUITE 1
	 	TACOMA
	 	WA
	 	98405-1699
	1881

	 	KOHLS SSHOPPING CENTER
	 	5015 MT ZION PARKWAY
	 	 	 	STOCKBRIDGE
	 	GA
	 	30281-0000
	1883

	 	VALLEY WEST MALL
	 	1551 VALLEY WEST DR
	 	SPACE 156
	 	WEST DES MOINES
	 	IA
	 	50266-1112
	1884

	 	WHEATON PLAZA
	 	11160 VEIRS MILL RD
	 	SPACE P 104
	 	WHEATON
	 	MD
	 	20902-2538
	1885

	 	MIAMI VALLEY CENTRE
	 	987 E ASH ST SPACE D-4
	 	 	 	PIQUA
	 	OH
	 	45356-4133
	1886

	 	RED BANKS COMMONS SC
	 	222 S RED BANK RD
	 	SUITE H
	 	EVANSVILLE
	 	IN
	 	47712-4736
	1888

	 	154 TOWNCENTER RD
	 	 	 	 	 	MATTESON
	 	IL
	 	60443-2245
	1890

	 	3792 CLEVELAND AVE
	 	 	 	 	 	FORT MYERS
	 	FL
	 	33901-7909
	1893

	 	HAMDEN PLAZA
	 	2100 DIXWELL AVENUE
	 	SPACE 222
	 	HAMDEN
	 	CT
	 	06514-0000
	1895

	 	BEACON CENTER
	 	6700 7 RICHMOND HIGHWAY
	 	 	 	ALEXANDRIA
	 	VA
	 	22306-0000
	1897

	 	AVON COMMONS
	 	35880 DETROIT RD
	 	 	 	AVON
	 	OH
	 	44011-0000
	1898

	 	HAMILTON MARKET
	 	406 MARKETPLACE BLVD
	 	 	 	HAMILTON
	 	NJ
	 	08691-0000
	1907

	 	2826 N BROADWAY
	 	 	 	 	 	PITTSBURG
	 	KS
	 	66762-6563
	1936

	 	3453 VALLEY PLAZA PARKWAY
	 	SPACE E
	 	 	 	FORT WRIGHT
	 	KY
	 	41011-0000
	1941

	 	MERIDIAN VILLAGE
	 	16420 STATE RT 161
	 	SUITE 104
	 	PUYALLUP
	 	WA
	 	98375-0000
	2000

	 	SOUTH LAKEVIEW PLAZA S/C
	 	4404 LEMAY FERRY RD
	 	 	 	SAINT LOUIS
	 	MO
	 	63129-1758






36









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2001

	 	2029 W 7TH AVE
	 	 	 	 	 	CORSICANA
	 	TX
	 	75110-4959
	2003

	 	CAMP CREEK MARKETPLACE
	 	3662 MARKET PLACE BLVD
	 	STE 720
	 	EAST POINT
	 	GA
	 	30344-2027
	2004

	 	1813 N 1ST ST
	 	 	 	 	 	JACKSONVILLE
	 	AR
	 	72076-2858
	2007

	 	SOUTHERN HILLS MALL
	 	4400 SARGEANT RD
	 	SPACE 350
	 	SIOUX CITY
	 	IA
	 	51106-0000
	2009

	 	TARGET SC
	 	2610 S CHERRY LN
	 	 	 	FORT WORTH
	 	TX
	 	76116-3920
	2010

	 	2121 S BRAHMA
	 	 	 	 	 	KINGSVILLE
	 	TX
	 	78363-7106
	2011

	 	MILLINGTON SHPG CNTR
	 	8043 US HIGHWAY 51 N
	 	 	 	MILLINGTON
	 	TN
	 	38053-1730
	2012

	 	SAN FRANCISCO CENTER
	 	865 MARKET ST
	 	SUITE C-20
	 	SAN FRANCISCO
	 	CA
	 	94103-1918
	2015

	 	EMPIRE MALL
	 	3921 W 41ST ST
	 	 	 	SIOUX FALLS
	 	SD
	 	57106-0721
	2017

	 	2003 S MISSION ST
	 	 	 	 	 	MOUNT PLEASANT
	 	MI
	 	48858-4424
	2018

	 	6702 INDIANAPOLIS BLVD
	 	 	 	 	 	HAMMOND
	 	IN
	 	46324-1708
	2021

	 	3255 LAWRENCEVILLE SUWANEE RD NW
	 	 	 	STE C
	 	SUWANEE
	 	GA
	 	30024-0000
	2022

	 	TOWN AND COUNTRY SC
	 	701 N LEXINGTON SPRINGMILL RD
	 	 	 	MANSFIELD
	 	OH
	 	44906-1224
	2023

	 	MARKET SQUARE SHPG CNTR
	 	2206H S MARKET ST
	 	 	 	BRENHAM
	 	TX
	 	77833-5832
	2024

	 	3760 S DORT HWY
	 	 	 	 	 	FLINT
	 	MI
	 	48507-2051
	2027

	 	SILVERLAKE SHOPPING CENTER
	 	3101 SILVERLAKE VILLAGE DRIVE
	 	 	 	PEARLAND
	 	TX
	 	77584-8082
	2028

	 	GOLF PLAZA II
	 	1002 S ELMHURST RD
	 	 	 	MOUNT PROSPECT
	 	IL
	 	60056-4240
	2031

	 	ELDRIDGE CROSSING SHOPPING CENTER
	 	12637 FM 1960 RD W
	 	 	 	HOUSTON
	 	TX
	 	77065-4003
	2032

	 	CENTRAL MALL
	 	5111 ROGERS AVE
	 	SUITE 40X
	 	FORT SMITH
	 	AR
	 	72903-2047
	2033

	 	WALDEN PARK SHOPPING CENTER
	 	14005 N HWY 183
	 	SUITE 100
	 	AUSTIN
	 	TX
	 	78717-5954
	2035

	 	RUSHMORE MALL
	 	2112 N MAPLE AVE
	 	 	 	RAPID CITY
	 	SD
	 	57701-7813
	2036

	 	MANCHESTER MEADOWS SC
	 	13921 MANCHESTER ROAD
	 	 	 	MANCHESTER
	 	MO
	 	63011-4510
	2037

	 	ROCKWELL PLAZA
	 	7228 NORTHWEST HIGHWAY
	 	 	 	OKLAHOMA CITY
	 	OK
	 	73132-0000
	2038

	 	DARDENNE TOWN SQUARE
	 	7943 HIGHWAY N
	 	 	 	DARDENNE PRAIRIE
	 	MO
	 	63368-7382
	2039

	 	2200 OAKLAND AVE
	 	 	 	 	 	INDIANA
	 	PA
	 	15701-3385
	2040

	 	2097 S HIGHLAND AVE
	 	 	 	 	 	JACKSON
	 	TN
	 	38301-0000
	2041

	 	UNIVERSITY PLAZA
	 	401 N HIGHWAY 77 STE 20
	 	SPACE 4004
	 	WAXAHACHIE
	 	TX
	 	75165-1874
	2042

	 	MALL AT SIERRA VISTA
	 	2200 EL MERCADO LOOP
	 	SPACE 1184
	 	SIERRA VISTA
	 	AZ
	 	85635-5216
	2043

	 	IMPERIAL VALLEY MALL
	 	3451 S DOGWOOD AVE
	 	SUITE 1414
	 	EL CENTRO
	 	CA
	 	92243-9673
	2045

	 	ALVIN 6 CENTER
	 	1591 EAST HIGHWAY 6
	 	SUITE 106
	 	ALVIN
	 	TX
	 	77511-4600
	2048

	 	5950 STATE HWY 6
	 	SUTIE F
	 	 	 	MISSOURI CITY
	 	TX
	 	77459-0000
	2049

	 	NORTHTOWN MALL
	 	3131 FOREST LANE
	 	SPACE 403
	 	DALLAS
	 	TX
	 	75234-7783
	2051

	 	TARGET SUPER CENTER
	 	20811 HWY 59 UNIT A
	 	 	 	HUMBLE
	 	TX
	 	77338-2210
	2053

	 	GATEWAY CENTER
	 	1751 W HOWARD ST
	 	SUITE B
	 	CHICAGO
	 	IL
	 	60626-1626
	2054

	 	HILLCREST PLAZA S/C
	 	5010 OVERLAND RD
	 	 	 	BOISE
	 	ID
	 	83705-2632
	2055

	 	THE SHOPS AT MISSION VIEJO
	 	198 THE SHOPS AT MISSION VIEJO
	 	 	 	MISSION VIEJO
	 	CA
	 	92691-0000






37









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2057

	 	NORTH FOUNTAIN SC
	 	6344 S US HIGHWAY 85-87
	 	 	 	FOUNTAIN
	 	CO
	 	80817-1006
	2058

	 	FOREST WEST SHOPPING CENTER
	 	5375 ANTOINE DR
	 	 	 	HOUSTON
	 	TX
	 	77091-4909
	2059

	 	2090 W GRAND RIVER AVE
	 	 	 	 	 	OKEMOS
	 	MI
	 	48864-1707
	2060

	 	PORTERS COMMON SHOPPING CENTER
	 	3710 HWY 18
	 	SUITE H
	 	BLYTHEVILLE
	 	AR
	 	72315-6881
	2061

	 	MILLS PLAZA SHPG CNTR
	 	218 MILLS AVE
	 	 	 	LAS VEGAS
	 	NM
	 	87701-4125
	2062

	 	HEARTHSTONE CORNERS
	 	6142 STATE HWY 6 NORTH
	 	 	 	HOUSTON
	 	TX
	 	77084-1304
	2067

	 	3915 7TH ST
	 	 	 	 	 	BAY CITY
	 	TX
	 	77414-4513
	2068

	 	4685 PRESIDENTIAL PKWY
	 	 	 	SPACE PAD
	 	MACON
	 	GA
	 	31206-3153
	2069

	 	5150 SOUTHLAND BLVD
	 	 	 	 	 	SAN ANGELO
	 	TX
	 	76904-0000
	2071

	 	OLYMPIC GATEWAY
	 	1163 E WISHKAH ST
	 	 	 	ABERDEEN
	 	WA
	 	98520-4201
	2072

	 	WADSWORTH SC
	 	172 GREAT OAKS TRL
	 	 	 	WADSWORTH
	 	OH
	 	44281-9465
	2073

	 	RIVERVIEW SC
	 	3427 W COURT ST
	 	 	 	PASCO
	 	WA
	 	99301-3871
	2074

	 	2861 E BELTLINE PKY
	 	 	 	 	 	ALTON
	 	IL
	 	62002-4856
	2080

	 	KMART CENTER
	 	2575 S MAIN ST
	 	 	 	RICE LAKE
	 	WI
	 	54868-2931
	2081

	 	COLLEGE NORTH SC
	 	1907 N SAINT MARYS ST
	 	 	 	BEEVILLE
	 	TX
	 	78102-2428
	2082

	 	900 MERCHANT ST
	 	 	 	 	 	VACAVILLE
	 	CA
	 	95688-5316
	2084

	 	SOUTH PLAZA SHOPPING CENTER
	 	23111 EUREKA RD
	 	 	 	TAYLOR
	 	MI
	 	48180-5262
	2086

	 	FOUR CORNERS-ANGLETON
	 	1826 N VELASCO ST
	 	 	 	ANGLETON
	 	TX
	 	77515-3015
	2088

	 	ARROWHEAD MALL
	 	501 N MAIN ST
	 	SPACE 52
	 	MUSKOGEE
	 	OK
	 	74401-6348
	2089

	 	1060 N WICKHAM RD
	 	 	 	 	 	MELBOURNE
	 	FL
	 	32935-8937
	2090

	 	ALDERWOOD MALL
	 	3000 184TH STREET SW
	 	SPACE 392
	 	LYNNWOOD
	 	WA
	 	98037-0000
	2091

	 	PALM GROVE CENTER
	 	10010 ALABAMA ST
	 	SUITE A
	 	REDLANDS
	 	CA
	 	92374-2062
	2092

	 	CROSSROADS MARKET PLACE
	 	1957 WENTZVILLE PKWY
	 	SUITE 102
	 	WENTZVILLE
	 	MO
	 	63385-3424
	2096

	 	THE FORUM AT OLYMPIA
	 	8242 AGORA PKWY
	 	UNIT D-2
	 	SELMA
	 	TX
	 	78154-1304
	2099

	 	VENTURE STORES SC
	 	4707 E BANNISTER RD
	 	 	 	KANSAS CITY
	 	MO
	 	64137-1288
	2101

	 	308 W COMMERCE
	 	 	 	SPACE 22
	 	BROWNWOOD
	 	TX
	 	76801-1808
	2102

	 	BURNSVILLE CENTER
	 	1151 BURNSVILLE CTR
	 	 	 	BURNSVILLE
	 	MN
	 	55306-4438
	2103

	 	GAINESVILLE SHOPPING CENTER
	 	960 E HIGHWAY 82
	 	 	 	GAINESVILLE
	 	TX
	 	76240-2720
	2105

	 	MARYSVILLE KMART PLAZA
	 	9623 STATE AVE
	 	 	 	MARYSVILLE
	 	WA
	 	98270-2257
	2106

	 	RIVER PARKWAY PLAZA
	 	215 FORKS OF THE RIVER PKY
	 	SUITE 1
	 	SEVIERVILLE
	 	TN
	 	37862-3418
	2107

	 	PLATTE RIVER AMLL
	 	1100 S DEWEY ST
	 	 	 	NORTH PLATTE
	 	NE
	 	69101-6161
	2108

	 	LAKESIDE TOWN SHOPS
	 	5840 S UNIVERSITY DR
	 	SUITE 101
	 	DAVIE
	 	FL
	 	33328-6117
	2109

	 	CUDAHY PLAZA
	 	7913 ATLANTIC
	 	 	 	CUDAHY
	 	CA
	 	90201-5710
	2111

	 	1777 SW LOOP 410
	 	 	 	 	 	SAN ANTONIO
	 	TX
	 	78227-1679
	2114

	 	PLAZA DEL SOL
	 	2201 AVENUE F
	 	 	 	DEL RIO
	 	TX
	 	78840-3120
	2115

	 	KMART SC
	 	3565 INDUSTRIAL DR
	 	 	 	SANTA ROSA
	 	CA
	 	95403-2012






38









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2116

	 	KING PLAZA
	 	1374 E COURT ST
	 	 	 	SEGUIN
	 	TX
	 	78155-5131
	2117

	 	1503 3RD AVE
	 	 	 	 	 	NEW YORK
	 	NY
	 	10032-0000
	2118

	 	1435 N MITCHELL ST
	 	 	 	 	 	CADILLAC
	 	MI
	 	49601-1128
	2122

	 	NEWPORT S/C
	 	1717 MONMOUTH ST
	 	 	 	NEWPORT
	 	KY
	 	41071-2635
	2124

	 	WHITEHALL SC
	 	8156 S TRYON ST
	 	SUITE G
	 	CHARLOTTE
	 	NC
	 	28273-0000
	2125

	 	EASTGATE SC
	 	2400 BELLMEAD DR
	 	 	 	BELLMEAD
	 	TX
	 	76705-3264
	2126

	 	WALNUT SQUARE SC
	 	604 S WALNUT AVE
	 	SUITE 400
	 	NEW BRAUNFELS
	 	TX
	 	78130-5723
	2127

	 	7414 UNIVERSITY BLVD
	 	SUITE 112
	 	 	 	WINTER PARK
	 	FL
	 	32792-8881
	2128

	 	1813 SOUTH PADRE ISLAND DRIVE
	 	 	 	 	 	CORPUS CHRISTI
	 	TX
	 	78416-1340
	2129

	 	2042 CROCKETT RD
	 	 	 	 	 	PALESTINE
	 	TX
	 	75801-5908
	2130

	 	PERU MALL
	 	26 PERU MALL
	 	SUITE G4
	 	PERU
	 	IL
	 	61354-1029
	2132

	 	2664 DEMORY LANE
	 	 	 	 	 	ARANSAS PASS
	 	TX
	 	78336-0000
	2133

	 	TRINITY VALLEY SHPG CNTR
	 	2630 N JOSEY LN STE 101
	 	 	 	CARROLLTON
	 	TX
	 	75007-5541
	2134

	 	800 E ROLLINS RD
	 	 	 	 	 	ROUND LAKE
	 	IL
	 	60073-2245
	2135

	 	SCOTTSDALE S/C
	 	8055 S CICERO AVE
	 	 	 	CHICAGO
	 	IL
	 	60652-2003
	2136

	 	MISSION VALLEY CENTER
	 	1640 CAMINO DEL RIO
	 	SUITE 129
	 	SAN DIEGO
	 	CA
	 	92108-1506
	2140

	 	1064 FM 802
	 	 	 	 	 	BROWNSVILLE
	 	TX
	 	78526-1565
	2145

	 	6096 BROADWAY
	 	 	 	 	 	MERRILLVILLE
	 	IN
	 	46410-2620
	2146

	 	COUNTRY CLUB VILLAGE
	 	1105 COUNTRY CLUB DR
	 	 	 	MADERA
	 	CA
	 	93638-1537
	2147

	 	LOUETTA CROSSING
	 	20530 I 45 NORTH
	 	SUITE A
	 	SPRING
	 	TX
	 	77373-2931
	2148

	 	E ANAHEIM SHOPPING CENTER
	 	2236 E LINCOLN AVE
	 	 	 	ANAHEIM
	 	CA
	 	92806-4107
	2149

	 	SANTA MARIA SC
	 	1427 S BROADWAY
	 	 	 	SANTA MARIA
	 	CA
	 	93454-6913
	2150

	 	PALOUSE EMPIRE MALL
	 	1996 W PULLMAN RD
	 	 	 	MOSCOW
	 	ID
	 	83843-4013
	2153

	 	KIRKWOOD COMMONS
	 	1050 S KIRKWOOD RD
	 	 	 	KIRKWOOD
	 	MO
	 	63122-7224
	2155

	 	FAIRWAY CENTRE
	 	5765 FAIRMONT PKWY
	 	 	 	PASADENA
	 	TX
	 	77504-0000
	2158

	 	SOUTHGATE CENTER
	 	20980 LIBBY RD
	 	 	 	MAPLE HEIGHTS
	 	OH
	 	44137-2931
	2159

	 	HILLCREST SHOPPING CENTER
	 	1701 N LARKIN AVE
	 	SUITE B3
	 	CREST HILL
	 	IL
	 	60403-9731
	2161

	 	TRULY PLAZA SHOPPING CENTER
	 	114 TRULY PLAZA
	 	 	 	CLEVELAND
	 	TX
	 	77327-4889
	2162

	 	3418 HIGHWAY 6 SOUTH
	 	SUITE A
	 	 	 	HOUSTON
	 	TX
	 	77082-4204
	2164

	 	MOHAVE PLAZA
	 	3352 E ANDY DEVINE AVE # US66
	 	 	 	KINGMAN
	 	AZ
	 	86401-3704
	2168

	 	WEST OAKS PLAZA SHPG CNTR #G-7
	 	43484 W OAKS DR
	 	 	 	NOVI
	 	MI
	 	48377-3307
	2169

	 	FREMONT PLAZA
	 	845 E 23RD ST
	 	 	 	FREMONT
	 	NE
	 	68025-2444
	2171

	 	GALLERIA DALLAS
	 	13350 DALLAS PKWY
	 	SUITE 3270
	 	DALLAS
	 	TX
	 	75240-6658
	2172

	 	6175 OLD NATIONAL HWY
	 	SUITE 190
	 	 	 	ATLANTA
	 	GA
	 	30349-4366
	2173

	 	522 SOUTH 1750 WEST 554
	 	 	 	 	 	SPRINGVILLE
	 	UT
	 	84663-0000
	2174

	 	400 N 7TH HIGHWAY
	 	 	 	 	 	BLUE SPRINGS
	 	MO
	 	64014-3854






39









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2175

	 	PLAZA DE FLORES
	 	700 N ZARAGOZA RD
	 	 	 	EL PASO
	 	TX
	 	79907-4735
	2178

	 	RIVER CITY MARKET PLACE
	 	13249 CITY SQUARE DR
	 	SUITE 103
	 	JACKSONVILLE
	 	FL
	 	32218-7239
	2179

	 	3210 SYCAMORE SCHOOL RD
	 	 	 	 	 	FORT WORTH
	 	TX
	 	76133-5602
	2182

	 	ARGYLE SQUARE
	 	25699 A SW ARGYLE AVE
	 	 	 	WILSONVILLE
	 	OR
	 	97070-0000
	2183

	 	306 ROUTE 9 NORTH
	 	 	 	 	 	WOODBRIDGE
	 	NJ
	 	07095-1004
	2184

	 	ATLANTIC BUSINESS CENTER
	 	2283 SW 2ND ST
	 	 	 	POMPANO BEACH
	 	FL
	 	33069-3101
	2185

	 	729 KING ST
	 	SUITE 100
	 	 	 	LAYTON
	 	UT
	 	84041-4672
	2186

	 	BUTTERFIELD STAGE SQUARE
	 	700 N MAIN ST
	 	 	 	CORONA
	 	CA
	 	92880-1439
	2187

	 	PARLIAMENT PLAZA
	 	11547 WEST AVE
	 	 	 	SAN ANTONIO
	 	TX
	 	78213-1343
	2188

	 	WHARTON PLAZA
	 	327 E BOLING HWY
	 	 	 	WHARTON
	 	TX
	 	77488-3240
	2189

	 	CALHOUN PLAZA SHPG CNTR
	 	305 CALHOUN PLZ
	 	 	 	PORT LAVACA
	 	TX
	 	77979-2421
	2191

	 	BRANSON LANDING
	 	415 BRANSON LANDING
	 	 	 	BRANSON
	 	MO
	 	65616-0000
	2193

	 	GALLATIN VALLEY MALL
	 	2825 W MAIN ST
	 	SUITE 3B
	 	BOZEMAN
	 	MT
	 	59718-3927
	2197

	 	NASSAU PARK PAVILION
	 	660 NASSAU PARK BLVD
	 	 	 	PRINCETON
	 	NJ
	 	08540-5949
	2200

	 	MIDTOWN PLAZA
	 	967 ANN ST
	 	 	 	MONTGOMERY
	 	AL
	 	36107-2901
	2201

	 	NEW FOREST CROSSING
	 	5915 E SAM HOUSTON PKWY NORTH
	 	 	 	HOUSTON
	 	TX
	 	77049-2506
	2202

	 	4605 AVENUE H
	 	 	 	 	 	ROSENBERG
	 	TX
	 	77471-2003
	2203

	 	21212 KUYKENDAHL
	 	UNIT K
	 	 	 	SPRING
	 	TX
	 	77388-0000
	2205

	 	MALL OF LOUISIANA
	 	6401 BLUEBONNET BLVD
	 	SUITE 2200
	 	BATON ROUGE
	 	LA
	 	70836-2200
	2206

	 	CLOVIS COMMONS SC
	 	635 W HERNDON AVE
	 	SUITE 500
	 	CLOVIS
	 	CA
	 	93612-0196
	2208

	 	254 5TH AVE WEST N
	 	 	 	 	 	KALISPELL
	 	MT
	 	59901-3806
	2209

	 	NORTHPOINTE CENTER
	 	3871 GORSKY DRIVE
	 	SUITE 43
	 	ZANESVILLE
	 	OH
	 	43701-6429
	2210

	 	MESA MALL
	 	2424 HIGHWAY 6 AND 50
	 	SPACE 504
	 	GRAND JUNCTION
	 	CO
	 	81505-1115
	2211

	 	ROUND ROCK WEST S/C
	 	1110 N I H 35
	 	SUITE G
	 	ROUND ROCK
	 	TX
	 	78681-4203
	2212

	 	PARAMOUNT RETAIL CENTER
	 	14525 E LAKEWOOD BLVD
	 	 	 	PARAMOUNT
	 	CA
	 	90723-3644
	2213

	 	JOSHUA VILLAGE SC
	 	57990 29 PALMS HWY
	 	 	 	YUCCA VALLEY
	 	CA
	 	92284-5878
	2214

	 	TRI COUNTY SHOPPING CENTER
	 	5580 FM 3009
	 	SUITE 100
	 	SCHERTZ
	 	TX
	 	78154-3207
	2216

	 	WALGREENS AND 3 SHOPS
	 	6125 N BROADWAY ST
	 	 	 	CHICAGO
	 	IL
	 	60660-2501
	2218

	 	EL PUEBLO S/C
	 	217 E EXPRESSWAY 83
	 	 	 	MISSION
	 	TX
	 	78572-5558
	2221

	 	WATERTOWN MALL
	 	1300 9TH AVE SE
	 	 	 	WATERTOWN
	 	SD
	 	57201-5399
	2223

	 	NORTHGATE CENTER
	 	2345 N MAIN ST
	 	 	 	LIBERTY
	 	TX
	 	77575-3901
	2224

	 	NORTHEAST TOWERS
	 	4640 ROOSEVELT BLVD
	 	SUITE B
	 	PHILADELPHIA
	 	PA
	 	19124-2300
	2225

	 	2511 GRAND AVE
	 	 	 	 	 	WAUKEGAN
	 	IL
	 	60085-3316
	2226

	 	SOUTHFIELD PLAZA
	 	8741 S HARLEM AVE
	 	SPACE C-6
	 	BRIDGEVIEW
	 	IL
	 	60455-1905
	2228

	 	760 W VALENCIA RD
	 	 	 	 	 	TUCSON
	 	AZ
	 	85706-7644
	2229

	 	KMART CENTER
	 	495 N STATE ST
	 	 	 	OREM
	 	UT
	 	84057-3801






40









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2230

	 	SAWGRASS MILLS
	 	12801 W SUNRISE BLVD
	 	SUITE 925
	 	SUNRISE
	 	FL
	 	33323-4019
	2232

	 	1413 1ST ST S
	 	 	 	 	 	WILLMAR
	 	MN
	 	56201-4221
	2235

	 	26135 MISSION BLVD
	 	 	 	 	 	HAYWARD
	 	CA
	 	94544-3028
	2236

	 	NORTH AURORA TOWNE CENTER
	 	1740 ORCHARD GATEWAY BLVD
	 	SPACE 103
	 	NORTH AURORA
	 	IL
	 	60542-6502
	2237

	 	16 W BIRCH ST
	 	 	 	 	 	CALEXICO
	 	CA
	 	92231-2317
	2238

	 	7661 N LINDBERGH BLVD
	 	 	 	 	 	HAZELWOOD
	 	MO
	 	63042-2124
	2239

	 	4155 N 56TH ST
	 	SUITE 301
	 	 	 	MILWAUKEE
	 	WI
	 	53216-2122
	2240

	 	COTTONWOOD MALL
	 	4835 HIGHLAND DR
	 	SPACE 1117
	 	SALT LAKE CITY
	 	UT
	 	84117-6013
	2241

	 	2671 W MAIN ST
	 	 	 	 	 	SNELLVILLE
	 	GA
	 	30078-3161
	2242

	 	ROSEMEAD PLAZA
	 	3014 SAN GABRIEL BLVD
	 	 	 	ROSEMEAD
	 	CA
	 	91770-2536
	2243

	 	11151 S MICHIGAN AVE # 53
	 	 	 	 	 	CHICAGO
	 	IL
	 	60628-4322
	2247

	 	1122 MAIN ST
	 	 	 	 	 	DELANO
	 	CA
	 	93215-1734
	2249

	 	SUNNY SIDE SHOPPES
	 	5845 SUNNY SIDE RD
	 	SUITE 100/200
	 	INDIANAPOLIS
	 	IN
	 	46235-8400
	2250

	 	696 E 104TH AVE
	 	 	 	 	 	DENVER
	 	CO
	 	80233-4104
	2253

	 	390 E HOLT AVE
	 	 	 	 	 	POMONA
	 	CA
	 	91767-5538
	2258

	 	VICTORY VILLAGE CENTER
	 	280 E LAKE MEADE DR
	 	SUITE B
	 	HENDERSON
	 	NV
	 	89015-5593
	2262

	 	2769 CHASTAIN MEADOWS PARKWAY
	 	SUITE 140
	 	 	 	MARIETTA
	 	GA
	 	30066-3361
	2263

	 	EAGLE ROCK PLAZA
	 	2700 COLORADO BLVD
	 	SPACE 108
	 	LOS ANGELES
	 	CA
	 	90041-1099
	2265

	 	CENTER AT SULPHUR SPRINGS
	 	1402 MOCKINGBIRD LN
	 	 	 	SULPHUR SPRINGS
	 	TX
	 	75482-6006
	2267

	 	2400 SAUNDERS AVE
	 	 	 	 	 	LAREDO
	 	TX
	 	78040-3235
	2268

	 	2270 MAIN STREET NW
	 	SUITE F
	 	 	 	LOS LUNAS
	 	NM
	 	87031-0000
	2270

	 	BASSE/BLANCO CENTER
	 	4414 BLANCO RD
	 	 	 	SAN ANTONIO
	 	TX
	 	78212-1046
	2271

	 	GALVEZ SHOPPING CENTER
	 	6228 BROADWAY
	 	SUITE O
	 	GALVESTON
	 	TX
	 	77551-1031
	2272

	 	2814 S 108TH ST
	 	 	 	 	 	WEST ALLIS
	 	WI
	 	53227-3224
	2273

	 	SOUTHPARK MALL
	 	901 11TH ST SW
	 	 	 	SPENCER
	 	IA
	 	51301-5500
	2274

	 	PARADISE PLAZA
	 	2229 ODDIE BLVD
	 	 	 	SPARKS
	 	NV
	 	89431-7573
	2275

	 	MITCHELL PARK SHOPPING CENTER
	 	815 S LAYTON BLVD
	 	 	 	MILWAUKEE
	 	WI
	 	53215-1289
	2277

	 	DEANZA COUNTRY PLAZA
	 	7830 LIMONITE AVE # 32
	 	 	 	RIVERSIDE
	 	CA
	 	92509-5360
	2278

	 	4935 W COMMERCE ST
	 	 	 	 	 	SAN ANTONIO
	 	TX
	 	78237-1508
	2283

	 	1150 W HENDERSON AVE
	 	 	 	 	 	PORTERVILLE
	 	CA
	 	93257-1453
	2284

	 	SOLANO MALL
	 	1350 TRAVIS BLVD
	 	SPACE 1386A
	 	FAIRFIELD
	 	CA
	 	94533-0000
	2288

	 	WESTFIELD WEST PARK
	 	3049 WILLIAMS ST
	 	SUITE 197
	 	CAPE GIRARDEAU
	 	MO
	 	63703-6340
	2290

	 	434 E CHARTER WAY
	 	 	 	 	 	STOCKTON
	 	CA
	 	95206-1435
	2291

	 	2800 N MILWAUKEE AVE
	 	 	 	 	 	CHICAGO
	 	IL
	 	60618-7401
	2292

	 	GATEWAY SHOPPING CENTER
	 	15161 U S HWY 19 SOUTH
	 	 	 	THOMASVILLE
	 	GA
	 	31792-4853
	2293

	 	9047 S COMMERCIAL AVE
	 	 	 	 	 	CHICAGO
	 	IL
	 	60617-4304






41









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2294

	 	4024 W NORTH AVE
	 	 	 	 	 	CHICAGO
	 	IL
	 	60639-5204
	2296

	 	WEATHERFORD COMMONS
	 	1940 SOUTH MAIN BUILDING C
	 	 	 	WEATHERFORD
	 	TX
	 	76086-0000
	2297

	 	BEACH STREET COMMONS
	 	3869 MAURICE AVE
	 	SUITE 101
	 	FORT WORTH
	 	TX
	 	76111-0000
	2299

	 	ATHENS CENTER
	 	1111 E TYLER ST
	 	SUITE 121
	 	ATHENS
	 	TX
	 	75751-2182
	2300

	 	806 N CAGE BLVD
	 	 	 	 	 	PHARR
	 	TX
	 	78577-3106
	2301

	 	DENTON TOWN CROSSING
	 	1719 S LOOP 288
	 	SUITE 170
	 	DENTON
	 	TX
	 	76205-4623
	2302

	 	2642 SW 29TH ST
	 	 	 	 	 	OKLAHOMA CITY
	 	OK
	 	73119-1804
	2303

	 	MARYVILLE S/C
	 	1804 S MAIN ST
	 	 	 	MARYVILLE
	 	MO
	 	64468-2616
	2304

	 	LOMPOC CORNERS SHOPPING CENTER
	 	663 W CENTRAL AVE
	 	 	 	LOMPOC
	 	CA
	 	93436-2837
	2306

	 	ELKHART MARKET CENTRE
	 	4024 GOSHEN RD
	 	SUITE 8
	 	GOSHEN
	 	IN
	 	46526-5802
	2309

	 	CERMAK PLAZA
	 	7097 CERMAK RD
	 	 	 	BERWYN
	 	IL
	 	60402-2137
	2311

	 	HICKORY RIDGE CROSSING S/C
	 	3625 HICKORY HILL RD
	 	 	 	MEMPHIS
	 	TN
	 	38115-5010
	2312

	 	4316 CAMP ROBINSON RD
	 	 	 	 	 	NORTH LITTLE ROCK
	 	AR
	 	72118-4612
	2314

	 	DELCO PLAZA
	 	8802 COLERAIN AVE
	 	 	 	CINCINNATI
	 	OH
	 	45251-2920
	2315

	 	WESTERN SPRINGS SC
	 	2587 S 177 PLAZA
	 	 	 	OMAHA
	 	NE
	 	68130-0000
	2316

	 	LEGACY VILLAGE
	 	2156 E BASELINE RD
	 	 	 	PHOENIX
	 	AZ
	 	85042-7031
	2317

	 	HEMET VALLEY CENTER
	 	3541 W FLORIDA AVE
	 	 	 	HEMET
	 	CA
	 	92545-3564
	2319

	 	SOUTHERN PLAZA
	 	825 W SOUTHERN AVE
	 	SUITE 100
	 	PHOENIX
	 	AZ
	 	85041-4705
	2320

	 	179 W SOUTH ST
	 	 	 	 	 	KEWANEE
	 	IL
	 	61443-3741
	2321

	 	1020 SW MILITARY DR
	 	 	 	 	 	SAN ANTONIO
	 	TX
	 	78221-1569
	2325

	 	THE MALL WEST END
	 	861 RALPH DAVID ABERNATHY BLVD SW
	 	 	 	ATLANTA
	 	GA
	 	30310-1828
	2326

	 	SIX CORNER PLAZA
	 	3951 N CICERO AVE
	 	 	 	CHICAGO
	 	IL
	 	60641-2710
	2327

	 	ROSEVILLE MARKETPLACE
	 	10431 FAIRWAY DRIVE 100
	 	 	 	ROSEVILLE
	 	CA
	 	95678-1987
	2328

	 	AMERAGE HEIGHTS TOWN CETNER
	 	1895 W MALVERN
	 	 	 	FULLERTON
	 	CA
	 	92833-0000
	2329

	 	CORDOVA VILLAGE SC
	 	10697 FOLSOM BLVD
	 	 	 	RANCHO CORDOVA
	 	CA
	 	95670-4828
	2330

	 	2336 CEASER E CHAVEZ AVE
	 	 	 	 	 	LOS ANGELES
	 	CA
	 	90033-1811
	2333

	 	VANCOUVER MALL
	 	8700 NE VANCOUVER MALL DR
	 	SUITE 159
	 	VANCOUVER
	 	WA
	 	98662-6750
	2335

	 	K MART CENTER
	 	8489 AUBURN BLVD
	 	 	 	CITRUS HEIGHTS
	 	CA
	 	95610-0313
	2337

	 	1304 JUNCTION HWY
	 	SUITE 400
	 	 	 	KERRVILLE
	 	TX
	 	78028-4807
	2338

	 	CHAPEL HILLS MALL
	 	1710 BRIARGATE BLVD
	 	SUIE 401
	 	COLORADO SPRINGS
	 	CO
	 	80920-3449
	2339

	 	5616 W VERNOR HWY
	 	 	 	 	 	DETROIT
	 	MI
	 	48209-2158
	2340

	 	3030 HARBOR BLVD
	 	 	 	 	 	COSTA MESA
	 	CA
	 	92626-2562
	2341

	 	1380 S PROVIDENCE CENTER DRIVE
	 	SPACE A
	 	 	 	CEDAR CITY
	 	UT
	 	84720-1891
	2342

	 	3410 E 14TH ST
	 	 	 	 	 	OAKLAND
	 	CA
	 	94601-3036
	2343

	 	BANDERA CENTER
	 	904 BANDERA RD
	 	 	 	SAN ANTONIO
	 	TX
	 	78228-4923
	2344

	 	5984 DAHLIA
	 	 	 	 	 	COMMERCE CITY
	 	CO
	 	80022-0000






42









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2345

	 	PHEASANT HILL PLAZA
	 	263 S BOLINGBROOK DR
	 	 	 	BOLINGBROOK
	 	IL
	 	60440-2931
	2349

	 	4742 S ASHLAND AVE
	 	 	 	 	 	CHICAGO
	 	IL
	 	60609-4231
	2350

	 	SAWYER HEIGHTS VILLAGE
	 	1901 TAYLOR ST
	 	SUITE B
	 	HOUSTON
	 	TX
	 	77007-0000
	2352

	 	SPRECKLES PARK
	 	297 COMMERCE AVE
	 	 	 	MANTECA
	 	CA
	 	95336-5061
	2353

	 	TULSA MEMORIAL SHOPPING CENTER
	 	10846 SOUTH MEMORIAL
	 	SUITE 103
	 	TULSA
	 	OK
	 	74133-0000
	2354

	 	9839 DYER ST
	 	 	 	 	 	EL PASO
	 	TX
	 	79924-4722
	2355

	 	4501 MAPLE AVE
	 	 	 	 	 	DALLAS
	 	TX
	 	75219-1830
	2356

	 	WESTGATE SHOPPING CENTER
	 	1933 DAVIS STREET
	 	 	 	SAN LEANDRO
	 	CA
	 	94577-1260
	2358

	 	ONTARIO MARKETPLACE
	 	203 E LANE NORTH
	 	SUITE 1
	 	ONTARIO
	 	OR
	 	97914-3061
	2359

	 	3172 E TULARE AVE
	 	 	 	 	 	FRESNO
	 	CA
	 	93702-2725
	2362

	 	EDEN PRAIRIE CENTER
	 	125 EDEN PRAIRIE CENTER
	 	SPACE 2216
	 	EDEN PRAIRIE
	 	MN
	 	55344-0000
	2363

	 	BALDWIN PARK MARKETPLACE
	 	14460 MERCED AVE
	 	SUITE 130
	 	BALDWIN PARK
	 	CA
	 	91706-5143
	2364

	 	PINE RIDGE MALL
	 	4155 YELLOWSTONE AVE # 182
	 	 	 	CHUBBUCK
	 	ID
	 	83202-2452
	2365

	 	PINEBOROUGH S/C
	 	1501 W CHURCH
	 	SUITE 500
	 	LIVINGSTON
	 	TX
	 	77351-3076
	2366

	 	MEMORIAL CITY MALL
	 	900 GESSNER RD
	 	SUITE 219
	 	HOUSTON
	 	TX
	 	77024-2505
	2368

	 	SOUTHBAY PAVILLION
	 	20700 AVALON BLVD STE 301
	 	 	 	CARSON
	 	CA
	 	90746-3734
	2369

	 	OAK LAWN
	 	4101 W 95TH ST
	 	 	 	OAK LAWN
	 	IL
	 	60453-3587
	2371

	 	THE LANDING MALL
	 	1126 E MEYER BLVD
	 	 	 	KANSAS CITY
	 	MO
	 	64131-1205
	2372

	 	4301 AVENUE OF THE CITIES
	 	 	 	 	 	MOLINE
	 	IL
	 	61265-4547
	2374

	 	ANIMAS VALLEY MALL
	 	4601 E MAIN ST
	 	SUITE 450
	 	FARMINGTON
	 	NM
	 	87402-8667
	2375

	 	2416 W MASON ST
	 	 	 	SPACE 105
	 	GREEN BAY
	 	WI
	 	54303-0000
	2377

	 	2927 NOGALITOS
	 	 	 	 	 	SAN ANTONIO
	 	TX
	 	78225-1924
	2378

	 	MCCRELESS CORNER
	 	3602 S NEW BRAUNFELS AVE
	 	 	 	SAN ANTONIO
	 	TX
	 	78223-1460
	2381

	 	CABRILLO CENTER
	 	1423 FREEDOM BLVD
	 	 	 	WATSONVILLE
	 	CA
	 	95076-2742
	2382

	 	TEL-HURON PLAZA
	 	41 S TELEGRAPH RD
	 	 	 	PONTIAC
	 	MI
	 	48341-1580
	2389

	 	GATEWAY PLAZA
	 	13342 TELEGRAPH RD
	 	 	 	SANTA FE SPRINGS
	 	CA
	 	90670-4016
	2390

	 	6535 WOODWARD AVE
	 	 	 	 	 	DETROIT
	 	MI
	 	48202-3239
	2391

	 	EAST RIDGE MALL
	 	601 SE WYOMING BLVD STE 104
	 	 	 	CASPER
	 	WY
	 	82609-4204
	2392

	 	KENNEWICK PLAZA
	 	2817 W KENNEWICK AVE
	 	 	 	KENNEWICK
	 	WA
	 	99336-2927
	2393

	 	3401 W LAWRENCE AVE
	 	 	 	 	 	CHICAGO
	 	IL
	 	60625-5103
	2394

	 	10536 S EWING AVE
	 	 	 	 	 	CHICAGO
	 	IL
	 	60617-6219
	2396

	 	VENTURE SHOPPING CENTER
	 	11440 S HALSTED ST
	 	 	 	CHICAGO
	 	IL
	 	60628-5202
	2399

	 	FIESTA MART SHOPPING CENTER
	 	611 W JEFFERSON
	 	SUITE 103
	 	DALLAS
	 	TX
	 	75208-4817
	2400

	 	SANDY MALL
	 	824 E 9400 S
	 	 	 	SANDY
	 	UT
	 	84094-3653
	2402

	 	COMPTON TOWNE CTR
	 	186 E COMPTON BLVD
	 	 	 	COMPTON
	 	CA
	 	90220-2411
	2403

	 	BRENTWOOD CENTER
	 	2099 S FEDERAL BLVD
	 	 	 	DENVER
	 	CO
	 	80219-5429






43









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2404

	 	11330 GRATIOT AVE
	 	 	 	 	 	DETROIT
	 	MI
	 	48213-1336
	2405

	 	SAN MAR PLAZA
	 	929 HIGHWAY 80
	 	 	 	SAN MARCOS
	 	TX
	 	78666-8133
	2406

	 	10801 HAWTHORNE BLVD
	 	 	 	 	 	LENNOX
	 	CA
	 	90304-2319
	2412

	 	11003 1/2 MARKET STREET RD
	 	 	 	 	 	HOUSTON
	 	TX
	 	77029-2336
	2416

	 	612 S BROADWAY
	 	 	 	 	 	LOS ANGELES
	 	CA
	 	90014-1807
	2418

	 	1 S PULASKI RD
	 	 	 	 	 	CHICAGO
	 	IL
	 	60624-2815
	2419

	 	LINCOLN MALL
	 	622 GEORGE WASHINGTON HWY
	 	SUITE A03
	 	LINCOLN
	 	RI
	 	02865-0000
	2422

	 	PINE TREE PLAZA
	 	4311 E LINCOLNWAY
	 	SUITE J
	 	STERLING
	 	IL
	 	61081-7619
	2423

	 	2225 N SHEPHERD DR
	 	 	 	 	 	HOUSTON
	 	TX
	 	77008-1953
	2425

	 	998 W WILL ROGERS BLVD
	 	 	 	 	 	CLAREMORE
	 	OK
	 	74017-5417
	2428

	 	CENTERPLACE OF GREELEY
	 	4530 CENTERPLACE DRIVE
	 	SUITE 372
	 	GREELEY
	 	CO
	 	80634-3747
	2430

	 	2740 MISSION ST
	 	 	 	 	 	SAN FRANCISCO
	 	CA
	 	94110-3104
	2434

	 	712 E ALISAL ST
	 	 	 	 	 	SALINAS
	 	CA
	 	93905-2604
	2436

	 	9417 MESA
	 	SUITE E
	 	 	 	HOUSTON
	 	TX
	 	77028-1202
	2437

	 	CENTER CITY SHPG CNTR
	 	152 N AVALON ST
	 	 	 	MEMPHIS
	 	TN
	 	38104-2408
	2439

	 	13 N GROESBECK HWY
	 	 	 	 	 	CLINTON TOWNSHIP
	 	MI
	 	48036-1465
	2440

	 	ADDISON MALL
	 	2909 W ADDISON ST
	 	 	 	CHICAGO
	 	IL
	 	60618-4635
	2441

	 	ROSEBURG VALLEY MALL
	 	1444 NW GARDEN VALLEY BLVD SUITE 190
	 	SUITE 190
	 	ROSEBURG
	 	OR
	 	97470-6056
	2442

	 	1985 E SANTA FE ST
	 	 	 	 	 	OLATHE
	 	KS
	 	66062-1610
	2443

	 	NEILSON SQUARE
	 	3514 W GARRIOTT RD
	 	SPACE B-18
	 	ENID
	 	OK
	 	73703-4909
	2444

	 	BATTLEFIELD MALL
	 	2825 S GLENSTONE AVE
	 	SPACE I-7
	 	SPRINGFIELD
	 	MO
	 	65804-3732
	2446

	 	62 E DERENNE AVE
	 	 	 	 	 	SAVANNAH
	 	GA
	 	31405-6712
	2450

	 	LINCOLN VILLAGE
	 	6191 N LINCOLN AVE
	 	 	 	CHICAGO
	 	IL
	 	60659-2313
	2451

	 	SPENCER AT EAST BLVD
	 	9001 SPENCER HIGHWAY
	 	SPACE G
	 	LA PORTE
	 	TX
	 	77571-3897
	2452

	 	OLES SC
	 	12845 SHERMAN WAY
	 	 	 	NORTH HOLLYWOOD
	 	CA
	 	91605-5034
	2453

	 	PORTERWOOD SHOPPING CENTER
	 	23741 HWY 59
	 	SUITE 18
	 	PORTER
	 	TX
	 	77365-5389
	2454

	 	2640 METROPOLITIAN PARKEWYA
	 	SW C
	 	 	 	ATLANTA
	 	GA
	 	30315-5922
	2455

	 	SOUTHPOINT S/C
	 	1213 S. MAIN UNIT 217
	 	 	 	SIKESTON
	 	MO
	 	63801-9377
	2456

	 	DUNN CENTER
	 	11225 W FLORISSANT AVE
	 	 	 	FLORISSANT
	 	MO
	 	63033-6742
	2458

	 	4930 DELMAR BLVD
	 	 	 	 	 	SAINT LOUIS
	 	MO
	 	63108-1615
	2459

	 	PASADENA TOWN SQUARE
	 	260 PASADENA TOWN SQUARE MALL
	 	 	 	PASADENA
	 	TX
	 	77506-4842
	2461

	 	11207 W 63RD ST
	 	 	 	 	 	SHAWNEE
	 	KS
	 	66203-3333
	2462

	 	STONEBROOK PLAZA
	 	3227 W 115TH ST
	 	 	 	MERRIONETTE PARK
	 	IL
	 	60803-4555
	2464

	 	5808 BERGENLINE AVE
	 	 	 	 	 	WEST NEW YORK
	 	NJ
	 	07093-1231
	2465

	 	FOX HILLS MALL
	 	221 FOX HILLS MALL
	 	 	 	CULVER CITY
	 	CA
	 	90230-6403
	2468

	 	ESPLANADE SC
	 	181 W ESPLANADE DR
	 	 	 	OXNARD
	 	CA
	 	93030-0000






44









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2470

	 	805 BROAD ST
	 	 	 	 	 	NEWARK
	 	NJ
	 	07102-2803
	2472

	 	11611 DEXTER AVE
	 	 	 	 	 	DETROIT
	 	MI
	 	48206-1427
	2473

	 	CALIFORNIA OAKS PLAZA
	 	41038 CALIFORNIA OAKS RD
	 	 	 	MURRIETA
	 	CA
	 	92562-0000
	2475

	 	WESTWOOD SHOPPING CENTER
	 	2600 SW BARTON ST
	 	SUITE C1
	 	SEATTLE
	 	WA
	 	98126-3952
	2477

	 	OTTO SQUARE
	 	3534 NATIONAL AVE
	 	 	 	SAN DIEGO
	 	CA
	 	92113-3114
	2478

	 	CHARLESTON TOWN CENTER
	 	2002 CHARLESTON TOWN CENTER
	 	 	 	CHARLESTON
	 	WV
	 	25389-0006
	2480

	 	EASTGATE SHOPPING CENTER
	 	26350 GRATIOT AVENUE
	 	 	 	ROSEVILLE
	 	MI
	 	48066-5106
	2481

	 	5607 W BELMONT AVE
	 	 	 	 	 	CHICAGO
	 	IL
	 	60634-5302
	2483

	 	LORAIN PLAZA S/C
	 	1123 MEISTER RD
	 	 	 	LORAIN
	 	OH
	 	44052-5111
	2484

	 	PADDISON SQUARE
	 	12431 S NORWALK BLVD
	 	SUITE F
	 	NORWALK
	 	CA
	 	90650-2040
	2485

	 	COLLINS SQUARE
	 	2131 S COLLINS ST
	 	 	 	ARLINGTON
	 	TX
	 	76010-8536
	2488

	 	ST GEORGE COMMERCIAL CENTER
	 	755 S BLUFF ST
	 	 	 	SAINT GEORGE
	 	UT
	 	84770-3560
	2489

	 	EVANSVILLE PAVILION
	 	6501 E LLOYD EXPRESSWAY
	 	SP 23
	 	EVANSVILLE
	 	IN
	 	47715-4104
	2493

	 	361 MAIN ST
	 	 	 	 	 	BELLEVILLE
	 	NJ
	 	07109-3235
	2494

	 	MARKET BLVD
	 	7015 E RENO AVE
	 	SPACE E70
	 	MIDWEST CITY
	 	OK
	 	73110-4442
	2495

	 	PLAZA ON THE BOULEVARD
	 	8033 W FLORISSANT AVE STE A & B
	 	 	 	JENNINGS
	 	MO
	 	63136-1400
	2497

	 	4570 MISSION ST
	 	 	 	 	 	SAN FRANCISCO
	 	CA
	 	94112-2622
	2498

	 	HORIZON PLAZA SC
	 	3825 EAST CALUMET
	 	SUITE 1000
	 	APPLETON
	 	WI
	 	54915-4158
	2500

	 	4465 E MCKELLIPS RD
	 	SPACE 101
	 	 	 	MESA
	 	AZ
	 	85202-1037
	2501

	 	RICHFIELD SHOPPES N
	 	4 E 66TH ST
	 	 	 	RICHFIELD
	 	MN
	 	55423-2454
	2502

	 	TOWN CENTRE
	 	1348 TOWN CENTRE DR
	 	 	 	EAGAN
	 	MN
	 	55123-2310
	2503

	 	FRANKLIN PARK MALL MALL
	 	5001 MONROE ST
	 	SPACE 1380
	 	TOLEDO
	 	OH
	 	43623-3627
	2504

	 	BAYSHORE TOWN CENTER
	 	5654 N BAYSHORE DR SPACE F 118
	 	 	 	GLENDALE
	 	WI
	 	53217-4514
	2506

	 	OSWEGO COMMONS
	 	3006 ROUTE 34
	 	SPACE 2-B
	 	OSWEGO
	 	IL
	 	60543-8333
	2507

	 	CLINGING VINE SC
	 	1250 VINE ST
	 	 	 	LOS ANGELES
	 	CA
	 	90038-1622
	2508

	 	MAYWOOD TOWN CENTER
	 	4444 SLAUSON AVE
	 	 	 	MAYWOOD
	 	CA
	 	90270-2932
	2511

	 	5892 S ARCHER AVE
	 	 	 	 	 	CHICAGO
	 	IL
	 	60638-1658
	2512

	 	MONTEBELLO TOWN CENTER
	 	2139 MONTEBELLO TOWN CTR
	 	 	 	MONTEBELLO
	 	CA
	 	90640-2171
	2513

	 	4547 N BROADWAY
	 	 	 	 	 	CHICAGO
	 	IL
	 	60640-5012
	2514

	 	FLATIRON CROSSING MALL
	 	1 WEST FLATIRON CROSSING DR
	 	SUITE 5555
	 	BROOMFIELD
	 	CO
	 	80021-8893
	2515

	 	1045 WILSON WAY
	 	 	 	 	 	STOCKTON
	 	CA
	 	95205-4217
	2516

	 	MARTIN LUTHER KING JR SHOPPING CENTER
	 	1637 E 103RD ST
	 	 	 	LOS ANGELES
	 	CA
	 	90002-2923
	2517

	 	ARVADA RIDGE MARKETPLACE
	 	5091 KIPLING ST
	 	SUITE 100
	 	ARVADA
	 	CO
	 	80003-0000
	2518

	 	4770 WHITTIER BLVD
	 	 	 	 	 	EAST LOS ANGELES
	 	CA
	 	90022-3026
	2519

	 	COLLINSVILLE CROSSING
	 	1116 COLLINSVILLE CROSSING BLVD
	 	 	 	COLLINSVILLE
	 	IL
	 	62234-1880
	2520

	 	HAMTRAMCK TOWN CENTER
	 	9149 JOSEPH CAMPAU ST
	 	 	 	HAMTRAMCK
	 	MI
	 	48212-3728







45











 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2521

	 	CROSSROADS OF AMERICA
	 	9870 OLDE US 20 A104
	 	 	 	ROSSFORD
	 	OH
	 	43460-0000
	2522

	 	PEMBERTON SQUARE
	 	3505 PEMBERTON SQUARE BLVD
	 	SPACE 40
	 	VICKSBURG
	 	MS
	 	39180-5564
	2523

	 	KANAWHA MALL
	 	115 KANAWHA MALL
	 	 	 	CHARLESTON
	 	WV
	 	25387-0001
	2526

	 	13930 NE 178TH PLACE
	 	SUITE 102
	 	 	 	WOODINVILLE
	 	WA
	 	98072-3531
	2529

	 	3230 W DAVIS ST
	 	 	 	 	 	DALLAS
	 	TX
	 	75211-2922
	2530

	 	2202 WEST JACKSON AVE
	 	 	 	 	 	OXFORD
	 	MS
	 	38655-5409
	2531

	 	WESTHEIMER TOWNE CENTER
	 	8539 WESTHEIMER RD
	 	SUITE A
	 	HOUSTON
	 	TX
	 	77063-4211
	2532

	 	FIESTA CENTER
	 	933 E IRVING BLVD
	 	 	 	IRVING
	 	TX
	 	75060-3151
	2535

	 	NEW MARKET SQUARE
	 	2441 N MAIZE RD
	 	SUITE 301
	 	WICHITA
	 	KS
	 	67205-0000
	2536

	 	REDFORD PLAZA S/C
	 	9311 TELEGRAPH RD
	 	 	 	REDFORD
	 	MI
	 	48239-1260
	2537

	 	2761 W WASHINGTON ST
	 	 	 	 	 	STEPHENVILLE
	 	TX
	 	76401-3701
	2538

	 	TOWNE CENTER SC
	 	1317 W DAVIS ST
	 	STE C
	 	CONROE
	 	TX
	 	77304-2309
	2540

	 	CANTERBURY S/C
	 	2959 W 159TH ST
	 	 	 	MARKHAM
	 	IL
	 	60426-4000
	2541

	 	PACIFIC CENTER
	 	5932 PACIFIC BLVD
	 	 	 	HUNTINGTON PARK
	 	CA
	 	90255-2929
	2543

	 	3025 UNIVERSITY AVE
	 	 	 	 	 	SAN DIEGO
	 	CA
	 	92104-3001
	2545

	 	SEVERANCE TOWN CENTER
	 	3534 MAYFIELD RD
	 	 	 	CLEVELAND HEIGHTS
	 	OH
	 	44118-1402
	2547

	 	PENN SQUARE MALL
	 	1901 NW EXPRESSWAY 2007B
	 	 	 	OKLAHOMA CITY
	 	OK
	 	73118-1608
	2548

	 	ROSWELL CENTER
	 	4504 N MAIN
	 	SUITE H
	 	ROSWELL
	 	NM
	 	88201-0304
	2549

	 	GARDEN CITY PLAZA
	 	2214 E KANSAS AVE
	 	 	 	GARDEN CITY
	 	KS
	 	67846-6967
	2550

	 	BAYSHORE MALL
	 	3300 BROADWAY ST # 112
	 	SPACE 506
	 	EUREKA
	 	CA
	 	95501-3810
	2551

	 	FOX RIVER MALL
	 	4301 W WISCONSIN AVE SUITE 100
	 	 	 	APPLETON
	 	WI
	 	54915-8605
	2552

	 	YARBROUGH PLAZA
	 	10501 GATEWAY BLVD W
	 	SUITE 610
	 	EL PASO
	 	TX
	 	79925-7934
	2554

	 	1950 TULLY RD
	 	 	 	 	 	SAN JOSE
	 	CA
	 	95122-1889
	2555

	 	KENTUCKY OAKS MALL
	 	5101 HINKLEVILLE RD UNIT 210
	 	 	 	PADUCAH
	 	KY
	 	42001-9049
	2556

	 	NEWNAN CROSSING SHOPPING CENTER
	 	561 BULLSBORO DR
	 	 	 	NEWNAN
	 	GA
	 	30263-1045
	2557

	 	15320 GRAND RIVER AVE
	 	 	 	 	 	DETROIT
	 	MI
	 	48227-2215
	2559

	 	MALL DE LAS AGUILAS
	 	455 S BIBB AVE
	 	 	 	EAGLE PASS
	 	TX
	 	78852-9997
	2560

	 	MEADOWBROOK MALL
	 	2490 MEADOWBROOK MALL
	 	SPACE 490
	 	BRIDGEPORT
	 	WV
	 	26330-9791
	2561

	 	HUNTINGTON MALL
	 	EXIT 20B INTERSTATE 64 UNIT 217
	 	PO BOX 4024
	 	BARBOURSVILLE
	 	WV
	 	25504-4024
	2562

	 	PASADENA PARK S/C
	 	6848 A SPENCER HWY
	 	 	 	PASADENA
	 	TX
	 	77505-1709
	2563

	 	7142 YOUREE DRIVE
	 	SPACE A
	 	 	 	SHREVEPORT
	 	LA
	 	71105-5107
	2564

	 	NILES PLAZA S/C
	 	6301 NILES ST
	 	 	 	BAKERSFIELD
	 	CA
	 	93306-4691
	2565

	 	BEAR CREEK PLAZA
	 	930 BIDDLE RD
	 	 	 	MEDFORD
	 	OR
	 	97504-6118
	2566

	 	1007 EL PASEO ST
	 	 	 	 	 	LAS CRUCES
	 	NM
	 	88001-6029
	2567

	 	VALLEY MALL
	 	2515 MAIN ST SUITE 44
	 	SPACE 44
	 	UNION GAP
	 	WA
	 	98903-1618
	2568

	 	5100 E LANCASTER AVE
	 	 	 	 	 	FORT WORTH
	 	TX
	 	76112-6349






46









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2569

	 	FRANKLIN VILLAGE
	 	185 FRANKLIN VILLAGE DR
	 	UNIT 10 BLDG E
	 	FRANKLIN
	 	MA
	 	02038-4004
	2570

	 	MESILLA VALLEY MALL
	 	700 S TELSHOR BLVD STE 1304
	 	 	 	LAS CRUCES
	 	NM
	 	88011-8606
	2571

	 	SUPER WALMART
	 	1006 NORTH JC PARKWAY
	 	SUITE 108
	 	BLOOMINGTON
	 	IL
	 	61704-0000
	2572

	 	5401 KENWOOD DRIVE
	 	 	 	 	 	ROWLETT
	 	TX
	 	75089-3100
	2573

	 	GRAND TETON MALL
	 	2300 E 17TH ST
	 	SPACE 1232
	 	IDAHO FALLS
	 	ID
	 	83404-6551
	2575

	 	112 W CHELTEN AVE
	 	 	 	 	 	PHILADELPHIA
	 	PA
	 	19144-3302
	2577

	 	REISTERSTOWN ROAD PLAZA
	 	6548 REISTERSTOWN RD
	 	 	 	BALTIMORE
	 	MD
	 	21215-2304
	2578

	 	DIVERSEY-CICERO SC
	 	2820 N CICERO AVE
	 	 	 	CHICAGO
	 	IL
	 	60641-5127
	2579

	 	1720 ATLANTIC AVENUE
	 	SUITE B
	 	 	 	BROOKLYN
	 	NY
	 	11213-1218
	2581

	 	CENTRAL MALL
	 	119 CENTRAL MALL
	 	 	 	TEXARKANA
	 	TX
	 	75503-2447
	2582

	 	CENTRAL MALL
	 	123 CENTRAL MALL
	 	SPACE B-3
	 	LAWTON
	 	OK
	 	73501-4651
	2583

	 	VICTOR VALLEY TOWN CENTER
	 	17080 BEAR VALLEY ROAD SPACE D4 AND D5
	 	 	 	VICTORVILLE
	 	CA
	 	92392-5860
	2585

	 	TEMPE MARKETPLACE
	 	1900 E RIO SALADO PARKWAY
	 	SUITE 160
	 	TEMPE
	 	AZ
	 	85281-0000
	2587

	 	PLAZA CAMINO REAL
	 	2525 EL CAMINO REAL
	 	SUITE 111
	 	CARLSBAD
	 	CA
	 	92008-1206
	2590

	 	RIVERHILL PLAZA
	 	1010A BLOSSOM HILL RD
	 	 	 	SAN JOSE
	 	CA
	 	95123-1103
	2593

	 	UNIONTOWN MALL
	 	1610 MALL RUN RD
	 	 	 	UNIONTOWN
	 	PA
	 	15401-2640
	2594

	 	7715 WESLEY RD
	 	 	 	SPACE 44
	 	GREENVILLE
	 	TX
	 	75402-8327
	2596

	 	PORT ORCHARD K-MART PLAZA
	 	1397 OLNEY AVE E
	 	SUITE 117
	 	PORT ORCHARD
	 	WA
	 	98366-4920
	2597

	 	OFFICE DEPOT JC
	 	5084 FAYETTEVILLE RD
	 	 	 	LUMBERTON
	 	NC
	 	28358-0000
	2598

	 	PALM SPRINGS MALL
	 	121 S FARRELL
	 	SPACE 9
	 	PALM SPRINGS
	 	CA
	 	92262-7204
	2600

	 	LOS BANOS CREEK SHOPPING CENTER
	 	1561 W PACHECO BLVD
	 	 	 	LOS BANOS
	 	CA
	 	93635-8516
	2602

	 	SCOTT ST RETAIL CENTER
	 	6057 SCOTT ST
	 	 	 	HOUSTON
	 	TX
	 	77021-2663
	2604

	 	WESTERN COMMONS
	 	6560 HARRISON AVE
	 	STE 1
	 	CINCINNATI
	 	OH
	 	45247-7823
	2605

	 	OAKWOOD SQUARE S/C
	 	376 N CONGRESS AVE # 378
	 	 	 	BOYNTON BEACH
	 	FL
	 	33426-3414
	2607

	 	3300 N MAIN ST
	 	 	 	 	 	FORT WORTH
	 	TX
	 	76106-4343
	2609

	 	PANORAMA MALL
	 	19 PANORAMA MALL
	 	 	 	PANORAMA CITY
	 	CA
	 	91402-3623
	2611

	 	SUNCOAST CROSSING
	 	16244 STATE ROAD 54
	 	 	 	ODESSA
	 	FL
	 	33556-3729
	2613

	 	CITY VIEW SC
	 	5656 TRANSPORTATION BLVD
	 	SPACE D3
	 	GARFIELD HEIGHTS
	 	OH
	 	44125-0000
	2614

	 	HUTCHINSON MALL
	 	1500 E 11TH AVE
	 	SPACE B 08
	 	HUTCHINSON
	 	KS
	 	67501-3702
	2615

	 	RENTON S/C
	 	465 RENTON CENTER WAY
	 	 	 	RENTON
	 	WA
	 	98055-2375
	2617

	 	EDGEWOOD MALL
	 	1722 VETERANS BLVD
	 	SPACE B-10
	 	MC COMB
	 	MS
	 	39648-0000
	2620

	 	10814 LORAIN AVE # 5
	 	 	 	 	 	CLEVELAND
	 	OH
	 	44111-5443
	2625

	 	DON JOSE PLAZA
	 	400 SOUTH INTERNATIONAL BLVD
	 	 	 	HIDALGO
	 	TX
	 	78557-0000
	2630

	 	BROADVIEW VILLAGE SQUARE SC
	 	102 BROADVIEW VILLAGE SQUARE SC
	 	 	 	BROADVIEW
	 	IL
	 	60155-0000
	2631

	 	LAKEWOOD TOWNE CENTER
	 	10321 GRAVELLY LAKE DR SW
	 	SUITE B
	 	LAKEWOOD
	 	WA
	 	98499-0000
	2632

	 	2112 E MONUMENT ST
	 	 	 	 	 	BALTIMORE
	 	MD
	 	21205-2325






47









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2635

	 	KNOXVILLE CENTER
	 	3006 N MALL RD
	 	SUITE 2292
	 	KNOXVILLE
	 	TN
	 	37924-2054
	2637

	 	LEE HARVARD SC
	 	4071 LEE RD
	 	SUITE 245
	 	CLEVELAND
	 	OH
	 	44128-2166
	2638

	 	MANDARIN CORNERS SC
	 	10991 SAN JOSE BLVD
	 	SUITE 2
	 	JACKSONVILLE
	 	FL
	 	32223-6600
	2639

	 	4409 MONTGOMERY RD
	 	 	 	 	 	NORWOOD
	 	OH
	 	45212-3115
	2640

	 	LYNDHURST TOWNE CENTRE
	 	409 VALLEY BROOK AVE
	 	 	 	LYNDHURST
	 	NJ
	 	07071-0000
	2642

	 	EAST COURT VILLAGE
	 	3516 COURT ST
	 	 	 	PEKIN
	 	IL
	 	61554-6211
	2643

	 	CHOUTEAU CROSSING SC
	 	4367 NE CHOUTEAU TRAFFICWAY
	 	 	 	KANSAS CITY
	 	MO
	 	64117-2434
	2644

	 	6258 S KEDZIE AVE
	 	 	 	 	 	CHICAGO
	 	IL
	 	60629-3335
	2646

	 	CHURCH SQUARE SHOPPING CENTER
	 	8069 EUCLID AVE
	 	 	 	CLEVELAND
	 	OH
	 	44103-4228
	2648

	 	1115 SAN FERNANDO RD
	 	 	 	 	 	SAN FERNANDO
	 	CA
	 	91340-3251
	2653

	 	VISALIA MALL
	 	2227 S MOONEY BLVD
	 	 	 	VISALIA
	 	CA
	 	93277-6243
	2656

	 	THE HOLIDAY INN OUTLOT
	 	326 STATELINE RD W
	 	 	 	SOUTHAVEN
	 	MS
	 	38671-1610
	2657

	 	FLAGSTAFF MALL
	 	4650 N US HIGHWAY 89
	 	SPACE B-18
	 	FLAGSTAFF
	 	AZ
	 	86004-2400
	2659

	 	WASHINGTON SQUARE
	 	412 E WASHINGTON BLVD
	 	 	 	LOS ANGELES
	 	CA
	 	90015-3721
	2660

	 	LAKEWOOD CENTER MALL
	 	116 LAKEWOOD CENTER MALL
	 	 	 	LAKEWOOD
	 	CA
	 	90712-2420
	2661

	 	DESERT SKY MALL
	 	7611 W THOMAS RD
	 	E16
	 	PHOENIX
	 	AZ
	 	85075-0000
	2662

	 	VALLE VISTA MALL
	 	2000 S EXPRESSWAY 83
	 	SPACE A4
	 	HARLINGEN
	 	TX
	 	78550-5904
	2663

	 	CROSSROADS AT TOWN CENTER
	 	6536 N DECATUR BLVD
	 	SUITE 130
	 	LAS VEGAS
	 	NV
	 	89131-1033
	2664

	 	TOWN AND COUNTRY PLAZA
	 	107 N POPLAR ST
	 	 	 	SEARCY
	 	AR
	 	72143-6003
	2667

	 	2319 N FRONT ST
	 	 	 	 	 	PHILADELPHIA
	 	PA
	 	19133-3717
	2671

	 	WESTWOOD VISTA SC
	 	6511 W LOOP 1604 ST
	 	SPACE 123
	 	SAN ANTONIO
	 	TX
	 	78254-0000
	2673

	 	PALMHURST SHOPPING CENTER
	 	4324 NORTH CONWAY
	 	SUITE 100
	 	PALMHURST
	 	TX
	 	78573-1370
	2674

	 	GRAND CENTRAL MALL
	 	410 GRAND CENTRAL MALL
	 	PO BOX 6080
	 	PARKERSBURG
	 	WV
	 	26101-1112
	2676

	 	GREENBRIER MARKET CENTER
	 	1328 GREENBRIER PARKWAY
	 	SUITE 420
	 	CHESAPEAKE
	 	VA
	 	23320-0000
	2678

	 	MOORESTOWN MALL
	 	400 ROUTE 38
	 	SPACE 1390
	 	MOORESTOWN
	 	NJ
	 	08057-3219
	2679

	 	6233 WOODLAND AVE # 35
	 	 	 	 	 	PHILADELPHIA
	 	PA
	 	19142-2005
	2685

	 	FASHION SQUARE
	 	10773 SW BEAVERTON HILLSDALE HWY
	 	 	 	BEAVERTON
	 	OR
	 	97005-3010
	2686

	 	BROWAY PLAZA
	 	5986 BROADWAY BLVD
	 	 	 	GARLAND
	 	TX
	 	75043-5822
	2688

	 	1016 QUITMAN ST
	 	 	 	 	 	HOUSTON
	 	TX
	 	77009-7814
	2689

	 	ONE ENERGY SQUARE
	 	3136 ANDREWS HWY
	 	 	 	ODESSA
	 	TX
	 	79762-7521
	2690

	 	VICTORIA MALL
	 	7800 N NAVARRO
	 	 	 	VICTORIA
	 	TX
	 	77904-2629
	2692

	 	DELHI SHOPPING CENTER
	 	5048 DELHI AVE
	 	 	 	CINCINNATI
	 	OH
	 	45238-5388
	2693

	 	GLENBROOKE SQUARE MALL
	 	4210 COLDWATER RD
	 	SPACE 12
	 	FORT WAYNE
	 	IN
	 	46805-1119
	2697

	 	LYNN PLAZA
	 	536 W DUNDEE RD
	 	 	 	WHEELING
	 	IL
	 	60090-2675
	2698

	 	QUEENS-CHILLUM S/C
	 	3116 QUEENS CHAPEL RD
	 	 	 	HYATTSVILLE
	 	MD
	 	20782-3665
	2700

	 	SILVER HILLS S/C
	 	2708 N PINE HILLS RD
	 	 	 	ORLANDO
	 	FL
	 	32808-3503






48









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2701

	 	WHITE SANDS MALL
	 	3199 N WHITE SANDS BLVD
	 	 	 	ALAMOGORDO
	 	NM
	 	88310-6162
	2702

	 	LA MIRADA SQUARE
	 	8220 MONTGOMERY BLVD NE
	 	 	 	ALBUQUERQUE
	 	NM
	 	87109-1602
	2706

	 	PARK PLAZA S/C
	 	770 MANGROVE AVE
	 	 	 	CHICO
	 	CA
	 	95926-3948
	2707

	 	MOUNT SHASTA MALL
	 	900 DANA DR
	 	 	 	REDDING
	 	CA
	 	96003-4053
	2708

	 	119 S STANTON ST
	 	 	 	 	 	EL PASO
	 	TX
	 	79901-2402
	2709

	 	FULTON MALL
	 	1108 FULTON MALL # 10
	 	 	 	FRESNO
	 	CA
	 	93721-1914
	2710

	 	LAKESIDE MARKETPLACE
	 	3378 COBB PARKWAY NW
	 	SUITE 160
	 	ACWORTH
	 	GA
	 	30101-0000
	2711

	 	PACKWOOD CREEK S/C
	 	4147 S MOONEY BLVD
	 	SPACE B2
	 	VISALIA
	 	CA
	 	93277-9147
	2712

	 	MID RIVERS MALL
	 	1292 MID RIVERS MALL DR
	 	 	 	SAINT PETERS
	 	MO
	 	63376-4358
	2714

	 	WESTLAND FAIR
	 	4469 WEST CHARLESTON
	 	 	 	LAS VEGAS
	 	NV
	 	89102-1605
	2715

	 	FAIRINGTON CENTRE
	 	5445 FAIRINGTON RD
	 	SUITE 106
	 	LITHONIA
	 	GA
	 	30038-0000
	2718

	 	CENTERPOINT MALL
	 	2657 SAVIERS RD
	 	 	 	OXNARD
	 	CA
	 	93033-4519
	2719

	 	NORTHRIDGE PLAZA
	 	8742 CORBIN AVE
	 	 	 	NORTHRIDGE
	 	CA
	 	91324-3307
	2722

	 	1098 N WESTERN AVE
	 	 	 	 	 	LOS ANGELES
	 	CA
	 	90029-2310
	2723

	 	10181 MAGNOLIA AVE
	 	 	 	 	 	RIVERSIDE
	 	CA
	 	92503-3444
	2724

	 	BIXBY KNOLLS CENTER
	 	4526 ATLANTIC AVE
	 	 	 	LONG BEACH
	 	CA
	 	90807-1513
	2725

	 	LA VERNE TOWNE CENTER
	 	2418 FOOTHILL BLVD UNIT A
	 	 	 	LA VERNE
	 	CA
	 	91750-3065
	2729

	 	20020 HAWTHORNE BLVD
	 	 	 	 	 	TORRANCE
	 	CA
	 	90503-1518
	2732

	 	2065 W 6TH
	 	UNIT B1
	 	 	 	LOS ANGELES
	 	CA
	 	90057-3158
	2733

	 	11825 HAWTHORNE BLVD
	 	 	 	 	 	HAWTHORNE
	 	CA
	 	90250-3013
	2734

	 	LINCOLN PLAZA
	 	1902 LINCOLN BLVD
	 	 	 	SANTA MONICA
	 	CA
	 	90405-1315
	2735

	 	TOWN AND COUNTRY S/C
	 	6324 W 3RD ST
	 	 	 	LOS ANGELES
	 	CA
	 	90036-3155
	2736

	 	PUENTE HILLS MALL
	 	1600 S AZUSA AVE
	 	SPACE 426
	 	LA PUENTE
	 	CA
	 	91748-1664
	2738

	 	1541 N VERMONT AVE
	 	 	 	 	 	LOS ANGELES
	 	CA
	 	90027-5330
	2739

	 	14540 7TH ST
	 	 	 	 	 	VICTORVILLE
	 	CA
	 	92392-4214
	2741

	 	6509 PACIFIC BLVD
	 	 	 	 	 	HUNTINGTON PARK
	 	CA
	 	90255-4105
	2742

	 	HACIENDA PLAZA
	 	755 N HACIENDA BLVD
	 	 	 	LA PUENTE
	 	CA
	 	91744-3906
	2743

	 	WEST COVINA FASHION PLAZA
	 	675 PLAZA DRIVE
	 	 	 	WEST COVINA
	 	CA
	 	91790-2825
	2746

	 	2602 N BROADWAY
	 	 	 	 	 	LOS ANGELES
	 	CA
	 	90031-2608
	2747

	 	THE SHOPPES AT MIDWAY PLANTATION
	 	1002-E SHOPPES AT MIDWAY DRIVE
	 	 	 	KNIGHTDALE
	 	NC
	 	27545-7313
	2749

	 	2837 COCHRAN ST STE D
	 	 	 	 	 	SIMI VALLEY
	 	CA
	 	93065-2766
	2751

	 	11934 GARVEY AVE
	 	 	 	 	 	EL MONTE
	 	CA
	 	91732-3514
	2752

	 	VALLEY FAIR MALL
	 	2855 STEVENS CREEK BLVD
	 	SUITE 1327
	 	SANTA CLARA
	 	CA
	 	95050-0000
	2753

	 	HEMET VALLEY MALL
	 	2200 W FLORIDA AVE
	 	SUITE 230
	 	HEMET
	 	CA
	 	92545-3666
	2755

	 	COMMERCE CENTER
	 	5514 WHITTIER BLVD
	 	 	 	LOS ANGELES
	 	CA
	 	90022-4104
	2757

	 	VALLEY CENTRAL SHOPPING CENTER
	 	44450 VALLEY CENTER WAY
	 	 	 	LANCASTER
	 	CA
	 	93536-6532






49









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2758

	 	SPRING MEADOWS PLACE
	 	1490 SPRING MEADOWS DR
	 	SPACE F-135
	 	HOLLAND
	 	OH
	 	43528-9478
	2759

	 	INDIO FASHION MALL
	 	82227 US HIGHWAY 111
	 	SPACE 31
	 	INDIO
	 	CA
	 	92201-5667
	2761

	 	MARYVALE PLAZA
	 	5127 W INDIAN SCHOOL ROAD
	 	 	 	PHOENIX
	 	AZ
	 	85031-2611
	2763

	 	HAPPY VALLEY TOWNE CENTER
	 	2501 W HAPPY VALLEY RD
	 	SUITE 32-1090
	 	PHOENIX
	 	AZ
	 	85027-0000
	2764

	 	2309 W KETTLEMAN LANE SUITE 104
	 	 	 	 	 	LODI
	 	CA
	 	95242-4120
	2765

	 	PROSPECTORS PLAZA
	 	3966 MISSOURI FLAT RD
	 	SUITE C
	 	PLACERVILLE
	 	CA
	 	95667-5240
	2766

	 	SHERWOOD MALL
	 	5308 PACIFIC AVE
	 	 	 	STOCKTON
	 	CA
	 	95207-5619
	2767

	 	NORTHRIDGE MALL
	 	700 NORTHRIDGE MALL
	 	SUITE G11
	 	SALINAS
	 	CA
	 	93906-2015
	2770

	 	SOUTHLAND PLAZA
	 	585 SATURN BLVD
	 	SPACE A
	 	SAN DIEGO
	 	CA
	 	92154-4731
	2771

	 	1214 BROADWAY
	 	 	 	 	 	CHULA VISTA
	 	CA
	 	91911-2911
	2772

	 	234 E 2ND ST
	 	 	 	 	 	CALEXICO
	 	CA
	 	92231-2754
	2773

	 	GILROY CROSSING SC
	 	6845 CAMINO ARROYO 60
	 	SUITE A
	 	GILROY
	 	CA
	 	95020-6581
	2775

	 	PENINSULA BROADWALK
	 	340 WALNUT ST
	 	 	 	REDWOOD CITY
	 	CA
	 	94063-1718
	2776

	 	FREMONT HUB SC
	 	4120 FREMONT HUB
	 	SUITE 342
	 	FREMONT
	 	CA
	 	94538-0000
	2777

	 	2656 MISSION ST # 8
	 	 	 	 	 	SAN FRANCISCO
	 	CA
	 	94110-3102
	2781

	 	SKYLAKE MALL
	 	1652 NE MIAMI GARDENS DR
	 	 	 	NORTH MIAMI BEACH
	 	FL
	 	33179-0000
	2782

	 	556 W 181ST
	 	 	 	 	 	NEW YORK
	 	NY
	 	10033-5005
	2783

	 	108 N MORLEY AVE
	 	 	 	 	 	NOGALES
	 	AZ
	 	85621-3116
	2784

	 	NORWALK SQUARE
	 	11725 ROSECRANS AVE
	 	 	 	NORWALK
	 	CA
	 	90650-3927
	2788

	 	437 5TH AVE
	 	 	 	 	 	NEW YORK
	 	NY
	 	10016-2205
	2789

	 	6015 ROSWELL ROAD
	 	 	 	SPACE A
	 	SANDY SPRINGS
	 	GA
	 	30328-0000
	2790

	 	3217 GREENMOUNT AVE # 3219
	 	 	 	 	 	BALTIMORE
	 	MD
	 	21218-3439
	2791

	 	IRON HORSE SHOPPING CENTER
	 	543 E PRATER WAY
	 	 	 	SPARKS
	 	NV
	 	89431-4685
	2792

	 	PLAZA BONITA MALL
	 	3030 PLAZA BONITA RD
	 	SPACE 1328
	 	NATIONAL CITY
	 	CA
	 	91950-8095
	2794

	 	COOL SPRINGS GALLERIA
	 	1800 GALLERIA BLVD
	 	SPACE 1035
	 	FRANKLIN
	 	TN
	 	37067-1605
	2795

	 	4481 E 10TH ST
	 	 	 	 	 	INDIANAPOLIS
	 	IN
	 	46201-2700
	2797

	 	1585 S MUSKOGEE AVE
	 	 	 	 	 	TAHLEQUAH
	 	OK
	 	74464-5285
	2798

	 	3900 MINNESOTA AVE NE
	 	 	 	 	 	WASHINGTON
	 	DC
	 	20019-2661
	2799

	 	480 W 303 HWY
	 	 	 	 	 	GRAND PRAIRIE
	 	TX
	 	75051-4805
	2800

	 	521 S 4TH AVE
	 	 	 	 	 	LOUISVILLE
	 	KY
	 	40202-2503
	2801

	 	BALCH SPRINGS COMMONS
	 	12250 LAKE JUNE RD
	 	SUITE 105
	 	BALCH SPRINGS
	 	TX
	 	75180-0000
	2802

	 	CAPITAL MALL
	 	3600 COUNTRY CLUB DR
	 	 	 	JEFFERSON CITY
	 	MO
	 	65109-1060
	2803

	 	COLONIAL MALL VALDOSTA
	 	1700 NORMAN DR
	 	BOX 1154
	 	VALDOSTA
	 	GA
	 	31601-7404
	2804

	 	RIGSBY SC
	 	5313 RIGSBY AVE
	 	SUITE 104
	 	SAN ANTONIO
	 	TX
	 	78222-1419
	2805

	 	6400 N 76TH ST
	 	 	 	 	 	MILWAUKEE
	 	WI
	 	53223-6102
	2807

	 	ST CLAIR SQUARE
	 	239 SAINT CLAIR SQ
	 	 	 	FAIRVIEW HEIGHTS
	 	IL
	 	62208-2134






50









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2809

	 	CROSS COUNTY MALL
	 	700 BROADWAY AVE E
	 	SPACE 23
	 	MATTOON
	 	IL
	 	61938-4671
	2810

	 	SINGING RIVER MALL
	 	2800 HIGHWAY 90
	 	 	 	GAUTIER
	 	MS
	 	39553-5149
	2811

	 	216 E 35TH ST
	 	 	 	 	 	CHICAGO
	 	IL
	 	60616-3908
	2815

	 	80 BROAD ST
	 	 	 	 	 	ELIZABETH
	 	NJ
	 	07201-2208
	2816

	 	COVENTRY MALL
	 	351 W SCHUYLKILL RD
	 	SUITE 56
	 	POTTSTOWN
	 	PA
	 	19464-7438
	2817

	 	8065 FLORIDA BLVD
	 	 	 	 	 	BATON ROUGE
	 	LA
	 	70806-4713
	2818

	 	PENN PARK SHOPPING CENTER
	 	1413 W I240 SERVICE RD
	 	SUITE E
	 	OKLAHOMA CITY
	 	OK
	 	73159-4144
	2820

	 	LUFKIN MALL
	 	4600 S MEDFORD DR
	 	 	 	LUFKIN
	 	TX
	 	75901-5614
	2821

	 	TOWNE EAST SQUARE
	 	7700 E KELLOGG DR
	 	SPACE 745
	 	WICHITA
	 	KS
	 	67207-1772
	2822

	 	SOUTHERN PARK MALL
	 	7401 MARKET ST
	 	SPACE 787
	 	BOARDMAN
	 	OH
	 	44512-5639
	2825

	 	RHODE ISLAND AVE SC
	 	642 A RHODE ISLAND AVE NE
	 	 	 	WASHINGTON
	 	DC
	 	20002-1233
	2827

	 	CENTRAL PLAZA
	 	3717 NW 7TH ST
	 	 	 	MIAMI
	 	FL
	 	33126-5501
	2828

	 	SHENANGO VALLEY MALL
	 	3255 E STATE ST
	 	SPACE 610
	 	HERMITAGE
	 	PA
	 	16148-3324
	2829

	 	EASTWOOD MALL
	 	5555 YOUNGSTOWN WARREN RD
	 	SPACE 472
	 	NILES
	 	OH
	 	44446-4804
	2830

	 	TALLAHASSEE MALL
	 	2415 N MONROE STREET SUITE 246
	 	 	 	TALLAHASSEE
	 	FL
	 	32303-4112
	2831

	 	CHAPEL HILL MALL
	 	2000 BRITTAIN RD STE 261
	 	SPACE 347
	 	AKRON
	 	OH
	 	44310-1882
	2832

	 	SUMMIT MALL
	 	3265 W MARKET ST
	 	SPACE 136
	 	FAIRLAWN
	 	OH
	 	44333-3337
	2835

	 	BELDEN VILLAGE MALL
	 	4115 BELDEN VILLAGE MALL
	 	SPACE B-44
	 	CANTON
	 	OH
	 	44718-2501
	2837

	 	13102 HARBOR BLVD
	 	 	 	 	 	GARDEN GROVE
	 	CA
	 	92843-1718
	2838

	 	TUSCANO TOWN CENTER
	 	7625 W LOWER BUCKEYE RD
	 	SUITE 100
	 	PHOENIX
	 	AZ
	 	85043-0000
	2840

	 	1021 W MARTIN LUTHER KING JR BLVD
	 	 	 	 	 	LOS ANGELES
	 	CA
	 	90037-1816
	2841

	 	SAN LEANDRO PLAZA
	 	1299 WASHINGTON AVE
	 	SPACE C-1
	 	SAN LEANDRO
	 	CA
	 	94577-3646
	2842

	 	GREAT LAKES MALL
	 	7850 MENTOR AVE
	 	SPACE 588A
	 	MENTOR
	 	OH
	 	44060-5590
	2844

	 	GREAT NORTHERN MALL
	 	104 GREAT NORTHERN MALL
	 	SPACE A-100
	 	NORTH OLMSTED
	 	OH
	 	44070-3301
	2845

	 	PARMA TOWN MALL
	 	8048 DAY DR
	 	 	 	PARMA
	 	OH
	 	44129-0000
	2847

	 	SANDUSKY MALL
	 	4314 MILAN RD STE 110
	 	 	 	SANDUSKY
	 	OH
	 	44870-7104
	2849

	 	LUCKY SC
	 	1884 BELLEVUE RD
	 	 	 	ATWATER
	 	CA
	 	95301-2668
	2850

	 	KINGSTOWNE CENTER
	 	5942 KINGSTOWNE BLVD
	 	 	 	ALEXANDRIA
	 	VA
	 	22315-0000
	2851

	 	BEAVER VALLEY MALL
	 	210 RTE 18
	 	 	 	MONACA
	 	PA
	 	15061-2305
	2852

	 	OHIO VALLEY MALL
	 	67800 MALL RING RD
	 	SPACE 270
	 	SAINT CLAIRSVILLE
	 	OH
	 	43950-1796
	2853

	 	FT STEUBEN MALL
	 	100 MALL DR
	 	SPACE A-27
	 	STEUBENVILLE
	 	OH
	 	43952-3092
	2854

	 	WASHINGTON CROWN CENTER
	 	1500 W CHESTNUT ST
	 	SPACE 214
	 	WASHINGTON
	 	PA
	 	15301-5864
	2855

	 	CENTURY III MALL
	 	3075 CLAIRTON RD
	 	SPACE 826
	 	WEST MIFFLIN
	 	PA
	 	15123-0033
	2856

	 	WESTMORELAND MALL
	 	5256 ROUTE 30
	 	SPACE 188
	 	GREENSBURG
	 	PA
	 	15601-3517
	2857

	 	SOUTH HILLS VILLAGE
	 	101 SOUTH HILLS VILLAGE
	 	 	 	PITTSBURGH
	 	PA
	 	15241-1419
	2860

	 	POST OAK MALL
	 	1500 HARVEY RD
	 	 	 	COLLEGE STATION
	 	TX
	 	77840-3713






51









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2861

	 	MERVYNS SHOPPING CENTER
	 	7350 GREENBACK LANE
	 	 	 	CITRUS HEIGHTS
	 	CA
	 	95621-5531
	2862

	 	HOT SPRINGS MALL
	 	4501 CENTRAL AVE # 152
	 	 	 	HOT SPRINGS NATIONAL
	 	AR
	 	71913-7453
	2863

	 	WESTGATE MALL
	 	7701 W I-40
	 	 	 	AMARILLO
	 	TX
	 	79121-0260
	2864

	 	LINDALE MALL
	 	4444 1ST AVE NE # 234
	 	 	 	CEDAR RAPIDS
	 	IA
	 	52402-3239
	2865

	 	KENNEDY MALL
	 	555 JFK RD
	 	UNIT 246
	 	DUBUQUE
	 	IA
	 	52002-5202
	2866

	 	NORTH GRAND MALL
	 	2801 N GRAND MALL
	 	 	 	AMES
	 	IA
	 	50010-4668
	2867

	 	STONERIDGE MALL
	 	1468 STONERIDGE MALL RD
	 	SPACE E101
	 	PLEASANTON
	 	CA
	 	94588-0000
	2869

	 	UNIVERSITY SQUARE MALL
	 	2102 UNIVERSITY SQUARE MALL
	 	 	 	TAMPA
	 	FL
	 	33612-5506
	2871

	 	EASTRIDGE MALL
	 	2200 TULLY RD
	 	SUITE 2066
	 	SAN JOSE
	 	CA
	 	95122-1347
	2873

	 	WELLINGTON GREEN MALL
	 	10300 W FOREST HILL BLVD
	 	SPACE 101
	 	WELLINGTON
	 	FL
	 	33414-0000
	2875

	 	1 OREILLY ST
	 	 	 	PO BOX 2913
	 	PRESIDIO
	 	TX
	 	79845-0000
	2877

	 	METRO CENTER
	 	9617 N METRO PKY W
	 	SPACE 10-10
	 	PHOENIX
	 	AZ
	 	85051-1401
	2879

	 	BROOKSIDE MARKETPLACE
	 	7314 W 191ST ST
	 	 	 	TINLEY PARK
	 	IL
	 	60487-9361
	2881

	 	HAYGOOD SHOPPING CENTER
	 	1021-23 INDEPENDENCE BLVD
	 	 	 	VIRGINIA BEACH
	 	VA
	 	23455-5523
	2884

	 	AMELIA CONCOURSE
	 	463711 STATE ROAD 200
	 	SUITE 12
	 	YULEE
	 	FL
	 	32097-8652
	2885

	 	RYAN GARFIELD SHOPPING CENTER
	 	5401 S WENTWORTH SPACE B
	 	 	 	CHICAGO
	 	IL
	 	60609-6300
	2886

	 	HENRY TOWN CENTER
	 	1880 JONESBORO RD
	 	 	 	MCDONOUGH
	 	GA
	 	30253-5960
	2888

	 	1227 CHESTNUT ST
	 	 	 	 	 	PHILADELPHIA
	 	PA
	 	19107-4110
	2890

	 	72 S 69TH ST
	 	 	 	 	 	UPPER DARBY
	 	PA
	 	19082-2521
	2891

	 	PENN STATION
	 	5646 SILVER HILL RD
	 	 	 	DISTRICT HEIGHTS
	 	MD
	 	20747-1145
	2892

	 	LAUREL CENTRE
	 	14826 WASHINGTON BLVD
	 	 	 	LAUREL
	 	MD
	 	20707-4818
	2896

	 	SMALL SHOPS OF WATERVILLE COMMONS
	 	16B WATERVILLE COMMONS DR
	 	 	 	WATERVILLE
	 	ME
	 	04901-4900
	2898

	 	CHELTENHAM SQUARE
	 	2385 W CHELTENHAM AVE
	 	SPACE 556
	 	PHILADELPHIA
	 	PA
	 	19150-1506
	2899

	 	GREENWAY CENTER
	 	7567 GREENBELT RD
	 	 	 	GREENBELT
	 	MD
	 	20770-0000
	2901

	 	SHARYLAND TOWNE CROSSING
	 	2413 E EXPRESSWAY 83
	 	SUITE 600
	 	MISSION
	 	TX
	 	78572-8354
	2904

	 	THE SHOPS AT BIDDEFORD CROSSING
	 	307 MARINER WAY
	 	 	 	BIDDEFORD
	 	ME
	 	04005-0000
	2905

	 	TOPSHAM FAIR MALL
	 	105 TOPSHAM FAIR MALL RD
	 	SUITE 7
	 	TOPSHAM
	 	ME
	 	04086-0000
	2906

	 	BRISTOL-MCFADDEN PLAZA
	 	1150 S BRISTOL ST
	 	 	 	SANTA ANA
	 	CA
	 	92704-3420
	2907

	 	FOREST PLAZA
	 	6059 E STATE ST
	 	SUITE 105
	 	ROCKFORD
	 	IL
	 	61108-2512
	2908

	 	SOUTH GATE SC
	 	3848 TWEEDY BLVD
	 	SPACE A1
	 	SOUTH GATE
	 	CA
	 	90280-6151
	2909

	 	ARLINGTON SQUARE
	 	4050 MADISON ST
	 	 	 	RIVERSIDE
	 	CA
	 	92504-2642
	2910

	 	BELMONT PLAZA
	 	3282 E ANAHEIM ST
	 	 	 	LONG BEACH
	 	CA
	 	90804-3818
	2912

	 	MERCED MALL
	 	230 MERCED MALL
	 	 	 	MERCED
	 	CA
	 	95348-2407
	2913

	 	164 E CARSON ST
	 	 	 	 	 	CARSON
	 	CA
	 	90745-2702
	2915

	 	SIERRA CENTER
	 	3060 BALDWIN PARK
	 	 	 	BALDWIN PARK
	 	CA
	 	91706-4704
	2917

	 	RIVER WEST CENTER
	 	320 E CAPITOL DRIVE
	 	 	 	MILWAUKEE
	 	WI
	 	53212-1210






52









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2918

	 	NATIONAL SHOPPING PLAZA
	 	933 E SIBLEY BLVD
	 	 	 	DOLTON
	 	IL
	 	60419-2139
	2919

	 	11461 SOUTH STREET
	 	B 5
	 	 	 	CERRITOS
	 	CA
	 	90703-5532
	2920

	 	300 E COLORADO ST
	 	 	 	 	 	GLENDALE
	 	CA
	 	91205-1633
	2922

	 	EUCLID SC
	 	1688 W KATELLA AVE
	 	 	 	ANAHEIM
	 	CA
	 	92802-3015
	2924

	 	LAYTON HILLS MALL
	 	1038 NORTH LAYTON HILLS
	 	SUITE 1038
	 	LAYTON
	 	UT
	 	84041-2103
	2926

	 	CANYON COUNTRY PLAZA
	 	19194 SOLEDAD CANYON RD
	 	 	 	CANYON COUNTRY
	 	CA
	 	91351-3364
	2928

	 	HIGHLAND AVENUE PLAZA
	 	4160 HIGHLAND AVENUE SUITE 7
	 	 	 	HIGHLAND
	 	CA
	 	92346-2757
	2929

	 	INDIO PLAZA
	 	82136 US HIGHWAY 111
	 	 	 	INDIO
	 	CA
	 	92201-5654
	2933

	 	TUCSON MALL
	 	4500 N ORACLE RD
	 	SPACE 295
	 	TUCSON
	 	AZ
	 	85705-1662
	2934

	 	2710 CARSON ST
	 	 	 	 	 	LAKEWOOD
	 	CA
	 	90712-4004
	2940

	 	6005 N FIGUEROA ST
	 	 	 	 	 	LOS ANGELES
	 	CA
	 	90042-4231
	2941

	 	1481 N HOLLENBECK AVE
	 	 	 	 	 	COVINA
	 	CA
	 	91722-1543
	2943

	 	PICO RIVERA TOWNE CENTER
	 	8820 WASHINGTON BLVD
	 	 	 	PICO RIVERA
	 	CA
	 	90660-0000
	2944

	 	11973 W WASHINGTON BLVD
	 	 	 	 	 	LOS ANGELES
	 	CA
	 	90066-5825
	2945

	 	GRIFFITH CENTER
	 	430 W RIDGE RD
	 	 	 	GRIFFITH
	 	IN
	 	46319-1018
	2946

	 	536 E MANCHESTER AVE
	 	 	 	 	 	LOS ANGELES
	 	CA
	 	90003-3525
	2948

	 	9780 SIERRA AVE
	 	 	 	 	 	FONTANA
	 	CA
	 	92335-6717
	2949

	 	681 E FOOTHILL BLVD
	 	 	 	 	 	RIALTO
	 	CA
	 	92376-5225
	2951

	 	OCEANSIDE PLAZA
	 	1919 MISSION AVE
	 	 	 	OCEANSIDE
	 	CA
	 	92058-7106
	2953

	 	DOWNERS GROVE CENTER
	 	7401A LEMONT RD
	 	 	 	DOWNERS GROVE
	 	IL
	 	60516-3805
	2954

	 	3516 WILSON RD
	 	 	 	 	 	BAKERSFIELD
	 	CA
	 	93309-5211
	2955

	 	LANCASTER COMMERCE CENTER
	 	1034 W AVENUE K
	 	SPACE 1316
	 	LANCASTER
	 	CA
	 	93534-5918
	2957

	 	1476 E GOLF RD
	 	 	 	 	 	SCHAUMBURG
	 	IL
	 	60173-4902
	2958

	 	404 E 2ND ST
	 	 	 	 	 	CALEXICO
	 	CA
	 	92231-2847
	2959

	 	2290 N IMPERIAL AVE
	 	 	 	 	 	EL CENTRO
	 	CA
	 	92243-1334
	2960

	 	BORDER PLAZA
	 	501 SAN YSIDRO BLVD
	 	 	 	SAN YSIDRO
	 	CA
	 	92173-3110
	2961

	 	7195 BROADWAY
	 	 	 	 	 	LEMON GROVE
	 	CA
	 	91945-1408
	2964

	 	4294 KENT RD
	 	SUITE 1
	 	 	 	STOW
	 	OH
	 	44224-4325
	2965

	 	THE PLACE ON 47TH STREET
	 	37134 47TH STREET EAST
	 	SUITE B
	 	PALMDALE
	 	CA
	 	93552-0000
	2967

	 	VISTA SC
	 	970 S SANTA FE AVE
	 	 	 	VISTA
	 	CA
	 	92084-6202
	2968

	 	PATRICK HENRY MALL
	 	12300 JEFFERSON AVE
	 	SPACE 934
	 	NEWPORT NEWS
	 	VA
	 	23602-6900
	2970

	 	7401 S SHIELDS BLVD
	 	 	 	 	 	OKLAHOMA CITY
	 	OK
	 	73149-1516
	2971

	 	15701 HARLEM AVE
	 	 	 	 	 	ORLAND PARK
	 	IL
	 	60462-6800
	2972

	 	MARYVILLE COMMONS
	 	750 WATKINS RD
	 	SPACE 16
	 	MARYVILLE
	 	TN
	 	37801-4643
	2973

	 	8225 TOPANGA CANYON BLVD
	 	 	 	 	 	CANOGA PARK
	 	CA
	 	91304-3854
	2974

	 	COLUMBIA MALL
	 	2300 BERNADETTE DR
	 	SUITE 520
	 	COLUMBIA
	 	MO
	 	65203-0000






53









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	2976

	 	SUGAR HOUSE CENTER
	 	111 W 87TH ST
	 	 	 	CHICAGO
	 	IL
	 	60620-1304
	2977

	 	SANTA MARIA TOWN CENTER
	 	261 TOWN CTR E
	 	 	 	SANTA MARIA
	 	CA
	 	93454-5130
	2978

	 	DUARTE SOUTH SHOPPING CENTER
	 	922 HAMILTON RD
	 	 	 	DUARTE
	 	CA
	 	91010-0000
	2979

	 	6431 GEORGIA AVE
	 	 	 	 	 	WASHINGTON
	 	DC
	 	20012-2909
	2980

	 	MEADOWDALE S/C
	 	150 S KENNEDY DR
	 	SPACE 1A
	 	CARPENTERSVILLE
	 	IL
	 	60110-2091
	2981

	 	AURORA COMMONS
	 	1246 N LAKE ST
	 	SPACE 2110
	 	AURORA
	 	IL
	 	60506-2453
	2986

	 	EDINBURGH COMMONS SC
	 	237 CARMICHAEL WAY
	 	SUITE 203
	 	CHESAPEAKE
	 	VA
	 	23322-0000
	2987

	 	10924 E VALLEY MALL BLVD
	 	 	 	 	 	EL MONTE
	 	CA
	 	91731-2515
	2988

	 	PALO WOODS KMART CENTER
	 	962 SEPULVEDA BLVD
	 	 	 	HARBOR CITY
	 	CA
	 	90710-1405
	2989

	 	MAIN STREET VILLAGE
	 	1255 E MAIN ST
	 	 	 	EL CAJON
	 	CA
	 	92021-7208
	2991

	 	VONS SC
	 	2355 E VALLEY PKY
	 	SUITE A
	 	ESCONDIDO
	 	CA
	 	92027-2715
	2993

	 	LAREDO CROSSING
	 	4415 US 83
	 	SUITE 800
	 	LAREDO
	 	TX
	 	78046-0000
	2995

	 	COLONIES CROSSROADS
	 	1895 NORTH CAMPUS AVE
	 	SUITE A
	 	UPLAND
	 	CA
	 	91784-1650
	2996

	 	468-470 FULTON ST
	 	 	 	 	 	BROOKLYN
	 	NY
	 	11201-5216
	2998

	 	INGRAM PARK MALL
	 	6301 NW LOOP 410
	 	 	 	SAN ANTONIO
	 	TX
	 	78238-3824
	3001

	 	FRENCHTOWN SQUARE
	 	2121 N MONROE ST
	 	SPACE 610
	 	MONROE
	 	MI
	 	48162-5316
	3002

	 	DOVER MALL
	 	1004 DOVER MALL
	 	 	 	DOVER
	 	DE
	 	19901-2279
	3003

	 	BRENTWOOD PLAZA
	 	8449 WINTON RD
	 	 	 	CINCINNATI
	 	OH
	 	45231-0000
	3006

	 	FONDREN SOUTHWEST SC
	 	11160 FONDREN RD
	 	 	 	HOUSTON
	 	TX
	 	77096-5506
	3007

	 	SAN BRUNO TOWNE CENTER
	 	1310 EL CAMINO REAL
	 	SUITE J
	 	SAN BRUNO
	 	CA
	 	94066-1310
	3008

	 	CHICO MALL
	 	1950 E 20TH ST
	 	SPACE B235
	 	CHICO
	 	CA
	 	95928-6369
	3009

	 	POPLIN PLACE
	 	2897 WEST HIGHWAY 74
	 	 	 	MONROE
	 	NC
	 	28110-8434
	3010

	 	LEON VALLEY SC
	 	6963 BANDERA RD
	 	 	 	LEON VALLEY
	 	TX
	 	78238-1361
	3011

	 	SHARPSTOWN CENTER
	 	7555 BELLAIRE BLVD
	 	SUITE A
	 	HOUSTON
	 	TX
	 	77036-0000
	3012

	 	NORTH BENSON CENTER
	 	10703 SE CARR RD
	 	 	 	RENTON
	 	WA
	 	98055-5823
	3013

	 	1601 E 72ND ST
	 	 	 	 	 	TACOMA
	 	WA
	 	98404-5402
	3014

	 	2887 COVINGTON PIKE
	 	 	 	 	 	MEMPHIS
	 	TN
	 	38128-6060
	3015

	 	WESTGATE MALL
	 	205 W BLACKSTOCK RD SUITE 330
	 	SPACE E3
	 	SPARTANBURG
	 	SC
	 	29301-3207
	3018

	 	ARCADIA SHORES COMMON
	 	10792 KINGS RD
	 	SUITE 460
	 	MYRTLE BEACH
	 	SC
	 	29572-6073
	3019

	 	6850 W 12TH AVE
	 	 	 	 	 	HIALEAH
	 	FL
	 	33014-5114
	3020

	 	100 SW 143RD ST
	 	 	 	 	 	BURIEN
	 	WA
	 	98166-1530
	3023

	 	1001 W ALEXIS RD
	 	 	 	 	 	TOLEDO
	 	OH
	 	43612-4201
	3024

	 	1705 W LASKEY RD
	 	 	 	 	 	TOLEDO
	 	OH
	 	43613-3523
	3025

	 	183 MAIN STREET
	 	SPACE 9
	 	 	 	PATERSON
	 	NJ
	 	07505-1201
	3026

	 	POUGHKEEPSIE GALLERIA
	 	790 SOUTH RD
	 	SPACE A204
	 	POUGHKEEPSIE
	 	NY
	 	12601-5900
	3028

	 	SOUTHFIELD PLAZA
	 	29794 SOUTHFIELD RD
	 	 	 	SOUTHFIELD
	 	MI
	 	48076-2088






54









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	3029

	 	RIVER VALLEY MALL
	 	1635 RIVER VALLEY CIR
	 	SUITE 781
	 	LANCASTER
	 	OH
	 	43130-1465
	3031

	 	PRINCE OF ORANGE MALL
	 	2390 CHESTNUT ST NE
	 	SPACE A7
	 	ORANGEBURG
	 	SC
	 	29115-3201
	3032

	 	TOPS MALL
	 	5849 S TRANSIT RD
	 	SPACE 112
	 	LOCKPORT
	 	NY
	 	14094-6317
	3034

	 	MILITARY DRIVE PLAZA
	 	709 SW MILITARY DR
	 	SPACE 1
	 	SAN ANTONIO
	 	TX
	 	78221-1642
	3035

	 	NATOMAS GARDENS
	 	3645 NORTHGATE BLVD
	 	SUITE F
	 	SACRAMENTO
	 	CA
	 	95834-1600
	3038

	 	BRADLEY PARK CROSSING
	 	1591 BRADLEY PARK DRIVE
	 	SUITE E7
	 	COLUMBUS
	 	GA
	 	31907-0000
	3039

	 	UNION PLAZA
	 	1745 MORRIS AVE
	 	SUITE D
	 	UNION
	 	NJ
	 	07083-3516
	3040

	 	VALLEY FAIR MALL
	 	3601 S 2700 W
	 	SPACE C-126
	 	WEST VALLEY CITY
	 	UT
	 	84119-3746
	3041

	 	507 W SAINT GEORGES AVE
	 	 	 	 	 	LINDEN
	 	NJ
	 	07036-5643
	3042

	 	WEST BLUFF SHOPPING CENTER
	 	5201 OURAY NW C
	 	 	 	ALBUQUERQUE
	 	NM
	 	87120-3033
	3044

	 	THE PARKS AT ARLINGTON
	 	3811 S COOPER ST
	 	SPACE 1188
	 	ARLINGTON
	 	TX
	 	76015-4134
	3047

	 	BRISTOL PARK
	 	9440 W NORTHERN
	 	SUITE 103
	 	GLENDALE
	 	AZ
	 	85305-1104
	3048

	 	VILLAGE AT BACHMAN LAKE
	 	3701 W NORTHWEST HWY
	 	SUITE 226
	 	DALLAS
	 	TX
	 	75220-4961
	3049

	 	MOHAWK COMMONS
	 	432 BALLTOWN RD
	 	SPACE 84
	 	SCHENECTADY
	 	NY
	 	12304-2245
	3050

	 	SALMON RUN MALL
	 	21182 SALMON RUN MALL LOOP WEST
	 	SPACE A106
	 	WATERTOWN
	 	NY
	 	13601-2244
	3053

	 	MID STATE MALL
	 	82 W PROSPECT ST
	 	 	 	EAST BRUNSWICK
	 	NJ
	 	08816-2115
	3054

	 	DADELAND PLAZA SC
	 	9459 S DIXIE HWY
	 	 	 	MIAMI
	 	FL
	 	33156-2933
	3055

	 	HERITAGE MALL
	 	1949 14TH AVE SE
	 	SPACE D 409
	 	ALBANY
	 	OR
	 	97321-8505
	3056

	 	BELLIS FAIR MALL
	 	1 BELLIS FAIR PKWY
	 	SUITE 306
	 	BELLINGHAM
	 	WA
	 	98226-5590
	3057

	 	WHITELAND TOWNE CENTER
	 	179 W LINCOLN HWY
	 	SPACE 840
	 	EXTON
	 	PA
	 	19341-2664
	3058

	 	7150 REGIONAL ST
	 	 	 	 	 	DUBLIN
	 	CA
	 	94568-2324
	3059

	 	DEERFIELD MALL SC
	 	3868 W HILLSBORO BLVD
	 	SPACE 26
	 	DEERFIELD BEACH
	 	FL
	 	33442-9414
	3060

	 	THE MARKET AT LAKE HOUSTON
	 	7405 FM 1960 EAST 202
	 	 	 	ATASCOCITA
	 	TX
	 	77346-3128
	3062

	 	898 S GROWERS GROVE RD
	 	 	 	SPACE 56
	 	PAYSON
	 	UT
	 	84651-0004
	3063

	 	PARK AND SHOP SC
	 	1679 WILLOW PASS RD
	 	 	 	CONCORD
	 	CA
	 	94520-2611
	3064

	 	EASTGATE SQUARE
	 	4394 EASTGATE SQUARE DR
	 	SUITE 1950
	 	CINCINNATI
	 	OH
	 	45245-5141
	3065

	 	WEST RIDGE MALL
	 	1801 SW WANAMAKER RD
	 	SPACE F8
	 	TOPEKA
	 	KS
	 	66604-3804
	3066

	 	CORDOVA MALL
	 	5100 N 9TH AVE
	 	SPACE E517
	 	PENSACOLA
	 	FL
	 	32504-8735
	3067

	 	SANGERTOWN MALL
	 	1 SANGERTOWN SQUARE
	 	SPACE Q1
	 	NEW HARTFORD
	 	NY
	 	13413-1518
	3069

	 	1563 W NEW HAVEN AVE
	 	 	 	 	 	WEST MELBOURNE
	 	FL
	 	32904-3907
	3071

	 	BERKSHIRE MALL
	 	113 BERKSHIRE MALL
	 	PO BOX 113
	 	LANESBORO
	 	MA
	 	01237-9501
	3072

	 	GENESEE CROSSING
	 	G-3531 MILLER RD
	 	 	 	FLINT
	 	MI
	 	48507-4687
	3073

	 	BARTON CREEK SQUARE
	 	2901 S CAPITAL OF TEXAS HWY
	 	SPACE H18 AND 20
	 	AUSTIN
	 	TX
	 	78746-8112
	3074

	 	BRISTOL COMMERCE PLAZA
	 	55 COMMERCE PLAZA
	 	 	 	BRISTOL
	 	PA
	 	19007-6926
	3075

	 	DEERBROOK MALL
	 	20131 HIGHWAY 59 N
	 	SPACE 1022
	 	HUMBLE
	 	TX
	 	77338-2313
	3076

	 	FASHION PLACE MALL
	 	6191 S STATE ST STE 135
	 	 	 	MURRAY
	 	UT
	 	84107-7267







55











 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	 	Zip
	3077
	 	FOREST VILLAGE PARK	 	3351 DONNELL RD	 	SPACE 409	 	FORESTVILLE	 	MD	 	 	20747-3208	 
	3078
	 	WASHINGTON CIRCLE	 	9009 SW HALL BLVD	 	 	 	TIGARD	 	OR	 	 	97223-4432	 
	3079
	 	TEMECULA TOWN CENTER	 	27536 YNEZ RD	 	SPACE F1	 	TEMECULA	 	CA	 	 	92591-4662	 
	3082
	 	CHAMPLAIN CENTRE NORTH	 	10 SMITHFIELD BLVD	 	SPACE C-109 AND C-110	 	PLATTSBURGH	 	NY	 	 	12901-2110	 
	3086
	 	HUDSON VALLEY MALL	 	1300 ULSTER AVE	 	SUITE 314	 	KINGSTON	 	NY	 	 	12401-1501	 
	3087
	 	12736 S ROUTE 59	 	UNIT 100	 	 	 	PLAINFIELD	 	IL	 	 	60544-0000	 
	3088
	 	DIXIE PLAZA	 	5352 DIXIE HWY	 	 	 	LOUISVILLE	 	KY	 	 	40216-1564	 
	3089
	 	QUEBEC SQUARE	 	7607 E 36TH AVE	 	 	801 	DENVER	 	CO	 	 	80238-2474	 
	3090
	 	VANCOUVER PLAZA	 	7809 B NE VANCOUVER PLAZA DR	 	SPACE 240	 	VANCOUVER	 	WA	 	 	98662-6624	 
	3092
	 	GREAT NORTHERN MALL	 	4081 ROUTE 31	 	 	 	CLAY	 	NY	 	 	13041-8799	 
	3093
	 	PACIFIC VIEW	 	3301-1018 E MAIN ST	 	SUITE 1018	 	VENTURA	 	CA	 	 	93003-0927	 
	3094
	 	PINE CREEK SC	 	742 FREEMAN LN	 	SUITE A	 	GRASS VALLEY	 	CA	 	 	95949-9640	 
	3095
	 	FALLBROOK TOWN AND COUNTRY	 	1079 S MISSION RD	 	 	 	FALLBROOK	 	CA	 	 	92028-3221	 
	3096
	 	TREASURE COAST SQUARE	 	3354 NW FEDERAL HWY	 	SPACE 3354	 	JENSEN BEACH	 	FL	 	 	34957-4404	 
	3097
	 	BALDWIN HILLS CRENSHAW PLAZA	 	3650 MARTIN LUTHER KING BLVD	 	SUITE 272	 	LOS ANGELES	 	CA	 	 	90008-1700	 
	3098
	 	SHOPS AT THREE CORNERS	 	8132 KIRBY DR	 	 	 	HOUSTON	 	TX	 	 	77054-1706	 
	3099
	 	CUPERTINO SQUARE	 	10123 N WOLFE RD	 	SPACE 2115	 	CUPERTINO	 	CA	 	 	95014-2509	 
	3103
	 	SPRINGFIELD PLAZA	 	6422 SPRINGFIELD PLZ	 	 	 	SPRINGFIELD	 	VA	 	 	22150-3428	 
	3104
	 	SHOPS 1	 	579 COLEMAN AVE	 	SUITE 100-110	 	SAN JOSE	 	CA	 	 	95110-2005	 
	3105
	 	BOISE TOWNE SQUARE	 	350 N MILWAUKEE ST	 	SUITE 2028	 	BOISE	 	ID	 	 	83704-0100	 
	3106
	 	BURLINGAME PLAZA	 	1847 EL CAMINO REAL	 	 	 	BURLINGAME	 	CA	 	 	94010-3220	 
	3107
	 	SAN JACINTO MALL	 	SPACE 1594	 	 	 	BAYTOWN	 	TX	 	 	77521-0000	 
	3108
	 	4830 WILSON AVE	 	SUITE 620	 	SPACE 438	 	WYOMING	 	MI	 	 	49418-3137	 
	3109
	 	LA PLAZA MALL	 	2200 S 10TH ST	 	SPACE H-03	 	MCALLEN	 	TX	 	 	78503-5437	 
	3110
	 	SIERRA VISTA MALL	 	1050 SHAW AVE	 	SPACE A5	 	CLOVIS	 	CA	 	 	93612-3922	 
	3111
	 	6779 TAFT ST	 	 	 	 	 	HOLLYWOOD	 	FL	 	 	33024-3902	 
	3113
	 	GROVE GATE S/C	 	2991 SW 32ND AVE	 	 	 	MIAMI	 	FL	 	 	33133-3612	 
	3114
	 	PEACHTREE MALL	 	3507 MANCHESTER EXPY	 	SPACE 56	 	COLUMBUS	 	GA	 	 	31909-6400	 
	3116
	 	WESTFIELD PLAZA	 	7240 WESTFIELD PLAZA DRIVE	 	 	 	BELLEVILLE	 	IL	 	 	62223-3352	 
	3117
	 	JACKSONVILLE REGIONAL S/C	 	3000 DUNN AVE	 	SPACE 8	 	JACKSONVILLE	 	FL	 	 	32218-4598	 
	3118
	 	NORTHEAST MALL	 	1101 MELBOURNE RD	 	SPACE 2014	 	HURST	 	TX	 	 	76053-6205	 
	3120
	 	LAKE FREDERIC SQUARE	 	3902 S SEMORAN BLVD	 	SPACE 32	 	ORLANDO	 	FL	 	 	32822-4006	 
	3121
	 	54 S 4TH AVE	 	 	 	 	 	MOUNT VERNON	 	NY	 	 	10550-3105	 
	3122
	 	NORTHPARK MALL	 	320 W KIMBERLY RD	 	SPACE 230	 	DAVENPORT	 	IA	 	 	52806-5995	 
	3124
	 	CINCINNATI MILLS	 	1033 CINCINNATI MILLS DRIVE	 	SPACE 22	 	CINCINNATI	 	OH	 	 	45240-0000	 
	3125
	 	11220 E JEFFERSON	 	 	 	 	 	DETROIT	 	MI	 	 	48214-0000	 






56









 




     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	3126
	 	COLUMBIA MALL	 	225 COLUMBIA MALL DR	 	SPACE 625	 	BLOOMSBURG	 	PA	 	 	17815-8368	 
	3127
	 	OLIVER CREEK CROSSING	 	6641 ATLANTA HYW	 	 	 	MONTGOMERY	 	AL	 	 	36117-4233	 
	3131
	 	1281 N MILWAUKEE AVE	 	 	 	 	 	CHICAGO	 	IL	 	 	60622-2218	 
	3134
	 	EDMOND PLAZA SC	 	2000 DANFORTH AVE	 	SUITE 102	 	EDMOND	 	OK	 	 	73003-0000	 
	3135
	 	SKILLMAN TOWNE CROSSING	 	6751 ABRAMS RD STE 100	 	SUITE 150	 	DALLAS	 	TX	 	 	75231-7114	 
	3136
	 	1850 MCCULLOUGH BLVD N STE B1	 	 	 	SUITE B1	 	LAKE HAVASU CITY	 	AZ	 	 	86403-5797	 
	3137
	 	EAST HILLS MALL	 	3000 MALL VIEW RD	 	SUITE 1001	 	BAKERSFIELD	 	CA	 	 	93306-3057	 
	3138
	 	SUSQUAHANNA VALLEY MALL	 	1 SUSQUAHANNA VALLEY MALL	 	SPACE A7	 	SELINSGROVE	 	PA	 	 	17870-1245	 
	3140
	 	COLUMBIA CENTER	 	1321 N COLUMBIA CENTER BLVD	 	SUITE 451	 	KENNEWICK	 	WA	 	 	99336-1165	 
	3141
	 	FACTORIA MALL	 	4025 SE FACTORIA MALL	 	 	 	BELLEVUE	 	WA	 	 	98006-0000	 
	3142
	 	PEMBROKE MALL	 	4554 VIRGINIA BEACH BLVD	 	SUITE 120	 	VIRGINIA BEACH	 	VA	 	 	23462-0000	 
	3144
	 	CRESTVIEW VILLAGE	 	4742 MANZANITA AVE	 	 	 	CARMICHAEL	 	CA	 	 	95608-0823	 
	3145
	 	COUNTRY CLUB MALL	 	1262 VOCKE ROAD	 	SPACE 220	 	CUMBERLAND	 	MD	 	 	21502-7791	 
	3146
	 	RAYTOWN CROSSING	 	6721 BLUE RIDGE BLVD	 	 	 	RAYTOWN	 	MO	 	 	64133-5625	 
	3147
	 	SOUTH HILL MALL	 	3500 S MERIDIAN ST	 	SUITE 918	 	PUYALLUP	 	WA	 	 	98373-3722	 
	3148
	 	VONS YUCAIPA COMM. CENTER	 	34324 YUCAIPA BLVD UNIT A	 	 	 	YUCAIPA	 	CA	 	 	92399-2410	 
	3149
	 	6201 9TH STREET NORTH	 	 	 	 	 	SAINT PETERSBURG	 	FL	 	 	33702-6619	 
	3150
	 	PROMENADE SC	 	1711 NE 163RD ST # 1721	 	 	 	MIAMI	 	FL	 	 	33162-4732	 
	3151
	 	ROLLING OAKS MALL	 	6909 N LOOP 1604 E	 	SPACE J14  SUITE 2014	 	SAN ANTONIO	 	TX	 	 	78247-5317	 
	3152
	 	FIREWHEEL TOWN CENTER	 	130 CEDAR SAGE DRIVE	 	 	 	GARLAND	 	TX	 	 	75040-0000	 
	3153
	 	SHOPPES AT GREENBUSH	 	600 N GREENBUSH RD	 	 	 	RENSSELAER	 	NY	 	 	12144-8412	 
	3157
	 	WHITE OAKS MALL	 	2501 WABASH AVE	 	SPACE E-1	 	SPRINGFIELD	 	IL	 	 	62704-4205	 
	3158
	 	RANCHO SIERRA SHOPPING CENTER	 	4496 N RANCHO DR # E-1	 	 	 	LAS VEGAS	 	NV	 	 	89130-3406	 
	3159
	 	VALLEJO CORNERS	 	908 ADMIRAL CALLAGHAN LN	 	 	 	VALLEJO	 	CA	 	 	94591-3680	 
	3160
	 	MAXWELL VILLAGE S/C	 	19191 SONOMA HWY	 	SPACE 21	 	SONOMA	 	CA	 	 	95476-5449	 
	3161
	 	SNYDER PLAZA	 	25 SNYDER AVE	 	SPACE E-3	 	PHILADELPHIA	 	PA	 	 	19148-2709	 
	3164
	 	PALMER PARK CENTER	 	1580 SPACE CENTER DR	 	SPACE 112	 	COLORADO SPRINGS	 	CO	 	 	80915-2445	 
	3167
	 	EASTLAKE VILLAGE MARKETPLACE	 	970 EASTLAKE PARKWAY	 	SUITE 102	 	CHULA VISTA	 	CA	 	 	91914-3558	 
	3171
	 	FRESNO FASHION FAIR	 	713 E SHAW AVE	 	SPACE G13	 	FRESNO	 	CA	 	 	93710-7703	 
	3172
	 	800 S EL PASO ST	 	 	 	 	 	EL PASO	 	TX	 	 	79901-3245	 
	3173
	 	1504 E FLORENCE AVE	 	 	 	 	 	LOS ANGELES	 	CA	 	 	90001-2536	 
	3174
	 	FIESTA MALL	 	1445 W SOUTHERN AVE	 	SPACE 1088	 	MESA	 	AZ	 	 	85202-4803	 
	3175
	 	PARK PLAZA MALL	 	6000 W MARKHAM ST STE 3000	 	SPACE M2 A	 	LITTLE ROCK	 	AR	 	 	72205-2877	 
	3177
	 	WAL MART CENTER	 	7539 WINCHESTER RD	 	SUITE 101	 	MEMPHIS	 	TN	 	 	38125-0000	 
	3179
	 	VERMONT SLAUSON SHOPPING CENTER	 	5844 S VERMONT AVE	 	 	 	LOS ANGELES	 	CA	 	 	90044-3712	 
	3180
	 	TRINITY POINT SC	 	54 TRINITY POINT DRIVE	 	SPACE 45	 	WASHINGTON	 	PA	 	 	15301-2974	 






57









 




     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	3181
	 	COLONIAL PARK MALL	 	35 COLONIAL PARK MALL	 	SPACE 37	 	HARRISBURG	 	PA	 	 	17109-6220	 
	3182
	 	BRANHAVEN PLAZA	 	1075 W MAIN ST	 	 	 	BRANFORD	 	CT	 	 	06405-3430	 
	3183
	 	OCOEE COMMONS	 	10572 W COLONIAL DRIVE	 	 	 	OCOEE	 	FL	 	 	34761-2946	 
	3184
	 	EVERGREEN PLAZA	 	9500 S WESTERN AVE	 	SUITE G8	 	EVERGREEN PARK	 	IL	 	 	60805-2827	 
	3185
	 	NORTH HANOVER MALL	 	1155 CARLISLE STREET	 	SPACE 804	 	HANOVER	 	PA	 	 	17331-1200	 
	3186
	 	ACADIANA MALL	 	5725 JOHNSTON ST	 	SPACE F244	 	LAFAYETTE	 	LA	 	 	70503-5307	 
	3187
	 	MENGER CROSSING SC	 	1375 SOUTH MAIN STREET	 	SUITE 225	 	BOERNE	 	TX	 	 	78006-2845	 
	3188
	 	PARADISE SHOPS AT COCOA	 	2711 CLEARLAKE RD	 	SUITE 5	 	COCOA	 	FL	 	 	32922-0000	 
	3189
	 	WILLOWBROOK MALL	 	7925 FM 1960 RD W	 	SPACE 1026	 	HOUSTON	 	TX	 	 	77070-5723	 
	3190
	 	1749 N MILITARY TRL	 	 	 	 	 	WEST PALM BEACH	 	FL	 	 	33409-4769	 
	3191
	 	MANOA SHOPPING CENTER	 	1331 W CHESTER PIKE	 	SPACE 19	 	HAVERTOWN	 	PA	 	 	19083-2925	 
	3192
	 	HICKORY HOLLOW MALL	 	5252 HICKORY HOLLOW PKY	 	SPACE 1067	 	ANTIOCH	 	TN	 	 	37013-3016	 
	3194
	 	VILLAGE SQUARE	 	1400 W 49TH ST	 	SPACE 1	 	HIALEAH	 	FL	 	 	33012-3219	 
	3195
	 	SEARSTOWN S/C	 	3304 N ROOSEVELT BLVD	 	 	 	KEY WEST	 	FL	 	 	33040-4115	 
	3196
	 	WOODLAND HILLS MALL	 	7021 S MEMORIAL DR	 	SPACE 101	 	TULSA	 	OK	 	 	74133-2049	 
	3197
	 	AUSTIN HIGHWAY RETAIL CENTER	 	1432 AUSTIN HIGHWAY	 	SUITE 100	 	SAN ANTONIO	 	TX	 	 	78209-4338	 
	3198
	 	MARKET SQUARE AT N DE KALB	 	2050 LAWRENCEVILLE HWY	 	B 16	 	DECATUR	 	GA	 	 	30033-4323	 
	3199
	 	HILLTOP NORTH SHOPPING CENTER	 	751 HILLTOP NORTH SHOPPING CENTER	 	 	 	VIRGINIA BEACH	 	VA	 	 	23451-6198	 
	3206
	 	NORTHWEST MARKET PLACE	 	13754 NORTHWEST FREEWAY	 	 	 	HOUSTON	 	TX	 	 	77040-5202	 
	3208
	 	CROSSROADS MALL	 	7000 CROSSROADS BLVD	 	SPACE J 2062	 	OKLAHOMA CITY	 	OK	 	 	73149-4226	 
	3209
	 	LAKECREST VILLAGE CENTER	 	994 FLORIN RD	 	 	 	SACRAMENTO	 	CA	 	 	95831-3515	 
	3210
	 	METROCENTER MALL	 	1387 METROCENTER # 127	 	SPACE 87	 	JACKSON	 	MS	 	 	39209-7520	 
	3212
	 	TUCSON PLACE S/C	 	485 E WETMORE RD STE 101	 	 	 	TUCSON	 	AZ	 	 	85705-1714	 
	3214
	 	301 E BROAD ST	 	 	 	 	 	RICHMOND	 	VA	 	 	23219-1737	 
	3215
	 	SOUTHLAND S/C	 	23000 EUREKA RD	 	SPACE E-1	 	TAYLOR	 	MI	 	 	48180-6039	 
	3216
	 	ANNAPOLIS MALL	 	1630 ANNAPOLIS MALL	 	 	 	ANNAPOLIS	 	MD	 	 	21401-3040	 
	3218
	 	WOODLAND VILLAGE SHOPPING CENTER	 	2700 WOODLANDS VILLAGE BLVD	 	SUITE 900	 	FLAGSTAFF	 	AZ	 	 	86001-7114	 
	3219
	 	10100 BEECHNUT DRIVE	 	SUITE 130	 	 	 	HOUSTON	 	TX	 	 	77072-5000	 
	3220
	 	IVERSON MALL	 	3863 BRANCH AVE SUITE A	 	 	 	HILLCREST HEIGHTS	 	MD	 	 	20748-1403	 
	3221
	 	NEW TOWNE MALL	 	400 MILL AVE	 	SUITE 801	 	NEW PHILADELPHIA	 	OH	 	 	44663-0000	 
	3222
	 	WALZEM PLAZA	 	5340 WALZEM RD	 	 	 	SAN ANTONIO	 	TX	 	 	78218-2123	 
	3223
	 	CROSSCREEK PLAZA	 	1800 SKIBO RD STE 128	 	 	 	FAYETTEVILLE	 	NC	 	 	28303-3280	 
	3224
	 	NORTHGATE SHOPPING CENTER	 	3771 RAMSEY ST	 	 	 	FAYETTEVILLE	 	NC	 	 	28311-7616	 
	3225
	 	WESTGATE SC	 	1607 W HENDERSON ST	 	SUITE P	 	CLEBURNE	 	TX	 	 	76033-3488	 
	3226
	 	FERN PARK SC	 	159 E SEMORAN BLVD	 	SPACE C	 	FERN PARK	 	FL	 	 	32730-2101	 
	3227
	 	OAKHILL PLAZA SHOPPING CENTER	 	3055 MECHANICSVILLE TURNPIKE	 	 	 	RICHMOND	 	VA	 	 	23223-1828	 






58









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address

2	 	Store Address 3	 	City	 	State	 	Zip	 
	3228
	 	TOWNGATE COMMUNITY CENTER	 	12625-B9 FREDERICK ST	 	 	 	MORENO VALLEY	 	CA	 	 	92553-5232	 
	3229
	 	GOLDEN TRIANGLE MALL	 	2201 I 35 EAST	 	SPACE M2	 	DENTON	 	TX	 	 	76205-8191	 
	3230
	 	1908 E 1ST ST	 	 	 	 	 	PORT ANGELES	 	WA	 	 	98362-4900	 
	3233
	 	ARNOT MALL	 	3300 CHAMBERS RD	 	PO BOX 5210	 	HORSEHEADS	 	NY	 	 	14845-5210	 
	3234
	 	2205 WEST I-20	 	SUITE 700	 	 	 	GRAND PRAIRIE	 	TX	 	 	75052-0000	 
	3235
	 	4605 WOODROW BEAN TRANSMOUNTAIN	 	 	 	SUITE Q	 	EL PASO	 	TX	 	 	79924-4400	 
	3236
	 	9901 SAN PABLO AVE	 	 	 	 	 	EL CERRITO	 	CA	 	 	94530-3924	 
	3238
	 	MERIDIAN MALL	 	1982 E GRAND RIVER	 	SPACE 903	 	OKEMOS	 	MI	 	 	48864-1736	 
	3239
	 	RIVER MARKETPLACE	 	4401 AMBASSADOR CAFFERY	 	SUITE 100	 	LAFAYETTE	 	LA	 	 	70508-6705	 
	3240
	 	FIESTA CENTER	 	1611 SPENCER HWY	 	SUITE F	 	SOUTH HOUSTON	 	TX	 	 	77587-3714	 
	3241
	 	TIPPECANOE MALL	 	2415 SAGOMORE PKWY SOUTH	 	SPACE A07C	 	LAFAYETTE	 	IN	 	 	47905-5124	 
	3242
	 	HARRISONBURG CROSSING	 	151 BURGESS RD	 	SUITE 102	 	HARRISONBURG	 	VA	 	 	22801-0000	 
	3243
	 	TARGET/RALPHS CENTER	 	4279 GENESEE AVE	 	 	 	SAN DIEGO	 	CA	 	 	92117-4904	 
	3245
	 	RIVERDALE PLAZA	 	60 W 225TH STREET	 	 	 	BRONX	 	NY	 	 	10463-7002	 
	3246
	 	WEST HOLLYWOOD GATEWAY	 	7100 SANTA MONICA BLVD	 	SUITE 180	 	LOS ANGELES	 	CA	 	 	90046-5802	 
	3247
	 	SECURITY SQUARE	 	6901 SECURITY BLVD	 	SPACE 311	 	BALTIMORE	 	MD	 	 	21244-2412	 
	3249
	 	CITY PLACE	 	201 E 5TH STREET	 	 	 	LONG BEACH	 	CA	 	 	90802-2484	 
	3250
	 	CAMARILLO TOWN CENTER	 	309 W VENTURA BLVD	 	SPACE M3-A	 	CAMARILLO	 	CA	 	 	93010-8376	 
	3251
	 	BLOOMFIELD PLAZA	 	135 BLOOMFIELD AVE SPACE 3	 	SPACE 3	 	BLOOMFIELD	 	NJ	 	 	07003-5902	 
	3252
	 	THORNCREEK CROSSING	 	901 E 120TH	 	SUITE F	 	THORNTON	 	CO	 	 	80233-5717	 
	3254
	 	SILVER LAKE MALL	 	200 HANLEY AVE	 	SPACE C-317	 	COEUR D ALENE	 	ID	 	 	83815-6703	 
	3255
	 	7555 MACARTHUR PARK	 	SUITE 110	 	 	 	IRVING	 	TX	 	 	75063-7543	 
	3256
	 	SANTA CLARA SQUARE	 	45 A DIVISION ST.	 	 	 	EUGENE	 	OR	 	 	97404-2483	 
	3258
	 	MILLCREEK MALL	 	404 MILLCREEK MALL	 	SPACE 404	 	ERIE	 	PA	 	 	16565-0401	 
	3262
	 	KMART/FINAST SC	 	6571 BROADWAY AVE	 	 	 	CLEVELAND	 	OH	 	 	44105-1307	 
	3263
	 	WALDEN GALLERIA	 	C202 WALDEN GALLERIA	 	 	 	CHEEKTOWAGA	 	NY	 	 	14225-5410	 
	3265
	 	201 CONVENT AVE	 	 	 	 	 	LAREDO	 	TX	 	 	78040-5847	 
	3266
	 	NORTH OAKS SC	 	4603 FM 1960 RD W	 	SUITE A	 	HOUSTON	 	TX	 	 	77069-4603	 
	3268
	 	VALLEY VIEW CENTER	 	2090 VALLEY VIEW CENTER	 	SPACE 2090	 	DALLAS	 	TX	 	 	75240-5255	 
	3269
	 	THE SHOPPES AT NORTH VILLAGE	 	5201 N BELT HWY	 	SUITE 117	 	SAINT JOSEPH	 	MO	 	 	64506-1256	 
	3270
	 	LOMA LINDA SHOPPING CTR	 	361 W MARIPOSA	 	SPACE 361 AND 365	 	NOGALES	 	AZ	 	 	85621-1044	 
	3272
	 	KING CITY SHOPPING CENTER	 	510 CANAL ST	 	 	 	KING CITY	 	CA	 	 	93930-3443	 
	3274
	 	4400 SAN JACINTO ST	 	 	 	 	 	HOUSTON	 	TX	 	 	77004-4948	 
	3277
	 	UNION SQUARE MARKETPLACE	 	1780 DECOTO RD BLDG F	 	 	 	UNION CITY	 	CA	 	 	94587-3524	 
	3278
	 	LARGO MALL	 	10500 ULMERTON RD	 	SUITE 272	 	LARGO	 	FL	 	 	33771-3544	 
	3279
	 	145 JEFFERSON ST	 	SUITE 600	 	 	 	SAN FRANCISCO	 	CA	 	 	94133-1200	 






59









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	3281
	 	PARK CITY CENTER	 	840 PARK CITY CENTER	 	 	 	LANCASTER	 	PA	 	 	17601-2720	 
	3282
	 	BARN PLAZA SC	 	1745 S EASTON RD	 	SUITE H4	 	DOYLESTOWN	 	PA	 	 	18901-0000	 
	3283
	 	207 S MAIN ST	 	 	 	 	 	MCALLEN	 	TX	 	 	78501-4842	 
	3284
	 	METRO POINTE CENTER	 	2210 S KIRKMAN	 	 	 	ORLANDO	 	FL	 	 	32811-7604	 
	3285
	 	LANDMARK CENTER MALL	 	5801 DUKE ST	 	STE F128	 	ALEXANDRIA	 	VA	 	 	22304-3226	 
	3288
	 	TANGLEWOOD MALL	 	4410 ELECTRIC RD	 	 	 	ROANOKE	 	VA	 	 	24018-2922	 
	3290
	 	900 S BROADWAY	 	 	 	 	 	LOS ANGELES	 	CA	 	 	90015-1610	 
	3295
	 	1450 BROADWAY ST	 	 	 	 	 	OAKLAND	 	CA	 	 	94612-2821	 
	3296
	 	230 N MESA ST	 	 	 	 	 	EL PASO	 	TX	 	 	79901-1306	 
	3298
	 	CITRUS PARK COMMONS	 	6170 GUNN HIGHTWAY	 	SPACE 106	 	TAMPA	 	FL	 	 	33625-4014	 
	3299
	 	1595 W 9000 S	 	 	 	 	 	WEST JORDAN	 	UT	 	 	84088-9219	 
	3300
	 	BROADWAY PLAZA	 	1133 W BERWYN AVE	 	 	 	CHICAGO	 	IL	 	 	60640-2301	 
	3301
	 	UNIVERSITY MALL	 	7171 N DAVIS HWY	 	SPACE D-5	 	PENSACOLA	 	FL	 	 	32504-6337	 
	3302
	 	TARGET CENTER	 	2139 N TUSTIN ST	 	 	 	ORANGE	 	CA	 	 	92865-3700	 
	3304
	 	LAKEVIEW PLAZA	 	15762 LA GRANGE RD	 	SPACE 6	 	ORLAND PARK	 	IL	 	 	60462-4766	 
	3306
	 	TARGET SC	 	45 CENTRAL AVE	 	 	 	CLARK	 	NJ	 	 	07066-1421	 
	3307
	 	SONTERRA PARK MARKET	 	1321 NORTH LOOP 1604 EAST	 	SUITE 109	 	SAN ANTONIO	 	TX	 	 	78232-1410	 
	3308
	 	HILLCROFT VILLAGE S/C	 	6700 HILLCROFT ST	 	 	 	HOUSTON	 	TX	 	 	77081-4804	 
	3310
	 	PARKWAY PLAZA MALL	 	533 PARKWAY PLAZA	 	SPACE N-35	 	EL CAJON	 	CA	 	 	92020-2532	 
	3311
	 	RIO HILL CENTER	 	1832 RIO HILL CTR	 	SPACE B-5	 	CHARLOTTESVILLE	 	VA	 	 	22901-1141	 
	3313
	 	CORAL REEF SC	 	14965 S DIXIE HWY	 	 	 	MIAMI	 	FL	 	 	33176-7929	 
	3314
	 	CHESAPEAKE SQUARE	 	4200 PORTSMOUTH BLVD	 	SPACE 260	 	CHESAPEAKE	 	VA	 	 	23321-2100	 
	3315
	 	GROSSMONT CENTER	 	5500 GROSSMONT CENTER DR	 	SUITE 195	 	LA MESA	 	CA	 	 	91942-3016	 
	3316
	 	PORT CHARLOTTE TOWN CENTER	 	1441 TAMAIMI TRAIL	 	SPACE 795	 	PORT CHARLOTTE	 	FL	 	 	33948-1001	 
	3317
	 	DEERPATH COMMONS SHOPPING CENTER	 	816 S RAND ROAD SPACE A-17	 	 	 	LAKE ZURICH	 	IL	 	 	60047-2465	 
	3319
	 	ORANGE PLAZA	 	444 ROUTE 211 E	 	BOX 10	 	MIDDLETOWN	 	NY	 	 	10940-2192	 
	3320
	 	CANYON PLAZA SHOPPING CENTER	 	8345 LAUREL CANYON BLVD # E-22	 	 	 	SUN VALLEY	 	CA	 	 	91352-3809	 
	3326
	 	212 FERRY ST	 	 	 	 	 	NEWARK	 	NJ	 	 	07105-2773	 
	3328
	 	THE OAKS MALL	 	6477 W NEWBERRY RD	 	SPACE C-12	 	GAINESVILLE	 	FL	 	 	32605-4338	 
	3330
	 	ROYAL EAGLE PLAZA	 	9176 WILES RD	 	 	 	POMPANO BEACH	 	FL	 	 	33067-1999	 
	3332
	 	COLONIE SQUARE	 	131 COLONIE CTR	 	SPACE 102	 	ALBANY	 	NY	 	 	12205-2751	 
	3333
	 	LAKEWOOD SC	 	5471 W ATLANTIC BOULEVARD	 	 	 	MARGATE	 	FL	 	 	33063-5210	 
	3335
	 	SAN LUIS OBISPO PROMENADE	 	487 MADONNA RD	 	SUITE 1	 	SAN LUIS OBISPO	 	CA	 	 	93405-6543	 
	3336
	 	294 CHICAGO DR	 	 	 	 	 	JENISON	 	MI	 	 	49428-9354	 
	3338
	 	MALL AT YUBA CITY	 	1201J COLUSA AVE	 	 	 	YUBA CITY	 	CA	 	 	95991-3657	 
	3339
	 	CENTRAL PLAZA	 	10218 SULLIVAN RD	 	 	 	BATON ROUGE	 	LA	 	 	70818-4305	 






60









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	3343
	 	PANAMA CITY MALL	 	2028 N COVE BLVD	 	SPACE 2028F	 	PANAMA CITY	 	FL	 	 	32405-5317	 
	3344
	 	NORTH STAR MALL	 	7400 SAN PEDRO	 	SP 882	 	SAN ANTONIO	 	TX	 	 	78216-8319	 
	3345
	 	NORTH RIDGE SHOPPING CENTER	 	7796 E 37TH AVE	 	 	 	HOBART	 	IN	 	 	46342-2467	 
	3348
	 	THE YARDS PLAZA	 	4610 S DAMEN AVE	 	 	 	CHICAGO	 	IL	 	 	60609-4043	 
	3350
	 	MALL AT TURTLE CREEK	 	3000 HIGHLAND AVE	 	SPACE 515	 	JONESBORO	 	AR	 	 	72401-6321	 
	3355
	 	BOWERS CORNERS	 	2801 EL CAMINO REAL	 	 	 	SANTA CLARA	 	CA	 	 	95051-2901	 
	3356
	 	4505 WISCONSIN AVE NW	 	 	 	 	 	WASHINGTON	 	DC	 	 	20016-4619	 
	3357
	 	NORTHWEST PLAZA MALL	 	325 NORTHWEST PLAZA	 	 	 	SAINT ANN	 	MO	 	 	63074-2210	 
	3359
	 	TRI-COUNTY MALL	 	11700 PRINCETON ROAD	 	SPACE E6	 	SPRINGDALE	 	OH	 	 	45246-2535	 
	3362
	 	YORK GALLERIA	 	2899 WHITEFORD RD	 	SPACE 202	 	YORK	 	PA	 	 	17402-8976	 
	3366
	 	STADIUM PLAZA	 	321 STADIUM PLAZA	 	SPACE A-4	 	JERSEY CITY	 	NJ	 	 	07305-4877	 
	3367
	 	STRATFORD SQUARE	 	224 STRATFORD SQUARE	 	SUITE 5	 	BLOOMINGDALE	 	IL	 	 	60108-2210	 
	3368
	 	CITY LINE SHOPPING CTR	 	7628 CITY LINE AVE	 	 	 	PHILADELPHIA	 	PA	 	 	19151-2007	 
	3370
	 	TOWN EAST MALL	 	1072 TOWN EAST MALL	 	 	 	MESQUITE	 	TX	 	 	75150-4116	 
	3371
	 	FASHION SHOW MALL	 	3200 LAS VEGAS BLVD SOUTH	 	SP 2610	 	LAS VEGAS	 	NV	 	 	89109-0000	 
	3372
	 	SAHARA PAVILLION	 	2131 S DECATUR BLVD	 	 	 	LAS VEGAS	 	NV	 	 	89102-8590	 
	3373
	 	NORTHTOWNE PLAZA	 	2842 DEKALB PIKE	 	 	 	NORRISTOWN	 	PA	 	 	19401-1823	 
	3374
	 	CASCADE MALL	 	335 CASCADE MALL DR	 	SPACE E7	 	BURLINGTON	 	WA	 	 	98233-3255	 
	3375
	 	OTTUMWA SHOPPING CENTER	 	1899 VENTURE DRIVE	 	SPACE 40	 	OTTUMWA	 	IA	 	 	52501-3771	 
	3376
	 	2086 WHISKEY RD	 	 	 	 	 	AIKEN	 	SC	 	 	29803-6183	 
	3378
	 	GREENSPOINT MALL	 	113 GREENSPOINT MALL	 	SPACE T-113	 	HOUSTON	 	TX	 	 	77060-1809	 
	3381
	 	CORAL SQUARE MALL	 	9461 A WEST ATLANTIC BLVD	 	 	 	CORAL SPRINGS	 	FL	 	 	33071-0000	 
	3382
	 	INDIAN VILLAGE SHOPPING CENTER	 	1615 E INDIAN SCHOOL RD STE E	 	 	 	PHOENIX	 	AZ	 	 	85016-5931	 
	3383
	 	740 SUITE 5	 	WEST TELEGRAPH RD	 	SPACE 168	 	WASHINGTON	 	UT	 	 	84780-0000	 
	3384
	 	PHILLIPSBURG MALL	 	1200 US HIGHWAY 22	 	SPACE 232	 	PHILLIPSBURG	 	NJ	 	 	08865-4111	 
	3386
	 	MID-VALLEY MALL	 	2010 YAKIMA VALLEY HWY	 	SPACE G-9	 	SUNNYSIDE	 	WA	 	 	98944-1288	 
	3387
	 	PARK PINEWAY SHOPPING CENTER	 	4431 S WHITE MOUNTAIN RD	 	SUITE C6 AND C7	 	SHOW LOW	 	AZ	 	 	85901-7776	 
	3389
	 	VALLE DEL SOL SC	 	1625 RIO BRAVO BLVD SW	 	SUITE 1	 	ALBUQUERQUE	 	NM	 	 	87105-6057	 
	3390
	 	THE QUAD AT WHITTIER	 	13522 WHITTIER BLVD	 	SPACE F4	 	WHITTIER	 	CA	 	 	90605-1934	 
	3392
	 	639 N MAIN	 	 	 	PO BOX 281	 	SAN LUIS	 	AZ	 	 	85349-0281	 
	3393
	 	EMERALD SQUARE MALL	 	999 S WASHINGTON ST	 	SPACE B-300	 	NORTH ATTLEBORO	 	MA	 	 	02760-3656	 
	3394
	 	INDEPENDENCE MALL	 	101 INDEPENDENCE MALL RD	 	SPACE C 101	 	KINGSTON	 	MA	 	 	02364-2282	 
	3395
	 	8530 N WICHAM RD	 	100	 	SUITE 102 AND 103	 	VIERA	 	FL	 	 	32940-6616	 
	3396
	 	BUENA VISTA PLAZA	 	100 S ZARZAMORA ST STE 208	 	 	 	SAN ANTONIO	 	TX	 	 	78207-3760	 
	3397
	 	INDIAN MOUND MALL	 	771 S 30TH ST SPACE #521	 	 	 	HEATH	 	OH	 	 	43056-4204	 
	3398
	 	BIRCHWOOD MALL	 	4350 24TH AVE STE 116	 	 	 	FORT GRATIOT	 	MI	 	 	48059-3851	 






61









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	3399
	 	WAYNE TOWNE CENTER	 	80 RT 23 SOUTH	 	SPACE 36	 	WAYNE	 	NJ	 	 	07470-3228	 
	3400
	 	EDDYSTONE CROSSING SC	 	1558 CHESTER PIKE	 	D8	 	EDDYSTONE	 	PA	 	 	19022-2005	 
	3401
	 	GREENS CROSSROADS	 	349 W GREENS RD	 	 	 	HOUSTON	 	TX	 	 	77067-4501	 
	3403
	 	9842 ADAMS	 	SUITE 101	 	 	 	HUNTINGTON BEACH	 	CA	 	 	92648-4808	 
	3406
	 	COLUMBIANA CENTER	 	100 COLUMBIANA CIRCLE	 	STE 1004	 	COLUMBIA	 	SC	 	 	29212-2234	 
	3408
	 	MERLE HAY MALL	 	3800 MERLE HAY RD	 	SUITE 1325	 	DES MOINES	 	IA	 	 	50310-1338	 
	3411
	 	CROSSROADS MALL	 	4201 W DIVISION ST	 	SPACE C-25	 	SAINT CLOUD	 	MN	 	 	56301-6601	 
	3412
	 	LA HABRA WESTRIDGE PLAZA	 	1326 SOUTH BEACH BLVD	 	SUITE C	 	LA HABRA	 	CA	 	 	90631-6374	 
	3413
	 	CASTLETON SQUARE	 	6020 E 82ND ST	 	SPACE 710	 	INDIANAPOLIS	 	IN	 	 	46250-4746	 
	3414
	 	FESTIVAL AT BEL AIR	 	5 BEL AIR SOUTH PKWY	 	SUITE H-805	 	BEL AIR	 	MD	 	 	21015-0000	 
	3415
	 	MOORE PLAZA	 	5425 S PADRE ISLAND DR	 	SPACE 127	 	CORPUS CHRISTI	 	TX	 	 	78411-5301	 
	3416
	 	ASHLAND TOWN CENTER	 	500 WINCHESTER AVE STE 660	 	 	 	ASHLAND	 	KY	 	 	41101-7368	 
	3417
	 	MERCANTILE EAST SC	 	27742 ANTONIO PKWY	 	SUITE K3	 	LADERA RANCH	 	CA	 	 	92694-1143	 
	3418
	 	7401 SW 45TH AVE	 	SUITE 7	 	SUITES K3 AND K4	 	AMARILLO	 	TX	 	 	79119-6498	 
	3419
	 	GOLF MILLS MALL	 	500 GOLF MILLS CTR	 	SPACE 325	 	NILES	 	IL	 	 	60714-1223	 
	3420
	 	SOUTHRIDGE MALL	 	5300 S 76TH ST	 	SPACE 1100	 	GREENDALE	 	WI	 	 	53129-1102	 
	3421
	 	REGENCY MALL	 	5756 DURAND AVE	 	SPACE 194 AND 196	 	RACINE	 	WI	 	 	53406-5040	 
	3423
	 	LAKE ELSINORE CITY CENTER	 	31660 GRAPE ST	 	SUITE C	 	LAKE ELSINORE	 	CA	 	 	92532-9703	 
	3424
	 	THE AVENUES MALL	 	10300 SOUTHSIDE BLVD	 	SPACE #135	 	JACKSONVILLE	 	FL	 	 	32256-0770	 
	3425
	 	INDIAN HEAD PLAZA	 	1256 INDIAN HEAD RD	 	 	 	TOMS RIVER	 	NJ	 	 	08755-4075	 
	3426
	 	ENFIELD SQUARE	 	90 ELM ST	 	SPACE 61	 	ENFIELD	 	CT	 	 	06082-3770	 
	3429
	 	FALCON RIDGE TOWN CENTER	 	15268 SUMMIT AVE	 	SUITE 100 B-1	 	FONTANA	 	CA	 	 	92336-5489	 
	3431
	 	FREEHOLD RACEWAY MALL	 	3710 US HWY 9	 	BOX 2812	 	FREEHOLD	 	NJ	 	 	07728-4801	 
	3432
	 	2155 86TH ST	 	 	 	 	 	BROOKLYN	 	NY	 	 	11214-3205	 
	3433
	 	ST CHARLES TOWNE CENTER	 	11110 MALL CIRCLE SUITE 2003	 	PO BOX 6191	 	WALDORF	 	MD	 	 	20603-4803	 
	3434
	 	ST LAWRENCE CENTRE	 	6023 ST LAWRENCE CENTRE	 	SUITE 312	 	MASSENA	 	NY	 	 	13662-3213	 
	3435
	 	COTTONWOOD PLAZA	 	1100 S HIGHWAY 260	 	SPACE D-15 AND 16	 	COTTONWOOD	 	AZ	 	 	86326-4640	 
	3436
	 	FOX RUN SHOPPING CENTER	 	829 SOLOMONS ISLAND ROAD	 	 	 	PRINCE FREDERICK	 	MD	 	 	20678-3912	 
	3438
	 	BARNES CROSSING	 	1001 BARNES CROSSING RD	 	SUITE 53	 	TUPELO	 	MS	 	 	38804-0916	 
	3439
	 	HAMPSHIRE MALL	 	367 RUSSELL ST	 	SPACE A08	 	HADLEY	 	MA	 	 	01035-9456	 
	3440
	 	PAVILLION AT BUCKLAND HILLS MALL	 	194 BUCKLAND HILLS DR STE 1194	 	 	 	MANCHESTER	 	CT	 	 	06040-8750	 
	3441
	 	730 MARKET ST	 	 	 	 	 	FARMINGTON	 	MO	 	 	63640-1951	 
	3442
	 	CROSSROADS AT SANTA MARIA	 	2162 S BRADLEY RD	 	 	 	SANTA MARIA	 	CA	 	 	93455-1346	 
	3443
	 	BIG H SHOPPING CENTER	 	823 NE YORK AVENUE	 	SUITE 50	 	HUNTINGTON	 	NY	 	 	11743-4412	 
	3444
	 	THE MARKET PLACE	 	13234 JAMBOREE RD	 	SPACE 105	 	IRVINE	 	CA	 	 	92602-0000	 
	3447
	 	SOMERS POINT SC	 	276 NEW ROAD	 	SPACE 21	 	SOMERS POINT	 	NJ	 	 	08244-2177	 






62









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	3448
	 	OVERLAKE FASHION PLAZA	 	2130 148TH AVE NE	 	 	 	REDMOND	 	WA	 	 	98052-5534	 
	3449
	 	STONEWOODCENTER MALL	 	428 STONEWOOD	 	 	 	DOWNEY	 	CA	 	 	90241-3900	 
	3450
	 	NORTH POINT PLAZA	 	107 LAKE BLVD	 	 	 	REDDING	 	CA	 	 	96003-2508	 
	3451
	 	795 E SAN YSIDRO BLVD	 	SUITE 1	 	 	 	SAN YSIDRO	 	CA	 	 	92173-3114	 
	3452
	 	MONTGOMERY SQUARE SC	 	165 WITCHWOOD DR	 	 	 	NORTH WALES	 	PA	 	 	19454-1833	 
	3453
	 	PLEASANT HILL SC	 	552 CONTRA COSTA BLVD	 	 	 	PLEASANT HILL	 	CA	 	 	94523-1238	 
	3454
	 	DELWOOD SHOPPING CENTER	 	3909 I-35 N SPACE	 	SPACE D 6	 	AUSTIN	 	TX	 	 	78722-0000	 
	3456
	 	PARKDALE MALL	 	6155 PARKDALE MALL	 	MAILBOX 693	 	BEAUMONT	 	TX	 	 	77706-6700	 
	3457
	 	PIEDMONT MALL	 	325 PIEDMONT DR	 	 	 	DANVILLE	 	VA	 	 	24540-4028	 
	3458
	 	GATEWAY MALL	 	3000 GATEWAY	 	SPACE 510	 	SPRINGFIELD	 	OR	 	 	97477-1033	 
	3459
	 	BERRY HILL S/C	 	19017 S BEAVERCREEK RD	 	 	 	OREGON CITY	 	OR	 	 	97045-9537	 
	3460
	 	BROOK CORNER SC	 	3207 SE MILITARY DRIVE	 	SUITE 101	 	SAN ANTONIO	 	TX	 	 	78223-3876	 
	3461
	 	3012 11TH ST	 	 	 	 	 	HUNTSVILLE	 	TX	 	 	77340-3518	 
	3462
	 	SUPERSTITION SPRINGS	 	6555 E SOUTHERN AVE	 	SUITE 1208	 	MESA	 	AZ	 	 	85206-3718	 
	3463
	 	CAROUSEL CENTER	 	9538 CAROUSEL CTR	 	 	 	SYRACUSE	 	NY	 	 	13290-9501	 
	3465
	 	STRATFORD SQUARE	 	411 BARNUM AVENUE CUTOFF	 	 	 	STRATFORD	 	CT	 	 	06614-5100	 
	3466
	 	BIRD 107 PLAZA	 	10615 SW 40TH ST	 	 	 	MIAMI	 	FL	 	 	33165-3612	 
	3467
	 	WATERS AVENUE SC	 	7021 W WATERS AVE	 	 	 	TAMPA	 	FL	 	 	33634-2203	 
	3468
	 	SHOPS AT TECH RIDGE	 	12901 N I 35 SERVICE RD NB	 	SUITE 120	 	AUSTIN	 	TX	 	 	78753-0000	 
	3470
	 	RIVERVIEW PLAZA S/C	 	3334 N WESTERN AVE	 	 	 	CHICAGO	 	IL	 	 	60618-6213	 
	3471
	 	NORTHWOODS MALL	 	2150 NORTHWOODS BLVD	 	SPACE 812	 	CHARLESTON	 	SC	 	 	29406-0000	 
	3472
	 	9730 DORCHESTER RD	 	SUITE 101-102	 	 	 	SUMMERVILLE	 	SC	 	 	29485-0000	 
	3473
	 	IMPERIAL MALL S/C	 	3595 S FLORIDA AVE	 	 	 	LAKELAND	 	FL	 	 	33803-4860	 
	3474
	 	ROSLINDALE SHOPPING CENTER	 	960 AMERICAN LEGION HIGHWAY	 	 	 	ROSLINDALE	 	MA	 	 	02131-4701	 
	3478
	 	WOBURN MALL	 	300 MISHAWUM RD	 	 	 	WOBURN	 	MA	 	 	01801-6817	 
	3479
	 	FRAMINGHAM MALL	 	400 COCHITUATE RD	 	 	 	FRAMINGHAM	 	MA	 	 	01701-4655	 
	3480
	 	MILFORD PLAZA	 	91 MEDWAY ST UNIT 7	 	 	 	MILFORD	 	MA	 	 	01757-2915	 
	3481
	 	TWIN CITY PLAZA	 	865 MERRIAM AVE	 	 	 	LEOMINSTER	 	MA	 	 	01453-1230	 
	3483
	 	PADUCAH TOWNE CENTER	 	3216 IRVIN COBB DR	 	 	 	PADUCAH	 	KY	 	 	42003-0336	 
	3485
	 	MONTGOMERY PLAZA	 	5011 MONTGOMERY BLVD NE	 	SUITE A	 	ALBUQUERQUE	 	NM	 	 	87109-1350	 
	3486
	 	LAKEWOOD MALL	 	3315 6TH AVE SE	 	 	 	ABERDEEN	 	SD	 	 	57401-5531	 
	3487
	 	MALL OF ST MATTHEWS	 	5000 SHELBYVILLE RD	 	SUITE 1153	 	LOUISVILLE	 	KY	 	 	40207-0000	 
	3488
	 	CROSS KEYS COMMONS	 	3501 RT 42	 	SPACE E-9	 	TURNERSVILLE	 	NJ	 	 	08012-1752	 
	3489
	 	LINCOLNWOOD TOWN CENTER	 	3333 W TOUHY AVE	 	SPACE 1-12	 	LINCOLNWOOD	 	IL	 	 	60712-2721	 
	3490
	 	SHORE MALL	 	6725 BLACK HORSE PIKE	 	SPACE J7	 	EGG HARBOR TOWNSHIP	 	NJ	 	 	08234-3904	 
	3491
	 	OXFORD VALLEY MALL	 	2300 E LINCOLN HWY	 	 	 	LANGHORNE	 	PA	 	 	19047-1824	 






63









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	3492
	 	WESTLAND MALL	 	35000 WARREN RD	 	SPACE B2	 	WESTLAND	 	MI	 	 	48185-6223	 
	3493
	 	COLUMBIA MALL	 	2800 S COLUMBIA RD	 	BOX 85	 	GRAND FORKS	 	ND	 	 	58201-6030	 
	3497
	 	MARKET SQUARE	 	700 SLEATER KINNEY RD SE	 	SPACE I-9	 	LACEY	 	WA	 	 	98503-1150	 
	3498
	 	HARRISBURG MALL	 	3421 HARRISBURG MALL	 	 	 	HARRISBURG	 	PA	 	 	17111-1208	 
	3499
	 	WESTFIELD MERIDEN MALL	 	470 LEWIS AVENUE	 	SUITE 1010	 	MERIDEN	 	CT	 	 	06451-0000	 
	3500
	 	MONTGOMERY MALL	 	163 MONTGOMERY MALL	 	 	 	NORTH WALES	 	PA	 	 	19454-3910	 
	3501
	 	WEST VOLUSIA TOWNE CENTRE	 	985 HARLEY STRICTLAND BLVD	 	SUITE 300	 	ORANGE CITY	 	FL	 	 	32763-0000	 
	3502
	 	1158 E ELIZABETH ST	 	 	 	 	 	BROWNSVILLE	 	TX	 	 	78520-5024	 
	3504
	 	32ND AND MCDOWELL SC	 	3243 E MCDOWELL RD	 	 	 	PHOENIX	 	AZ	 	 	85008-3841	 
	3506
	 	LLOYD CENTER	 	978 LLOYD CTR	 	 	 	PORTLAND	 	OR	 	 	97232-1263	 
	3509
	 	2916 GRANT LINE RD	 	 	 	UNIT 254	 	NEW ALBANY	 	IN	 	 	47150-0000	 
	3510
	 	292 1ST AVE	 	 	 	 	 	NEW YORK	 	NY	 	 	10009-1850	 
	3512
	 	3001 34TH ST N	 	 	 	 	 	SAINT PETERSBURG	 	FL	 	 	33713-2401	 
	3513
	 	FAIRLANE GREEN SHOPPING CENTER	 	3280 FAIRLANE DR	 	 	 	ALLEN PARK	 	MI	 	 	48101-2871	 
	3514
	 	FOOTHILLS CENTER	 	4645 E CHANDLER BLVD	 	SUITE 100	 	PHOENIX	 	AZ	 	 	85048-0424	 
	3515
	 	CONESTOGA MALL	 	3404 W 13TH ST SPACE A-9	 	 	 	GRAND ISLAND	 	NE	 	 	68803-2389	 
	3518
	 	CITY PLACE MALL	 	8661 COLESVILLE RD	 	SUITE B133	 	SILVER SPRING	 	MD	 	 	20910-3932	 
	3520
	 	SUN LAKES VILLAGE	 	300 S HIGHLAND SPRINGS AVE	 	SUITE 2E	 	BANNING	 	CA	 	 	92220-6504	 
	3522
	 	4705 INDIANAPOLIS BLVD	 	 	 	 	 	EAST CHICAGO	 	IN	 	 	46312-3327	 
	3523
	 	BJ PLAZA	 	3457 N UNIVERSITY DR	 	#59 BUILDING 2	 	FORT LAUDERDALE	 	FL	 	 	33351-6754	 
	3524
	 	100 SOLEDAD	 	SUITE 100	 	 	 	SAN ANTONIO	 	TX	 	 	78205-2207	 
	3526
	 	CAPITAL CENTER	 	50 E STATE ST	 	 	 	TRENTON	 	NJ	 	 	08608-1715	 
	3529
	 	144 BROOKSIDE AVENUE	 	SPACE 7	 	SPACE 7	 	CHESTER	 	NY	 	 	10918-1429	 
	3530
	 	TACOMA MALL	 	4502 S STEELE ST	 	SPACE 1147	 	TACOMA	 	WA	 	 	98409-7247	 
	3531
	 	CENTER OF WINTER PARK	 	501 N ORLANDO AVE STE 229	 	 	 	WINTER PARK	 	FL	 	 	32789-2947	 
	3533
	 	FAMILY CENTER AT RIVERDALE	 	1090 W RIVERDALE RD	 	 	 	RIVERDALE	 	UT	 	 	84405-3721	 
	3534
	 	2863 N LAKE BLVD	 	 	 	 	 	LAKE PARK	 	FL	 	 	33403-1959	 
	3536
	 	SAVANNAH MALL	 	14045 ABERCORN ST # 2504	 	BOX 122	 	SAVANNAH	 	GA	 	 	31419-1957	 
	3537
	 	RIVERDALE CROSSING SHOPPING CENTER	 	12940 RIVERDALE DR NW STE 800	 	 	 	COON RAPIDS	 	MN	 	 	55448-8405	 
	3538
	 	1101 3RD ST SW	 	 	 	 	 	WINTER HAVEN	 	FL	 	 	33880-3910	 
	3539
	 	1519 NW LOUISIANA AVE	 	 	 	SPACE 120	 	CHEHALIS	 	WA	 	 	98532-1748	 
	3540
	 	NORTHTOWN PLAZA	 	5556 NORTH FWY	 	 	 	HOUSTON	 	TX	 	 	77076-4702	 
	3541
	 	60 E 42ND ST	 	 	 	 	 	NEW YORK	 	NY	 	 	10165-0000	 
	3542
	 	TARGET CENTER	 	6423 VINELAND AVE # 27	 	 	 	NORTH HOLLYWOOD	 	CA	 	 	91606-2712	 
	3544
	 	13 N STATE ST	 	 	 	 	 	CHICAGO	 	IL	 	 	60602-3200	 
	3546
	 	TYSON CROSSINGS	 	8353 LEESBURG PIKE	 	 	 	VIENNA	 	VA	 	 	22182-2407	 






64









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	3547
	 	OLDEN PLAZA	 	1626 N OLDEN AVE # 1639	 	 	 	TRENTON	 	NJ	 	 	08638-3211	 
	3549
	 	111 SALE BARN RD	 	SUITE 9	 	 	 	STORM LAKE	 	IA	 	 	50588-0000	 
	3550
	 	GRANITE RUN MALL	 	1067 W BALTIMORE PIKE	 	 	 	MEDIA	 	PA	 	 	19063-5121	 
	3554
	 	WILTON MALL	 	3065 ROUTE 50	 	 	 	SARATOGA SPRINGS	 	NY	 	 	12866-2960	 
	3555
	 	CENTRE AT SALISBURY	 	2300 N SALISBURY BLVD	 	SPACE K-114	 	SALISBURY	 	MD	 	 	21801-7832	 
	3557
	 	MORGANTOWN MALL	 	9213 MALL RD	 	 	 	MORGANTOWN	 	WV	 	 	26501-8401	 
	3559
	 	NORTHFIELD SQUARE SHOPPING CENTER	 	1600 N STATE ROUTE 50	 	SUITE 602	 	BOURBONNAIS	 	IL	 	 	60914-4894	 
	3561
	 	WEST VOLUSIA SHOPPING CENTER	 	2621 S WOODLAND BLVD	 	 	 	DELAND	 	FL	 	 	32720-8667	 
	3562
	 	TOWN EAST MALL OUTPARCEL	 	1638 N TOWN EAST BLVD	 	SUITE 126	 	MESQUITE	 	TX	 	 	75150-5738	 
	3563
	 	FESTIVAL AT HYANNIS	 	1070 IYANOUGH RD	 	 	 	HYANNIS	 	MA	 	 	02601-1871	 
	3564
	 	LEAGUE CITY MARKETPLACE	 	2950A GULF FWY SOUTH	 	 	 	LEAGUE CITY	 	TX	 	 	77573-6751	 
	3566
	 	BLOOMINGDALE COURT	 	316 W ARMY TRAIL RD # 100	 	SUITE D15	 	BLOOMINGDALE	 	IL	 	 	60108-2300	 
	3567
	 	NORTHPOINTE PLAZA	 	9762 N NEWPORT HWY	 	 	 	SPOKANE	 	WA	 	 	99218-1249	 
	3569
	 	21 GRAHAM AVE	 	 	 	 	 	BROOKLYN	 	NY	 	 	11206-4008	 
	3575
	 	TANGER OUTLET MALL	 	303 TANGER MALL DR	 	 	 	RIVERHEAD	 	NY	 	 	11901-0000	 
	3577
	 	COLORADO MILLS	 	14500 W COLFAX AVE	 	SP 527	 	LAKEWOOD	 	CO	 	 	80401-3221	 
	3578
	 	CHESTERFIELD TOWNE CENTER	 	11500 MIDLOTHIAN TPKE	 	 	 	RICHMOND	 	VA	 	 	23235-4761	 
	3579
	 	NORTHGATE MALL	 	9511 COLERAIN AVE	 	 	 	CINCINNATI	 	OH	 	 	45251-2003	 
	3581
	 	GREECE RIDGE CENTER MALL	 	316 GREECE RIDGE CENTER DR	 	 	 	ROCHESTER	 	NY	 	 	14626-2819	 
	3586
	 	RED BUD CENTER	 	2409 W KENOSHA	 	SUITE 113	 	BROKEN ARROW	 	OK	 	 	74012-8964	 
	3587
	 	RIVER CITY SHOPPING CENTER	 	104 RIVER ST	 	 	 	WALTHAM	 	MA	 	 	02453-8306	 
	3588
	 	819 N 666 HIGHWAY	 	 	 	 	 	GALLUP	 	NM	 	 	87301-5389	 
	3589
	 	GOVERNERS PLAZA SHOPPING CENTER	 	9110 UNION CEMETERY RD	 	 	 	CINCINNATI	 	OH	 	 	45249-2006	 
	3591
	 	TRI-CITY PLAZA	 	35 TALCOTVILLE RD	 	 	 	VERNON	 	CT	 	 	06066-5261	 
	3592
	 	PROSPECT AVENUE PLAZA	 	30 KANE ST	 	 	 	WEST HARTFORD	 	CT	 	 	06119-2109	 
	3593
	 	EASTERN SC	 	3202 US HIGHWAY 10 E	 	 	 	MOORHEAD	 	MN	 	 	56560-2524	 
	3594
	 	CRYSTAL RIVER MALL	 	1801 NW US HIGHWAY 19 STE 381	 	 	 	CRYSTAL RIVER	 	FL	 	 	34428-6191	 
	3601
	 	208 W 125TH ST	 	 	 	 	 	NEW YORK	 	NY	 	 	10027-4410	 
	3603
	 	3311 N MILWAUKEE AVE	 	 	 	 	 	CHICAGO	 	IL	 	 	60641-4003	 
	3604
	 	HANFORD SC	 	180 N 12TH AVE	 	 	109 	HANFORD	 	CA	 	 	93230-5983	 
	3605
	 	1628 DEL PRADO BLVD S	 	 	 	 	 	CAPE CORAL	 	FL	 	 	33990-3743	 
	3606
	 	WALPOLE MALL	 	90 PROVIDENCE HWY	 	SUITE 12	 	EAST WALPOLE	 	MA	 	 	02032-1520	 
	3607
	 	N96W18453 COUNTY LINE RD	 	 	 	 	 	MENOMONEE FALLS	 	WI	 	 	53051-7101	 
	3609
	 	DELRAY TOWN CENTER	 	4801 LINTON BLVD	 	 	 	DELRAY BEACH	 	FL	 	 	33445-6503	 
	3612
	 	BAY CITY MALL	 	4101 WILDER RD STE C333	 	 	 	BAY CITY	 	MI	 	 	48706-2268	 
	3613
	 	SOUTH BEACH REGIONAL SHOPPING CENTER	 	3846 S 3RD STREET SPACE #36	 	 	 	JACKSONVILLE	 	FL	 	 	32250-5824	 







65











 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	3616

	 	3819 E FOOTHILL BLVD #23
	 	 	 	 	 	PASADENA
	 	CA
	 	91107-2204
	3617

	 	NORTHWEST ARKANSAS MALL
	 	4201 N SHILOH DR
	 	 	 	FAYETTEVILLE
	 	AR
	 	72703-5197
	3618

	 	NORTHWOOD SC
	 	1227 BRUCE B DOWNS BLVD
	 	 	 	WESLEY CHAPEL
	 	FL
	 	33543-0000
	3619

	 	IRONWOOD SQUARE
	 	226 W IRONWOOD DR STE 3
	 	 	 	COEUR D ALENE
	 	ID
	 	83814-2678
	3620

	 	WESTBROOK SHOPPING CENTER
	 	2140 E MORELAND BLVD
	 	 	 	WAUKESHA
	 	WI
	 	53186-4021
	3621

	 	MEDFORD CENTER OUTLET
	 	6750 W FRONTAGE ROAD
	 	STE 351
	 	MEDFORD
	 	MN
	 	55049-0000
	3622

	 	GALLERY AT MARKET EAST
	 	901 MARKET ST
	 	SUITE 60
	 	PHILADELPHIA
	 	PA
	 	19107-3009
	3623

	 	MONROEVILLE MALL
	 	104 MONROEVILLE MALL RD
	 	SUITE A
	 	MONROEVILLE
	 	PA
	 	15146-2224
	3624

	 	ORANGE MEADOWS SC
	 	550 BOSTON POST RD
	 	SPACE 4
	 	ORANGE
	 	CT
	 	06477-0000
	3625

	 	874 FLATBUSH AVE
	 	 	 	 	 	BROOKLYN
	 	NY
	 	11226-3102
	3627

	 	379 KNICKERBOCKER AVE
	 	 	 	 	 	BROOKLYN
	 	NY
	 	11237-3701
	3629

	 	CAPITOLA MALL
	 	1855 41ST AVE
	 	SPACE D5 F11
	 	CAPITOLA
	 	CA
	 	95010-2511
	3631

	 	LAUREL SQUARE
	 	1930 ROUTE 88
	 	 	 	BRICK
	 	NJ
	 	08724-3153
	3632

	 	ARROWHEAD POINT
	 	701 N COMMERCIAL ST
	 	SUITE 15
	 	HARRISBURG
	 	IL
	 	62946-3328
	3634

	 	SOUTHPARK MALL
	 	4500 16TH ST
	 	SPACE 328
	 	MOLINE
	 	IL
	 	61265-7078
	3635

	 	COUNTRYSIDE MALL
	 	27001 US 19 NORTH
	 	SUITE 2070
	 	CLEARWATER
	 	FL
	 	33761-3413
	3637

	 	209 E FORDHAM RD
	 	 	 	 	 	BRONX
	 	NY
	 	10458-5014
	3638

	 	VILLAGE CROSSING
	 	5553 TOUHY AVE
	 	 	 	SKOKIE
	 	IL
	 	60077-3235
	3640

	 	CIELO VISTA MALL
	 	8600 GATEWAY BLVD W
	 	 	 	EL PASO
	 	TX
	 	79925-5624
	3641

	 	FRANKLIN MILLS MALL
	 	1289 FRANKLIN MILL CIRCLE
	 	 	 	PHILADELPHIA
	 	PA
	 	19154-3129
	3642

	 	16211 JAMAICA AVE
	 	 	 	 	 	JAMAICA
	 	NY
	 	11432-4909
	3645

	 	MCALLEN SHOPPING CENTER
	 	7400 N 10TH ST
	 	SUITE 1
	 	MCALLEN
	 	TX
	 	78504-7700
	3646

	 	2184 WHITE PLAINS RD
	 	 	 	 	 	BRONX
	 	NY
	 	10462-0000
	3648

	 	NATIONAL CITY PLAZA
	 	2 NORTH EUCLID SPACE A
	 	 	 	NATIONAL CITY
	 	CA
	 	91950-1934
	3649

	 	HOOKSET CROSSING
	 	210 QUALITY DRIVE SUITE D3
	 	 	 	HOOKSETT
	 	NH
	 	03106-2637
	3650

	 	PALM VALLEY PAVILLIONS
	 	1428 N LITCHFIELD RD
	 	SPACE E4
	 	GOODYEAR
	 	AZ
	 	85338-0000
	3652

	 	1552-54 WESTCHESTER AVE
	 	 	 	 	 	BRONX
	 	NY
	 	10472-2919
	3655

	 	FLAGLER PARK PLAZA
	 	8297 W FLAGLER ST
	 	 	 	MIAMI
	 	FL
	 	33144-2070
	3656

	 	PASEO DEL NORTE SC
	 	9301 COORS BLVD NW
	 	SUITE B-1
	 	ALBUQUERQUE
	 	NM
	 	87114-4005
	3657

	 	K-MART SHOPPING CENTER
	 	5567 OVERSEAS HWY
	 	 	 	MARATHON
	 	FL
	 	33050-2712
	3658

	 	STARKVILLE CROSSING
	 	812 HIGHWAY 12
	 	 	 	STARKVILLE
	 	MS
	 	39759-3580
	3659

	 	832 S STATE ST
	 	 	 	 	 	CLARKSDALE
	 	MS
	 	38614-4804
	3660

	 	HANOVER SQUARE
	 	7378 BELL CREEK RD
	 	SPACE B5-B6
	 	MECHANICSVILLE
	 	VA
	 	23111-3545
	3661

	 	WATERBURY PLAZA
	 	232 CHASE AVE
	 	 	 	WATERBURY
	 	CT
	 	06704-2237
	3662

	 	8811 SW 107TH AVE
	 	 	 	 	 	MIAMI
	 	FL
	 	33176-1411
	3663

	 	REGENCY COMMONS SC
	 	651 COMMERCE CENTER DR
	 	UNIT 515
	 	JACKSONVILLE
	 	FL
	 	32225-7210






66









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	3664

	 	UPHAMS CORNER
	 	786 DUDLEY ST
	 	 	 	DORCHESTER
	 	MA
	 	02125-2276
	3665

	 	CAMBRIDGE GALLERIA
	 	100 CAMBRIDGE PLACE
	 	SUITE W109
	 	CAMBRIDGE
	 	MA
	 	02142-0000
	3667

	 	1243 FULTON ST
	 	 	 	 	 	BROOKLYN
	 	NY
	 	11216-2004
	3669

	 	KENDALL VILLAGE CENTER
	 	8665 SW 124TH AVE
	 	 	 	MIAMI
	 	FL
	 	33186-0000
	3670

	 	12460 BISCAYNE BLVD # 90
	 	 	 	 	 	MIAMI
	 	FL
	 	33181-2521
	3672

	 	COLONIAL MALL OF AUBURN-OPELIKA
	 	1627 OPELIKA RD
	 	SUITE 11
	 	AUBURN
	 	AL
	 	36830-2871
	3674

	 	WESTGATE SHOPPING CENTER
	 	400 LOWELL AVE SUITE 4
	 	 	 	HAVERHILL
	 	MA
	 	01832-3661
	3675

	 	NORTH RIVERSIDE PARK MALL
	 	7501 W CERMAK RD
	 	 	 	NORTH RIVERSIDE
	 	IL
	 	60546-1461
	3676

	 	PARADISE VALLEY MALL
	 	4550 E CACTUS RD
	 	SUITE 330
	 	PHOENIX
	 	AZ
	 	85032-7728
	3677

	 	VALLEY PARK CENTRE
	 	3091 E MAIN ST
	 	 	 	RUSSELLVILLE
	 	AR
	 	72802-9643
	3678

	 	ITC CROSSING
	 	30 INTERNATIONAL DRIVE
	 	SPACE E3
	 	FLANDERS
	 	NJ
	 	07836-4107
	3679

	 	BRUNKER PLAZA
	 	1929 TURNBULL AVE
	 	 	 	BRONX
	 	NY
	 	10473-2516
	3680

	 	950 S GENERAL MCMULLEN DR
	 	 	 	 	 	SAN ANTONIO
	 	TX
	 	78237-3135
	3681

	 	RIMROCK MALL
	 	300 S 24TH ST W
	 	 	 	BILLINGS
	 	MT
	 	59102-5650
	3684

	 	CRANBROOK VILLAGE SC
	 	930 WEST EISHENHOWER
	 	 	 	ANN ARBOR
	 	MI
	 	48103-6448
	3685

	 	510 FULTON ST
	 	 	 	 	 	BROOKLYN
	 	NY
	 	11201-5307
	3686

	 	LEDGEWOOD MALL
	 	461 STATE ROUTE 10
	 	SUITE 8
	 	LEDGEWOOD
	 	NJ
	 	07852-9638
	3687

	 	2840 HWY 95
	 	SUITE 410
	 	SPACE 312
	 	BULLHEAD CITY
	 	AZ
	 	86442-0000
	3688

	 	ERIE MARKET PLACE
	 	6714 PEACH ST
	 	 	 	ERIE
	 	PA
	 	16509-7712
	3689

	 	UNION PLAZA SHOPPING CENTER
	 	2401 RT 22
	 	 	 	UNION
	 	NJ
	 	07083-8514
	3690

	 	TORRINGTON DOWNTOWN SC
	 	47 S MAIN ST # 48
	 	 	 	TORRINGTON
	 	CT
	 	06790-6430
	3692

	 	SOUTHPORT SHOPPING CENTER
	 	15050 CEDAR AVE SOUTH
	 	SPACE 119
	 	APPLE VALLEY
	 	MN
	 	55124-7045
	3693

	 	OMACHE SHOPPING CENTER
	 	606 OMACHE DRIVE # F
	 	 	 	OMAK
	 	WA
	 	98841-9692
	3694

	 	2041 NW TOPEKA BLVD
	 	 	 	 	 	TOPEKA
	 	KS
	 	66608-1828
	3697

	 	SERRAMONTE CENTER
	 	127 F SERRAMONTE CENTER SPACE 652
	 	 	 	DALY CITY
	 	CA
	 	94015-2349
	3698

	 	MERRITT SQUARE MALL
	 	777 E MERRITT ISLAND CSWY
	 	 	 	MERRITT ISLAND
	 	FL
	 	32952-3588
	3700

	 	NORTHWOOD PLAZA
	 	6103 STELLHORN RD
	 	 	 	FORT WAYNE
	 	IN
	 	46815-5357
	3701

	 	SIKES CENTER MALL
	 	3111 MIDWESTERN PARKWAY #356
	 	 	 	WICHITA FALLS
	 	TX
	 	76308-2837
	3702

	 	MONTGOMERY VILLAGE
	 	9659 LOST KNIFE RD
	 	 	 	GAITHERSBURG
	 	MD
	 	20877-2620
	3705

	 	MADISON PLACE
	 	32107 JOHN R RD
	 	 	 	MADISON HEIGHTS
	 	MI
	 	48071-4722
	3706

	 	ALPENA MALL
	 	2352 US 23 SOUTH
	 	SPACE 350
	 	ALPENA
	 	MI
	 	49707-4546
	3708

	 	PLAZA VISTA MALL
	 	629 NO HWY 90 SUITE 1
	 	 	 	SIERRA VISTA
	 	AZ
	 	85635-2257
	3710

	 	SUNRISE MALL
	 	2170 SUNRISE MALL
	 	 	 	MASSAPEQUA
	 	NY
	 	11758-4327
	3711

	 	PALO VERDE VILLAGE SC
	 	2850 S PACIFIC AVE
	 	SPACE F6
	 	YUMA
	 	AZ
	 	85365-3513
	3713

	 	CENTRAL VALLEY PLAZA
	 	2225 PLAZA PKY STE K1
	 	 	 	MODESTO
	 	CA
	 	95350-6220
	3714

	 	GREAT NORTHEAST PLAZA
	 	7300 BUSTLETON AVE
	 	SPACE 211
	 	PHILADELPHIA
	 	PA
	 	19152-4311






67









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	3715

	 	WESTOVER PLACE SHOPPING CENTER
	 	8219 STATE HIGHWAY 151
	 	SUITE 128
	 	SAN ANTONIO
	 	TX
	 	78245-2193
	3716

	 	REDHAWK TOWN CENTER
	 	32155 HWY 79
	 	SUITE E3
	 	TEMECULA
	 	CA
	 	92592-9509
	3717

	 	OLYMPIC TOWER BLDG
	 	1529 3RD AVE
	 	 	 	SEATTLE
	 	WA
	 	98101-1611
	3719

	 	484 NORTH 950 WEST
	 	SPACE A
	 	 	 	AMERICAN FORK
	 	UT
	 	84003-0000
	3720

	 	SAWGRASS MILLS
	 	12801 W SUNRISE BLVD
	 	SPACE 333
	 	SUNRISE
	 	FL
	 	33323-4003
	3721

	 	DEMBIGH VILLAGE
	 	14346 WARWICK BLVD
	 	SPACE 430
	 	NEWPORT NEWS
	 	VA
	 	23602-3814
	3722

	 	THE HUB AT HEMPSTEAD SHOPPING CENTER
	 	144 FULTON AVE
	 	 	 	HEMPSTEAD
	 	NY
	 	11550-3708
	3723

	 	GALLERIA AT PITTSBURGH MILLS
	 	536 PITTSBURGH MILLS CIRCLE
	 	 	 	TARENTUM
	 	PA
	 	15084-3832
	3725

	 	KINGS CANYON PAVILION
	 	4975 E KINGS CANYON RD
	 	 	 	FRESNO
	 	CA
	 	93727-3812
	3726

	 	FIVE TOWNS SHOPPING CENTER
	 	25301 ROCKAWAY BLVD
	 	SUITE 13
	 	ROSEDALE
	 	NY
	 	11422-3132
	3729

	 	TOWN AND COUNTRY SHOPPING CENTER
	 	1835 S UNIVERSITY DR
	 	 	 	FORT LAUDERDALE
	 	FL
	 	33324-5805
	3731

	 	500 S EL PASO ST
	 	 	 	 	 	EL PASO
	 	TX
	 	79901-2728
	3732

	 	THE CROSSROADS SHOPPING CENTER
	 	1525 US HWY 41
	 	SUITE C-34
	 	SCHERERVILLE
	 	IN
	 	46375-1395
	3733

	 	8455 CRESTWAY DR
	 	SPACE 101
	 	 	 	CONVERSE
	 	TX
	 	78109-0000
	3734

	 	LEVITTOWN SHOPPING CENTER
	 	2997 HEMPSTEAD TPKE
	 	 	 	LEVITTOWN
	 	NY
	 	11756-1330
	3735

	 	CENTEREACH MALL SPACE 45A
	 	15 CENTEREACH MALL
	 	SPACE 45-A
	 	CENTEREACH
	 	NY
	 	11720-2712
	3737

	 	WEST ACRES MALL
	 	3902 13TH AVE S
	 	SUITE 646
	 	FARGO
	 	ND
	 	58103-3371
	3738

	 	CHARLESTON COMMONS
	 	89 N NELLIS BLVD
	 	 	 	LAS VEGAS
	 	NV
	 	89110-5330
	3741

	 	BAYBROOK MALL
	 	1056 BAYBROOK MALL
	 	 	 	FRIENDSWOOD
	 	TX
	 	77546-2744
	3743

	 	DEPTFORD MALL
	 	1750 DEPTFORD CENTER RD
	 	SPACE 2A1
	 	DEPTFORD
	 	NJ
	 	08096-5218
	3744

	 	QUEENS PLAZA
	 	837 QUEEN ST
	 	 	 	SOUTHINGTON
	 	CT
	 	06489-1507
	3745

	 	10798 S POST OAK RD
	 	 	 	 	 	HOUSTON
	 	TX
	 	77035-3334
	3747

	 	MELBOURNE SQUARE MALL
	 	1700 W NEW HAVEN AVE
	 	 	 	WEST MELBOURNE
	 	FL
	 	32904-3910
	3750

	 	CODDINGTOWN MALL
	 	250 CODDINGTOWN CENTER
	 	 	 	SANTA ROSA
	 	CA
	 	95401-0000
	3751

	 	BISCAYNE PLAZA SHOPPING CENTER
	 	7960 BISCAYNE BLVD
	 	 	 	MIAMI
	 	FL
	 	33138-4619
	3752

	 	1023 HANES MALL BLVD
	 	 	 	 	 	WINSTON SALEM
	 	NC
	 	27103-1310
	3753

	 	1340 E ELIZABETH ST
	 	 	 	 	 	BROWNSVILLE
	 	TX
	 	78520-5028
	3754

	 	793 MANHATTAN AVE
	 	 	 	 	 	BROOKLYN
	 	NY
	 	11222-2710
	3756

	 	MEDWICK MARKETPLACE
	 	1097 N COURT ST
	 	 	 	MEDINA
	 	OH
	 	44256-1566
	3757

	 	SUGAR HOUSE
	 	2274 S 1300 E STE G1
	 	 	 	SALT LAKE CITY
	 	UT
	 	84106-2882
	3758

	 	K MART SHOPPING CENTER
	 	2061 S US 1
	 	 	 	FORT PIERCE
	 	FL
	 	34950-5149
	3761

	 	SCOTTSDALE PAVILIONS
	 	8940 E INDIAN BEND RD
	 	SPACE B4 AND B5
	 	SCOTTSDALE
	 	AZ
	 	85250-8507
	3764

	 	SOUTHLAKE MALL
	 	2101 SOUTHLAKE MALL
	 	SPACE DU836
	 	MERRILLVILLE
	 	IN
	 	46410-6438
	3765

	 	HIGHLANDS OF FLOWER MOUND
	 	6101 LONG PRAIRIE RD
	 	SUITE 100
	 	FLOWER MOUND
	 	TX
	 	75028-0000
	3766

	 	CENTURY PLAZA
	 	164 CENTURY PLAZA SPACE EL-07
	 	 	 	BIRMINGHAM
	 	AL
	 	35210-1801
	3771

	 	1124 MCRAE BLVD
	 	 	 	 	 	EL PASO
	 	TX
	 	79925-7624






68









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	3772

	 	JACKSON CROSSING
	 	1216 JACKSON CROSSING SPACE D-47
	 	 	 	JACKSON
	 	MI
	 	49202-2042
	3773

	 	SOUTHTOWN CENTER
	 	4346 SCATTERFIELD RD
	 	 	 	ANDERSON
	 	IN
	 	46013-2631
	3774

	 	ATACOSCA MARKET
	 	2087 W OAKLAWN
	 	SUITE 206
	 	PLEASANTON
	 	TX
	 	78064-4608
	3775

	 	2546 DAWSON RD
	 	 	 	 	 	ALBANY
	 	GA
	 	31707-2316
	3777

	 	11400 W MARKHAM ST
	 	 	 	 	 	LITTLE ROCK
	 	AR
	 	72211-2890
	3778

	 	WHITE MARSH MALL
	 	8200 PERRY HALL BLVD
	 	 	 	BALTIMORE
	 	MD
	 	21236-4901
	3779

	 	HILLTOP MALL
	 	1319 HILLTOP MALL RD
	 	 	 	RICHMOND
	 	CA
	 	94806-1912
	3780

	 	1020 N BELL BLVD
	 	 	 	 	 	CEDAR PARK
	 	TX
	 	78613-0000
	3782

	 	PALMER PARK MALL
	 	149 PALMER PARK MALL
	 	SPACE 4C
	 	EASTON
	 	PA
	 	18045-0000
	3783

	 	JEFFERSON MALL
	 	4801 OUTER LOOP
	 	SUITE D-612
	 	LOUISVILLE
	 	KY
	 	40219-0000
	3784

	 	ISLANDIA SHOPPING CENTER
	 	1794 VETERANS MEMORIAL HWY
	 	 	 	ISLANDIA
	 	NY
	 	11749-1548
	3785

	 	NORTHTOWN MALL
	 	4750 N DIVISION ST
	 	SUITE 138
	 	SPOKANE
	 	WA
	 	99207-1441
	3787

	 	CHESTERFIELD CROSSING
	 	11357 MIDLOTHIAN TURNPIKE
	 	 	 	RICHMOND
	 	VA
	 	23235-4715
	3788

	 	EAST BROOK MALL
	 	95 STORRS ROAD SPACE #13
	 	 	 	WILLIMANTIC
	 	CT
	 	06226-4012
	3789

	 	SPRINGFIELD PLAZA
	 	1327 LIBERTY ST
	 	 	 	SPRINGFIELD
	 	MA
	 	01104-1170
	3790

	 	574 BLOOMFIELD AVE
	 	 	 	 	 	BLOOMFIELD
	 	NJ
	 	07003-3302
	3793

	 	801 S 10TH ST
	 	 	 	 	 	MCALLEN
	 	TX
	 	78501-5048
	3794

	 	COCHRAN PLAZA
	 	144 COCHRANE PLZ
	 	 	 	MORGAN HILL
	 	CA
	 	95037-2812
	3795

	 	MARTINSBURG MALL
	 	800 FOX CROFT AVE RM
	 	ROOM 202
	 	MARTINSBURG
	 	WV
	 	25401-1829
	3797

	 	WOODBRIDGE CENTER MALL
	 	102 WOODBRIDGE CENTER DR
	 	 	 	WOODBRIDGE
	 	NJ
	 	07095-1124
	3799

	 	349 GEORGE ST
	 	 	 	 	 	NEW BRUNSWICK
	 	NJ
	 	08901-2012
	3800

	 	JORDAN LANE SHOPPING CENTER
	 	1380 BERLIN TPKE
	 	 	 	WETHERSFIELD
	 	CT
	 	06109-1010
	3801

	 	3643 S DALE MABRY HWY
	 	 	 	 	 	TAMPA
	 	FL
	 	33629-8608
	3802

	 	1167 LIBERTY AVE
	 	 	 	 	 	BROOKLYN
	 	NY
	 	11208-3331
	3804

	 	805 COLLEGE BLVD STE 101
	 	 	 	 	 	OCEANSIDE
	 	CA
	 	92057-6258
	3805

	 	GALLERIA AT TYLER
	 	1357 GALLERIA AT TYLER # E-22
	 	 	 	RIVERSIDE
	 	CA
	 	92503-4141
	3806

	 	HULEN MALL
	 	4800 S HULEN ST STE 102
	 	 	 	FORT WORTH
	 	TX
	 	76132-1400
	3807

	 	KMART SHOPPING CENTER
	 	2100 GULF TO BAY BLVD
	 	 	 	CLEARWATER
	 	FL
	 	33765-3916
	3808

	 	ECHELON MALL
	 	2035 ECHELON MALL
	 	 	 	VOORHEES
	 	NJ
	 	08043-1943
	3810

	 	FACTORY OUTLET MALL
	 	1950 MILITARY RD
	 	 	 	NIAGARA FALLS
	 	NY
	 	14304-1737
	3812

	 	5707-09 MYRTLE AVE
	 	 	 	 	 	RIDGEWOOD
	 	NY
	 	11385-4933
	3813

	 	BOULEVARD PLAZA SC
	 	11000 ROOSEVELT BLVD
	 	SUITE C11
	 	PHILADELPHIA
	 	PA
	 	19115-0000
	3815

	 	PREMIER LANDING SC
	 	255 PREMIER BLVD
	 	 	 	ROANOKE RAPIDS
	 	NC
	 	27870-0000
	3816

	 	HARDEN RANCH PLAZA
	 	1648 N MAIN ST
	 	 	 	SALINAS
	 	CA
	 	93906-5102
	3818

	 	100 W MAIN ST
	 	 	 	 	 	EAGLE PASS
	 	TX
	 	78852-4551
	3819

	 	456 HEMPSTEAD TPKE
	 	 	 	 	 	WEST HEMPSTEAD
	 	NY
	 	11552-1305






69









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	3820

	 	K-MART PLAZA
	 	1549 HILLMAN ST
	 	 	 	TULARE
	 	CA
	 	93274-1632
	3821

	 	NORTHWEST PROMENADE
	 	8430 ROSEDALE HIGHWAY
	 	UNIT 7
	 	BAKERSFIELD
	 	CA
	 	93312-2621
	3822

	 	DELLVIEW MARKETPLACE
	 	1803 VANCE JACKSON BLDG 4
	 	SUITE 408
	 	SAN ANTONIO
	 	TX
	 	78213-0000
	3823

	 	OAKDALE MALL
	 	2A OAKDALE MALL
	 	 	 	JOHNSON CITY
	 	NY
	 	13790-2280
	3824

	 	TROPICANA CENTRE
	 	3175 E TROPICANA AVE # A
	 	 	 	LAS VEGAS
	 	NV
	 	89121-7352
	3825

	 	HYLAN SHOPPING CENTER
	 	2600 HYLAN BLVD
	 	SPACE V
	 	STATEN ISLAND
	 	NY
	 	10306-4336
	3827

	 	SANTA ROSA VALUE CENTER
	 	711 STONY POINT RD
	 	 	 	SANTA ROSA
	 	CA
	 	95407-6848
	3828

	 	8110 CAMP CREEK BLVD
	 	SUITE 119
	 	 	 	OLIVE BRANCH
	 	MS
	 	38654-1613
	3830

	 	BURLINGTON CENTER MALL
	 	2501 BURLINGTON MOUNT HOLLY RD
	 	 	 	BURLINGTON
	 	NJ
	 	08016-4802
	3831

	 	EASTWAY CROSSING
	 	3124 EASTWAY DR
	 	SUITE 620
	 	CHARLOTTE
	 	NC
	 	28205-5664
	3834

	 	COLONIAL SHOPPING CENTER
	 	2836 PINE GROVE AVE
	 	 	 	PORT HURON
	 	MI
	 	48060-1971
	3835

	 	1047 SOUTHERN BLVD
	 	 	 	 	 	BRONX
	 	NY
	 	10459-3427
	3836

	 	CHANTILLY CROSSING
	 	14403 CHANTILLY CROSSING LANE
	 	 	 	CHANTILLY
	 	VA
	 	20151-2116
	3837

	 	RED MILL COMMONS
	 	1169 NIMMO PARKWAY 214
	 	 	 	VIRGINIA BEACH
	 	VA
	 	23456-7730
	3838

	 	KALISPELL CENTER MALL
	 	20 N MAIN ST
	 	 	 	KALISPELL
	 	MT
	 	59901-4080
	3839

	 	K MART SHOPPING CENTER
	 	111 SOUTH MAAG AVE
	 	STE M
	 	OAKDALE
	 	CA
	 	95361-7604
	3842

	 	817 E TREMONT AVE
	 	 	 	 	 	BRONX
	 	NY
	 	10460-4108
	3843

	 	MCCAIN MALL
	 	3929 MCCAIN SPACE I-5
	 	 	 	NORTH LITTLE ROCK
	 	AR
	 	72116-8088
	3845

	 	COLUMBIA MALL
	 	7210 TWO NOTCH RD
	 	SUITE 308
	 	COLUMBIA
	 	SC
	 	29223-7533
	3846

	 	4395 BOCA SQUARE
	 	21661 STATE ROAD 7
	 	 	 	BOCA RATON
	 	FL
	 	33428-1812
	3847

	 	HARRISVILLE SHOPPING CENTER
	 	486 NORTH 325 EAST
	 	 	 	HARRISVILLE
	 	UT
	 	84404-0000
	3849

	 	ELMWOOD PARK SHOPPING CENTER
	 	100 BROADWAY
	 	 	 	ELMWOOD PARK
	 	NJ
	 	07407-3043
	3850

	 	CHARLESTOWNE CENTRE
	 	3800 E MAIN ST SPACE G205A
	 	 	 	SAINT CHARLES
	 	IL
	 	60174-2480
	3852

	 	VALLEY VIEW MALL
	 	3800 STATE ROAD 16
	 	SPACE 159
	 	LA CROSSE
	 	WI
	 	54601-1898
	3853

	 	GRAND AVENUE MALL
	 	275 W WISCONSIN AVE
	 	SPACE 2015
	 	MILWAUKEE
	 	WI
	 	53203-3318
	3854

	 	RICHARDSON HEIGHTS VILLAGE
	 	104 RICHARDSON HEIGHTS CTR
	 	 	 	RICHARDSON
	 	TX
	 	75080-6304
	3855

	 	94 CROSSING SC
	 	6167 MID RIVERS MALL DR
	 	 	 	SAINT PETERS
	 	MO
	 	63304-1105
	3856

	 	CHRIS-TOWN MALL
	 	1623 W BETHANY HOME RD
	 	 	 	PHOENIX
	 	AZ
	 	85015-2519
	3857

	 	WILKINSON CROSSING
	 	3210 WILKINSON BLVD
	 	SUITE B1
	 	CHARLOTTE
	 	NC
	 	28208-0000
	3858

	 	OGLETHORPE MALL
	 	7804 ABERCORN EXT UNIT 36
	 	 	 	SAVANNAH
	 	GA
	 	31406-3502
	3859

	 	FASHION SQUARE MALL
	 	4901 FASHION SQUARE MALL UNIT D400
	 	 	 	SAGINAW
	 	MI
	 	48604-2707
	3860

	 	RIVER HILLS MALL
	 	1850 ADAMS ST STE 132
	 	 	 	MANKATO
	 	MN
	 	56001-4846
	3861

	 	ASHEVILLE MALL
	 	3 SOUTH TUNNEL ROAD
	 	SUITE 205
	 	ASHEVILLE
	 	NC
	 	28805-2221
	3863

	 	CARY TOWNE VILLAGE
	 	1105 WALNUT ST
	 	 	 	CARY
	 	NC
	 	27511-4762
	3865

	 	CARROLLWOOD COMMONS
	 	15166 N DALE MABRY HWY
	 	 	 	TAMPA
	 	FL
	 	33618-1817
	3866

	 	SELDEN PLAZA
	 	269 MIDDLE COUNTRY RD
	 	 	 	SELDEN
	 	NY
	 	11784-2565






70









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	3867

	 	472 5TH AVE
	 	 	 	 	 	BROOKLYN
	 	NY
	 	11215-4004
	3868

	 	ILLINOIS CENTRE
	 	3000 W DEYOUNG ST # 434
	 	 	 	MARION
	 	IL
	 	62959-4893
	3871

	 	GURNEE MILLS MALL
	 	6170 GRAND AVE STE 139
	 	 	 	GURNEE
	 	IL
	 	60031-4539
	3872

	 	PINE RIDGE SQUARE
	 	1405 W MAIN ST # 2
	 	 	 	GAYLORD
	 	MI
	 	49735-8946
	3873

	 	SEACOAST SHOPPING CENTER
	 	270 LAFAYETTE RD UNIT 7
	 	 	 	SEABROOK
	 	NH
	 	03874-4541
	3874

	 	RANDHURST MALL
	 	999 N ELMHURST RD
	 	SUITE 2295
	 	MOUNT PROSPECT
	 	IL
	 	60056-1143
	3875

	 	WHEELER ROAD SHOPPING CENTER
	 	6 WHEELER RD
	 	 	 	CENTRAL ISLIP
	 	NY
	 	11722-2128
	3876

	 	EAST TOWNE MALL
	 	38 E TOWNE MALL
	 	SPACE E536
	 	MADISON
	 	WI
	 	53704-0000
	3878

	 	TATUM POINT SHOPPING CENTER
	 	4727 E BELL RD STE 1
	 	 	 	PHOENIX
	 	AZ
	 	85032-2310
	3880

	 	PASEO DEL PRADO
	 	1199 W FLAGLER ST
	 	 	 	MIAMI
	 	FL
	 	33130-1055
	3881

	 	IVES PLAZA
	 	19946 NW 2ND AVE
	 	 	 	MIAMI
	 	FL
	 	33169-2904
	3882

	 	REGENCY SQUARE MALL
	 	9501 ARLINGTON EXPWY
	 	SUITE 770
	 	JACKSONVILLE
	 	FL
	 	32225-8200
	3884

	 	JAMAICA PLAIN PLAZA
	 	315 CENTRE ST
	 	UNIT #10
	 	JAMAICA PLAIN
	 	MA
	 	02130-1414
	3885

	 	FONTANA PLAZA
	 	17151 FOOTHILL BLVD SUITE M
	 	 	 	FONTANA
	 	CA
	 	92335-9009
	3886

	 	VILLAGE GREEN SHOPPING CENTER
	 	6805 ALEXANDRIA PIKE
	 	 	 	ALEXANDRIA
	 	KY
	 	41001-1027
	3887

	 	PINE TREE MALL
	 	2304 ROOSEVELT RD
	 	 	 	MARINETTE
	 	WI
	 	54143-3824
	3893

	 	WEST TOWNE MALL
	 	243 WEST TOWNE MALL
	 	UNIT E5
	 	MADISON
	 	WI
	 	53719-1024
	3898

	 	7692 VOICE OF AMERICA DRIVE
	 	 	 	 	 	WEST CHESTER
	 	OH
	 	45069-2794
	3907

	 	LINCOLN PLAZA
	 	2193 LINCOLN ST
	 	 	 	RHINELANDER
	 	WI
	 	54501-3678
	3908

	 	UNIVERSITY PARK SHOPPING CENTER
	 	6501 N GRAPE RD
	 	SPACE 418
	 	MISHAWAKA
	 	IN
	 	46545-1101
	3916

	 	EASTVIEW MALL
	 	326 EASTVIEW MALL
	 	 	 	VICTOR
	 	NY
	 	14564-1018
	3921

	 	CAPITAL CITY MALL
	 	3585 CAPITAL CITY MALL
	 	 	 	CAMP HILL
	 	PA
	 	17011-7216
	3926

	 	WESTGATE MALL
	 	200 WESTGATE DR
	 	SUITE N 111
	 	BROCKTON
	 	MA
	 	02301-0000
	3927

	 	WEST GATE SHOPPING CENTER
	 	2373 SCHOENERSVILLE RD
	 	 	 	BETHLEHEM
	 	PA
	 	18017-7416
	3928

	 	ROCKAWAY TOWN SQUARE
	 	303 ROCKAWAY TOWNSQUARE MALL
	 	 	 	ROCKAWAY
	 	NJ
	 	07866-2104
	3931

	 	GREENVILLE MALL
	 	1651 HIGHWAY 1 SOUTH
	 	SUITE 26
	 	GREENVILLE
	 	MS
	 	38701-7800
	3934

	 	COASTAL GRAND MALL
	 	1304 COASTAL GRAND CIRCLE
	 	SPACE 350
	 	MYRTLE BEACH
	 	SC
	 	29577-3037
	3939

	 	STREETS AT SOUTHPOINT
	 	6910 FAYETTEVILLE RD
	 	SP 106
	 	DURHAM
	 	NC
	 	27713-0000
	3941

	 	EASTERN HILLS SHOPPING CENTER
	 	4545 TRANSIT RD
	 	 	 	WILLIAMSVILLE
	 	NY
	 	14221-6012
	3942

	 	LIBERTY TREE MALL
	 	100 INDEPENDENCE WAY
	 	 	 	DANVERS
	 	MA
	 	01923-3655
	3943

	 	WYOMING VALLEY MALL
	 	9 WYOMING VALLEY MALL
	 	 	 	WILKES BARRE
	 	PA
	 	18702-6809
	3946

	 	MALL AT JOHNSON CITY
	 	2011 N ROAN ST
	 	SPACE D 5
	 	JOHNSON CITY
	 	TN
	 	37601-3130
	3949

	 	CHAUTAUQUA MALL
	 	318 E FAIRMOUNT AVE RM 220
	 	 	 	LAKEWOOD
	 	NY
	 	14750-2007
	3951

	 	FAIRVIEW SHOPPING CENTER
	 	160 FAIRVIEW AVE SUITE 130
	 	 	 	HUDSON
	 	NY
	 	12534-1267
	3952

	 	CUMBERLAND MALL
	 	3849 S DELSEA DR
	 	 	 	VINELAND
	 	NJ
	 	08360-7408
	3953

	 	CRABTREE VALLEY MALL
	 	4325 GLENWOOD AVE
	 	SUITE 2132
	 	RALEIGH
	 	NC
	 	27612-4532






71









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	3954

	 	GWINNETT PLACE MALL
	 	2100 PLEASANT HILL RD
	 	A 06
	 	DULUTH
	 	GA
	 	30096-4701
	3959

	 	1199 TEXAS PALMYRA HWY
	 	STE M
	 	 	 	HONESDALE
	 	PA
	 	18431-9808
	3963

	 	JACKSONVILLE MALL
	 	375 WESTERN BLVD
	 	SPACE F1
	 	JACKSONVILLE
	 	NC
	 	28546-7352
	3965

	 	LOGAN VALLEY MALL
	 	740 LOGAN VALLEY MALL
	 	 	 	ALTOONA
	 	PA
	 	16602-2811
	3969

	 	FINDLAY VILLAGE MALL
	 	1800 TIFFIN AVE
	 	SPACE 555
	 	FINDLAY
	 	OH
	 	45840-6789
	3974

	 	WALMART PLAZA
	 	1458 LAKE SHORE RD
	 	SUITE 140
	 	GILFORD
	 	NH
	 	03249-0000
	3975

	 	VERNON PARK MALL
	 	820 HARDEE RD
	 	SUITE F5
	 	KINSTON
	 	NC
	 	28504-3387
	3976

	 	DANBURY FAIR
	 	7 BACKUS AVE
	 	SUITE C119
	 	DANBURY
	 	CT
	 	06810-7426
	3977

	 	WHITEHALL MALL
	 	1213 WHITEHALL MALL
	 	 	 	WHITEHALL
	 	PA
	 	18052-5115
	3982

	 	SALISBURY MALL
	 	1935 JAKE ALEXANDER BLVD WEST
	 	 	 	SALISBURY
	 	NC
	 	28147-1152
	3983

	 	GOLDEN EAST CROSSING
	 	1100 N WESLEYAN BLVD
	 	SPACE 2010
	 	ROCKY MOUNT
	 	NC
	 	27804-1877
	3984

	 	ROTTERDAM SQUARE MALL
	 	93 WEST CAMPBELL RD
	 	PO BOX 6036
	 	SCHENECTADY
	 	NY
	 	12306-0000
	3988

	 	COURTLAND CENTER
	 	4190 E COURT ST
	 	UNIT 707
	 	BURTON
	 	MI
	 	48509-1718
	3989

	 	HONEY CREEK SQUARE
	 	3401 HWY 41 S
	 	 	 	TERRE HAUTE
	 	IN
	 	47802-4154
	3994

	 	MUNCIE MALL
	 	3501 N GRANVILLE AVE
	 	SPACE J03A
	 	MUNCIE
	 	IN
	 	47303-1263
	4002

	 	16853 JAMAICA AVE
	 	 	 	 	 	JAMAICA
	 	NY
	 	11432-5215
	4003

	 	OAK VIEW MALL
	 	3001 S 144TH ST STE 2010
	 	 	 	OMAHA
	 	NE
	 	68144-5247
	4004

	 	MATTAPAN SQUARE
	 	1624 BLUE HILL AVE
	 	 	 	MATTAPAN
	 	MA
	 	02126-2121
	4005

	 	PORTERVILLE S C
	 	1311 WEST HENDERSON SPACE A-2
	 	 	 	PORTERVILLE
	 	CA
	 	93257-1456
	4007

	 	VALLEY VIEW MALL
	 	4802 VALLEY VIEW BLVD SPACE UC135
	 	 	 	ROANOKE
	 	VA
	 	24012-2001
	4008

	 	45 E MAIN ST
	 	 	 	 	 	PATCHOGUE
	 	NY
	 	11772-3101
	4009

	 	THE MALL AT ROCKINGHAM PARK
	 	99 ROCKINGHAM PARK BLVD SPACE W175
	 	 	 	SALEM
	 	NH
	 	03079-2900
	4010

	 	MIDLAND MALL
	 	6800 EASTMAN AVE STE 300
	 	 	 	MIDLAND
	 	MI
	 	48642-8817
	4011

	 	NORTH DARTMOUTH MALL
	 	102 N DARTMOUTH MALL
	 	 	 	NORTH DARTMOUTH
	 	MA
	 	02747-4204
	4012

	 	COPPER CROSSING SC
	 	16255 FM 529
	 	 	 	HOUSTON
	 	TX
	 	77095-1433
	4013

	 	GRAND BALDWIN SHOPPING CENTER
	 	1775 GRAND AVE
	 	 	 	BALDWIN
	 	NY
	 	11510-2429
	4014

	 	SHERIDAN PLAZA
	 	5101 SHERIDAN ST # 21A
	 	 	 	HOLLYWOOD
	 	FL
	 	33021-2833
	4015

	 	11915 PERRIN BEITEL RD
	 	 	 	 	 	SAN ANTONIO
	 	TX
	 	78217-2127
	4017

	 	UNIVERSITY PLAZA
	 	13620 UNIVERSITY PLAZA SPACE #10
	 	 	 	TAMPA
	 	FL
	 	33613-4649
	4018

	 	LAKESHORE MALL
	 	901 US WEST 27
	 	SUITE 5
	 	SEBRING
	 	FL
	 	33870-2124
	4019

	 	BRISTOL MARKETPLACE
	 	1313 W 17TH ST
	 	 	 	SANTA ANA
	 	CA
	 	92706-3308
	4020

	 	MARIN SQUARE SHOPPING CENTER
	 	75L BELLAM BLVD
	 	 	 	SAN RAFAEL
	 	CA
	 	94901-5352
	4022

	 	22611 76TH AVENUE WEST
	 	SPACE 100
	 	 	 	EDMONDS
	 	WA
	 	98026-8306
	4023

	 	459 FULTON ST # 461
	 	 	 	 	 	BROOKLYN
	 	NY
	 	11201-5207
	4024

	 	CONCOURSE PLAZA
	 	216 E 161ST STREET
	 	 	 	BRONX
	 	NY
	 	10451-3541
	4025

	 	ORLANDO FASHION SQUARE
	 	3201 E COLONIAL DR SPACE M 18
	 	 	 	ORLANDO
	 	FL
	 	32803-0000






72









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	4027

	 	SUMMIT PLACE MALL
	 	315 N TELEGRAPH RD
	 	SPACE 197
	 	WATERFORD
	 	MI
	 	48328-3358
	4028

	 	BELLAIRE PLAZA SHOPPING CENTER
	 	2605 N ATLANTIC AVE # 16
	 	 	 	DAYTONA BEACH
	 	FL
	 	32118-3205
	4029

	 	MADERA MARKETPLACE
	 	2091 W CLEVELAND AVE
	 	 	 	MADERA
	 	CA
	 	93637-8721
	4030

	 	GALLERIA AT CRYSTAL RUN
	 	1 N GALLERIA DRIVE
	 	SPACE C 103
	 	MIDDLETOWN
	 	NY
	 	10941-3032
	4031

	 	WESTMINISTER MALL
	 	5513 W 88TH AVE # 71
	 	 	 	WESTMINSTER
	 	CO
	 	80031-3071
	4032

	 	MILITARY CIRCLE MALL
	 	880 NORTH MILITARY HWY
	 	SPACE 1109
	 	NORFOLK
	 	VA
	 	23502-3716
	4033

	 	820 E CAPITAL CENTER BLVD
	 	E
	 	 	 	LARGO
	 	MD
	 	20774-0000
	4035

	 	2143 3RD AVE
	 	 	 	 	 	NEW YORK
	 	NY
	 	10035-4707
	4037

	 	PRESCOTT GATEWAY MALL
	 	3250 GATEWAY BLVD 102
	 	SUITE 45
	 	PRESCOTT
	 	AZ
	 	86303-5668
	4039

	 	COACHELLA PLAZA
	 	50057 HARRISON ST # 4
	 	 	 	COACHELLA
	 	CA
	 	92236-1474
	4040

	 	6405 S I H 35
	 	 	 	 	 	AUSTIN
	 	TX
	 	78744-4219
	4042

	 	MEADOWS PLAZA
	 	5182 SONOMA BLVD
	 	 	 	VALLEJO
	 	CA
	 	94589-1661
	4043

	 	APACHE MALL
	 	1100 HWY 14-WEST # 301
	 	 	 	ROCHESTER
	 	MN
	 	55902-2191
	4044

	 	FIESTA SHOPPING CENTER
	 	12363 MAIN ST
	 	 	 	HOUSTON
	 	TX
	 	77045-6200
	4048

	 	THE VILLAGE AT ORANGE
	 	2131 N ORANGE MALL
	 	SPACE F 17
	 	ORANGE
	 	CA
	 	92865-3611
	4049

	 	EASTGATE MALL
	 	4601 EASTGATE BLVD BLDG 832
	 	 	 	CINCINNATI
	 	OH
	 	45245-1258
	4050

	 	TWELVE OAKS MALL
	 	27390A NOVI RD
	 	SPACE A201
	 	NOVI
	 	MI
	 	48377-3418
	4051

	 	JEFFERSON POINTE MALL
	 	4150 W JEFFERSON BLVD
	 	SUITE K8
	 	FORT WAYNE
	 	IN
	 	46804-6816
	4054

	 	LOYAL PLAZA
	 	1871 E 3RD ST
	 	SUITE 1
	 	WILLIAMSPORT
	 	PA
	 	17701-3924
	4056

	 	FULLERTON METRO CENTER
	 	1349 S HARBOR BLVD
	 	 	 	FULLERTON
	 	CA
	 	92832-3001
	4057

	 	RAINBOW SPRINGS WEST
	 	3675 S RAINBOW BLVD # 105
	 	 	 	LAS VEGAS
	 	NV
	 	89103-1059
	4058

	 	EDWARDS BRADLEY CENTER
	 	677-681 HILLSIDE AVE
	 	 	 	NEW HYDE PARK
	 	NY
	 	11040-2512
	4059

	 	WESTGATE MALL
	 	14136 BAXTER DR
	 	SUITE 21
	 	BRAINERD
	 	MN
	 	56401-3261
	4060

	 	PALMDALE PROMENADE
	 	412 W AVENUE P
	 	 	 	PALMDALE
	 	CA
	 	93551-3734
	4062

	 	NORTHSIDE SHOPPES
	 	813 NORTH 12TH ST
	 	 	 	MURRAY
	 	KY
	 	42071-0000
	4063

	 	LYNNHAVEN MALL
	 	701 LYNNHAVEN PKY UNIT E18A
	 	SPACE # H-9
	 	VIRGINIA BEACH
	 	VA
	 	23452-0000
	4064

	 	ELVERTA CROSSING SHOPPING CENTER
	 	8113 WATT AVE # 8115
	 	 	 	ANTELOPE
	 	CA
	 	95843-9103
	4066

	 	79305 HIGHWAY 111
	 	SUITE 3
	 	 	 	LA QUINTA
	 	CA
	 	92253-4506
	4067

	 	365 N SADDLE CREEK RD
	 	 	 	 	 	OMAHA
	 	NE
	 	68131-2248
	4068

	 	477123 HWY 95 N
	 	 	 	 	 	PONDERAY
	 	ID
	 	83852-9425
	4069

	 	BRUNSWICK SQUARE MALL
	 	755 HIGHWAY 18
	 	SPACE 550
	 	EAST BRUNSWICK
	 	NJ
	 	08816-4917
	4072

	 	SMITHTOWN SHOPPING PLAZA
	 	62 E MAIN ST
	 	 	 	SMITHTOWN
	 	NY
	 	11787-2804
	4074

	 	VIKING PLAZA MALL
	 	3015 HIGHWAY 29 S
	 	SUITE 4085
	 	ALEXANDRIA
	 	MN
	 	56308-3486
	4075

	 	CORAL LANDING SHOPPING CENTER
	 	33121 US HWY 19 NORTH
	 	 	 	PALM HARBOR
	 	FL
	 	34684-3126
	4076

	 	3049 SHERIDAN DR
	 	 	 	UNIT A
	 	BUFFALO
	 	NY
	 	14226-1910
	4077

	 	NORTHGATE MALL
	 	1058 W CLUB BLVD
	 	SUITE 258
	 	DURHAM
	 	NC
	 	27701-1115






73









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	4078

	 	2726 N MAIN ST
	 	 	 	 	 	HIGH POINT
	 	NC
	 	27265-2825
	4079

	 	QUINTARD MALL
	 	700 QUINTARD DR STE 32
	 	 	 	OXFORD
	 	AL
	 	36203-1844
	4080

	 	SUNTAN SHOPPING CENTER
	 	977 E 8TH AVE
	 	 	 	HIALEAH
	 	FL
	 	33010-3701
	4082

	 	MANSFIELD TOWNE CENTER
	 	120 WEST DEBBIE LANE
	 	SUITE 360
	 	MANSFIELD
	 	TX
	 	76063-0000
	4084

	 	RICHMOND TOWN SQUARE
	 	691 RICHMOND RD
	 	SPACE C27
	 	RICHMOND HEIGHTS
	 	OH
	 	44143-2989
	4085

	 	FAIRLANE VILLAGE MALL
	 	7154 FAIRLANE VILLAGE
	 	ROUTE 61 N SP #40
	 	POTTSVILLE
	 	PA
	 	17901-4100
	4086

	 	530 MARKS STREET
	 	SUITE A
	 	SP A1
	 	HENDERSON
	 	NV
	 	89014-8603
	4087

	 	BROWARD MALL
	 	418 BROWARD MALL
	 	 	 	PLANTATION
	 	FL
	 	33388-0000
	4089

	 	CENTRE AT LILBURN
	 	4030 LAWRENCEVILLE HIGHWAY
	 	SUITE 7
	 	LILBURN
	 	GA
	 	30047-2820
	4090

	 	UNIVERSITY COMMONS
	 	1469 UNIVERSITY DR
	 	SUITE C
	 	BURLINGTON
	 	NC
	 	27215-8772
	4093

	 	SOUTH ATTLEBORO PLAZA
	 	287 WASHINGTON ST
	 	 	 	ATTLEBORO
	 	MA
	 	02703-5537
	4094

	 	2242 E EL MONTE WAY
	 	 	 	 	 	DINUBA
	 	CA
	 	93618-9384
	4096

	 	1534 HANCOCK ST # 38
	 	 	 	 	 	QUINCY
	 	MA
	 	02169-5205
	4097

	 	3021 E COLONIAL DR
	 	 	 	 	 	ORLANDO
	 	FL
	 	32803-5005
	4098

	 	32 WESTCHESTER SQ
	 	 	 	 	 	BRONX
	 	NY
	 	10461-3514
	4099

	 	EASTLAND MALL
	 	18000 VERNIER RD
	 	SPACE 761
	 	HARPER WOODS
	 	MI
	 	48225-1046
	4100

	 	K MART PLAZA SHOPPING CENTER
	 	801 US HIGHWAY 30 W
	 	 	 	CARROLL
	 	IA
	 	51401-2136
	4102

	 	GALLERY II AT MARKET EAST
	 	1001 MARKET ST
	 	G154
	 	PHILADELPHIA
	 	PA
	 	19107-3008
	4104

	 	TRADE WINDS SHOPPING CENTER
	 	101417 OVERSEAS HWY
	 	 	 	KEY LARGO
	 	FL
	 	33037-4505
	4105

	 	50 E 170TH ST # 52
	 	 	 	 	 	BRONX
	 	NY
	 	10452-0000
	4106

	 	CROSSROADS MALL
	 	5475 ROBERT BYRD DR
	 	SUITE F1
	 	MOUNT HOPE
	 	WV
	 	25880-0000
	4107

	 	OAK PARK MALL
	 	11385 W 95TH ST # 39A
	 	 	 	OVERLAND PARK
	 	KS
	 	66214-1826
	4108

	 	301 MAIN ST
	 	SUITE 1
	 	 	 	ORANGE
	 	NJ
	 	07050-3629
	4109

	 	RIVER RIDGE MALL
	 	3405 CANDLERS MOUNTAIN RD
	 	 	 	LYNCHBURG
	 	VA
	 	24502-2241
	4110

	 	WHITE OAK CROSSING
	 	175 SHENSTONE LN
	 	 	 	GARNER
	 	NC
	 	27529-6904
	4112

	 	7845 N MESA ST
	 	 	 	 	 	EL PASO
	 	TX
	 	79932-1623
	4113

	 	4772 N LINCOLN AVE
	 	 	 	 	 	CHICAGO
	 	IL
	 	60625-2010
	4114

	 	BURBANK EMPIRE CENTER
	 	1637 N VICTORY PLACE
	 	 	 	BURBANK
	 	CA
	 	91504-0000
	4115

	 	STARRETT CITY SHOPPING CENTER
	 	1360 PENNSYLVANIA AVE # 9
	 	 	 	BROOKLYN
	 	NY
	 	11239-2103
	4116

	 	SOUTHDALE SHOPPING CENTER
	 	5110 SE 14TH ST
	 	 	 	DES MOINES
	 	IA
	 	50320-1608
	4117

	 	618 BRANDILYNN BLVD
	 	SUITE 1
	 	 	 	CEDAR FALLS
	 	IA
	 	50613-7431
	4118

	 	1815 HILLSDALE AVENUE
	 	SUITE 30
	 	 	 	SAN JOSE
	 	CA
	 	95124-3027
	4119

	 	WILLOWBROOK MALL
	 	2640 WILLOWBROOK MALL
	 	 	 	WAYNE
	 	NJ
	 	07470-6917
	4122

	 	CHERRYVALE MALL
	 	7200 HARRISON AVE
	 	 	 	ROCKFORD
	 	IL
	 	61112-1017
	4123

	 	13772 FOOTHILL BLVD
	 	 	 	 	 	SYLMAR
	 	CA
	 	91342-3104
	4124

	 	MITCHELL RANCH PLAZA
	 	3034 LITTLE ROAD
	 	 	 	TRINITY
	 	FL
	 	34655-1806






74









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip
	4125

	 	STROUD MALL
	 	448 STROUD MALL
	 	 	 	STROUDSBURG
	 	PA
	 	18360-1147
	4126

	 	220 PASSAIC AVE
	 	 	 	 	 	KEARNY
	 	NJ
	 	07032-1129
	4128

	 	ROCKBOTTOM SHOPPING CENTER
	 	1445 HEMPSTEAD TPKE
	 	 	 	ELMONT
	 	NY
	 	11003-2404
	4129

	 	NORTH RIVER PLAZA
	 	125 CHURCH ST
	 	 	 	PEMBROKE
	 	MA
	 	02359-1929
	4130

	 	DEL SOL PALZA
	 	702 DEL SOL DR
	 	 	 	ALAMOSA
	 	CO
	 	81101-0000
	4134

	 	COMPTON RENAISSANCE PLAZA
	 	217 E COMPTON BLVD
	 	 	 	COMPTON
	 	CA
	 	90220-2412
	4136

	 	SOUTHSIDE MALL
	 	5006 HWY 23
	 	SUITE 2
	 	ONEONTA
	 	NY
	 	13820-4529
	4137

	 	MORENO VALLEY MALL
	 	22500 TOWNGATE CIR # 1003
	 	 	 	MORENO VALLEY
	 	CA
	 	92553-7510
	4138

	 	BOULEVARD MALL
	 	1259 C NIAGARA FALLS BLVD
	 	SPACE 201
	 	AMHERST
	 	NY
	 	14226-1105
	4140

	 	835 W MAIN ST
	 	 	 	 	 	LEWISVILLE
	 	TX
	 	75067-3556
	4142

	 	WAL MART CENTER
	 	1014 RILEY STREET
	 	SUITE 5
	 	FOLSOM
	 	CA
	 	95630-3264
	4143

	 	CORONADO CENTER
	 	6600 MENAUL NE #369
	 	 	 	ALBUQUERQUE
	 	NM
	 	87110-3448
	4145

	 	SAND HILL PLAZA
	 	228 S MAIN ST UNIT 5
	 	 	 	NEWTOWN
	 	CT
	 	06470-2764
	4146

	 	LYNN SHOPPING CENTER
	 	17 STATE ST
	 	 	 	LYNN
	 	MA
	 	01901-1504
	4147

	 	ORCHARD HILL PARK SHOPPING CENTER
	 	40 ORCHARD HILL PARK DRIVE
	 	 	 	LEOMINSTER
	 	MA
	 	01453-0000
	4148

	 	KEMPS RIVER CROSSING
	 	1255 FORDHAM DRIVE
	 	SUITE 117
	 	VIRGINIA BEACH
	 	VA
	 	23464-4212
	4149

	 	BAY PARK SC
	 	2600 FM 1764
	 	SUITE 170
	 	LA MARQUE
	 	TX
	 	77568-0000
	4171

	 	1730 PACIFIC COAST HWY
	 	 	 	 	 	LOMITA
	 	CA
	 	90717-2720
	4173

	 	1900 N LEE TREVINO DR
	 	 	 	 	 	EL PASO
	 	TX
	 	79936-3410
	4174

	 	WILSHIRE PLAZA SC
	 	8418 N CHURCH RD
	 	 	 	KANSAS CITY
	 	MO
	 	64157-1204
	4176

	 	K MART CENTER
	 	3701 E 10TH ST
	 	 	 	SIOUX FALLS
	 	SD
	 	57103-2113
	4177

	 	ASHTABULA MALL
	 	3315 NORTHRIDGE EAST UNIT 530
	 	 	 	ASHTABULA
	 	OH
	 	44004-4370
	4178

	 	MEDIA CITY CENTER
	 	201 E MAGNOLIA BOULEVARD
	 	 	 	BURBANK
	 	CA
	 	91502-1160
	4180

	 	WESTROADS MALL
	 	10000 CALIFORNIA ST STE 2513
	 	 	 	OMAHA
	 	NE
	 	68114-2308
	4182

	 	VALLEY CENTRE
	 	9616 REISTERSTOWN RD # 19
	 	 	 	OWINGS MILLS
	 	MD
	 	21117-4139
	4183

	 	CONNECTICUT POST MALL
	 	1201 BOSTON POST RD # 1081
	 	 	 	MILFORD
	 	CT
	 	06460-9010
	4185

	 	GOVERNOR’S SQUARE MALL
	 	1500 APALACHEE PKY STE 1009
	 	 	 	TALLAHASSEE
	 	FL
	 	32301-3017
	4186

	 	CANYON RIDGE PLAZA
	 	26125 104TH AVENUE SE
	 	 	 	KENT
	 	WA
	 	98031-7674
	4187

	 	CHEYENNE COMMONS
	 	3065 N RAINBOW BLVD STE F-1
	 	 	 	LAS VEGAS
	 	NV
	 	89108-4577
	4188

	 	FAIRLANE TOWN CENTER
	 	18900 MICHIGAN AVE
	 	 	 	DEARBORN
	 	MI
	 	48126-3929
	4191

	 	FESTIVAL MARKET SC
	 	2851 32ND AVE S
	 	 	 	GRAND FORKS
	 	ND
	 	58201-6025
	4192

	 	FAIRFAX SHOPPING CENTER
	 	2105 CONCORD PIKE
	 	 	 	WILMINGTON
	 	DE
	 	19803-2906
	4193

	 	HIGHLAND RANCH
	 	1970 E COUNTY LINE RD
	 	 	 	LITTLETON
	 	CO
	 	80126-2437
	4194

	 	FREEHOLD MALL SHOPPING CENTER
	 	3681 RTE 9
	 	SUITE 11
	 	FREEHOLD
	 	NJ
	 	07728-2674
	4195

	 	TOWNE PLAZA
	 	700 BOSTON RD
	 	SPACE 12A
	 	BILLERICA
	 	MA
	 	01821-5316
	4261

	 	PRIME OUTLETS AT LAKE ELSINORE
	 	17600 COLLIER AVE
	 	SUITE E146
	 	LAKE ELSINORE
	 	CA
	 	92530-2633







75











 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4262
	 	CONSUMER SQUARE SC	 	168 NORMAN STATION BLVD	 	UNIT H	 	MOORESVILLE	 	NC	 	 	28117-6396	 
	4263
	 	5038 BUFORD HWY	 	 	 	 	 	CHAMBLEE	 	GA	 	 	30341-2997	 
	4264
	 	WOODBURY COMMONS	 	10150 HUDSON RD	 	SUITE 162	 	WOODBURY	 	MN	 	 	55129-0000	 
	4265
	 	GALLERIA AT ROSEVILLE	 	1151 GALLERIA BLVD	 	SUITE 101	 	ROSEVILLE	 	CA	 	 	95678-1937	 
	4267
	 	CRANBERRY COMMONS	 	1713 RT 228	 	SUITE A	 	CRANBERRY TOWNSHIP	 	PA	 	 	16066-5311	 
	4268
	 	CENTRAL SQUARE	 	599 MASSACHUSETTS AVE	 	SPACE 19	 	CAMBRIDGE	 	MA	 	 	02139-4030	 
	4269
	 	COLLEGE PARK SC	 	3026 COLLEGE PARK DR	 	STE A	 	CONROE	 	TX	 	 	77384-8002	 
	4270
	 	928 MAIN ST	 	 	 	 	 	HOUSTON	 	TX	 	 	77002-6201	 
	4271
	 	10950 PARKSIDE DRIVE	 	 	 	 	 	KNOXVILLE	 	TN	 	 	37922-0000	 
	4272
	 	NORTHPOINTE MARKET CENTER	 	6120 NORTHPOINT PKWY	 	SUITE 100	 	ALPHARETTA	 	GA	 	 	30022-3010	 
	4274
	 	ISLAND PALM SHOPS	 	16055 EMERALD COAST PKWY	 	SUITE 115	 	DESTIN	 	FL	 	 	32541-0000	 
	4279
	 	CHESTERFIELD CROSSING SC	 	12221 CHATTANOOGA PLAZA	 	 	 	MIDLOTHIAN	 	VA	 	 	23112-4865	 
	4280
	 	COBB CORNERS	 	1525 BENVENUE RD	 	 	 	ROCKY MOUNT	 	NC	 	 	27804-6383	 
	4281
	 	CENTENNIAL CENTRE	 	7950 W TROPICAL PARKWAY	 	SPACE 150	 	LAS VEGAS	 	NV	 	 	89149-0000	 
	4282
	 	PRESIDENTIAL MARKET SHOPPING CENTER	 	1905 SCENIC HIGHWAY	 	SUITE 110	 	SNELLVILLE	 	GA	 	 	30078-0000	 
	4283
	 	UNION LANDING	 	30850 DYER ST	 	 	 	UNION CITY	 	CA	 	 	94587-1766	 
	4284
	 	BOULEVARD SHOPS	 	11120 PINES BOULEVARD	 	 	 	PEMBROKE PINES	 	FL	 	 	33026-5210	 
	4285
	 	WOODSTOCK SQUARE	 	128 WOODSTOCK SQUARE AVE	 	SUITE 520	 	WOODSTOCK	 	GA	 	 	30189-0000	 
	4286
	 	THE SHOPS AT LAURA HILL	 	2206 HIGHWAY K	 	 	 	O FALLON	 	MO	 	 	63366-7929	 
	4287
	 	ARUNDEL MILLS MALL	 	7000 ARUNDEL MILLS CIRCLE	 	SP 137	 	HANOVER	 	MD	 	 	21076-1282	 
	4289
	 	POINTE PLAZA	 	35284 23 MILE RD	 	 	 	NEW BALTIMORE	 	MI	 	 	48047-2096	 
	4290
	 	3805 BROADWAY	 	 	 	 	 	NEW YORK	 	NY	 	 	10032-1502	 
	4291
	 	MLK DRIVE PLAZA	 	370 MARTIN LUTHER KING DR	 	 	 	JERSEY CITY	 	NJ	 	 	07305-3717	 
	4292
	 	RAMSEY SQUARE	 	1300 RT 17 N	 	 	 	RAMSEY	 	NJ	 	 	07446-1132	 
	4293
	 	YORKTOWN GREEN SHOPPING CENTER	 	341 DOWNING DR	 	 	 	YORKTOWN HEIGHTS	 	NY	 	 	10598-4413	 
	4294
	 	HILLSBOROUGH PROMENADE	 	315 ROUTE 206	 	SUITE 900	 	HILLSBOROUGH	 	NJ	 	 	08844-0000	 
	4295
	 	THE CENTER AT HAGERSTOWN	 	17708 GARLAND GROH BLVD	 	SPACE C3	 	HAGERSTOWN	 	MD	 	 	21740-2016	 
	4296
	 	SOUTH CRATER SQUARE	 	3330 S CRATER ROAD	 	UNIT 24	 	PETERSBURG	 	VA	 	 	23805-9277	 
	4297
	 	HIGHLAND MALL	 	6001 AIRPORT BLVD	 	SUITE 1190	 	AUSTIN	 	TX	 	 	78752-4219	 
	4298
	 	WATAUGA TOWN CROSSING	 	8004 DENTON HIGHWAY	 	SUITE 104	 	WATAUGA	 	TX	 	 	76148-2468	 
	4299
	 	RIVERVIEW SHOPPING CENTER	 	6 E GRANT ST	 	 	 	ROMA	 	TX	 	 	78584-8085	 
	4300
	 	PERRIS VALLEY SPECTRUM	 	2560 N PERRIS BLVD STE R5	 	 	 	PERRIS	 	CA	 	 	92571-3251	 
	4302
	 	K-MART SHOPPING CENTER	 	140 SR 10	 	 	 	RANDOLPH	 	NJ	 	 	07869-1542	 
	4303
	 	ALBANY MALL	 	2601 DAWSON ROAD SPACE B10	 	 	 	ALBANY	 	GA	 	 	31707-1632	 
	4304
	 	BRIGGS CHANEY PLAZA	 	13838 OUTLET DR	 	 	 	SILVER SPRING	 	MD	 	 	20904-4970	 
	4307
	 	SOUTHCENTER MALL	 	993 SOUTHCENTER MALL # 364	 	 	 	TUKWILA	 	WA	 	 	98188-2822	 






76









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4310
	 	COURTESY PLAZA SHOPPING CENTER	 	5160 S PULASKI RD	 	 	 	CHICAGO	 	IL	 	 	60632-4253	 
	4311
	 	1460 METROPOLITAN AVE	 	 	 	 	 	BRONX	 	NY	 	 	10462-7446	 
	4313
	 	ROCKLAND CONSUMER PLAZA	 	42 ROCKLAND CONSUMER PLAZA	 	ROUTE 59	 	NANUET	 	NY	 	 	10954-2208	 
	4314
	 	495 W 49TH ST	 	 	 	 	 	HIALEAH	 	FL	 	 	33012-3602	 
	4317
	 	PARK CITY CENTER	 	1234 PARK CITY CTR	 	 	 	LANCASTER	 	PA	 	 	17601-2724	 
	4318
	 	MACON MALL	 	3661 EISENHOWER PKY	 	PO BOX 25246	 	MACON	 	GA	 	 	31212-5246	 
	4319
	 	3425 S CAMPBELL AVENUE	 	 	 	 	 	SPRINGFIELD	 	MO	 	 	65807-5101	 
	4320
	 	606 SW ALDER ST	 	 	 	 	 	PORTLAND	 	OR	 	 	97205-3614	 
	4321
	 	LAUREL MALL	 	95 LAUREL MALL	 	 	 	HAZLETON	 	PA	 	 	18201-1201	 
	4322
	 	1529 ALBERT PIKE RD	 	 	 	 	 	HOT SPRINGS NATIONAL	 	AR	 	 	71913-4024	 
	4323
	 	OWINGS MILLS TOWN CENTER	 	10300 MILL RUN CIRCLE	 	SPACE 1120	 	OWINGS MILLS	 	MD	 	 	21117-4213	 
	4325
	 	MOORPARK MARKETPLACE	 	888 NEW LOS ANGELES AVE	 	SUITE E	 	MOORPARK	 	CA	 	 	93021-0000	 
	4326
	 	GEORGETOWN SHOPPING CENTER	 	2135 RALPH AVE # 19	 	 	 	BROOKLYN	 	NY	 	 	11234-5405	 
	4327
	 	1897 3RD AVE	 	 	 	 	 	NEW YORK	 	NY	 	 	10029-4906	 
	4329
	 	PLAZA 580	 	4304 LAS POSITAS RD	 	 	 	LIVERMORE	 	CA	 	 	94550-9641	 
	4330
	 	HANFORD MALL	 	1675 W LACEY BLVD	 	SUITE G3	 	HANFORD	 	CA	 	 	93230-5938	 
	4332
	 	1017 FLATBUSH AVE	 	 	 	 	 	BROOKLYN	 	NY	 	 	11226-5429	 
	4333
	 	MENIFEE TOWN CENTER	 	30141 ANTELOPE RD	 	STE A	 	MENIFEE	 	CA	 	 	92584-8066	 
	4334
	 	ANAHEIM HILLS FESTIVAL	 	8108 E SANTA ANA CANYON RD STE 162	 	SUITE 162	 	ANAHEIM	 	CA	 	 	92808-1105	 
	4335
	 	MONMOUTH MALL	 	180 SR 35 S	 	SUITE 1114	 	EATONTOWN	 	NJ	 	 	07724-2024	 
	4336
	 	GRAND TRAVERSE MALL	 	3200 S AIRPORT RD WEST	 	SUITE 228	 	TRAVERSE CITY	 	MI	 	 	49684-0000	 
	4337
	 	2300 NOLANA LOOP	 	 	 	 	 	MCALLEN	 	TX	 	 	78504-4500	 
	4338
	 	SOUTHPARK MALL	 	144 S PARK CIRCLE	 	 	 	COLONIAL HEIGHTS	 	VA	 	 	23834-2963	 
	4339
	 	3457 JEROME AVE	 	 	 	 	 	BRONX	 	NY	 	 	10467-1049	 
	4340
	 	1102 S EXPRESSWAY 83	 	 	 	 	 	HARLINGEN	 	TX	 	 	78552-3221	 
	4341
	 	NEW HARBOUR MALL	 	281 CANNING BLVD	 	 	 	FALL RIVER	 	MA	 	 	02721-2339	 
	4342
	 	SPORTS ARENA PLAZA	 	3225 SPORTS ARENA BLVD STE 1	 	 	 	SAN DIEGO	 	CA	 	 	92110-4548	 
	4343
	 	MISSION RIDGE PLAZA	 	1031 S MAIN ST	 	 	 	MANTECA	 	CA	 	 	95337-5738	 
	4344
	 	LAS TIENDAS SHOPPING CENTER	 	930 E EXPRESSWAY 83	 	 	 	MCALLEN	 	TX	 	 	78503-1613	 
	4345
	 	VINTAGE OAKS	 	112 VINTAGE WAY	 	SPACE C1	 	NOVATO	 	CA	 	 	94945-5003	 
	4346
	 	2460 MOUNTAIN CITY HWY	 	 	 	 	 	ELKO	 	NV	 	 	89801-2409	 
	4347
	 	3723 82ND ST	 	 	 	 	 	FLUSHING	 	NY	 	 	11372-7031	 
	4348
	 	SILVER CITY GALLERIA	 	2 GALLERIA DRIVE	 	SUITE 215	 	TAUNTON	 	MA	 	 	02780-6989	 
	4349
	 	720 N MAIN ST	 	 	 	 	 	TOOELE	 	UT	 	 	84074-1612	 
	4350
	 	5320 5TH AVE	 	 	 	 	 	BROOKLYN	 	NY	 	 	11220-3111	 
	4351
	 	THE SHOPPES AT MARKET POINTE	 	8540 S 71ST PLAZA	 	SUITE D	 	PAPILLION	 	NE	 	 	68133-2140	 






77









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4352
	 	TYSON CORNER CENTER MALL	 	1961 CHAIN BRIDGE RD	 	SUITE D9U	 	MCLEAN	 	VA	 	 	22102-4501	 
	4353
	 	LEE SQUARE SHOPPING CENTER	 	5970A JOG RD	 	 	 	LAKE WORTH	 	FL	 	 	33467-6576	 
	4355
	 	4416 13TH AVE	 	 	 	 	 	BROOKLYN	 	NY	 	 	11219-2016	 
	4356
	 	EXTON SQUARE MALL	 	182 EXTON SQUARE MALL	 	 	 	EXTON	 	PA	 	 	19341-2440	 
	4358
	 	110 W 34TH STREET	 	 	 	 	 	NEW YORK	 	NY	 	 	10001-2910	 
	4359
	 	AURORA CITY PLACE	 	14151B CEDAR AVE	 	STE B	 	AURORA	 	CO	 	 	80012-4010	 
	4362
	 	55 PEACHTREE STREET SOUTH WEST	 	 	 	 	 	ATLANTA	 	GA	 	 	30303-6150	 
	4363
	 	NORDAHL MARKETPLACE	 	751 CENTER DRIVE	 	SUITE 102	 	SAN MARCOS	 	CA	 	 	92069-3593	 
	4364
	 	PAVILIONS SHOPPING CENTER	 	2054 W REDLANDS BLVD	 	SUITE A	 	REDLANDS	 	CA	 	 	92374-6265	 
	4365
	 	ANTELOPE VALLEY MALL	 	1233 W AVENUE P STE 537	 	 	 	PALMDALE	 	CA	 	 	93551-3983	 
	4366
	 	1021 BROAD ST	 	 	 	 	 	SUMTER	 	SC	 	 	29150-2504	 
	4367
	 	WOODS CREEK CENTER	 	706 SOUTH RANDALL RD	 	 	 	ALGONQUIN	 	IL	 	 	60102-5915	 
	4368
	 	1034 NORTH STRATFORD RD	 	 	 	 	 	MOSES LAKE	 	WA	 	 	98837-1573	 
	4370
	 	6715 18TH AVE	 	 	 	 	 	BROOKLYN	 	NY	 	 	11204-4302	 
	4371
	 	1574 PITKIN AVE	 	 	 	 	 	BROOKLYN	 	NY	 	 	11212-4639	 
	4372
	 	MERRIMAC PLAZA	 	180 HAVERHILL ST	 	 	 	METHUEN	 	MA	 	 	01844-3462	 
	4373
	 	255 FULTON AVE	 	 	 	 	 	HEMPSTEAD	 	NY	 	 	11550-3900	 
	4374
	 	2883 NORTH AVE	 	 	 	 	 	GRAND JUNCTION	 	CO	 	 	81501-5064	 
	4375
	 	3070 STEINWAY ST	 	 	 	 	 	LONG ISLAND CITY	 	NY	 	 	11103-3802	 
	4376
	 	GREEN MOUNTAIN MALL	 	2002 MEMORIAL DR	 	RR 1 BOX A-4	 	SAINT JOHNSBURY	 	VT	 	 	05819-8699	 
	4377
	 	SOUTHPORT SC	 	999 MONTAUK HWY	 	UNIT 30	 	SHIRLEY	 	NY	 	 	11967-2113	 
	4378
	 	FOREST AVENUE SHOPPERS TOWN	 	1523 FOREST AVE	 	 	 	STATEN ISLAND	 	NY	 	 	10302-2226	 
	4379
	 	THE BRICKYARD	 	2700 NORTH NARRAGANSETT	 	SPACE  F7	 	CHICAGO	 	IL	 	 	60639-1032	 
	4380
	 	700 W 15TH ST	 	 	 	 	 	PLANO	 	TX	 	 	75075-8823	 
	4382
	 	174 DYCKMAN ST # 176	 	 	 	 	 	NEW YORK	 	NY	 	 	10040-1004	 
	4384
	 	MARCUS PLAZA	 	624 W MAIN ST	 	 	 	NORWICH	 	CT	 	 	06360-6043	 
	4385
	 	STAFFORD SQUARE	 	297 ROUTE 72 W	 	 	 	MANAHAWKIN	 	NJ	 	 	08050-2890	 
	4386
	 	CENTERPOINTE S C	 	1100 S MOUNT VERNON AVE	 	 	 	COLTON	 	CA	 	 	92324-4255	 
	4387
	 	ALTAMONTE MALL	 	451 E ALTAMONTE DR	 	SPACE 1305	 	ALTAMONTE SPRINGS	 	FL	 	 	32701-0000	 
	4388
	 	MOHAWK PLAZA	 	1762 BLACK RIVER BLVD N # 8	 	 	 	ROME	 	NY	 	 	13440-2454	 
	4389
	 	1216 W 400 S	 	 	 	 	 	VERNAL	 	UT	 	 	84078-2900	 
	4390
	 	SPRINGFIELD MALL	 	6683 SPRINGFIELD MALL	 	 	 	SPRINGFIELD	 	VA	 	 	22150-1711	 
	4391
	 	DESOTO SQUARE MALL	 	303 301 BLVD W	 	 	 	BRADENTON	 	FL	 	 	34205-7949	 
	4392
	 	SILVER SPRINGS COMMON	 	6520 CARLISLE PIKE	 	SUITE 140	 	MECHANICSBURG	 	PA	 	 	17055-0000	 
	4394
	 	LACEY MALL	 	344 MAIN ST	 	ROUTE 9	 	LANOKA HARBOR	 	NJ	 	 	08734-2830	 
	4395
	 	NORTHRIDGE SHOPPING CENTER	 	995 E COMMERCIAL BLVD	 	 	 	OAKLAND PARK	 	FL	 	 	33334-3209	 






78









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4397
	 	CORRIDOR MARKET PLACE	 	3337 CORRIDOR MARKET PLACE	 	SPACE J-1	 	LAUREL	 	MD	 	 	20724-2378	 
	4401
	 	BRIARWOOD MALL	 	100 BRIARWOOD CIRCLE	 	SUITE D101	 	ANN ARBOR	 	MI	 	 	48108-1602	 
	4402
	 	ENTERPRISE SHOPPING CENTER	 	9433 1/2 ANNAPOLIS RD	 	 	 	LANHAM	 	MD	 	 	20706-3020	 
	4403
	 	EMPIRE CENTER	 	17064 SLOVER AVE STE C104	 	 	 	FONTANA	 	CA	 	 	92337-7592	 
	4404
	 	SARASOTA SQUARE MALL	 	8201 S TAMIAMI TRL	 	 	 	SARASOTA	 	FL	 	 	34238-2966	 
	4405
	 	TRUMBULL SHOPPING PARK	 	5065 MAIN ST	 	SPACE 190	 	TRUMBULL	 	CT	 	 	06611-4204	 
	4406
	 	3945 E BAY DR	 	 	 	 	 	LARGO	 	FL	 	 	33771-1939	 
	4407
	 	CROSSROADS PLAZA	 	2505 WARWICK AVE	 	 	 	WARWICK	 	RI	 	 	02889-4262	 
	4408
	 	REGENCY SQUARE MALL	 	1420 PARHAM RD	 	SPACE K236	 	RICHMOND	 	VA	 	 	23229-0000	 
	4409
	 	K MART SHOPPING CENTER	 	200 S MAIN ST UNIT 5	 	 	 	WEST LEBANON	 	NH	 	 	03784-2014	 
	4410
	 	WOLF CHASE GALLERIA	 	2760 N GERMAN TOWN PKWY	 	SUITE 105	 	BARTLETT	 	TN	 	 	38133-8154	 
	4411
	 	BRENTWOOD COMMONS	 	1057 S YORK RD	 	 	 	BENSENVILLE	 	IL	 	 	60106-3401	 
	4412
	 	LEBANON VALLEY MALL	 	2239 LEBANON VALLEY MALL	 	 	 	LEBANON	 	PA	 	 	17042-2567	 
	4413
	 	VACAVILLE COMMONS	 	2060 HARBISON DR	 	SUITE C	 	VACAVILLE	 	CA	 	 	95687-3907	 
	4414
	 	CHICOPEE MARKETPLACE	 	591 MEMORIAL DR	 	SUITE M	 	CHICOPEE	 	MA	 	 	01020-5050	 
	4415
	 	MCHENRY COMMONS SHOPPING CENTER	 	2078 N RICHMOND RD	 	 	 	MC HENRY	 	IL	 	 	60050-1419	 
	4416
	 	298 W MARIPOSA RD	 	 	 	 	 	NOGALES	 	AZ	 	 	85621-1041	 
	4417
	 	PEMBROKE LAKES MALL	 	11401 PINES BLVD STE 322	 	 	 	HOLLYWOOD	 	FL	 	 	33026-4105	 
	4418
	 	REGENCY SQUARE MALL	 	301 COX CREEK PKY	 	 	 	FLORENCE	 	AL	 	 	35630-1574	 
	4419
	 	VALENCIA TOWN CENTER	 	24201 W VALENCIA BLVD	 	SPACE 2283	 	VALENCIA	 	CA	 	 	91355-1861	 
	4420
	 	MOUNTAIN RIVER PLAZA	 	510 N 2ND E STE 1	 	 	 	REXBURG	 	ID	 	 	83440-3566	 
	4421
	 	4021 PARK ST N	 	 	 	 	 	SAINT PETERSBURG	 	FL	 	 	33709-4033	 
	4422
	 	4312 I 75 BUSINESS SPUR	 	 	 	 	 	SAULT SAINTE MARIE	 	MI	 	 	49783-3620	 
	4423
	 	WINDWARD MALL	 	46-056 KAM HIGHWAY	 	 	 	KANEOHE	 	HI	 	 	96744-3755	 
	4424
	 	WAIPAHU TOWN CENTER	 	94-050 FARRINGTON HWY	 	 	 	WAIPAHU	 	HI	 	 	96797-1841	 
	4425
	 	WAHIAWA TOWN CENTER	 	935 CALIFORNIA AVE	 	 	 	WAHIAWA	 	HI	 	 	96786-2165	 
	4426
	 	PRINCE KUHIO PLAZA	 	111 E PUAINAKO ST	 	SPACE 765	 	HILO	 	HI	 	 	96720-5288	 
	4427
	 	PEARL RIDGE UPTOWN	 	98-1005 MOANALUA ROAD SPACE #141	 	 	 	AIEA	 	HI	 	 	96701-4708	 
	4428
	 	WASHINGTON/10 AVENUE SHOPPING CENTER	 	4050 W WASHINGTON BLVD	 	 	 	LOS ANGELES	 	CA	 	 	90018-1050	 
	4429
	 	391 N GRAND COURT PLAZA DRIVE	 	 	 	 	 	NOGALES	 	AZ	 	 	85621-2743	 
	4431
	 	146 SMITH ST	 	 	 	 	 	PERTH AMBOY	 	NJ	 	 	08861-4312	 
	4432
	 	CODMAN SQUARE	 	592 WASHINGTON ST	 	#592	 	BOSTON	 	MA	 	 	02124-2041	 
	4433
	 	CROMWELL SQUARE	 	51 SHUNPIKE RD # 02	 	 	 	CROMWELL	 	CT	 	 	06416-2497	 
	4434
	 	CORTLANDVILLE CROSSING	 	854 STATE ROUTE 13	 	STE 3	 	CORTLAND	 	NY	 	 	13045-3556	 
	4435
	 	COCONUT POINT SHOPPING CENTER	 	8016 MEDITERRANEAN DR	 	SUITE 103	 	ESTERO	 	FL	 	 	33928-0000	 
	4437
	 	MALLARD CROSSING SHOPPING CENTER	 	851 MEACHAM RD	 	 	 	ELK GROVE VILLAGE	 	IL	 	 	60007-3073	 






79









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4438
	 	NORTHWEND SHOPPING CENTER	 	9511 N LAMAR BLVD	 	 	 	AUSTIN	 	TX	 	 	78753-4107	 
	4439
	 	PARK 97 SHOPPING CENTER	 	7956 CRAIN HWY S	 	 	 	GLEN BURNIE	 	MD	 	 	21061-4932	 
	4440
	 	OAK COURT MALL	 	4465 POPLAR AVE	 	SUITE 220	 	MEMPHIS	 	TN	 	 	38117-3729	 
	4441
	 	SIEGEN PLAZA	 	6841 SIEGEN LANE	 	SPACE B	 	BATON ROUGE	 	LA	 	 	70809-4528	 
	4442
	 	MALL OF AMERICA	 	150 N GARDENS	 	 	 	MINNEAPOLIS	 	MN	 	 	55425-5517	 
	4443
	 	WESTRIDGE ESPLANADE	 	2020 N 75TH AVE STE 11	 	 	 	PHOENIX	 	AZ	 	 	85035-3200	 
	4444
	 	KLAMATH WALMART	 	3610 WASHBURN WAY	 	 	 	KLAMATH FALLS	 	OR	 	 	97603-4539	 
	4445
	 	3515 BAMBERGER	 	 	 	 	 	SAINT LOUIS	 	MO	 	 	63116-4701	 
	4446
	 	COLUMBIA CENTER SUITE 101	 	1102 N COLUMBIA CENTER BLVD	 	SUITE D	 	KENNEWICK	 	WA	 	 	99336-1167	 
	4448
	 	CORONA HILLS MARKETPLACE	 	591 N MCKINLEY	 	SUITE 101	 	CORONA	 	CA	 	 	92879-8008	 
	4449
	 	DATE PALM PLAZA CENTER	 	31375 DATE PALM DRIVE	 	 	 	CATHEDRAL CITY	 	CA	 	 	92234-3020	 
	4450
	 	200 S WAYSIDE	 	 	 	 	 	HOUSTON	 	TX	 	 	77011-4632	 
	4451
	 	OLD SAYBROOK SHOPPING CENTER	 	665 BOSTON POST RD # 5	 	 	 	OLD SAYBROOK	 	CT	 	 	06475-1524	 
	4453
	 	EASTLAND MALL	 	2755 EASTLAND MALL	 	 	 	COLUMBUS	 	OH	 	 	43232-4902	 
	4454
	 	EAST MEADOW PLAZA	 	1950 HEMPSTEAD TPKE	 	 	 	EAST MEADOW	 	NY	 	 	11554-1712	 
	4455
	 	THE GROVES SHOPPING CENTER	 	1320 W ELLIOT RD STE 112	 	 	 	TEMPE	 	AZ	 	 	85284-1110	 
	4456
	 	OSTEGO PLAZA	 	1221 M 89 STE 200	 	 	 	PLAINWELL	 	MI	 	 	49080-1135	 
	4457
	 	NORTH ANDOVER MALL	 	350 WINTHROP AVE	 	 	 	NORTH ANDOVER	 	MA	 	 	01845-4289	 
	4458
	 	MAGNOLIA MALL	 	2701 DAVID H MCLEOD BLVD	 	SPACE 1450 A	 	FLORENCE	 	SC	 	 	29501-4028	 
	4459
	 	1432 ROCKAWAY PKY	 	 	 	 	 	BROOKLYN	 	NY	 	 	11236-2602	 
	4460
	 	3242 W 87TH ST	 	 	 	 	 	CHICAGO	 	IL	 	 	60652-3768	 
	4462
	 	DUANE READE SHOPPING CENTER	 	4250 JERUSALEM AVE	 	 	 	MASSAPEQUA	 	NY	 	 	11758-3315	 
	4464
	 	WAYNE HILLS MALL	 	19 WAYNE HILLS MALL	 	 	 	WAYNE	 	NJ	 	 	07470-3228	 
	4466
	 	HIGHGATE COMMONS SHOPPING CENTER	 	269 SWANTON RD	 	 	 	SAINT ALBANS	 	VT	 	 	05478-2607	 
	4467
	 	CRESCENT PLAZA	 	715 CRESCENT ST	 	 	 	BROCKTON	 	MA	 	 	02302-3361	 
	4469
	 	500 HIGHWAY 46 S	 	 	 	 	 	DICKSON	 	TN	 	 	37055-2526	 
	4470
	 	GREAT SOUTH BAY SHOPPING CENTER	 	805 W MONTAUK HWY	 	 	 	WEST BABYLON	 	NY	 	 	11704-8219	 
	4471
	 	BRISTOL PLACE	 	1160 NEWPORT AVE	 	 	 	ATTLEBORO	 	MA	 	 	02703-7033	 
	4472
	 	NEWBURGH MALL	 	1401 ROUTE 300	 	SUITE 32	 	NEWBURGH	 	NY	 	 	12550-2991	 
	4473
	 	PLYMOUTH MEETING MALL	 	1182 PLYMOUTH MEETING MALL	 	 	 	PLYMOUTH MEETING	 	PA	 	 	19462-1327	 
	4474
	 	501 BRIGHTON BEACH AVE # 503	 	 	 	 	 	BROOKLYN	 	NY	 	 	11235-6403	 
	4475
	 	1406 KINGS HWY # 10	 	 	 	 	 	BROOKLYN	 	NY	 	 	11229-2004	 
	4476
	 	SOUTHLAKE MALL	 	2460 SOUTHLAKE MALL	 	 	 	MORROW	 	GA	 	 	30260-2334	 
	4477
	 	TRI-CITY PLAZA	 	174 TRI-CITY PLAZA	 	 	 	SOMERSWORTH	 	NH	 	 	03878-1801	 
	4479
	 	7731 GALL BOULEVARD	 	 	 	 	 	ZEPHYRHILLS	 	FL	 	 	33541-4315	 
	4480
	 	RIDGEDALE MALL	 	12685 WAYZATA BLVD STE 248	 	 	 	MINNETONKA	 	MN	 	 	55305-1941	 






80









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4481
	 	HERITAGE WALK	 	1966 N COLUMBIA	 	 	 	MILLEDGEVILLE	 	GA	 	 	31061-2093	 
	4482
	 	SUNVET MALL	 	5801 SUNRISE HWY	 	 	 	HOLBROOK	 	NY	 	 	11741-4805	 
	4483
	 	TOWN CENTER MALL	 	400 WEST ERNEST BARRETT PKWY	 	SPACE L12A	 	KENNESAW	 	GA	 	 	30144-4985	 
	4485
	 	WAL MART SHOPPING CENTER	 	604 BOLL WEEVIL CIR	 	 	 	ENTERPRISE	 	AL	 	 	36330-2734	 
	4486
	 	HARLEM IRVING MALL	 	4226 NORTH HARLEM AVE	 	 	 	NORRIDGE	 	IL	 	 	60706-1204	 
	4487
	 	100 W 5TH ST	 	 	 	 	 	DOUGLAS	 	AZ	 	 	85607-2849	 
	4488
	 	COTTONWOOD STATION MALL	 	300 JUNCTION DR SPACE C	 	 	 	GLEN CARBON	 	IL	 	 	62034-4321	 
	4489
	 	GREENDALE MALL	 	7 NEPONCET ST	 	SPACE W 200	 	WORCESTER	 	MA	 	 	01606-2794	 
	4490
	 	BARDIN SHOPPING CENTER	 	4638 S COOPER STREET # 196	 	 	 	ARLINGTON	 	TX	 	 	76017-5863	 
	4492
	 	31853 PACIFIC HWY S	 	 	 	 	 	FEDERAL WAY	 	WA	 	 	98003-5411	 
	4493
	 	NORTHWEST MALL	 	322 NORTHWEST MALL	 	 	 	HOUSTON	 	TX	 	 	77092-8542	 
	4494
	 	FAIR OAKS MALL	 	2296 25TH ST SPACE E118	 	 	 	COLUMBUS	 	IN	 	 	47201-3200	 
	4500
	 	WAMPANOAG PLAZA	 	1925 PAWTUCKET AVE	 	 	 	EAST PROVIDENCE	 	RI	 	 	02914-1642	 
	4501
	 	MARSHALLS PLAZA	 	1400 OAKLAWN AVE	 	 	 	CRANSTON	 	RI	 	 	02920-2643	 
	4502
	 	ALMEDA MALL	 	708 ALMEDA MALL	 	 	 	HOUSTON	 	TX	 	 	77075-3514	 
	4503
	 	CARSON VALLEY PLAZA	 	911 TOPSY LANE	 	SUITE 118	 	CARSON CITY	 	NV	 	 	89705-8403	 
	4505
	 	1901 W PALMETTO ST	 	 	 	 	 	FLORENCE	 	SC	 	 	29501-4051	 
	4506
	 	CARMEL MOUNTAIN PLAZA	 	11946 CARMEL MOUNTAIN RD	 	SUITE 222	 	SAN DIEGO	 	CA	 	 	92128-4641	 
	4508
	 	CONSUMER CENTRE	 	310 STATE HWY 36	 	SUITE 806	 	WEST LONG BRANCH	 	NJ	 	 	07764-1027	 
	4509
	 	VICTORIA GARDENS	 	7901 KEW AVE	 	 	 	RANCHO CUCAMONGA	 	CA	 	 	91739-0000	 
	4510
	 	COSTA MESA SHOPPING CENTER	 	2200 HARBOR BLVD	 	SUITE A110	 	COSTA MESA	 	CA	 	 	92627-5846	 
	4511
	 	EASTFIELD MALL	 	1655 BOSTON RD	 	UNIT A13	 	SPRINGFIELD	 	MA	 	 	01129-1158	 
	4512
	 	13611 ROOSEVELT AVE	 	 	 	 	 	FLUSHING	 	NY	 	 	11354-5509	 
	4513
	 	TOWSON TOWN CENTER	 	825 DULANEY VALLEY RD	 	SUITE 1010	 	TOWSON	 	MD	 	 	21204-1001	 
	4514
	 	HAWLEY LANE MALL	 	100 HAWLEY LN	 	SPACE 3 4 5	 	TRUMBULL	 	CT	 	 	06611-5330	 
	4515
	 	627 STATE ST	 	 	 	 	 	SANTA BARBARA	 	CA	 	 	93101-3301	 
	4516
	 	3953 BURBANK RD	 	 	 	 	 	WOOSTER	 	OH	 	 	44691-8520	 
	4517
	 	360 EUBANK BLVD NE	 	 	 	 	 	ALBUQUERQUE	 	NM	 	 	87123-2755	 
	4518
	 	11621 ISLAND AVENUE	 	 	 	 	 	LA GRANDE	 	OR	 	 	97850-8459	 
	4519
	 	WENATCHEE VALLEY MALL	 	511 VALLEY MALL PKY	 	 	 	EAST WENATCHEE	 	WA	 	 	98802-4844	 
	4521
	 	COLLEGE PARK PLAZA SHOPPING CENTER	 	3269 W 86TH ST STE D	 	 	 	INDIANAPOLIS	 	IN	 	 	46268-3606	 
	4522
	 	1660 PACKARD HWY	 	 	 	 	 	CHARLOTTE	 	MI	 	 	48813-9717	 
	4523
	 	1390 N FIRST	 	 	 	 	 	HERMISTON	 	OR	 	 	97838-1102	 
	4524
	 	785 BROWNING LANE	 	 	 	 	 	BROOKLAWN	 	NJ	 	 	08030-2644	 
	4525
	 	NEWMARK-LEWIS SHOPPING CENTER	 	1085 OLD COUNTRY RD	 	 	 	RIVERHEAD	 	NY	 	 	11901-2019	 
	4526
	 	3426 GARTH RD	 	 	 	 	 	BAYTOWN	 	TX	 	 	77521-3849	 






81









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4527
	 	ROOSEVELT MALL SHOPPING CENTER	 	2327 COTTMAN AVE	 	 	 	PHILADELPHIA	 	PA	 	 	19149-1008	 
	4529
	 	THE GALLERIA	 	500 GALLERIA DR STE 128	 	 	 	JOHNSTOWN	 	PA	 	 	15904-8911	 
	4530
	 	425 W BROADWAY	 	 	 	 	 	BOSTON	 	MA	 	 	02127-2218	 
	4534
	 	5130 DIXIE HIGHWAY	 	 	 	 	 	WATERFORD	 	MI	 	 	48329-1713	 
	4535
	 	11022 SPRING CYPRESS RD	 	SUITE 100	 	 	 	TOMBALL	 	TX	 	 	77377-6519	 
	4536
	 	6201 O ST	 	 	 	 	 	LINCOLN	 	NE	 	 	68510-2256	 
	4538
	 	ATLANTIC SQUARE SHOPPING CENTER	 	2108 S ATLANTIC BLVD	 	 	 	MONTEREY PARK	 	CA	 	 	91754-6802	 
	4539
	 	1204 GARTH BROOKS BLVD	 	 	 	 	 	YUKON	 	OK	 	 	73099-4107	 
	4540
	 	CERRITOS TOWNE CENTER	 	12731 A TOWNE CENTER DRIVE SUITE L-1	 	 	 	CERRITOS	 	CA	 	 	90703-8545	 
	4541
	 	SOUTH TOWNE CENTER	 	10450 STATE ST STE 2214	 	 	 	SANDY	 	UT	 	 	84070-4194	 
	4542
	 	HARFORD MALL	 	680 BEL AIR RD	 	 	 	BEL AIR	 	MD	 	 	21014-4223	 
	4543
	 	1160 EDGEBROOK DR	 	 	 	 	 	HOUSTON	 	TX	 	 	77034-1804	 
	4544
	 	MIDPOINTE CENTER	 	2910 TOWNE BLVD	 	 	 	MIDDLETOWN	 	OH	 	 	45044-6200	 
	4545
	 	NESHAMINY MALL	 	801 NESHAMINY MALL	 	 	 	BENSALEM	 	PA	 	 	19020-1614	 
	4546
	 	BANGOR MALL	 	663 STILLWATER AVE SPACE F-2	 	 	 	BANGOR	 	ME	 	 	04401-3642	 
	4548
	 	ROCKBOTTOM SC	 	710 FRANKLIN AVE	 	 	 	FRANKLIN SQUARE	 	NY	 	 	11010-1111	 
	4550
	 	PORT HAVEN PLAZA	 	5020 NESCONSET HWY	 	 	 	SETAUKET	 	NY	 	 	11733-3457	 
	4551
	 	MIDDLETON MARKET PLACE	 	230 S MAIN ST	 	 	 	MIDDLETON	 	MA	 	 	01949-2478	 
	4552
	 	UNIVERSITY VILLAGE	 	3225 S HOOVER ST	 	 	 	LOS ANGELES	 	CA	 	 	90007-3555	 
	4554
	 	JEFFERSON VALLEY MALL	 	650 LEE BLVD SPACE F-22	 	 	 	YORKTOWN HEIGHTS	 	NY	 	 	10598-1100	 
	4555
	 	367 WASHINGTON ST	 	 	 	 	 	BOSTON	 	MA	 	 	02108-5110	 
	4556
	 	GREEN ACRES SHOPPING CENTER	 	1142 GREEN ACRES SHOPPING CENTER	 	 	 	VALLEY STREAM	 	NY	 	 	11581-1538	 
	4557
	 	THE QUARRY SHOPPING CENTER	 	9430 JOLIET RD STE 900	 	 	 	HODGKINS	 	IL	 	 	60525-7264	 
	4559
	 	CITRUS CENTER	 	2657 SR 44 GULF TO LAKE	 	 	 	INVERNESS	 	FL	 	 	34450-3216	 
	4562
	 	KAPOLEI SHOPPING CENTER	 	590 FARRINGTON HWY	 	 	 	KAPOLEI	 	HI	 	 	96707-2009	 
	4563
	 	WALMART SUBDIVISION	 	4524 E HWY 83	 	 	 	RIO GRANDE CITY	 	TX	 	 	78582-6308	 
	4564
	 	SHOPPING AT THE ROSE	 	2051 ROSE AVENUE	 	SUITE 160	 	OXNARD	 	CA	 	 	93030-2685	 
	4565
	 	ROSEDALE  MALL	 	501 ROSEDALE CENTER SPACE 712	 	 	 	ROSEVILLE	 	MN	 	 	55113-3004	 
	4567
	 	VILLAGE MALL	 	95 WASHINGTON ST	 	SPACE 123	 	CANTON	 	MA	 	 	02021-4006	 
	4569
	 	CLACKAMAS PROMENADE	 	8966 SE SUNNYSIDE RD	 	 	 	CLACKAMAS	 	OR	 	 	97015-9755	 
	4571
	 	BARSTOW ROAD CENTER	 	512 E VIRGINIA WAY	 	SPACE B 1-1	 	BARSTOW	 	CA	 	 	92311-3910	 
	4572
	 	14300 OCEAN GATE AVE	 	 	 	 	 	HAWTHORNE	 	CA	 	 	90250-6732	 
	4573
	 	MAPLEWOOD COMMONS	 	2015 MAPLEWOOD COMMONS DR	 	 	 	MAPLEWOOD	 	MO	 	 	63143-1003	 
	4574
	 	SUGAR CREEK PLAZA II	 	6220 A WILMINGTON PIKE	 	SP 11A AND 11 B	 	DAYTON	 	OH	 	 	45459-0000	 
	4575
	 	KAMEHAMEHA S C	 	1620 N SCHOOL ST	 	 	 	HONOLULU	 	HI	 	 	96817-1844	 
	4576
	 	TOWNLINE COMMONS	 	555 E TOWNLINE RD STE 23	 	 	 	VERNON HILLS	 	IL	 	 	60061-1552	 






82









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4577
	 	MACEDONIA COMMONS	 	8210 MACEDONIA COMMONS STE 4	 	 	 	MACEDONIA	 	OH	 	 	44056-1850	 
	4578
	 	SHADY OAKS PLAZA	 	2401 SW 27TH AVE	 	 	 	OCALA	 	FL	 	 	34474-4407	 
	4579
	 	LANSING MALL	 	5750 W SAGINAW HWY	 	 	 	LANSING	 	MI	 	 	48917-2457	 
	4580
	 	1285-A BROADWAY	 	 	 	 	 	BROOKLYN	 	NY	 	 	11221-2908	 
	4581
	 	WAL MART CENTER POINT	 	2443 MEMORIAL DR	 	 	 	WAYCROSS	 	GA	 	 	31501-6337	 
	4584
	 	3690 S EL CAMINO REAL	 	 	 	 	 	SAN MATEO	 	CA	 	 	94403-4421	 
	4587
	 	DIMMOCK SQUARE	 	723 SOUTHPARK BLVD	 	SPACE 6	 	COLONIAL HEIGHTS	 	VA	 	 	23834-0000	 
	4588
	 	KENTLANDS SHOPPING CENTER	 	221 KENTLANDS BLVD	 	 	 	GAITHERSBURG	 	MD	 	 	20878-5446	 
	4589
	 	MALL IN COLUMBIA	 	10300 LITTLE PATUXENT PARKWAY	 	 	 	COLUMBIA	 	MD	 	 	21044-7006	 
	4590
	 	1502 S RANGE LINE RD	 	 	 	 	 	JOPLIN	 	MO	 	 	64804-3229	 
	4591
	 	CHERRY HILL MALL	 	2000 ROUTE 38 UNIT 1013	 	 	 	CHERRY HILL	 	NJ	 	 	08002-2171	 
	4593
	 	VINEYARD PLAZA	 	34298 VINE STREET	 	 	 	EASTLAKE	 	OH	 	 	44095-5110	 
	4595
	 	117-08 LIBERTY AVE	 	 	 	 	 	JAMAICA	 	NY	 	 	11419-1922	 
	4596
	 	424 S BROADWAY	 	 	 	 	 	YONKERS	 	NY	 	 	10705-2301	 
	4598
	 	2817 N KANSAS EXPY	 	 	 	 	 	SPRINGFIELD	 	MO	 	 	65803-1017	 
	4599
	 	THE CITY CENTER	 	2675 GEARY BLVD # 200	 	 	 	SAN FRANCISCO	 	CA	 	 	94118-3440	 
	4600
	 	SHERMAN TOWN CENTER	 	4172 TOWN CENTER STREET	 	 	 	SHERMAN	 	TX	 	 	75090-0000	 
	4601
	 	930 CARMAS ROAD	 	 	 	 	 	MASSAPEQUA	 	NY	 	 	11758-3505	 
	4602
	 	BORDER CROSSING CBD	 	1119 FARRAGUT ST	 	 	 	LAREDO	 	TX	 	 	78040-5057	 
	4604
	 	MIDTOWN PLAZA	 	149 MIDTOWN PLZ	 	 	 	ROCHESTER	 	NY	 	 	14604-2005	 
	4605
	 	MARKET BASKET PLAZA	 	39 POND ST	 	 	 	ASHLAND	 	MA	 	 	01721-2054	 
	4606
	 	ALHAMBRA PLACE	 	2 S GARFIELD AVE STE 14	 	 	 	ALHAMBRA	 	CA	 	 	91801-3884	 
	4609
	 	1906 CENTRE ST # 1908	 	 	 	 	 	WEST ROXBURY	 	MA	 	 	02132-2535	 
	4610
	 	APPLE BLOSSOM MALL	 	1850 APPLE BLOSSOM MALL	 	SPACE N179	 	WINCHESTER	 	VA	 	 	22601-0000	 
	4611
	 	3005 RIVERSIDE DRIVE	 	 	 	 	 	SUSANVILLE	 	CA	 	 	96130-4569	 
	4612
	 	4620 N. 27TH ST	 	 	 	 	 	LINCOLN	 	NE	 	 	68521-4700	 
	4613
	 	AMITY PLAZA	 	154 AMITY RD	 	 	 	NEW HAVEN	 	CT	 	 	06515-1405	 
	4615
	 	TECATE ROAD BORDER	 	406 TECATE RD	 	PO BOX 1332	 	TECATE	 	CA	 	 	91980-0000	 
	4617
	 	WEST GOSHEN SHOPPING CENTER	 	981 PAOLI PIKE # 11C	 	 	 	WEST CHESTER	 	PA	 	 	19380-4527	 
	4618
	 	HAWAII KAI TOWNE CENTER	 	333 KEAHOLE ST STE 2E4	 	 	 	HONOLULU	 	HI	 	 	96825-3414	 
	4622
	 	2826 CHURCH AVE	 	 	 	 	 	BROOKLYN	 	NY	 	 	11226-4106	 
	4626
	 	WESTBROOK PLAZA	 	11 MAIN ST	 	UNIT A250	 	WESTBROOK	 	ME	 	 	04092-4736	 
	4627
	 	CENTRE OF NEW ENGLAND	 	670 CENTRE OF NEW ENGLAND	 	 	 	COVENTRY	 	RI	 	 	02816-0000	 
	4628
	 	AUBURN MALL	 	550 CENTER ST	 	SUITE 9051	 	AUBURN	 	ME	 	 	04210-6314	 
	4630
	 	SUPER MALL OF GREAT NORTH WEST	 	1101 SUPER MALL WAY  SUITE # 1105	 	 	 	AUBURN	 	WA	 	 	98002-0000	 
	4631
	 	1707 S WESTERN AVE	 	 	 	 	 	LOS ANGELES	 	CA	 	 	90006-5803	 






83









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4632
	 	600 AVENUE OF THE AMERICAS	 	 	 	 	 	NEW YORK	 	NY	 	 	10011-2046	 
	4633
	 	BROADWAY MARKETPLACE	 	407 SOUTH BROADWAY SUITE 100	 	 	 	DENVER	 	CO	 	 	80209-1517	 
	4634
	 	16932 EAST QUINCY AVENUE	 	 	 	 	 	AURORA	 	CO	 	 	80015-2745	 
	4635
	 	RICHMOND SHOPPING CENTER	 	1200 MAC DONALD AVENUE	 	 	 	RICHMOND	 	CA	 	 	94801-3118	 
	4636
	 	31-73 STEINWAY STREET	 	 	 	 	 	LONG ISLAND CITY	 	NY	 	 	11103-3908	 
	4637
	 	AUBURN PLAZA	 	703 SOUTHBRIDGE ST	 	 	 	AUBURN	 	MA	 	 	01501-1833	 
	4639
	 	FOOTHILLS MALL	 	7475 N CHOLLA BLVD	 	SP 422	 	TUCSON	 	AZ	 	 	85741-0000	 
	4641
	 	PALM BEACH MALL	 	1801 PALM BEACH LAKES BLVD	 	SUITE 208	 	WEST PALM BEACH	 	FL	 	 	33401-2009	 
	4642
	 	PRICES CORNER SHOPPING CENTER	 	3208 KIRKWOOD HWY	 	 	 	WILMINGTON	 	DE	 	 	19808-6130	 
	4643
	 	SADDLEBROOK MALL	 	189 US HIGHWAY 46 STE 17	 	 	 	SADDLE BROOK	 	NJ	 	 	07663-6215	 
	4644
	 	725 GRAND ST	 	 	 	 	 	BROOKLYN	 	NY	 	 	11211-4915	 
	4645
	 	875 UTICA AVE	 	 	 	 	 	BROOKLYN	 	NY	 	 	11203-4313	 
	4646
	 	OCEAN COUNTY MALL	 	1201 HOOPER AVE	 	SUITE 99	 	TOMS RIVER	 	NJ	 	 	08753-3387	 
	4647
	 	368 E FORDHAM RD	 	 	 	 	 	BRONX	 	NY	 	 	10458-5032	 
	4648
	 	1522 DABNEY DR	 	 	 	 	 	HENDERSON	 	NC	 	 	27536-2908	 
	4649
	 	REEF PLAZA	 	3981 OAKLAND PARK BLVD	 	 	 	LAUDERDALE LAKES	 	FL	 	 	33311-1007	 
	4650
	 	1137 LIBERTY AVENUE	 	 	 	 	 	BROOKLYN	 	NY	 	 	11208-3310	 
	4651
	 	678 SYCAMORE DR E	 	 	 	 	 	SULLIVAN	 	MO	 	 	63080-3304	 
	4653
	 	GREAT ROAD SHOPPING CENTER	 	331 GREAT ROAD	 	 	 	BEDFORD	 	MA	 	 	01730-2802	 
	4655
	 	COLUMBUS CORNERS       A	 	216 COLUMBUS CORNERS DRIVE	 	 	 	WHITEVILLE	 	NC	 	 	28472-4905	 
	4656
	 	NORTH LAKE MALL	 	4800 BRIARCLIFF RD NE STE 1001B	 	 	 	ATLANTA	 	GA	 	 	30345-2747	 
	4657
	 	756 BROAD ST	 	 	 	 	 	NEWARK	 	NJ	 	 	07102-3715	 
	4660
	 	3401 ARAMINGO AVE	 	 	 	 	 	PHILADELPHIA	 	PA	 	 	19134-4507	 
	4661
	 	CONCORD MALL	 	4737 CONCORD PIKE # SP400	 	 	 	WILMINGTON	 	DE	 	 	19803-1442	 
	4664
	 	SOMERSET PLAZA	 	375 AMHERST ST	 	 	 	NASHUA	 	NH	 	 	03063-1216	 
	4666
	 	EXPRESSWAY PLAZA	 	2314 N OCEAN AVE	 	SUITE A	 	FARMINGVILLE	 	NY	 	 	11738-2909	 
	4668
	 	484 8TH AVE	 	 	 	 	 	NEW YORK	 	NY	 	 	10001-1806	 
	4670
	 	VIRGINIA CENTER COMMONS	 	10101 BROOK RD STE 520	 	 	 	GLEN ALLEN	 	VA	 	 	23059-6522	 
	4671
	 	SOUTH SHORE MALL	 	1701 SUNRISE HWY	 	 	 	BAY SHORE	 	NY	 	 	11706-6091	 
	4672
	 	ROCK HILL SHOPPING CENTER	 	2353 N CHERRY RD	 	 	 	ROCK HILL	 	SC	 	 	29732-2166	 
	4673
	 	ROCHESTER MARKETPLACE	 	102 MILTON RD	 	 	 	ROCHESTER	 	NH	 	 	03868-9998	 
	4677
	 	EL PASEO POWER FLOOR	 	2451 ROCKWOOD AVENUE SUITE 119	 	 	 	CALEXICO	 	CA	 	 	92231-4405	 
	4678
	 	19400 S DIXIE HWY	 	 	 	 	 	MIAMI	 	FL	 	 	33157-7606	 
	4680
	 	924 CRESSWELL LN	 	 	 	 	 	OPELOUSAS	 	LA	 	 	70570-5820	 
	4682
	 	9636 AIRLINE HWY	 	 	 	 	 	BATON ROUGE	 	LA	 	 	70815-5505	 
	4685
	 	231 FRONTAGE RD	 	 	 	SPACE 2	 	PICAYUNE	 	MS	 	 	39466-7587	 






84









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4688
	 	1960 BARATARIA BLVD	 	 	 	 	 	MARRERO	 	LA	 	 	70072-4246	 
	4689
	 	109 N SERVICE RD E	 	 	 	 	 	RUSTON	 	LA	 	 	71270-2347	 
	4691
	 	INDEPENDENCE PARK	 	1784 PLAINFIELD PIKE	 	 	 	CRANSTON	 	RI	 	 	02921-2042	 
	4692
	 	CINNAMINSON PLAZA SC	 	2501 RT 130	 	SUITE 7	 	CINNAMINSON	 	NJ	 	 	08077-3018	 
	4693
	 	OAKWOOD PLAZA	 	3771 OAKWOOD BLVD	 	 	 	HOLLYWOOD	 	FL	 	 	33020-7112	 
	4695
	 	VESTAL TOWN SQUARE	 	2409 VESTAL PARKWAY E	 	SUITE A	 	VESTAL	 	NY	 	 	13850-2018	 
	4696
	 	3834 TROUP HWY	 	 	 	 	 	TYLER	 	TX	 	 	75703-1726	 
	4697
	 	CAPITAL SHOPPING CENTER	 	80 STORRS ST	 	SUITE 8	 	CONCORD	 	NH	 	 	03301-4840	 
	4698
	 	254 HARTFORD AVE	 	 	 	 	 	BELLINGHAM	 	MA	 	 	02019-3000	 
	4699
	 	3601 S LA BREA AVENUE	 	 	 	 	 	LOS ANGELES	 	CA	 	 	90016-5311	 
	4741
	 	MICRONESIA MALL	 	1088 W MARINE DR	 	SUITE 205-206	 	DEDEDO	 	GU	 	 	96929-1530	 
	4744
	 	GUAM SHOPPING CENTER	 	165 CHALAN SAN ANTONIO DR	 	SUITE 100	 	TAMUNING	 	GU	 	 	96913-3513	 
	4745
	 	CONYERS CROSSROADS	 	1620 DOGWOOD DR	 	UNIT H	 	CONYERS	 	GA	 	 	30013-5071	 
	4746
	 	HIRAM PAVILLION	 	5140 JIMMY LEE SMITH PKWY	 	SUITE 101	 	HIRAM	 	GA	 	 	30141-2736	 
	4747
	 	GRENADA PLAZA	 	1550 JAMESON DR	 	SUTIE H	 	GRENADA	 	MS	 	 	38901-0000	 
	4749
	 	SUGARLAND CROSSING	 	47010 COMMUNITY PLAZA	 	SUITE 100	 	STERLING	 	VA	 	 	20164-1889	 
	4750
	 	CHESTERFIELD MALL	 	220 CHESTERFIELD MALL	 	 	 	CHESTERFIELD	 	MO	 	 	63017-4811	 
	4751
	 	LAKEVIEW SQUARE MALL	 	5775 BECKLEY RD	 	SPACE 217	 	BATTLE CREEK	 	MI	 	 	49015-7102	 
	4753
	 	FAIRLESS HILLS S/C	 	485 OXFORD VALLEY ROAD	 	 	 	FAIRLESS HILLS	 	PA	 	 	19030-4202	 
	4754
	 	SOUTH TOWN PLAZA	 	3333 W HENRIETTA RD	 	 	 	ROCHESTER	 	NY	 	 	14623-3543	 
	4756
	 	AVIATION MALL	 	578 AVIATION MALL RD	 	SUITE 59	 	GLENS FALLS	 	NY	 	 	12804-1882	 
	4757
	 	SWANSEA MALL	 	262 SWANSEA MALL DR	 	SUITE 105	 	SWANSEA	 	MA	 	 	02777-4149	 
	4760
	 	WANDO CROSSING SHOPPING CENTER	 	1483-0 HIGHWAY 17TH NORTH	 	 	 	MOUNT PLEASANT	 	SC	 	 	29464-3343	 
	4761
	 	HANOVER MALL	 	1775 WASHINGTON ST	 	 	 	HANOVER	 	MA	 	 	02339-1701	 
	4762
	 	INDEPENDENCE CENTER	 	2035 INDEPENDENCE CENTER DR	 	 	 	INDEPENDENCE	 	MO	 	 	64057-1755	 
	4763
	 	FIELDS CORNER SHOPPING CENTER	 	512 GENEVA AVENUE	 	 	 	DORCHESTER	 	MA	 	 	02122-1321	 
	4764
	 	RED BLUFF SHOPPING CENTER	 	1005 S MAIN STREET	 	 	 	RED BLUFF	 	CA	 	 	96080-4360	 
	4765
	 	ESSEX PLAZA	 	700 ESSEX ST	 	 	 	LAWRENCE	 	MA	 	 	01841-4335	 
	4766
	 	SUNRISE S/C	 	1200 BRIDGE STREET	 	 	 	LOWELL	 	MA	 	 	01850-1255	 
	4767
	 	WESTFORD VALLEY MARKETPLACE	 	174 LITTLETON RD	 	 	 	WESTFORD	 	MA	 	 	01886-3191	 
	4768
	 	DUDLEY FARMS PLAZA	 	220 RHL BLVD	 	 	 	CHARLESTON	 	WV	 	 	25309-8262	 
	4769
	 	6679 FRESH POND RD	 	 	 	 	 	FLUSHING	 	NY	 	 	11385-3948	 
	4770
	 	439 86TH ST	 	 	 	 	 	BROOKLYN	 	NY	 	 	11209-4707	 
	4771
	 	LEHIGH VALLEY MALL	 	257 LEHIGH VALLEY MALL	 	 	 	WHITEHALL	 	PA	 	 	18052-5719	 
	4772
	 	QUEEN KAAHUMANU CENTER	 	275 KAAHUMANU AVENUE	 	SUITE B1	 	KAHULUI	 	HI	 	 	96732-1630	 
	4773
	 	SQUARE ONE MALL	 	229 SQUARE ONE MALL	 	 	 	SAUGUS	 	MA	 	 	01906-4182	 







85











 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4774
	 	HIGHLAND MALL SHOPPING CENTER	 	6501 AIRPORT BLVD SPACE	 	 	 	AUSTIN	 	TX	 	 	78752-3614	 
	4777
	 	6229 BELLAIRE BLVD	 	 	 	 	 	HOUSTON	 	TX	 	 	77081-4901	 
	4782
	 	SUMMIT PLAZA	 	370 W PLEASANTVIEW AVE	 	 	 	HACKENSACK	 	NJ	 	 	07601-1067	 
	4783
	 	186 W 231ST ST	 	 	 	 	 	BRONX	 	NY	 	 	10463-5618	 
	4784
	 	8510 SPRINGBROOK DRIVE	 	 	 	 	 	COON RAPIDS	 	MN	 	 	55433-6085	 
	4786
	 	1 S WASHINGTON AVE	 	 	 	 	 	BERGENFIELD	 	NJ	 	 	07621-2324	 
	4787
	 	37-40 74TH STREET	 	 	 	 	 	JACKSON HEIGHTS	 	NY	 	 	11372-6338	 
	4788
	 	1059 BOSTON ROAD	 	 	 	 	 	SPRINGFIELD	 	MA	 	 	01119-0000	 
	4789
	 	LINDEN SHOPPING CENTER	 	1601 W EDGAR ROAD	 	 	 	LINDEN	 	NJ	 	 	07036-6421	 
	4790
	 	WILMINGTON PLAZA	 	240 MAIN ST	 	 	 	WILMINGTON	 	MA	 	 	01887-2340	 
	4791
	 	MIDWAY MALL	 	4328 MIDWAY MALL	 	 	 	ELYRIA	 	OH	 	 	44035-2466	 
	4793
	 	CONROE MARKETPLACE SC	 	2904 I-45 N	 	SUITE 100	 	CONROE	 	TX	 	 	77303-0000	 
	4795
	 	1022 SPRINGFIELD AVE	 	 	 	 	 	IRVINGTON	 	NJ	 	 	07111-2025	 
	4796
	 	MCLENDON TOWNE CROSSING	 	215 WEST ROAD	 	 	 	HOUSTON	 	TX	 	 	77038-2601	 
	4797
	 	ALBERTSON S C	 	8401 N DALE MABRY	 	 	 	TAMPA	 	FL	 	 	33614-1678	 
	4799
	 	CROSS CREEK MALL	 	106 CROSS CREEK MALL	 	 	 	FAYETTEVILLE	 	NC	 	 	28303-7238	 
	4800
	 	MENLO PARK	 	55 PARSONAGE RD	 	SPACE 2920 SUITE 381	 	EDISON	 	NJ	 	 	08837-0000	 
	4801
	 	ISSAQUAH TOWN CENTER	 	755 NORTH WEST GILMAN SUITE S	 	 	 	ISSAQUAH	 	WA	 	 	98027-5369	 
	4802
	 	VILLAGE PLAZA	 	16759 REDMOND WAY	 	 	 	REDMOND	 	WA	 	 	98052-4472	 
	4803
	 	1777 COLUMBIA ROAD  NW	 	 	 	 	 	WASHINGTON	 	DC	 	 	20009-2813	 
	4804
	 	1730 SW WANAMAKER ROAD	 	 	 	 	 	TOPEKA	 	KS	 	 	66604-3813	 
	4805
	 	3773 NOSTRAND AVE	 	 	 	 	 	BROOKLYN	 	NY	 	 	11235-2012	 
	4807
	 	AROOSTOOK CENTRE	 	830 MAIN STREET	 	SUITE 16	 	PRESQUE ISLE	 	ME	 	 	04769-2277	 
	4808
	 	ARROWHEAD TOWNE CENTER	 	7700 W ARROWHEAD TOWNE CENTRE  SP 2145	 	 	 	GLENDALE	 	AZ	 	 	85308-8616	 
	4810
	 	GARDEN CITY PARK S/C	 	2405A JERICHO TPKE	 	 	 	GARDEN CITY PARK	 	NY	 	 	11040-4710	 
	4811
	 	90 DRUM HILL RD	 	SPACE 24	 	 	 	CHELMSFORD	 	MA	 	 	01824-1508	 
	4812
	 	LIBERTY PLAZA	 	3702 LIBERTY AVENUE	 	 	 	ERIE	 	PA	 	 	16508-2537	 
	4813
	 	SHOP RITE SHOPPING CENTER	 	965 RICHMOND AVENUE	 	 	 	STATEN ISLAND	 	NY	 	 	10314-1568	 
	4815
	 	LINCOLN CENTRE	 	26142 GREENFIELD	 	 	 	OAK PARK	 	MI	 	 	48237-1050	 
	4816
	 	HERITAGE CROSSING	 	3401 RALEIGH ROAD PKWY W STE 1 B	 	 	 	WILSON	 	NC	 	 	27896-8219	 
	4817
	 	DRAPER PEAKS	 	183 E 12300 SOUTH	 	SUITE K4	 	DRAPER	 	UT	 	 	84020-8186	 
	4818
	 	PEARL HIGHLANDS CENTER	 	1000 KAMEHAMEHA HWY	 	SUITE 206	 	PEARL CITY	 	HI	 	 	96782-2596	 
	4819
	 	FLOWER SHOPPING CENTER	 	8706 FLOWER AVENUE	 	 	 	SILVER SPRING	 	MD	 	 	20901-4081	 
	4820
	 	1600 EAST FRANKLIN BLVD	 	 	 	 	 	GASTONIA	 	NC	 	 	28054-4747	 
	4821
	 	14417 WESTHEIMER RD	 	 	 	 	 	HOUSTON	 	TX	 	 	77077-0000	 
	4822
	 	934 MARKET STREET	 	 	 	 	 	SAN FRANCISCO	 	CA	 	 	94102-2823	 






86









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4823
	 	SUPERSTITION SPRINGS S/C	 	1455 S POWER ROAD STE 101	 	 	 	MESA	 	AZ	 	 	85206-3754	 
	4826
	 	853 W POPLAR AVE	 	 	 	 	 	COLLIERVILLE	 	TN	 	 	38017-2545	 
	4827
	 	136 S W GREENVILLE BLVD	 	 	 	 	 	GREENVILLE	 	NC	 	 	27834-6906	 
	4828
	 	WAIKIKI TOWN CENTER	 	2301 KUHIO	 	 	 	HONOLULU	 	HI	 	 	96815-2980	 
	4829
	 	RK NEWPORT TOWNE CENTER	 	199 CONNELL HWY	 	SPACE 8	 	NEWPORT	 	RI	 	 	02840-1091	 
	4830
	 	CHESHIRE MARKETPLACE	 	360 US ROUTE 202	 	UNIT 8	 	RINDGE	 	NH	 	 	03461-3627	 
	4831
	 	K MART CENTER EAST	 	4415 BUFFALO RD	 	 	 	ERIE	 	PA	 	 	16510-2202	 
	4833
	 	STATEN ISLAND MALL	 	2655 RICHMOND AVENUE	 	 	 	STATEN ISLAND	 	NY	 	 	10314-5821	 
	4834
	 	GREAT MALL OF BAY AREA	 	200 GREAT MALL DR	 	SPACE 200	 	MILPITAS	 	CA	 	 	95035-0000	 
	4835
	 	GENESEE VALLEY CENTER	 	3321 S LINDEN ROAD  SP327	 	 	 	FLINT	 	MI	 	 	48507-3007	 
	4837
	 	FAIR LAKES CENTER	 	12999 FAIRLAKES CENTER	 	 	 	FAIRFAX	 	VA	 	 	22033-4402	 
	4839
	 	ADDISON POWER CENTER	 	3740 BELTLINE ROAD	 	 	 	ADDISON	 	TX	 	 	75001-4301	 
	4840
	 	ONE AND OLNEY S/C	 	101 EAST OLNEY AVENUE	 	 	 	PHILADELPHIA	 	PA	 	 	19120-2421	 
	4842
	 	NORTH POINT VILLAGE CENTER	 	1466 NORTH POINT VILLAGE CENTER	 	 	 	RESTON	 	VA	 	 	20194-1190	 
	4844
	 	THE MALL AT STEAMTOWN	 	116 THE MALL AT STEAMTOWN	 	 	 	SCRANTON	 	PA	 	 	18503-2035	 
	4846
	 	SUBURBAN PLAZA	 	1770 NOTTINGHAM WAY	 	 	 	HAMILTON	 	NJ	 	 	08619-3551	 
	4848
	 	540 CENTRAL AVENUE	 	 	 	 	 	EAST ORANGE	 	NJ	 	 	07018-1923	 
	4849
	 	FOX RUN MALL	 	50 FOX RUN ROAD	 	SUITE 60	 	NEWINGTON	 	NH	 	 	03801-2851	 
	4851
	 	ERDMAN SHOPPING AVENUE	 	3939 ERDMAN AVENUE	 	 	 	BALTIMORE	 	MD	 	 	21213-2004	 
	4852
	 	PLAZA AT BUCKLAND HILLS	 	1470 B PLEASANT VALLEY ROAD	 	 	 	MANCHESTER	 	CT	 	 	06040-8761	 
	4853
	 	WAL-LEX SHOPPING CENTER	 	862 LEXINGTON STREET	 	 	 	WALTHAM	 	MA	 	 	02452-4849	 
	4855
	 	PIONEER PARKWAY	 	2500 E PIONEER PKWY	 	 	 	ARLINGTON	 	TX	 	 	76010-8786	 
	4856
	 	THE PLAZA AT BRANDON TOWN CENTER	 	175 BRANDON TOWN CENTER DRIVE	 	 	 	BRANDON	 	FL	 	 	33511-4754	 
	4857
	 	MALL AT FAIRFIELD COMMONS	 	2727 FAIRFIELD COMMONS	 	SPACE 103	 	BEAVERCREEK	 	OH	 	 	45431-3778	 
	4860
	 	CHICAGO RIDGE MALL	 	100 CHICAGO RIDGE MALL	 	 	 	CHICAGO RIDGE	 	IL	 	 	60415-2601	 
	4861
	 	CREEKSIDE SC	 	7475 WEST COLFAX AVE STE 103	 	 	 	LAKEWOOD	 	CO	 	 	80214-5404	 
	4862
	 	BRANDON TOWN CENTER MALL	 	659 BRANDON TOWN CENTER MALL	 	 	 	BRANDON	 	FL	 	 	33511-5005	 
	4864
	 	VOLUSIA MALL	 	1700 VOLUSIA AVENUE #434	 	 	 	DAYTONA BEACH	 	FL	 	 	32114-1361	 
	4866
	 	2902-2906 3RD AVENUE	 	 	 	 	 	BRONX	 	NY	 	 	10455-2601	 
	4867
	 	ORLAND SQUARE	 	370 ORLAND SQUARE	 	 	 	ORLAND PARK	 	IL	 	 	60462-3213	 
	4868
	 	DUTCHESS CENTER	 	61 DUTCHESS TURNPIKE	 	 	 	POUGHKEEPSIE	 	NY	 	 	12603-1907	 
	4870
	 	WESTFIELD SHOPS	 	451 E MAIN STREET	 	 	 	WESTFIELD	 	MA	 	 	01085-3312	 
	4872
	 	LATHAM FARMS	 	579 TROY SCHENECTADY RD	 	SUITE 110	 	LATHAM	 	NY	 	 	12110-2820	 
	4874
	 	BROADWAY MALL	 	204 BROADWAY MALL	 	 	 	HICKSVILLE	 	NY	 	 	11801-2709	 
	4875
	 	COLVILLE VALLEY SHOPPING CENTER	 	1384 NORTH HWY	 	 	 	COLVILLE	 	WA	 	 	99114-2005	 
	4876
	 	CRYSTAL MALL	 	805 HARTFORD TURNPIKE	 	 	 	WATERFORD	 	CT	 	 	06385-4201	 






87









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4877
	 	OAKHURST MARKETPLACE	 	40032 HWY 49  SUITE 2	 	 	 	OAKHURST	 	CA	 	 	93644-8825	 
	4880
	 	4923HILL RANCH TOWNE CENTER	 	26756 PORTOLA PARKWAY SUITE 2B	 	 	 	FOOTHILL RANCH	 	CA	 	 	92610-1751	 
	4881
	 	SANTA MARGARITA TOWN CTR	 	30606 SANTA MARGARITA PKWY	 	SUITE A103	 	RANCHO SANTA MARGARI	 	CA	 	 	 92688-4500
	4883
	 	2901 S HORNER BLVD	 	 	 	 	 	SANFORD	 	NC	 	 	27330-9756	 
	4884
	 	CARRILON PLAZA	 	5072 AIRPORT ROAD NORTH	 	 	 	NAPLES	 	FL	 	 	34105-2414	 
	4886
	 	2212 N WASHINGTON STREET	 	 	 	 	 	FORREST CITY	 	AR	 	 	72335-1855	 
	4888
	 	705 JEFFERSON	 	 	 	 	 	WEST SACRAMENTO	 	CA	 	 	95691-2738	 
	4889
	 	11106 N W 7TH AVENUE	 	 	 	 	 	MIAMI	 	FL	 	 	33168-2202	 
	4892
	 	1071 NORTH COLLINS STREET	 	 	 	 	 	ARLINGTON	 	TX	 	 	76011-6133	 
	4893
	 	WESTFIELD SHOPPINGTOWN	 	545 DOWNTOWN PLAZA	 	SUITE 2082	 	SACRAMENTO	 	CA	 	 	95814-3332	 
	4896
	 	POTOMAC MILLS	 	2700 POTOMAC MILLS CIRCLE	 	 	 	PRINCE WILLIAM	 	VA	 	 	22192-4625	 
	4897
	 	LAKEWOOD SHOPPING PLAZA	 	1700 MADISON AVENUE	 	 	 	LAKEWOOD	 	NJ	 	 	08701-1253	 
	4898
	 	BRISTOL PLAZA	 	594 FARMINGTON AVE	 	 	 	BRISTOL	 	CT	 	 	06010-3934	 
	4899
	 	EAST WINDSOR SHOPPING PLAZA	 	440 ROUTE 130	 	 	 	HIGHTSTOWN	 	NJ	 	 	08520-2787	 
	4900
	 	CHARTER OAK MARKET PLACE	 	71 WILLIAM SHORTY CAMPBELL STREET	 	SPACE F	 	HARTFORD	 	CT	 	 	06106-0000	 
	4910
	 	SHADLE SC	 	2401 W WELLESLEY AVE	 	SPACE B C	 	SPOKANE	 	WA	 	 	99205-5009	 
	4913
	 	5940 W ARIZONA PAVILIONS DRIVE	 	 	 	 	 	TUCSON	 	AZ	 	 	85743-0000	 
	4914
	 	MORENO BEACH PLAZA	 	12761 MORENO BEACH DR	 	SUITE 103	 	MORENO VALLEY	 	CA	 	 	92555-4411	 
	4923
	 	LYNWOOD PLAZA	 	10735 LONG BEACH BLVD	 	 	 	LYNWOOD	 	CA	 	 	90262-1910	 
	4924
	 	MONTE VISTA CROSSING	 	3027 COUNTRYSIDE DRIVE	 	 	 	TURLOCK	 	CA	 	 	95380-8400	 
	4945
	 	CHIPPENHAM FOREST SQUARE	 	2524 SHEILA LANE	 	 	 	RICHMOND	 	VA	 	 	23225-0000	 
	4946
	 	WEST BROWARD SHOPPING CENTER	 	3925 WEST BROWARD BLVD	 	SUITE 110	 	FORT LAUDERDALE	 	FL	 	 	33312-1042	 
	4947
	 	CHASEWOOD PLAZA	 	6380 INDIANTOWN RD	 	 	 	JUPITER	 	FL	 	 	33458-7979	 
	4948
	 	DERBY RETAIL SHOPPING CENTER	 	1900 NORTH JOHNSON	 	 	 	DERBY	 	KS	 	 	67037-9382	 
	4949
	 	BROADCAST SQUARE	 	2779 PAPER MILL RD	 	SPACE C1	 	READING	 	PA	 	 	19610-3329	 
	4950
	 	CLARKSTOWN PLAZA	 	170 S MAIN	 	SPACE 9 AND 10	 	NEW CITY	 	NY	 	 	10956-3323	 
	4953
	 	OAKRIDGE MALL	 	925 BLOSSOM HILLS RD	 	SUITE 1024	 	SAN JOSE	 	CA	 	 	95123-1242	 
	4955
	 	1713 CHURCH AVENUE	 	 	 	 	 	BROOKLYN	 	NY	 	 	11226-2617	 
	4957
	 	3710 CLEMSON HWY	 	 	 	 	 	ANDERSON	 	SC	 	 	29621-1317	 
	4958
	 	NORTHPARK MALL	 	101 RANGELINE ROAD	 	SPACE #118	 	JOPLIN	 	MO	 	 	64801-4118	 
	4959
	 	SUN PLAZA	 	763 S VERMONT	 	 	 	LOS ANGELES	 	CA	 	 	90005-1518	 
	4960
	 	5001 W HWY 290	 	 	 	 	 	AUSTIN	 	TX	 	 	78735-6703	 
	4961
	 	WASHINGTON CENTER	 	85 WASHINGTON AVE	 	 	 	NORTH HAVEN	 	CT	 	 	06473-6165	 
	4963
	 	TOWER PLAZA MALL	 	4100 PARK AVENUE	 	 	 	WEEHAWKEN	 	NJ	 	 	07087-6182	 
	4964
	 	407 MAMARONECK AVENUE	 	 	 	 	 	MAMARONECK	 	NY	 	 	10543-2614	 
	4965
	 	BROADWAY SHOPPING CENTER	 	625 C BROADWAY	 	 	 	BANGOR	 	ME	 	 	04401-3339	 






88









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	4966
	 	317 CENTRAL AVE	 	 	 	 	 	JERSEY CITY	 	NJ	 	 	07307-2915	 
	4967
	 	WINDHAM MALL	 	795 ROOSEVELT TRAIL	 	 	 	WINDHAM	 	ME	 	 	04062-5348	 
	4971
	 	MARKET BASKET PLAZA	 	240 BROADWAY UNIT 6	 	 	 	RAYNHAM	 	MA	 	 	02767-1414	 
	4973
	 	1275 HIGHWAY 10 WEST	 	 	 	 	 	DETROIT LAKES	 	MN	 	 	56502-0000	 
	4974
	 	1273 DEER PARK AVENUE	 	 	 	 	 	NORTH BABYLON	 	NY	 	 	11703-3104	 
	4975
	 	120 DORMAN CENTER DRIVE	 	SUITE E	 	 	 	SPARTANBURG	 	SC	 	 	29301-0000	 
	4976
	 	2199 WEST FLAGLER STREET	 	 	 	 	 	MIAMI	 	FL	 	 	33135-1638	 
	4978
	 	18300 N W  2ND AVENUE	 	 	 	 	 	MIAMI	 	FL	 	 	33169-4504	 
	4979
	 	A AND P SHOPPING CENTER	 	1445 KENNEDY BLVD	 	 	 	NORTH BERGEN	 	NJ	 	 	07047-6307	 
	4980
	 	TARGET FULLERTON SC	 	2910 YORBA LINDA BLVD	 	 	 	FULLERTON	 	CA	 	 	92831-1523	 
	4985
	 	MALL ST VINCENT	 	1133 ST VINCENT AVENUE	 	SUITE 45MADRO	 	SHREVEPORT	 	LA	 	 	71104-4100	 
	4986
	 	1201 LINCOLN ROAD	 	 	 	 	 	MIAMI BEACH	 	FL	 	 	33140-0000	 
	4987
	 	411 BROADWAY	 	 	 	 	 	SAN DIEGO	 	CA	 	 	92101-5116	 
	4990
	 	311 WEST SHAW AVENUE  SPACE B	 	 	 	 	 	CLOVIS	 	CA	 	 	93612-3685	 
	4991
	 	4126 FAYETTEVILLE ROAD	 	 	 	 	 	RALEIGH	 	NC	 	 	27603-3606	 
	4993
	 	6725 PACIFIC BLVD	 	 	 	 	 	HUNTINGTON PARK	 	CA	 	 	90255-4109	 
	4994
	 	ANAHEIM PLAZA	 	470 N EUCLID STREET	 	 	 	ANAHEIM	 	CA	 	 	92801-5505	 
	4995
	 	KINGS PLAZA	 	5402 KINGS PLAZA SPC 126	 	 	 	BROOKLYN	 	NY	 	 	11234-5217	 
	4997
	 	FORT STREET MALL	 	1042 FORT STREET MALL	 	 	 	HONOLULU	 	HI	 	 	96813-5601	 
	4998
	 	551 E ROUND GROVE RD	 	 	 	 	 	LEWISVILLE	 	TX	 	 	75067-8310	 
	4999
	 	113 NE 1ST STREET	 	SUITE 15	 	 	 	MIAMI	 	FL	 	 	33132-2723	 
	5005
	 	WOODLAND PLAZA 11	 	176 NIBLICKS ROAD	 	 	 	PASO ROBLES	 	CA	 	 	93446-4842	 
	5007
	 	HOMESTEAD TOWN SQUARE	 	805 HOMESTEAD BLVD	 	 	 	HOMESTEAD	 	FL	 	 	33033-0000	 
	5008
	 	NORTHTOWN VILLAGE SC	 	3708 EAST HAMMER LANE	 	 	 	STOCKTON	 	CA	 	 	95212-2811	 
	5009
	 	WESTFIELD CENTER	 	9409 SHERIDAN BLVD	 	 	 	WESTMINSTER	 	CO	 	 	80031-6532	 
	5010
	 	QUEENS CENTER MALL	 	9015 QUEENS BLVD	 	SUITE 3061	 	ELMHURST	 	NY	 	 	11373-4916	 
	5011
	 	655 N OVERLAND AVE	 	 	 	 	 	BURLEY	 	ID	 	 	83318-3438	 
	5016
	 	GALLERIA AT SUNSET	 	1300 W SUNSET ROAD SPACE 1557	 	 	 	HENDERSON	 	NV	 	 	89014-6626	 
	5017
	 	WESTFIELD TOPANGA MALL	 	6600 TOPANGA CANYON BLVD	 	SUITE 2010-B	 	CANOGA PARK	 	CA	 	 	91303-0000	 
	5018
	 	34 S 52ND ST	 	 	 	 	 	PHILADELPHIA	 	PA	 	 	19139-3403	 
	5019
	 	DUDLEY SQUARE	 	2189 WASHINGTON STREET	 	 	 	ROXBURY	 	MA	 	 	02119-2023	 
	5020
	 	EPPING CROSSING	 	29 FRESH RIVER ROAD	 	 	 	EPPING	 	NH	 	 	03042-2222	 
	5021
	 	51-57 BOSTON AVENUE	 	 	 	 	 	BRIDGEPORT	 	CT	 	 	06610-1601	 
	5022
	 	HOLMDEL TOWNE CENTER	 	2107 HWY 35	 	 	 	HOLMDEL	 	NJ	 	 	07733-2743	 
	5023
	 	COLLEGETOWN SHOPPING CENTER	 	789 N DELSEA DR	 	 	 	GLASSBORO	 	NJ	 	 	08028-1435	 
	5024
	 	K MART SHOPPING CENTER	 	2675 JENSEN AVENUE	 	 	 	SANGER	 	CA	 	 	93657-9799	 






89









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5025
	 	CLINTON CROSSING S C	 	8765 BRANCH AVE	 	 	 	CLINTON	 	MD	 	 	20735-2630	 
	5026
	 	CORLAND TOWN CENTER	 	3137 MAIN ST	 	 	 	MOHEGAN LAKE	 	NY	 	 	10547-1521	 
	5027
	 	BAY HARBOR PLAZA	 	55 BRICK BLVD	 	SUITE 105	 	BRICK	 	NJ	 	 	08723-7922	 
	5028
	 	CALDOR PLAZA	 	1248 S BROAD STREET	 	 	 	WALLINGFORD	 	CT	 	 	06492-1715	 
	5029
	 	WATERTOWN MALL	 	550 ARSENAL STREET	 	 	 	WATERTOWN	 	MA	 	 	02472-2853	 
	5030
	 	20461 REDWOOD ROAD	 	 	 	 	 	CASTRO VALLEY	 	CA	 	 	94546-4315	 
	5032
	 	T J MAXX PLAZA	 	440 MIDDLESEX ROAD	 	 	 	TYNGSBORO	 	MA	 	 	01879-1070	 
	5033
	 	GREENSPRING TOWER	 	1034 W 41ST STREET UNIT D	 	 	 	BALTIMORE	 	MD	 	 	21211-1634	 
	5034
	 	SPRING CYPRESS SC	 	26084 HWY 290 W	 	 	 	CYPRESS	 	TX	 	 	77429-1050	 
	5035
	 	COUNTRY CLUB PLAZA NORTH	 	18706 NW 67TH AVENUE	 	 	 	HIALEAH	 	FL	 	 	33015-2408	 
	5038
	 	MURRAY HILL S/C	 	156-16 NORTHERN BOULEVARD	 	 	 	FLUSHING	 	NY	 	 	11354-5034	 
	5041
	 	178 HARVARD AVENUE	 	 	 	 	 	ALLSTON	 	MA	 	 	02134-2806	 
	5042
	 	744 ALLERTON AVENUE	 	 	 	 	 	BRONX	 	NY	 	 	10467-8702	 
	5043
	 	SANTA ANITA FASHION SQUARE	 	400 S BALDWIN AVENUE SPACE B-13	 	 	 	ARCADIA	 	CA	 	 	91007-1900	 
	5044
	 	ALA MOANA PLAZA	 	451 PIIKOI STREET	 	 	 	HONOLULU	 	HI	 	 	96814-4220	 
	5045
	 	ATRIUM MALL	 	1475 OLD YORK ROAD	 	 	 	ABINGTON	 	PA	 	 	19001-1917	 
	5046
	 	89-22 JAMAICA AVENUE	 	 	 	 	 	JAMAICA	 	NY	 	 	11421-2040	 
	5048
	 	801 BLOWING ROCK BLVD	 	 	 	 	 	LENOIR	 	NC	 	 	28645-3709	 
	5051
	 	HOLYOKE MALL	 	50 HOLYOKE ST	 	SUITE G308	 	HOLYOKE	 	MA	 	 	01040-0000	 
	5052
	 	WARD PARKWAY CENTER	 	8600 WARD PARKWAY CENTER	 	 	 	KANSAS CITY	 	MO	 	 	64114-2601	 
	5053
	 	BELLINGHAM SQUARE	 	464 BROADWAY	 	 	 	CHELSEA	 	MA	 	 	02150-2855	 
	5054
	 	MILFORD PLAZA	 	171 CHERRY STREET	 	 	 	MILFORD	 	CT	 	 	06460-3431	 
	5056
	 	STOP & SHOP SHOPPING CENTER	 	89-89 UNION TURNPIKE	 	 	 	GLENDALE	 	NY	 	 	11385-8050	 
	5057
	 	147-05-07 JAMAICA AVENUE	 	 	 	 	 	JAMAICA	 	NY	 	 	11435-3629	 
	5060
	 	13510 MICHIGAN AVENUE	 	 	 	 	 	DEARBORN	 	MI	 	 	48126-3511	 
	5061
	 	KMART KUKUI CENTER	 	4303 NAWILIWILI RD	 	SUITE 107	 	LIHUE	 	HI	 	 	96766-9581	 
	5066
	 	CENTRE AT GLEN BURNIE	 	6711 GOV RITCHIE HWY SPC 603	 	 	 	GLEN BURNIE	 	MD	 	 	21061-2362	 
	5067
	 	MARKET PLACE MALL	 	2000 N NEIL STREET	 	 	 	CHAMPAIGN	 	IL	 	 	61820-7808	 
	5068
	 	4260 EAST ALAMEDA	 	 	 	 	 	GLENDALE	 	CO	 	 	80246-1070	 
	5069
	 	6118 WHITEHORSE ROAD	 	 	 	 	 	GREENVILLE	 	SC	 	 	29611-3837	 
	5071
	 	428 UTICA AVENUE	 	 	 	 	 	BROOKLYN	 	NY	 	 	11213-5903	 
	5072
	 	RIVERCREST CENTER	 	4833 CAL-SAG RD	 	 	 	CRESTWOOD	 	IL	 	 	60445-4415	 
	5073
	 	YREKA JUNCTION	 	1828 A FORT JONES ROAD	 	 	 	YREKA	 	CA	 	 	96097-9531	 
	5074
	 	CRESCENT CITY CENTER	 	830 HIGHWAY 101 NORTH	 	 	 	CRESCENT CITY	 	CA	 	 	95531-2309	 
	5075
	 	VAN NUYS SHOPPING CENTER	 	6633 VAN NUYS BLVD	 	 	 	VAN NUYS	 	CA	 	 	91405-4618	 
	5076
	 	9855 SO PARKER ROAD	 	 	 	 	 	PARKER	 	CO	 	 	80134-8815	 






90









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5077
	 	TEDESCHI PLAZA	 	292 GROVE STREET	 	 	 	BRAINTREE	 	MA	 	 	02184-7209	 
	5079
	 	VALLEY PLAZA	 	4141 S SALINA STREET	 	 	 	SYRACUSE	 	NY	 	 	13205-2060	 
	5080
	 	PLAZA PADIFICA	 	943 AVENIDA PICO SUITE J	 	 	 	SAN CLEMENTE	 	CA	 	 	92673-0000	 
	5081
	 	1624 AVENUE U	 	 	 	 	 	BROOKLYN	 	NY	 	 	11229-3810	 
	5083
	 	SOUTHPORT PLAZA	 	7380 GREEN BAY ROAD	 	 	 	KENOSHA	 	WI	 	 	53142-3517	 
	5084
	 	TOP VALUE CENTER	 	140 W ANAHEIM STREET	 	 	 	WILMINGTON	 	CA	 	 	90744-4417	 
	5085
	 	3141 VETERANS BLVD	 	 	 	 	 	METAIRIE	 	LA	 	 	70002-6047	 
	5086
	 	DESERT RIDGE MARKETPLACE	 	21001 TATUM BLVD	 	SUITE 461510	 	PHOENIX	 	AZ	 	 	85050-4229	 
	5087
	 	DURANGO TOWNE CENTER	 	1135 S CAMINO DEL RIO	 	SUITE 290	 	DURANGO	 	CO	 	 	81303-6861	 
	5088
	 	CASCADE COMMONS	 	2149 CASCADE HWY STE 101	 	 	 	HOOD RIVER	 	OR	 	 	97031-2710	 
	5089
	 	MKTPLACE AT LAGUNA NIGUEL	 	27230-C ALICIA PARKWAY	 	 	 	LAGUNA NIGUEL	 	CA	 	 	92677-3414	 
	5090
	 	LOS ALTOS PLAZA	 	2280 BELLFLOWER BLVD	 	 	 	LONG BEACH	 	CA	 	 	90815-2017	 
	5093
	 	THE MALL AT WHITNEY FIELD	 	100 COMMERCIAL ROAD	 	UNIT 175	 	LEOMINSTER	 	MA	 	 	01453-3342	 
	5094
	 	PINEWOOD SQUARE S C	 	906 NORTH SPENCE	 	 	 	GOLDSBORO	 	NC	 	 	27534-4200	 
	5097
	 	WARDS CORNER S/C	 	118 E LITTLE CREEK RD	 	 	 	NORFOLK	 	VA	 	 	23505-2503	 
	5098
	 	201 EAST FRONT STREET	 	 	 	 	 	PLAINFIELD	 	NJ	 	 	07060-1316	 
	5099
	 	PLAZA DEL OBISPO	 	31882 DEL OBISPO	 	 	 	SAN JUAN CAPISTRANO	 	CA	 	 	92675-3225	 
	5102
	 	LACKAWANNA STATION	 	1 LACKAWANNA AVENUE	 	 	 	MONTCLAIR	 	NJ	 	 	07042-3621	 
	5104
	 	BENNINGTON SQUARE S/C	 	101 BENNINGTION SQUARE	 	 	 	BENNINGTON	 	VT	 	 	05201-1941	 
	5105
	 	2701 MARET STREET NE	 	 	 	 	 	CANTON	 	OH	 	 	44705-3907	 
	5106
	 	CENTURY 21 PLAZA	 	1079 OLD COUNTRY RD	 	 	 	WESTBURY	 	NY	 	 	11590-5612	 
	5107
	 	CENTURY CENTER	 	377 MEMORIAL AVENUE	 	 	 	WEST SPRINGFIELD	 	MA	 	 	01089-4007	 
	5108
	 	3170 LONG BEACH ROAD	 	 	 	 	 	OCEANSIDE	 	NY	 	 	11572-4109	 
	5111
	 	KATY SHOPPING CENTER	 	2001 KATY MILLS BLVD SUITE Q	 	 	 	KATY	 	TX	 	 	77494-0000	 
	5113
	 	3740 BLOOMINGTON ST	 	 	 	 	 	COLORADO SPRINGS	 	CO	 	 	80922-3200	 
	5114
	 	1570 W FOOTHILL BLVD SPACE C AND D	 	 	 	 	 	UPLAND	 	CA	 	 	91786-3699	 
	5117
	 	CROSSROADS CENTER	 	5870 CROSSROADS CENTER WAY	 	 	 	FALLS CHURCH	 	VA	 	 	22041-2308	 
	5118
	 	MACARTHUR CENTER MALL	 	300 MONTICELLO AVE	 	SPACE 261	 	NORFOLK	 	VA	 	 	23510-0000	 
	5120
	 	MAINE MALL	 	379 MAINE MALL	 	 	 	SOUTH PORTLAND	 	ME	 	 	04106-3237	 
	5121
	 	6079 JERICHO TURNPIKE	 	 	 	 	 	COMMACK	 	NY	 	 	11725-2803	 
	5123
	 	7 EAST BURNSIDE AVE	 	 	 	 	 	BRONX	 	NY	 	 	10453-4103	 
	5124
	 	KENDALL LAKES MALL	 	14089 SW 88TH STREET	 	 	 	MIAMI	 	FL	 	 	33186-4002	 
	5125
	 	97-14 63RD RD	 	 	 	 	 	REGO PARK	 	NY	 	 	11374-1639	 
	5126
	 	WESTVIEW COMMONS	 	1594 BUTTITTI RD	 	 	 	STREAMWOOD	 	IL	 	 	60107-2297	 
	5127
	 	BOYNTON BEACH MALL	 	801 N CONGRESS AVE SPACE 967	 	 	 	BOYNTON BEACH	 	FL	 	 	33426-3334	 
	5130
	 	CITY MARKET PLACE	 	2415 N HASKELL AVENUE SPACE 106	 	 	 	DALLAS	 	TX	 	 	75204-3782	 






91









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5131
	 	4318 BERGENLINE AVE	 	 	 	 	 	UNION CITY	 	NJ	 	 	07087-5002	 
	5132
	 	4793 COMMERCIAL DRIVE	 	BLDG 2	 	 	 	NEW HARTFORD	 	NY	 	 	13413-6211	 
	5133
	 	THE WOODLANDS MALL	 	1201 LAKE WOODLANDS DRIVE SPACE 1010	 	 	 	THE WOODLANDS	 	TX	 	 	77380-5001	 
	5134
	 	3908 GRANDVIEW DRIVE	 	 	 	 	 	SIMPSONVILLE	 	SC	 	 	29680-3163	 
	5137
	 	SMITH HAVEN MALL	 	450 SMITH HAVEN MALL	 	 	 	LAKE GROVE	 	NY	 	 	11755-1204	 
	5142
	 	6745 WESTMINSTER	 	SUITE B	 	 	 	WESTMINSTER	 	CA	 	 	92683-3706	 
	5143
	 	THE MEADOWS MALL	 	4300 MEADOWS LANE	 	SUITE 227	 	LAS VEGAS	 	NV	 	 	89107-3000	 
	5144
	 	PALM DESERT TOWN CENTER	 	72840 HWY 111 SPACE T-393	 	 	 	PALM DESERT	 	CA	 	 	92260-3324	 
	5145
	 	720 25TH AVENUE	 	 	 	 	 	BROOKINGS	 	SD	 	 	57006-1759	 
	5147
	 	BERKSHIRE SHOPPING CENTER	 	67 NEWTOWN RD	 	 	 	DANBURY	 	CT	 	 	06810-0000	 
	5148
	 	CITADEL MALL	 	750 CITADEL MALL DRIVE	 	SPACE 2102	 	COLORADO SPRINGS	 	CO	 	 	80909-0000	 
	5149
	 	TARGET CENTER	 	901 SUNRISE HIGHWAY	 	 	 	COPIAGUE	 	NY	 	 	11726-1341	 
	5150
	 	THORNDALE S/C	 	3451 E LINCOLN HWY	 	 	 	THORNDALE	 	PA	 	 	19372-1014	 
	5151
	 	MARUMSCO PLAZA	 	13961 JEFFERSON DAVIS PKWY	 	 	 	WOODBRIDGE	 	VA	 	 	22191-2010	 
	5156
	 	86-01 ROOSEVELT AVENUE	 	 	 	 	 	FLUSHING	 	NY	 	 	11372-7536	 
	5157
	 	FRISCO STATION MALL	 	2001 W WALNUT STREET	 	 	 	ROGERS	 	AR	 	 	72756-3243	 
	5160
	 	YORK RIVER CROSSING SHOPPING CENTER	 	2365 YORK CROSSING DRIVE	 	 	 	HAYES	 	VA	 	 	23072-3643	 
	5161
	 	PALM PLAZA SHOPPING CENTER	 	4462 BEE RIDGE ROAD SPACE # 1	 	 	 	SARASOTA	 	FL	 	 	34233-2502	 
	5165
	 	CRANBERRY PLAZA	 	2991 CRANBERRY HWY	 	UNIT 9	 	EAST WAREHAM	 	MA	 	 	02538-1354	 
	5166
	 	CLAREMONT MARKET PLACE	 	345 WASHINGTON ST	 	 	 	CLAREMONT	 	NH	 	 	03743-2774	 
	5167
	 	PENNSVILLE S/C	 	251 N BROADWAY AVE #48	 	 	 	PENNSVILLE	 	NJ	 	 	08070-1200	 
	5168
	 	SANFORD FARM S/C	 	115 SANFORD FARM S/C	 	 	 	AMSTERDAM	 	NY	 	 	12010-7535	 
	5169
	 	1590 FLATBUSH AVENUE	 	 	 	 	 	BROOKLYN	 	NY	 	 	11210-3030	 
	5171
	 	102-18 ROOSEVELT AVENUE	 	 	 	 	 	FLUSHING	 	NY	 	 	11368-2332	 
	5174
	 	2785 BELLE CHASE HWY	 	 	 	 	 	GRETNA	 	LA	 	 	70056-7130	 
	5175
	 	SHASTA FACTORY OUTLETS	 	1713 STATE HWY 273	 	 	 	ANDERSON	 	CA	 	 	96007-4233	 
	5176
	 	MAIN PLACE MALL	 	390 MAIN STREET	 	 	 	BUFFALO	 	NY	 	 	14202-3702	 
	5178
	 	SEVEN CORNERS CENTER	 	6310 SEVEN CORNERS CENTER	 	 	 	FALLS CHURCH	 	VA	 	 	22044-2409	 
	5179
	 	CROSSGATES MALL	 	1 CROSSGATES MALL RD	 	 	 	ALBANY	 	NY	 	 	12203-5385	 
	5180
	 	BELTWAY PLAZA MALL	 	6000 GREENBELT ROAD	 	SUITE 21	 	GREENBELT	 	MD	 	 	20770-1018	 
	5183
	 	3768-70 JUNCTION BLVD	 	 	 	 	 	FLUSHING	 	NY	 	 	11368-1741	 
	5184
	 	HIGHLANDER PLAZA	 	7 TRADERS WAY	 	 	 	SALEM	 	MA	 	 	01970-1867	 
	5185
	 	6053 JONESBORO ROAD	 	 	 	 	 	MORROW	 	GA	 	 	30260-1106	 
	5187
	 	PLAZA SAN BENITO	 	1760 AIRLINE HIGHWAY SUITE K	 	 	 	HOLLISTER	 	CA	 	 	95023-5634	 
	5188
	 	CASA VIEW SHOPPING CENTER	 	10305 FERGUSON ROAD	 	 	 	DALLAS	 	TX	 	 	75228-3014	 
	5190
	 	CICERO MARKET	 	8072 BREWERTON RD	 	SUITE 300	 	CICERO	 	NY	 	 	13039-9584	 






92









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5192
	 	16TH STREET MALL	 	821 16TH ST	 	 	 	DENVER	 	CO	 	 	80202-3205	 
	5194
	 	GATEWAY AT DONNER PASS	 	11260-8 DONNER PASS ROAD	 	 	 	TRUCKEE	 	CA	 	 	96162-0000	 
	5195
	 	PACIFIC PLAZA S C	 	2308 NORTH COAST HWY	 	 	 	NEWPORT	 	OR	 	 	97365-1799	 
	5196
	 	NORTHSHORE MALL	 	210 ANDOVER ST	 	 	 	PEABODY	 	MA	 	 	01960-1600	 
	5197
	 	CARBON PLAZA S/C	 	1205 BLAKESLEE BLVD DR E	 	 	 	LEHIGHTON	 	PA	 	 	18235-2404	 
	5198
	 	TARGET SHOPPING CENTER	 	3900 SISK ROAD SUITE B	 	 	 	MODESTO	 	CA	 	 	95356-3215	 
	5199
	 	PLAZA DEL RIO	 	1520 MITCHELL ROAD	 	 	 	CERES	 	CA	 	 	95307-2132	 
	5200
	 	WILLOWROCK PLAZA	 	6641 STANFORD RANCH ROAD	 	 	 	ROCKLIN	 	CA	 	 	95677-2674	 
	5201
	 	WESTSHORE PLAZA	 	1823 E SHERMAN BLVD	 	 	 	MUSKEGON	 	MI	 	 	49444-1856	 
	5202
	 	400 WEST 29TH ST	 	 	 	 	 	HIALEAH	 	FL	 	 	33012-5710	 
	5203
	 	NORTH HAVEN SC	 	2 UNIVERSAL DRIVE N	 	SPACE 120	 	NORTH HAVEN	 	CT	 	 	06473-3117	 
	5204
	 	BURLINGTON TOWN CENTER	 	49 CHURCH ST	 	SUITE 141	 	BURLINGTON	 	VT	 	 	05401-4443	 
	5205
	 	ROCKRIDGE SHOPPING CENTER	 	5104 BROADWAY	 	 	 	OAKLAND	 	CA	 	 	94611-4620	 
	5207
	 	ARCADIA S/C	 	6720 ST ROUTE 31 EAST	 	 	 	NEWARK	 	NY	 	 	14513-9232	 
	5208
	 	MANCHESTER PARKADE	 	372 W MIDDLE TURNPIKE	 	 	 	MANCHESTER	 	CT	 	 	06040-3824	 
	5211
	 	WALMART SUPERCENTER	 	17776 NW 57TH AVE	 	 	 	HIALEAH	 	FL	 	 	33015-5118	 
	5213
	 	TAMIAMI TRAILS SHOPS	 	13770 SW 8TH STREET	 	 	 	MIAMI	 	FL	 	 	33184-3031	 
	5214
	 	SEEKONK SQUARE	 	35 COMMERCE WAY	 	 	 	SEEKONK	 	MA	 	 	02771-5816	 
	5215
	 	THE MALL @ CROSS COUNTY	 	738 CENTRAL PARK AVE	 	SPACE 102-104	 	YONKERS	 	NY	 	 	10704-2058	 
	5216
	 	PLAZA 35	 	1825 HWY 35 #3	 	 	 	WALL TOWNSHIP	 	NJ	 	 	07719-3541	 
	5217
	 	KENDIG SQUARE	 	2600 N WILLOW ST	 	 	 	WILLOW STREET	 	PA	 	 	17584-9388	 
	5219
	 	SHOP RITE S/C	 	122 8TH STREET UNIT A	 	 	 	PASSAIC	 	NJ	 	 	07055-7907	 
	5222
	 	THE MARKETPLACE AT AUGUSTA	 	15 STEPHEN KING DR	 	SUITE 3	 	AUGUSTA	 	ME	 	 	04330-0000	 
	5229
	 	SHOPPES AT BLACKSTONE VALLEY	 	70 WORCESTER PROVIDENCE TURNPIKE	 	SPACE 315	 	MILLBURY	 	MA	 	 	01527-2652	 
	5230
	 	STRAWBERRY HILL S/C	 	434 WESTPORT AVE	 	 	 	NORWALK	 	CT	 	 	06851-4423	 
	5232
	 	713 WEST MAIN STREET	 	 	 	 	 	LEXINGTON	 	SC	 	 	29072-2505	 
	5233
	 	SONORA CROSSROADS	 	1215 SANGUINETTI ROAD	 	 	 	SONORA	 	CA	 	 	95370-6215	 
	5234
	 	2600 SONCY ROAD	 	 	 	 	 	AMARILLO	 	TX	 	 	79124-2302	 
	5235
	 	13020 E SPRAGUE AVE	 	 	 	 	 	SPOKANE	 	WA	 	 	99216-0734	 
	5236
	 	2201 WEST DEKALB	 	 	 	 	 	CAMDEN	 	SC	 	 	29020-2070	 
	5242
	 	3115 HARRISON	 	 	 	 	 	BATESVILLE	 	AR	 	 	72501-7516	 
	5244
	 	2124 GUNBARREL ROAD	 	 	 	 	 	CHATTANOOGA	 	TN	 	 	37421-2607	 
	5245
	 	NORTHRIDGE FASHION CENTER	 	9301 TAMPA AVENUE	 	 	 	NORTHRIDGE	 	CA	 	 	91324-2503	 
	5246
	 	3215 N MEMORIAL	 	 	 	 	 	HUNTSVILLE	 	AL	 	 	35810-2405	 
	5247
	 	1192 COLUMBIA DRIVE	 	 	 	 	 	DECATUR	 	GA	 	 	30032-2821	 
	5249
	 	PALM PROMENADE	 	662 DENNERY ROAD SPACE 103	 	 	 	SAN DIEGO	 	CA	 	 	92154-8402	 






93









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5250
	 	STONECREST PLAZA	 	3460 MURPHY CANYON ROAD	 	 	 	SAN DIEGO	 	CA	 	 	92123-2655	 
	5252
	 	98 BOSTON STREET	 	 	 	 	 	LYNN	 	MA	 	 	01904-2526	 
	5253
	 	WIND GAP PLAZA	 	817 MALE ROAD	 	 	 	WIND GAP	 	PA	 	 	18091-1500	 
	5255
	 	530 SE 192ND AVE	 	SUITE 104	 	 	 	VANCOUVER	 	WA	 	 	98683-9681	 
	5256
	 	WALNUT HILL PLAZA	 	1500 DIAMOND HILL RD	 	 	 	WOONSOCKET	 	RI	 	 	02895-1547	 
	5257
	 	WATSONVILLE SQUARE	 	1970-1974 MAIN STREET	 	 	 	WATSONVILLE	 	CA	 	 	95076-3066	 
	5259
	 	2517 WEST 6TH STREET	 	RURAL ROUTE 11	 	 	 	FAYETTEVILLE	 	AR	 	 	72704-7622	 
	5260
	 	3625 E GRAND RIVER AVE	 	 	 	 	 	HOWELL	 	MI	 	 	48843-8516	 
	5261
	 	MELLENIA PLAZA	 	4652 MILLENIA PLAZA WAY	 	SPACE D 1	 	ORLANDO	 	FL	 	 	32839-2433	 
	5262
	 	ENTERPRISE PLAZA SHOPPING CENTER	 	6140 UNIVERSITY	 	 	 	HUNTSVILLE	 	AL	 	 	35806-1772	 
	5263
	 	750 W HALLANDALE BEACH BLVD	 	 	 	 	 	HALLANDALE	 	FL	 	 	33009-5333	 
	5266
	 	COUNTRYSIDE PLAZA	 	1800 COUNTRYSIDE DRIVE	 	 	 	TURLOCK	 	CA	 	 	95380-9530	 
	5269
	 	PACIFIC PLAZA SC	 	5001 PACIFIC COAST HWY	 	 	 	TORRANCE	 	CA	 	 	90505-5441	 
	5270
	 	SUN CENTER	 	3590 W DUBLIN/GRANVILLE RD	 	 	 	COLUMBUS	 	OH	 	 	43235-4901	 
	5272
	 	SOMERSET S/C	 	363 A US HWY 202/206	 	 	 	BRIDGEWATER	 	NJ	 	 	08807-2442	 
	5273
	 	GLENWOOD SPRINGS MALL	 	51027 HWY 6 AND 24	 	 	 	GLENWOOD SPRINGS	 	CO	 	 	81601-2576	 
	5275
	 	15703 SW 88TH STREET	 	 	 	 	 	MIAMI	 	FL	 	 	33196-1001	 
	5276
	 	107 MILL ROAD	 	 	 	 	 	FREEPORT	 	NY	 	 	11520-4630	 
	5278
	 	NORTH COUNTY FAIR MALL	 	200 EAST VIA RANCHO PLAZA  #365	 	 	 	ESCONDIDO	 	CA	 	 	92025-8009	 
	5279
	 	WINDWARD CITY SC	 	45-480 KANEOHE BAY DRIVE B17	 	 	 	KANEOHE	 	HI	 	 	96744-2054	 
	5280
	 	1705 WILDWOOD BLVD	 	 	 	 	 	RIO GRANDE	 	NJ	 	 	08242-1405	 
	5281
	 	210 LOUIS HENNA BOULEVARD	 	 	 	 	 	ROUND ROCK	 	TX	 	 	78664-7312	 
	5282
	 	2009 SOUTH PUEBLO BLVD	 	 	 	 	 	PUEBLO	 	CO	 	 	81005-2577	 
	5283
	 	ELK PARK VALUE CENTER	 	19134 FREEPORT STREET NW	 	 	 	ELK RIVER	 	MN	 	 	55330-1264	 
	5285
	 	301 W BALTIMORE PIKE	 	 	 	 	 	CLIFTON HEIGHTS	 	PA	 	 	19018-1806	 
	5287
	 	462 WEST STREET	 	 	 	 	 	KEENE	 	NH	 	 	03431-2453	 
	5288
	 	20829 VENTURA BLVD	 	 	 	 	 	WOODLAND HILLS	 	CA	 	 	91364-2319	 
	5290
	 	SAN ANTONIO SHOPPING CENTER	 	530 SHOWERS BLDG AA	 	 	 	MOUNTAIN VIEW	 	CA	 	 	94040-4740	 
	5291
	 	71 FOREST AVENUE	 	 	 	 	 	GLEN COVE	 	NY	 	 	11542-2112	 
	5292
	 	TJ MAXX PLAZA	 	22 MARCH AVENUE #4	 	 	 	MANCHESTER	 	NH	 	 	03103-4012	 
	5296
	 	2410 MERRICK RD	 	 	 	 	 	BELLMORE	 	NY	 	 	11710-5701	 
	5298
	 	CAPITAL WEST S/C	 	4610 TENNESSEE ST	 	 	 	TALLAHASSEE	 	FL	 	 	32304-1051	 
	5299
	 	1 S WHITEHORSE PIKE	 	 	 	 	 	STRATFORD	 	NJ	 	 	08084-1520	 
	5301
	 	426 GRAYSON HWY SW	 	 	 	 	 	LAWRENCEVILLE	 	GA	 	 	30045-0000	 
	5302
	 	R K SHOPPING CENTER	 	197D BOSTON POST RD WEST	 	 	 	MARLBOROUGH	 	MA	 	 	01752-1840	 
	5303
	 	MARLEY STATION	 	7900 RITCHIE HWY	 	SUITE E-233	 	GLEN BURNIE	 	MD	 	 	21061-4367	 






94









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5305
	 	FENTON PLAZA	 	53 FENTON PLAZA	 	 	 	FENTON	 	MO	 	 	63026-4110	 
	5308
	 	8 PLEASANT STREET	 	 	 	 	 	MALDEN	 	MA	 	 	02148-5308	 
	5310
	 	34356 HWY 43 NORTH	 	 	 	 	 	THOMASVILLE	 	AL	 	 	36784-3350	 
	5312
	 	906 U S HWY 278 EAST	 	 	 	 	 	AMORY	 	MS	 	 	38821-5511	 
	5313
	 	FRANCISCO CENTRE	 	2466 EAST DESERT INN ROAD SUITE A AND B	 	 	 	LAS VEGAS	 	NV	 	 	89121-3622	 
	5315
	 	ASHLAND SQUARE	 	2015 S BANEY RD	 	 	 	ASHLAND	 	OH	 	 	44805-4504	 
	5317
	 	55 BEDFORD STREET	 	 	 	 	 	STAMFORD	 	CT	 	 	06901-1908	 
	5318
	 	TARGET SHOPPING CENTER	 	9745 LAUREL CANYON BLVD SPACE A	 	 	 	PACOIMA	 	CA	 	 	91331-4115	 
	5319
	 	AUDUBON VILLAGE S/C	 	2864 AUDUBON VILLAGE DR	 	 	 	AUDUBON	 	PA	 	 	19407-0000	 
	5321
	 	SHOPPES AT PARK PLACE	 	3790 PARK BLVD	 	 	 	PINELLAS PARK	 	FL	 	 	33781-3611	 
	5323
	 	WHITE OAK S/C	 	11281 NEW HAMPSHIRE AVE	 	 	 	SILVER SPRING	 	MD	 	 	20904-2631	 
	5324
	 	2840 BARTLETT BLVD	 	 	 	 	 	BARTLETT	 	TN	 	 	38134-4581	 
	5325
	 	4395 WADE GREEN ROAD	 	 	 	 	 	KENNESAW	 	GA	 	 	30144-1246	 
	5326
	 	O’NEAL PLAZA SC	 	2122 O’NEAL LANE	 	 	 	BATON ROUGE	 	LA	 	 	70816-3205	 
	5327
	 	PINOLE VISTA	 	1390 FITZGERALD DRIVE	 	 	 	PINOLE	 	CA	 	 	94564-2249	 
	5331
	 	296 GARRISONVILLE RD	 	 	 	 	 	STAFFORD	 	VA	 	 	22554-1574	 
	5332
	 	WEST VALLEY MALL	 	3200 NAGLEE RD	 	SUITE 436	 	TRACY	 	CA	 	 	95304-7333	 
	5336
	 	HERITAGE CENTER	 	5049 NORTH CENTRAL EXPWY	 	 	 	PLANO	 	TX	 	 	75023-4701	 
	5337
	 	GONZALES SHOPPING CENTER	 	851 5TH STREET SUITE P	 	 	 	GONZALES	 	CA	 	 	93926-9437	 
	5339
	 	TELEGRAPH CROSSING	 	3258 TELEGRAPH ROAD	 	 	 	SAINT LOUIS	 	MO	 	 	63125-5565	 
	5341
	 	GATEWAY MALL	 	6100 O STREET #A194	 	 	 	LINCOLN	 	NE	 	 	68528-9142	 
	5342
	 	SHOPS AT TANFORAN	 	1150 EL CAMINO REAL	 	SUITE 125	 	SAN BRUNO	 	CA	 	 	94066-2421	 
	5345
	 	1925 S KOELLER STREET	 	 	 	 	 	OSHKOSH	 	WI	 	 	54902-6100	 
	5346
	 	3231 IOWA ST	 	 	 	 	 	LAWRENCE	 	KS	 	 	66047-5205	 
	5350
	 	3610 WAIALAE AVE	 	 	 	 	 	HONOLULU	 	HI	 	 	96816-3225	 
	5351
	 	856 ROCKVILLE PIKE	 	 	 	 	 	ROCKVILLE	 	MD	 	 	20852-1215	 
	5352
	 	14991 N KELSEY ST	 	 	 	 	 	MONROE	 	WA	 	 	98272-1441	 
	5353
	 	RICHMOND MALL	 	424 RICHMOND MALL	 	 	 	RICHMOND	 	KY	 	 	40475-2967	 
	5354
	 	1648 2ND AVENUE SW	 	 	 	 	 	CULLMAN	 	AL	 	 	35055-5313	 
	5356
	 	RUTLAND SHOPPING PLAZA	 	36 RUTLAND SHOPPING PLAZA	 	 	 	RUTLAND	 	VT	 	 	05701-5201	 
	5357
	 	MEADOW GLEN MALL	 	3850 MYSTIC VALLEY PKWY	 	 	 	MEDFORD	 	MA	 	 	02155-6901	 
	5358
	 	CAMPBELL LANE TOWN CENTER	 	1680 CAMPBELL LANE #104	 	 	 	BOWLING GREEN	 	KY	 	 	42101-1062	 
	5360
	 	LAWRENCEVILLE MARKET	 	875 LAWRENCEVILLE-SUWANEE RD	 	#540	 	LAWRENCEVILLE	 	GA	 	 	30043-5483	 
	5361
	 	WARRENTON CENTER	 	251 W LEE HWY SUITE 611	 	 	 	WARRENTON	 	VA	 	 	20186-2078	 
	5362
	 	61545 SOUTH HWY 97	 	 	 	 	 	BEND	 	OR	 	 	97702-2593	 
	5363
	 	1024 W. BEACON STREET	 	 	 	 	 	PHILADELPHIA	 	MS	 	 	39350-3204	 







95











 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5364
	 	1715 ELTON ROAD	 	 	 	 	 	JENNINGS	 	LA	 	 	70546-3631	 
	5365
	 	100 EAST BROAD STREET	 	 	 	 	 	GADSDEN	 	AL	 	 	35903-1516	 
	5367
	 	1315 W REELFOOT AVENUE	 	 	 	 	 	UNION CITY	 	TN	 	 	38261-5505	 
	5368
	 	CROWN POINT PLAZA	 	6674 CLINTON HIGHWAY	 	 	 	KNOXVILLE	 	TN	 	 	37912-1016	 
	5369
	 	HARCO CENTER	 	5620 MCFARLAND BLVD	 	 	 	NORTHPORT	 	AL	 	 	35476-3537	 
	5370
	 	316 HIGHWAY 80 EAST	 	 	 	 	 	CLINTON	 	MS	 	 	39056-4718	 
	5374
	 	ONTARIO MILLS	 	1 MILLS CIRCLE	 	SUITE 301	 	ONTARIO	 	CA	 	 	91764-5207	 
	5375
	 	MESA SPECTRUM SHOPPING CENTER	 	1240 E BASELINE RD	 	SPACE 104	 	MESA	 	AZ	 	 	85204-6700	 
	5376
	 	2102 NORTH JACKSON	 	 	 	 	 	TULLAHOMA	 	TN	 	 	37388-2208	 
	5377
	 	1129 HWY 231 S	 	 	 	 	 	TROY	 	AL	 	 	36081-3001	 
	5378
	 	TARGET SHOPPING CENTER	 	13251 MONTFORT DRIVE	 	 	 	DALLAS	 	TX	 	 	75240-5114	 
	5379
	 	WESTPARK TOWNE PLAZA	 	411 N MILWAUKEE #B2	 	 	 	BOISE	 	ID	 	 	83704-9140	 
	5380
	 	2713 HWY 281 NORTH	 	 	 	 	 	MARBLE FALLS	 	TX	 	 	78654-3809	 
	5381
	 	JEFFERSON CROSSING	 	114 FLOWING SPRINGS RD	 	 	 	CHARLES TOWN	 	WV	 	 	25414-3908	 
	5382
	 	2554 E HWY 76	 	 	 	 	 	MARION	 	SC	 	 	29571-6348	 
	5384
	 	METRO 580	 	4515 ROSEWOOD DR	 	SUITE 100	 	PLEASANTON	 	CA	 	 	94588-3081	 
	5386
	 	TROPICAIRE SHOPPING CENTER	 	7815 SW 40TH STREET	 	 	 	MIAMI	 	FL	 	 	33155-3548	 
	5387
	 	MIDDLESEX MALL	 	6851 HADLEY ROAD	 	 	 	SOUTH PLAINFIELD	 	NJ	 	 	07080-1121	 
	5389
	 	MARKETPLACE @ BRENTWOOD	 	79 WICKS ROAD	 	 	 	BRENTWOOD	 	NY	 	 	11717-3523	 
	5390
	 	10580 N. MCCARRAN #112	 	 	 	 	 	RENO	 	NV	 	 	89523-0000	 
	5391
	 	WEBSTER SQUARE	 	68 STAFFORD STREET	 	 	 	WORCESTER	 	MA	 	 	01603-1450	 
	5392
	 	CROSSROADS SHOPPING PLAZA	 	387 TARRYTOWN ROAD	 	 	 	WHITE PLAINS	 	NY	 	 	10607-1423	 
	5398
	 	WEST TOWNE SHOPPING CENTER	 	85 F STONEBROOK PLACE	 	 	 	JACKSON	 	TN	 	 	38305-3653	 
	5400
	 	WATERFORD SHOPPING CENTER	 	551 W CAPITOL EXPWY	 	 	 	SAN JOSE	 	CA	 	 	95136-3914	 
	5401
	 	901 SOUTH COAST DRIVE STE K109	 	 	 	 	 	COSTA MESA	 	CA	 	 	92626-1747	 
	5402
	 	CHEYENNE MOUNTAIN CENTER N-2	 	1670 E. CHEYENNE MTN. BLVD.	 	 	 	COLORADO SPRINGS	 	CO	 	 	80906-4035	 
	5404
	 	BARTOW MARKETPLACE	 	205 MARKETPLACE BLVD	 	 	 	CARTERSVILLE	 	GA	 	 	30121-2235	 
	5405
	 	3302 N BUCKNER BLVD STE 100	 	 	 	 	 	DALLAS	 	TX	 	 	75228-5600	 
	5406
	 	DOUGLAS CROSSING	 	1664 MINERAL SPRING AVENUE	 	 	 	NORTH PROVIDENCE	 	RI	 	 	02904-4002	 
	5407
	 	6351 I-55 NORTH #105	 	 	 	 	 	JACKSON	 	MS	 	 	39213-9742	 
	5408
	 	MISSION HILLS PLAZA	 	10334 SEPULVEDA BLVD	 	 	 	MISSION HILLS	 	CA	 	 	91345-2422	 
	5409
	 	131 BIG ELK MALL S/C	 	 	 	 	 	ELKTON	 	MD	 	 	21921-5912	 
	5413
	 	NORTH PARK VILLAGE S/C	 	109 NORTH PARK DRIVE	 	 	 	MONTICELLO	 	AR	 	 	71655-3952	 
	5414
	 	17010 COLLINS AVENUE	 	 	 	 	 	SUNNY ISLES BEACH	 	FL	 	 	33160-3642	 
	5415
	 	OZARK MALL OUTLOT	 	808 HWY 65 NORTH	 	 	 	HARRISON	 	AR	 	 	72601-2151	 
	5417
	 	AMBASSADOR SHOPPING CENTER	 	312 SCHILLINGER RD S	 	SUITE J-K	 	MOBILE	 	AL	 	 	36608-5032	 






96









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5419
	 	283 COTTAGE GROVE ROAD	 	 	 	 	 	BLOOMFIELD	 	CT	 	 	06002-3117	 
	5421
	 	SILVER POINTE S/C	 	17175 SILVER PKWY.	 	 	 	FENTON	 	MI	 	 	48430-3426	 
	5422
	 	TOWN PLAZA SC	 	1784 SOUTH 5TH	 	 	 	LEESVILLE	 	LA	 	 	71446-5306	 
	5423
	 	5514 MAIN ST	 	SUITE 4	 	 	 	ZACHARY	 	LA	 	 	70791-4022	 
	5424
	 	301 CONSTITUTION DR	 	SUITE 300	 	 	 	COPPERAS COVE	 	TX	 	 	76522-2658	 
	5425
	 	NORTH CASS CENTER	 	1825 E NORTH AVENUE	 	 	 	BELTON	 	MO	 	 	64012-2128	 
	5426
	 	KERMAN SHOPPING CENTER	 	15136 WEST WHITESBRIDGE	 	 	 	KERMAN	 	CA	 	 	93630-1019	 
	5427
	 	CALDOR SHOPPING CENTER	 	700 EAST HUNTING PARK AVENUE	 	 	 	PHILADELPHIA	 	PA	 	 	19124-4827	 
	5428
	 	1265 W MAIN STREET #101	 	 	 	 	 	MESA	 	AZ	 	 	85201-7000	 
	5429
	 	SOUTHPARK CENTER	 	500 SOUTHPARK CENTER #AU700	 	 	 	STRONGSVILLE	 	OH	 	 	44136-9320	 
	5430
	 	6600 INTERNATIONAL DRIVE	 	 	 	 	 	ORLANDO	 	FL	 	 	32819-8220	 
	5432
	 	VALENCIA MARKETPLACE	 	25590 THE OLD ROAD	 	 	 	STEVENSON RANCH	 	CA	 	 	91381-1705	 
	5433
	 	UNION SQUARE SC	 	2511 W STATE STREET	 	 	 	NEW CASTLE	 	PA	 	 	16101-1036	 
	5434
	 	20811 SR 410 E	 	 	 	 	 	BONNEY LAKE	 	WA	 	 	98390-6301	 
	5435
	 	1895 W WILLIAMS ROAD	 	 	 	 	 	FALLON	 	NV	 	 	89406-2647	 
	5437
	 	UNIVERSITY PLAZA	 	11 UNIVERSITY PLAZA	 	 	 	NEWARK	 	DE	 	 	19702-1549	 
	5439
	 	BURLINGTON SHOPPING CENTER	 	2500 CENTRAL PARK AVE	 	 	 	YONKERS	 	NY	 	 	10710-1133	 
	5441
	 	NORTHGATE PLAZA	 	339 SQUIRE RD	 	UNIT 148	 	REVERE	 	MA	 	 	02151-4309	 
	5442
	 	85 WHITEHORSE PIKE	 	 	 	 	 	HAMMONTON	 	NJ	 	 	08037-1872	 
	5443
	 	762 ROOSEVELT AVE	 	 	 	 	 	CARTERET	 	NJ	 	 	07008-2308	 
	5444
	 	LAGUNA HILLS SHOPPING CENTER	 	24422 ROCKFIELD BLVD.	 	 	 	LAKE FOREST	 	CA	 	 	92630-4771	 
	5445
	 	BALDEN TOWNE PLAZA	 	620 VENTURA STREET	 	 	 	FILLMORE	 	CA	 	 	93015-1925	 
	5446
	 	ROLLING ACRES PLAZA AT THE VILLAGES	 	664 N US HIGHWAY 441	 	 	 	LADY LAKE	 	FL	 	 	32159-3777	 
	5449
	 	304 EAST MICHIGAN STREET	 	 	 	 	 	ORLANDO	 	FL	 	 	32806-0000	 
	5450
	 	8166 W OVERLAND RD	 	 	 	BLDG 3	 	BOISE	 	ID	 	 	83709-1635	 
	5451
	 	303 91ST AVENUE NE	 	SPACE G702	 	 	 	LAKE STEVENS	 	WA	 	 	98258-1539	 
	5452
	 	WEST OAKS MALL	 	9401 W COLONIAL DR	 	SUITE 404	 	OCOEE	 	FL	 	 	34761-6810	 
	5453
	 	TARGET CENTER	 	15329 PALMDALE RD	 	SUITE B AND C	 	VICTORVILLE	 	CA	 	 	92392-2460	 
	5454
	 	635 S CLINTON ST #210	 	 	 	 	 	TRENTON	 	NJ	 	 	08611-1831	 
	5455
	 	GOOD HOPE MARKETPLACE SC	 	2855 ALABAMA AVENUE S.E. #H	 	 	 	WASHINGTON	 	DC	 	 	20020-3000	 
	5456
	 	2425 CLEANLEIGH DRIVE	 	 	 	 	 	BALTIMORE	 	MD	 	 	21234-6808	 
	5458
	 	ENCINITAS RANCH TOWN CENTER	 	1006 N CAMINO REAL	 	SUITE A	 	ENCINITAS	 	CA	 	 	92024-1321	 
	5459
	 	5960 20TH STREET	 	 	 	 	 	VERO BEACH	 	FL	 	 	32966-1019	 
	5460
	 	DIMOND CENTER	 	800 E DIMOND BLVD	 	SUITE 155	 	ANCHORAGE	 	AK	 	 	99515-2053	 
	5461
	 	SEARS MALL	 	600 E NORTHERN LIGHTS #157	 	 	 	ANCHORAGE	 	AK	 	 	99503-4134	 
	5462
	 	5TH AVENUE MALL	 	320 W 5TH AVENUE SUITE 200	 	 	 	ANCHORAGE	 	AK	 	 	99501-2349	 






97









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5463
	 	1301 S SEWARD MERIDIAN HWY	 	UNIT E	 	SUITE C14	 	WASILLA	 	AK	 	 	99654-0000	 
	5467
	 	30052 GRAND RIVER	 	GRAND RIVER/TUCK ROAD	 	 	 	FARMINGTON HILLS	 	MI	 	 	48336-4722	 
	5468
	 	SARASOTA TOWNE CENTER	 	5394 FRUITVILLE RD	 	 	 	SARASOTA	 	FL	 	 	34232-6401	 
	5469
	 	CARDINAL POINT SC	 	1901 CORNHUSKER DR	 	SUITE 110	 	SOUTH SIOUX CITY	 	NE	 	 	68776-0000	 
	5470
	 	LAGUNA HILLS MALL	 	24155 LAGUNA HILLS MALL #1535	 	 	 	LAGUNA HILLS	 	CA	 	 	92653-3640	 
	5471
	 	NORTH SHORE SQUARE MALL	 	150 NORTH SHORE BLVD	 	 	 	SLIDELL	 	LA	 	 	70460-6809	 
	5472
	 	LAKEWOOD PLAZA	 	1533 COMMERCIAL WAY	 	 	 	SPRING HILL	 	FL	 	 	34606-0000	 
	5474
	 	LODEN CENTER	 	688 HIGHWAY 6 EAST	 	 	 	BATESVILLE	 	MS	 	 	38606-3004	 
	5475
	 	KISSIMMEE COMMONS SHOPPING CENTER	 	4386 W VINE ST	 	 	 	KISSIMMEE	 	FL	 	 	34746-0000	 
	5476
	 	734 NORTHSIDE DRIVE EAST	 	 	 	 	 	STATESBORO	 	GA	 	 	30458-4766	 
	5478
	 	COPPER TREE SHOPPING PLAZA	 	350 RAMAPO VALLEY ROAD	 	 	 	OAKLAND	 	NJ	 	 	07436-2712	 
	5479
	 	SOUNDVIEW MARKETPLACE	 	23 SOUNDVIEW MARKETPLACE	 	 	 	PORT WASHINGTON	 	NY	 	 	11050-2221	 
	5481
	 	EDGEWATER COMMONS	 	449 RIVER ROAD SUITE K2	 	 	 	EDGEWATER	 	NJ	 	 	07020-1145	 
	5482
	 	SOLOMON POND MALL	 	601 DONALD LYNCH BLVD	 	 	 	MARLBOROUGH	 	MA	 	 	01752-4730	 
	5483
	 	FRANKLIN SHOPPING PLAZA	 	100 FRANKLIN STREET UNIT D	 	 	 	WESTERLY	 	RI	 	 	02891-3152	 
	5484
	 	ENGLEWOOD TOWN CENTER	 	697 W HAMPDEN AVE	 	SUITE C	 	ENGLEWOOD	 	CO	 	 	80110-2123	 
	5485
	 	5400 S 56TH ST	 	SUITE 15B	 	 	 	LINCOLN	 	NE	 	 	68516-1889	 
	5486
	 	1340 E STATE HWY 377	 	 	 	 	 	GRANBURY	 	TX	 	 	76048-2548	 
	5487
	 	42171 BIG BEAR BLVD	 	 	 	PO BOX 7045	 	BIG BEAR LAKE	 	CA	 	 	92315-7045	 
	5488
	 	TANASBOURNE TOWN CENTER NORTH	 	18021 NW EVERGREEN PARKWAY	 	BUILDING E SPACE S	 	BEAVERTON	 	OR	 	 	97006-7452	 
	5490
	 	SANTA MONICA PLACE	 	314 SANTA MONICA PLACE	 	 	 	SANTA MONICA	 	CA	 	 	90401-3411	 
	5492
	 	RAG SHOP DISCOUNT CENTER	 	111 WAGARAW ROAD	 	 	 	HAWTHORNE	 	NJ	 	 	07506-2720	 
	5494
	 	7412 KINGSTON PIKE	 	 	 	 	 	KNOXVILLE	 	TN	 	 	37919-5609	 
	5495
	 	CARSON VALLEY FAIR S/C	 	1329 HIGHWAY 395	 	 	 	GARDNERVILLE	 	NV	 	 	89410-5391	 
	5496
	 	330-U OREGON AVENUE	 	 	 	 	 	PHILADELPHIA	 	PA	 	 	19148-4723	 
	5497
	 	SEMINOLE TOWNE CENTER	 	210 TOWN CENTER CIRCLE	 	SPACE K-3	 	SANFORD	 	FL	 	 	32771-7409	 
	5500
	 	490-B HWY 71 W	 	 	 	 	 	BASTROP	 	TX	 	 	78602-3731	 
	5501
	 	ROSEMONT S/C	 	9169 KIEFER BLVD	 	 	 	SACRAMENTO	 	CA	 	 	95826-5105	 
	5502
	 	WESTSIDE SHOPPING CENTER	 	2320 ASHTON STREET	 	 	 	BALTIMORE	 	MD	 	 	21223-2818	 
	5503
	 	STADIUM PLAZA	 	10 MAIN STREET	 	 	 	TEWKSBURY	 	MA	 	 	01876-1660	 
	5504
	 	KONA COAST SHOPPING CENTER	 	74-5588 PALANI ROAD	 	SUITE G	 	KAILUA KONA	 	HI	 	 	96740-3120	 
	5507
	 	CRUZ ALTA PLAZA	 	710 PASEO DEL PUEBLO	 	 	 	TAOS	 	NM	 	 	87571-6061	 
	5508
	 	FOUR SEASONS TOWN CENTRE	 	328 FOUR SEASONS TOWN CENTRE	 	 	 	GREENSBORO	 	NC	 	 	27407-4758	 
	5509
	 	GILBERT GATEWAY TOWNE CENTER	 	5052 S POWER ROAD	 	SUITE 103	 	MESA	 	AZ	 	 	85212-5005	 
	5510
	 	INDEPENDENCE MALL	 	3500 OLEANDER DRIVE	 	 	 	WILMINGTON	 	NC	 	 	28403-0811	 
	5512
	 	BRIDGEHAMPTON COMMONS	 	2024 MONTAUK HWY	 	PO BOX 1337	 	BRIDGEHAMPTON	 	NY	 	 	11932-1337	 






98









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5513
	 	PALM VALLEY PLAZA SHOPPING CENTER	 	4500 E PALM VALLEY BLVD	 	SUITE A126	 	ROUND ROCK	 	TX	 	 	78664-0000	 
	5514
	 	479 MAIN STREET	 	 	 	 	 	NEW ROCHELLE	 	NY	 	 	10801-6303	 
	5515
	 	WEST PLAZA	 	700-79 BROADWAY	 	 	 	WESTWOOD	 	NJ	 	 	07675-1674	 
	5516
	 	DILLONVALE S/C	 	4066 EAST GALBRAITH	 	 	 	CINCINNATI	 	OH	 	 	45236-2324	 
	5517
	 	MACOMB MALL	 	32401 GRATIOT	 	SPACE 360	 	ROSEVILLE	 	MI	 	 	48066-1135	 
	5518
	 	MARKETPLACE MALL	 	771 MIRACLE MILE DR	 	 	 	ROCHESTER	 	NY	 	 	14623-5856	 
	5519
	 	MUIR STATION	 	546 CENTER AVENUE	 	 	 	MARTINEZ	 	CA	 	 	94553-4600	 
	5521
	 	WAUSAU CENTER MALL	 	C304 WAUSAU CENTER	 	SPACE C-304	 	WAUSAU	 	WI	 	 	54403-5507	 
	5522
	 	9300 SOUTH I-35	 	SUITE A-300	 	 	 	AUSTIN	 	TX	 	 	78748-0000	 
	5523
	 	53 LAKEWOOD DRIVE	 	 	 	 	 	HATTIESBURG	 	MS	 	 	39402-6109	 
	5524
	 	THE ARBORETUM S/C	 	3407 PINEVILLE MATHEWS STE 600	 	 	 	CHARLOTTE	 	NC	 	 	28226-9305	 
	5526
	 	LONG GATE CENTER	 	4350 MONTGOMERY ROAD	 	 	 	ELLICOTT CITY	 	MD	 	 	21043-6099	 
	5527
	 	WAKEFIELD MALL	 	160 OLD TOWER ROAD	 	SUITE 10	 	WAKEFIELD	 	RI	 	 	02879-3731	 
	5528
	 	STEGERTOWN CROSSING	 	824 STEGER TOWN DR	 	 	 	ROCKWALL	 	TX	 	 	75087-0000	 
	5529
	 	348 S COLLEGE RD	 	 	 	 	 	WILMINGTON	 	NC	 	 	28403-1632	 
	5530
	 	5900 SOUTH ORANGE BLOSSOM TRAIL	 	 	 	 	 	ORLANDO	 	FL	 	 	32809-4606	 
	5534
	 	BENTLEY MALL	 	32 COLLEGE ROAD	 	SUITE 2	 	FAIRBANKS	 	AK	 	 	99701-1701	 
	5535
	 	NUGGET MALL	 	8745 GLACIER HWY	 	SPACE 165	 	JUNEAU	 	AK	 	 	99801-8000	 
	5536
	 	3554 BROADWAY	 	 	 	 	 	NEW YORK	 	NY	 	 	10031-3202	 
	5537
	 	2331 SOUTH TOWNSEND AVE	 	 	 	 	 	MONTROSE	 	CO	 	 	81401-5438	 
	5538
	 	NORTHWAY MALL	 	3101 PENLAND PARKWAY	 	SPACE G10	 	ANCHORAGE	 	AK	 	 	99508-1955	 
	5539
	 	COASTLAND CENTER	 	1740 TAMAIMI TRAIL N	 	SPACE C2	 	NAPLES	 	FL	 	 	34102-5200	 
	5541
	 	COTTONWOOD MALL	 	10000 COORS BYP NW	 	SUITE E203	 	ALBUQUERQUE	 	NM	 	 	87114-4062	 
	5542
	 	6532 LAKEWORTH BLVD	 	 	 	 	 	LAKE WORTH	 	TX	 	 	76135-3002	 
	5543
	 	HUNTINGTON VILLAGE	 	12675 BISSONNET	 	SPACE 20 AND 21	 	HOUSTON	 	TX	 	 	77099-1331	 
	5544
	 	FLOWER SHOPPING CENTER	 	27 FLOWER SHOPPING CENTER	 	 	 	FLORISSANT	 	MO	 	 	63033-1644	 
	5545
	 	LIVINGSTON MALL	 	112 EISENHOWER PARKWAY	 	SPACE 1002	 	LIVINGSTON	 	NJ	 	 	07039-4995	 
	5546
	 	DARINOR PLAZA	 	500 CONNECTICUT AVENUE	 	 	 	NORWALK	 	CT	 	 	06854-1721	 
	5547
	 	2220 WRANGLEBORO ROAD	 	 	 	 	 	MAYS LANDING	 	NJ	 	 	08330-3396	 
	5548
	 	BERLIN MALL	 	282 BERLIN MALL RD	 	UNIT 3	 	BERLIN	 	VT	 	 	05602-9164	 
	5555
	 	BONITA LAKES MALL	 	1290 BONITA LAKE CIRCLE	 	 	 	MERIDIAN	 	MS	 	 	39301-6963	 
	5556
	 	NORTH MESA PLAZA	 	1631 W CRAIG RD	 	UNIT 14	 	NORTH LAS VEGAS	 	NV	 	 	89032-0227	 
	5558
	 	NORTH COUNTY SQUARE	 	1841 UNIVERSITY DRIVE	 	#110	 	VISTA	 	CA	 	 	92083-7793	 
	5562
	 	WESTWOOD PLAZA	 	9675 BISSONNET STREET	 	 	 	HOUSTON	 	TX	 	 	77036-8005	 
	5563
	 	LEBANON PLAZA	 	2562 S SANTIAM HIGHWAY	 	 	 	LEBANON	 	OR	 	 	97355-3052	 
	5564
	 	RIVERTON SHOPPING CENTER	 	1817 W 12600 S	 	 	 	RIVERTON	 	UT	 	 	84065-4393	 






99









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5565
	 	FRAN HILL S/C	 	204-13 HILLSIDE	 	 	 	HOLLIS	 	NY	 	 	11423-2213	 
	5566
	 	CLOCKTOWER PLAZA	 	1C CLOCKTOWER PLAZA	 	 	 	ELGIN	 	IL	 	 	60120-6918	 
	5567
	 	ARIZONA MILLS	 	5000 ARIZONA MILLS CIRCLE	 	SPACE 697	 	TEMPE	 	AZ	 	 	85283-0000	 
	5568
	 	7622 N BLACKSTONE	 	 	 	 	 	FRESNO	 	CA	 	 	93720-4300	 
	5569
	 	HAYWOOD MALL	 	700 HAYWOOD RD #1067	 	 	 	GREENVILLE	 	SC	 	 	29607-2781	 
	5570
	 	MONTGOMERY MALL	 	7101 DEMOCRACY BLVD	 	SPACE 2226	 	BETHESDA	 	MD	 	 	20817-1052	 
	5572
	 	CHERRY PLAZA	 	108 EAST FAIRVIEW AVE	 	 	 	MERIDIAN	 	ID	 	 	83642-1733	 
	5573
	 	WENDOVER PLACE S/C	 	1216 W BRIDFORD PARKWAY	 	 	 	GREENSBORO	 	NC	 	 	27407-2698	 
	5574
	 	SOUTH SHORE MALL	 	250 GRANITE	 	SPACE 2025	 	BRAINTREE	 	MA	 	 	02184-2804	 
	5577
	 	SHOPS AT WILLOW LAWN	 	4925 W BROAD ST	 	SPACE 401	 	RICHMOND	 	VA	 	 	23230-3116	 
	5578
	 	PARK FAIR MALL	 	100 E EUCLID	 	 	 	DES MOINES	 	IA	 	 	50313-4511	 
	5579
	 	BOCA CHICA PLACE	 	2952 BOCA CHICA ROAD	 	 	 	BROWNSVILLE	 	TX	 	 	78521-3543	 
	5581
	 	AUGUSTA EXCHANGE	 	215 ROBERT C DANIEL PARKWAY	 	 	 	AUGUSTA	 	GA	 	 	30909-0800	 
	5582
	 	PRINCESS ANNE MARKETPLACE	 	2052-008 S INDEPENDENCE BLVD	 	 	 	VIRGINIA BEACH	 	VA	 	 	23456-4775	 
	5583
	 	COASTAL CENTRE	 	1610 CHURCH STREET	 	 	 	CONWAY	 	SC	 	 	29527-0000	 
	5584
	 	LAKE MANAWA POWER CENTER	 	3134 MANAWA CENTRE DR	 	SUITE 1	 	COUNCIL BLUFFS	 	IA	 	 	51501-7690	 
	5586
	 	2030 CALIFORNIA AVE	 	SUITE B	 	 	 	SAND CITY	 	CA	 	 	93955-3150	 
	5588
	 	BRASS MILL CENTER	 	495 UNION ST	 	SUITE 1160	 	WATERBURY	 	CT	 	 	06706-3200	 
	5589
	 	PENINSULA CENTER MALL	 	44332 STERLING HWY	 	STE 16	 	SOLDOTNA	 	AK	 	 	99669-8000	 
	5590
	 	THE SHOPPES AT TWO RIVERS PLAZA	 	1196 W BOUGHTON	 	SPACE A5	 	BOLINGBROOK	 	IL	 	 	60440-6567	 
	5592
	 	TARGET SC	 	850 CHANCELLOR PARK DR	 	 	 	CHARLOTTE	 	NC	 	 	28213-8231	 
	5593
	 	GRAPEVINE MILLS	 	3000 GRAPEVINE MILLS PKWY	 	SPACE 414	 	GRAPEVINE	 	TX	 	 	76051-2008	 
	5594
	 	2507 BROADWAY	 	 	 	 	 	NEW YORK	 	NY	 	 	10025-6934	 
	5596
	 	LUMBERTON PLAZA	 	1636-14 ROUTE 38	 	 	 	MOUNT HOLLY	 	NJ	 	 	08060-2987	 
	5597
	 	RISING SUN PLAZA	 	5675 RISING SUN AVE	 	 	 	PHILADELPHIA	 	PA	 	 	19120-1625	 
	5598
	 	DEER VALLEY MALL	 	2811 W AQUA FRIA FREEWAY	 	SUITE 2	 	PHOENIX	 	AZ	 	 	85027-3967	 
	5601
	 	STEELYARD COMMONS	 	3497 STEELYARD DRIVE	 	 	 	CLEVELAND	 	OH	 	 	44109-0000	 
	5602
	 	SHOPS AT GRAND AVE	 	7425 GRAND AVE	 	 	 	ELMHURST	 	NY	 	 	11373-4179	 
	5603
	 	PALISADES CENTER	 	3322 PALISADES CENTER DRIVE	 	 	 	WEST NYACK	 	NY	 	 	10994-6603	 
	5604
	 	MENLO PARK SC	 	1223 ST MARY’S RD	 	SPACE 1223	 	TUCSON	 	AZ	 	 	85745-3115	 
	5605
	 	WESTWOOD MALL	 	1836 W MICHIGAN AVE	 	SPACE 836	 	JACKSON	 	MI	 	 	49202-4007	 
	5606
	 	HAMBURG PAVILION	 	2160 SIR BARTON WAY	 	SPACE 139	 	LEXINGTON	 	KY	 	 	40509-2228	 
	5607
	 	VILLAGE COMMONS SC	 	1400 VILLAGE SQUARE BLVD	 	SUITE 4	 	TALLAHASSEE	 	FL	 	 	32312-1231	 
	5609
	 	ROCKVALE SQUARE	 	35 S WILLOWDALE DR	 	SUITE 805	 	LANCASTER	 	PA	 	 	17602-1479	 
	5610
	 	ACME PLAZA	 	11 COURTHOUS SOUTH DENNIS RD	 	SUITE 6	 	CAPE MAY COURT HOUSE	 	NJ	 	 	08210-2150	 
	5613
	 	LAKESIDE MALL	 	14600 LAKESIDE CIRCLE	 	SPACE H101	 	STERLING HEIGHTS	 	MI	 	 	48313-1356	 






100









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5614
	 	2410 LAPORTE AVE	 	SPACE 130	 	 	 	VALPARAISO	 	IN	 	 	46383-6914	 
	5615
	 	WESTSIDE PAVILION	 	10850 W PICO BLVD	 	SPACE 211	 	LOS ANGELES	 	CA	 	 	90064-2131	 
	5617
	 	NORTHGATE MALL	 	401 NE NORTHGATE WAY	 	SPACE 308	 	SEATTLE	 	WA	 	 	98125-8513	 
	5618
	 	GREAT MALL OF THE GREAT PLAINS	 	20159 W 151ST	 	SPACE 159	 	OLATHE	 	KS	 	 	66061-7230	 
	5619
	 	SPOKANE VALLEY MALL	 	14700 E INDIANA	 	SPACE 2156	 	SPOKANE	 	WA	 	 	99216-1839	 
	5620
	 	SPRINGHURST TOWN CENTER	 	10621 FISHER PARK DR	 	 	 	LOUISVILLE	 	KY	 	 	40241-4138	 
	5621
	 	OVIEDO MARKETPLACE	 	1430 OVIEDO MARKETPLACE BLVD	 	 	 	OVIEDO	 	FL	 	 	32765-7475	 
	5625
	 	7601 LAGUNA BLVD #140	 	 	 	 	 	ELK GROVE	 	CA	 	 	95758-5065	 
	5626
	 	DAYTON MALL	 	2700 CENTERVILLE RD	 	 	 	DAYTON	 	OH	 	 	45459-3738	 
	5627
	 	DANADA SQUARE WEST	 	86 DANADA SQUARE	 	SPACE A25	 	WHEATON	 	IL	 	 	60187-1000	 
	5629
	 	CORAL RIDGE MALL	 	1451 CORAL RIDGE AVE	 	SPACE 302	 	CORALVILLE	 	IA	 	 	52241-0000	 
	5630
	 	MAINSTREET SQUARE	 	2936 FINLEY RD	 	 	 	DOWNERS GROVE	 	IL	 	 	60515-1042	 
	5631
	 	WEST VALLEY MARKETPLACE	 	1091 MILLCREEK RD.	 	 	 	ALLENTOWN	 	PA	 	 	18106-9157	 
	5633
	 	EASTERN BELTWAY CENTER	 	2220 E SERENE AVE	 	 	 	LAS VEGAS	 	NV	 	 	89123-4818	 
	5634
	 	BRECKENRIDGE SHOPPING CENTER	 	12550 JEFFERSON DAVIS HWY	 	 	 	CHESTER	 	VA	 	 	23831-5317	 
	5635
	 	BROOKFIELD SQUARE MALL	 	95 NORTH MOORLAND RD A7	 	 	 	BROOKFIELD	 	WI	 	 	53005-6021	 
	5636
	 	NATOMAS MARKETPLACE	 	3651 TRUXEL RD	 	SUITE 7	 	SACRAMENTO	 	CA	 	 	95834-3607	 
	5638
	 	FRANKLIN SQUARE PHASE III	 	3660E FRANKLIN BLVD	 	 	 	GASTONIA	 	NC	 	 	28056-9273	 
	5639
	 	HUNTERS CREEK SC	 	2105 TOWN CENTER BLVD	 	 	 	ORLANDO	 	FL	 	 	32837-6801	 
	5641
	 	TOWN FAIR CENTER	 	1941 S HURSTBORUNE PARKWAY	 	 	 	LOUISVILLE	 	KY	 	 	40220-1645	 
	5646
	 	EASTLAND MALL	 	800 N GREEN RIVER RD	 	SPACE 224	 	EVANSVILLE	 	IN	 	 	47715-2471	 
	5648
	 	WALMART SHOPPING CENTER	 	8350 HWY 64	 	 	 	BARTLETT	 	TN	 	 	38133-4112	 
	5649
	 	LAWNDALE PLAZA	 	3248 W ROOSEVELT RD	 	 	 	CHICAGO	 	IL	 	 	60624-4332	 
	5650
	 	THE PROMENDALE MALL	 	40820 WINCHESTER RD	 	SPACE 2220	 	TEMECULA	 	CA	 	 	92591-5525	 
	5651
	 	EAGLE RIDGE MALL	 	753 EAGLE RIDGE DR	 	SPACE 320	 	LAKE WALES	 	FL	 	 	33853-4740	 
	5652
	 	FAIR CITY MALL	 	9662 MAIN STREET	 	 	 	FAIRFAX	 	VA	 	 	22031-3737	 
	5653
	 	2005 MT ZION RD	 	 	 	 	 	MORROW	 	GA	 	 	30260-3313	 
	5654
	 	WESTFORK PLAZA	 	15819 PINES BLVD	 	BAY 1	 	PEMBROKE PINES	 	FL	 	 	33027-1203	 
	5655
	 	PHEASANT LANE MALL	 	310 DANIEL WEBSTER HWY	 	SPACE W-101	 	NASHUA	 	NH	 	 	03060-5730	 
	5657
	 	PEEBLES-FESTIVAL SHOPPING CENTER	 	1275 YORK RD	 	 	 	GETTYSBURG	 	PA	 	 	17325-7565	 
	5659
	 	FIRST COLONY MALL	 	16535 SW FREEWAY	 	SUITE 130	 	SUGAR LAND	 	TX	 	 	77479-2334	 
	5660
	 	RIVERSTONE SHOPPING CENTER	 	1437 RIVERSTONE PKWY	 	SPACE 110	 	CANTON	 	GA	 	 	30114-5623	 
	5663
	 	WOODFIELD MALL	 	5 WOODFIELD MALL SUITE F101	 	 	 	SCHAUMBURG	 	IL	 	 	60173-5017	 
	5664
	 	RIVERVIEW WEST MARKETPLACE	 	701 S HARBOR BLVD	 	 	 	SANTA ANA	 	CA	 	 	92704-2348	 
	5665
	 	MURPHY’S CORNER SHOPPING CENTER	 	1523 132ND STREET SE	 	SUITE A	 	EVERETT	 	WA	 	 	98208-7200	 
	5667
	 	TRIANGLE TOWN CENTER	 	5959 TRIANGLE TOWN CETNER BLVD	 	SUITE AL 1004	 	RALEIGH	 	NC	 	 	27616-3268	 






101









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5669
	 	2611 PARK WAY	 	 	 	 	 	PIGEON FORGE	 	TN	 	 	37863-3213	 
	5670
	 	415 BROADWAY	 	 	 	 	 	NEW YORK	 	NY	 	 	10013-3702	 
	5671
	 	42-39 BELL BLVD	 	 	 	 	 	BAYSIDE	 	NY	 	 	11361-2863	 
	5672
	 	10719 71ST AVE	 	 	 	 	 	FOREST HILLS	 	NY	 	 	11375-4724	 
	5673
	 	SAND LAKE CORNERS	 	8149 S JOHN YOUNG PARKWAY	 	SPACE A-5	 	ORLANDO	 	FL	 	 	32819-9021	 
	5674
	 	PLAZA AT LANDMARK	 	6208 LITTLE RIVER TURNPIKE	 	SPACE 6208	 	ALEXANDRIA	 	VA	 	 	22312-1714	 
	5675
	 	LAKEFOREST MALL	 	701 RUSSELL AVE	 	SPACE F221	 	GAITHERSBURG	 	MD	 	 	20877-2631	 
	5676
	 	FAIR OAKS MALL	 	11796 LEE JACKSON MEMORIAL HWY	 	SPACE 101 AND 102	 	FAIRFAX	 	VA	 	 	22033-3311	 
	5677
	 	ROUNDTREE PLACE	 	2539 ELLSWORTH RD	 	 	 	YPSILANTI	 	MI	 	 	48197-5619	 
	5678
	 	WINDMILL LAKES SHOPPING CENTER	 	31 N RANDALL RD	 	 	 	BATAVIA	 	IL	 	 	60510-9208	 
	5679
	 	SUMMIT SHOPPING CENTER	 	920 E BESSEMER	 	 	 	GREENSBORO	 	NC	 	 	27405-7002	 
	5680
	 	STOCKBRIDGE CORNERS	 	5500 N HENRY BLVD	 	 	 	STOCKBRIDGE	 	GA	 	 	30281-3249	 
	5682
	 	HAWTHORN CENTER	 	229 HAWTHORN CENTER	 	SPACE LF14	 	VERNON HILLS	 	IL	 	 	60061-1503	 
	5683
	 	COUNTRY CORNERS	 	230 N VIRGINIA ST	 	 	 	CRYSTAL LAKE	 	IL	 	 	60014-7245	 
	5684
	 	GREAT LAKES CROSSING	 	4138 BALDWIN RD	 	SPACE 413	 	AUBURN HILLS	 	MI	 	 	48326-1223	 
	5685
	 	DULLES TOWN CENTER	 	21100 DULLES TOWN CIRCLE	 	SUITE 102	 	DULLES	 	VA	 	 	20166-2438	 
	5686
	 	AUBURN MALL	 	385 SOUTHBRIDGE ST	 	SPACE S200	 	AUBURN	 	MA	 	 	01501-2498	 
	5687
	 	PROVO TOWNE CENTRE	 	1200 TOWNE CENTRE BLVD	 	SPACE 2012	 	PROVO	 	UT	 	 	84601-5947	 
	5688
	 	RALEY'S GOLD COUNTRY	 	777-1 S HWY 49	 	 	 	JACKSON	 	CA	 	 	95642-2621	 
	5689
	 	4732 DEVINE ST	 	 	 	 	 	COLUMBIA	 	SC	 	 	29209-1001	 
	5693
	 	ARBOR PARK	 	17700 HWY 281 N	 	SPACE 702	 	SAN ANTONIO	 	TX	 	 	78232-1404	 
	5694
	 	HOWE BOUT ARDEN SHOPPING CENTER	 	2100 ARDEN WAY	 	SPACE 165	 	SACRAMENTO	 	CA	 	 	95825-2216	 
	5695
	 	MONTEREY PLAZA	 	5516 MONTEREY RD	 	 	 	SAN JOSE	 	CA	 	 	95138-1529	 
	5696
	 	PATHMARK PLAZA	 	13440 SPRINGFIELD BLVD	 	 	 	JAMAICA	 	NY	 	 	11413-1459	 
	5697
	 	NORTHWOODS MARKETPLACE	 	7620 RIVERS AVE	 	SUITE 340	 	NORTH CHARLESTON	 	SC	 	 	29406-5002	 
	5698
	 	4704 SOUTH BLVD	 	 	 	 	 	CHARLOTTE	 	NC	 	 	28217-2100	 
	5700
	 	STONE MOUNTAIN SQUARE	 	5370 US HWY 78	 	SUITE 310	 	STONE MOUNTAIN	 	GA	 	 	30087-3581	 
	5705
	 	KATY MILLS SHOPPING CENTER	 	5000 KATY MILLS CIRCLE	 	SUITE 542	 	KATY	 	TX	 	 	77494-4402	 
	5706
	 	COLISEUM CROSSING	 	57 COLISEUM CROSSING	 	 	 	HAMPTON	 	VA	 	 	23666-5970	 
	5707
	 	CONCORD MILLS	 	8111 CONCORD MILLS BLVD	 	SPACE 414	 	CONCORD	 	NC	 	 	28027-6462	 
	5708
	 	MILL CREEK CROSSING SC	 	1950 BUFORD MILL DR	 	SUITE A-1	 	BUFORD	 	GA	 	 	30518-4904	 
	5710
	 	QUAKER BRIDGE MALL	 	150 QUAKER BRIDGE MALL	 	SPACE B21	 	LAWRENCEVILLE	 	NJ	 	 	08648-1902	 
	5711
	 	MAINE COAST MALL	 	225 HIGH ST	 	SPACE 7	 	ELLSWORTH	 	ME	 	 	04605-1715	 
	5712
	 	MALL OF NEW HAMPSHIRE	 	1500 S WILLOW ST	 	SPACE S103	 	MANCHESTER	 	NH	 	 	03103-3220	 
	5713
	 	CAPE COD MALL	 	793 IYANNOUGH RD	 	SUITE 32	 	HYANNIS	 	MA	 	 	02601-5027	 
	5714
	 	DEDHAM PLAZA	 	703 PROVIDENCE HWY	 	SPACE 18	 	DEDHAM	 	MA	 	 	02026-6832	 






102









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5716
	 	DOLPHIN MALL	 	11401 NW 12TH ST	 	SPACE 342	 	MIAMI	 	FL	 	 	33172-0000	 
	5717
	 	CUMBERLAND MALL	 	1446 CUMBERLAND MALL	 	 	 	ATLANTA	 	GA	 	 	30339-3139	 
	5719
	 	1111 SUMMIT ST	 	 	 	 	 	LAPEER	 	MI	 	 	48446-3904	 
	5720
	 	CENTERVILLE MARKETPLACE	 	312 N MARKETPLACE	 	 	 	CENTERVILLE	 	UT	 	 	84014-1702	 
	5722
	 	MAINPLACE MALL	 	2800 N MAIN ST	 	SPACE 601	 	SANTA ANA	 	CA	 	 	92705-6607	 
	5724
	 	PROVIDENCE PLACE MALL	 	146 PROVIDENCE PLACE	 	 	 	PROVIDENCE	 	RI	 	 	02903-1754	 
	5725
	 	FALMOUTH PLAZA	 	29 DAVIS STRAITS STR	 	 	 	FALMOUTH	 	MA	 	 	02540-3905	 
	5727
	 	MERCHANTS WALK SHOPPING CENTER	 	1293 JOHNSON FERRY RD	 	SPACE 710	 	MARIETTA	 	GA	 	 	30068-2723	 
	5728
	 	BOULEVARD MALL	 	3680 S MARYLAND PKWY	 	SUITE 165	 	LAS VEGAS	 	NV	 	 	89109-3075	 
	5730
	 	CROSS GRAND PLAZA	 	8709 W GRAND RIVER	 	SUITE B	 	BRIGHTON	 	MI	 	 	48116-2923	 
	5731
	 	MARKETPLACE AT NORTHGLENN	 	10620 MELODY DR	 	SPACE B	 	NORTHGLENN	 	CO	 	 	80234-4140	 
	5732
	 	PELICAN SQUARE	 	4575-28 HWY 1	 	 	 	REHOBOTH BEACH	 	DE	 	 	19971-9212	 
	5734
	 	GREENS OF STRONGSVILLE	 	18240 ROYALTON RD	 	 	 	STRONGSVILLE	 	OH	 	 	44136-5181	 
	5735
	 	RIVERTOWN CROSSING	 	3700 RIVERTOWN PARKWAY	 	SPACE 1114	 	GRANDVILLE	 	MI	 	 	49418-3085	 
	5736
	 	1646 W HWY 50	 	 	 	 	 	O FALLON	 	IL	 	 	62269-1621	 
	5737
	 	EASTCHASE MARKET	 	1450 EASTCHASE PKWY	 	SUITE 300	 	FORT WORTH	 	TX	 	 	76120-4429	 
	5738
	 	21503 TOM BALL PKWY	 	 	 	SUITE E	 	HOUSTON	 	TX	 	 	77070-1647	 
	5739
	 	COFER CROSSING SHOPPING CENTER	 	4367 LAWRENCEVILLE HWY	 	SUITE B	 	TUCKER	 	GA	 	 	30084-3719	 
	5741
	 	GATEWAY PLAZA	 	1375 WESTERN BLVD	 	 	 	JACKSONVILLE	 	NC	 	 	28546-6663	 
	5743
	 	RIVERCHASE PROMENADE	 	1711 MONTGOMERY HWY	 	SPACE 2	 	HOOVER	 	AL	 	 	35244-1215	 
	5744
	 	GLENDALE FASHION CENTER	 	215 N GLENDALE AVE	 	BLDG B	 	GLENDALE	 	CA	 	 	91206-4455	 
	5745
	 	FIVE CITIES CENTER	 	1150 W BRANCH ST	 	SPACE B1	 	ARROYO GRANDE	 	CA	 	 	93420-1906	 
	5746
	 	ALLEN CENTRAL MARKET	 	210 CENTRAL EXPRESSWAY SOUTH	 	SPACE 60	 	ALLEN	 	TX	 	 	75013-8005	 
	5747
	 	WATERFORD LAKES TOWN CENTER	 	357 N ALAFAYA TRAIL	 	SUITE B2	 	ORLANDO	 	FL	 	 	32828-7012	 
	5752
	 	COMMERCE CENTER	 	3345 MARTIN LUTHER KING BLVD	 	 	 	NEW BERN	 	NC	 	 	28560-5222	 
	5753
	 	NORTH VILLA PARK COMMON	 	76 E NORTH AVE	 	 	 	VILLA PARK	 	IL	 	 	60181-1244	 
	5754
	 	GARDENA VALLEY CENTER	 	1270 W REDONDO BEACH BLVD	 	 	 	GARDENA	 	CA	 	 	90247-3411	 
	5756
	 	ROOSEVELT FIELD MALL	 	SPACE 505	 	 	 	GARDEN CITY	 	NY	 	 	11530-3467	 
	5757
	 	PARAMUS PARK MALL	 	1355 PARAMUS PARK	 	SPACE 1375	 	PARAMUS	 	NJ	 	 	07652-3532	 
	5758
	 	WEST MOUNT PLAZA	 	804 RTE 46	 	SPACE 8	 	PARSIPPANY	 	NJ	 	 	07054-3488	 
	5759
	 	MARLBORO PLAZA	 	150 RTE 9 NORTH	 	 	 	ENGLISHTOWN	 	NJ	 	 	07726-0000	 
	5760
	 	BAY PLAZA	 	2268 BARTOW AVE	 	 	 	BRONX	 	NY	 	 	10475-4618	 
	5762
	 	MALL OF GEORGIA	 	3333 BUFORD DRIVE	 	SPACE 1001	 	BUFORD	 	GA	 	 	30519-7930	 
	5763
	 	ARBOR PLACE MALL	 	6700 DOUGLAS BLVD	 	SPACE 1020	 	DOUGLASVILLE	 	GA	 	 	30135-1599	 
	5766
	 	SHAWNEE STATION	 	15240 SHAWNEE MISSION PKWY	 	 	 	SHAWNEE	 	KS	 	 	66217-9315	 
	5767
	 	OCOTILLO PLAZA	 	2860 S ALMA SCHOOL	 	UNIT 35	 	CHANDLER	 	AZ	 	 	85248-8118	 






103









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	5768
	 	CRESTWOOD PLAZA	 	636 CRESTWOOD PLAZA	 	SPACE 636	 	SAINT LOUIS	 	MO	 	 	63126-1706	 
	5769
	 	GARDEN STATE PLAZA	 	1 GARDEN STATE PLAZA	 	SPACE B7A-B	 	PARAMUS	 	NJ	 	 	07652-2417	 
	5770
	 	LAKESHORE PLAZA	 	1563 SLOAT BLVD	 	 	 	SAN FRANCISCO	 	CA	 	 	94132-1222	 
	5773
	 	DEER GROVE CENTER	 	639 E DUNDEE RD	 	 	 	PALATINE	 	IL	 	 	60074-2817	 
	5776
	 	LAWNDALE CROSSING	 	2601 LAWNDALE DR	 	 	 	GREENSBORO	 	NC	 	 	27408-4818	 
	5778
	 	TARGET SHOPPING CENTER	 	1106A WOODRUF RD	 	 	 	GREENVILLE	 	SC	 	 	29607-4109	 
	5779
	 	YORKTOWN CENTER	 	170 YORKTOWN CENTER	 	 	 	LOMBARD	 	IL	 	 	60148-5527	 
	5780
	 	BROADWAY PLAZA	 	63 N BROADWAY	 	 	 	CHULA VISTA	 	CA	 	 	91910-1417	 
	5781
	 	AUGUSTA COMMONS	 	2379 AUGUSTA RD	 	 	 	WEST COLUMBIA	 	SC	 	 	29169-0000	 
	5782
	 	RYDERS CROSSING	 	384 RYDERS LANE	 	 	 	MILLTOWN	 	NJ	 	 	08850-1706	 
	5783
	 	961 E 174 TH STREET	 	SPACE B 130	 	 	 	BRONX	 	NY	 	 	10460-5237	 
	5784
	 	WESTGATE PLAZA	 	911 CENTRAL AVENUE	 	 	 	ALBANY	 	NY	 	 	12206-1304	 
	5785
	 	TAYLOR SQUARE	 	2845 SW TAYLOR RD	 	 	 	REYNOLDSBURG	 	OH	 	 	43068-9550	 
	5786
	 	THE SHOPPES AT THE PARKWAY	 	6123 W IRLO BRONSON HIGHWAY	 	 	 	KISSIMMEE	 	FL	 	 	34747-4512	 
	5787
	 	MINNEHAHA SHOPPING CENTER	 	2600 EAST LAKE STREET	 	SPACE 2620	 	MINNEAPOLIS	 	MN	 	 	55406-1926	 
	5788
	 	ARROWHEAD PALMS	 	7381 W BELL RD	 	 	 	PEORIA	 	AZ	 	 	85382-3870	 
	5789
	 	JERSEY GARDENS	 	651 KAPKOWSKI RD	 	SPACE 1106	 	ELIZABETH	 	NJ	 	 	07201-4901	 
	5790
	 	CLINTON SHOPETTE	 	6787 CLINTON STREET	 	UNIT A	 	GREENWOOD VILLAGE	 	CO	 	 	80112-0000	 
	5791
	 	SHOPPES OF LIBERTY CITY	 	1168 NW 54TH STREET	 	SPACE 8	 	MIAMI	 	FL	 	 	33127-0000	 
	5792
	 	EAST WEST COMMONS SHOPPING CENTER	 	1757 EAST WEST CONNECTOR	 	SPACE 490	 	AUSTELL	 	GA	 	 	30106-1251	 
	5793
	 	KMART SHOPPING CENTER	 	1278 RT 22 EAST	 	SPACE 4	 	NORTH PLAINFIELD	 	NJ	 	 	07060-3518	 
	5794
	 	GARDNER MANOR MALL	 	846 SUNRISE HWY	 	 	 	BAY SHORE	 	NY	 	 	11706-5908	 
	5796
	 	WHITE LAKE MARKETPLACE	 	9066 HIGHLAND RD	 	SPACE 102	 	WHITE LAKE	 	MI	 	 	48386-2030	 
	5797
	 	FIRST COLONY SHOPPING CENTER	 	45135 FIRST COLONY WAY	 	SPACE 300	 	CALIFORNIA	 	MD	 	 	20619-2416	 
	5798
	 	BOCO PARK MARKEPLACE	 	8740 W CHARLESTON BLVD	 	SPACE 7	 	LAS VEGAS	 	NV	 	 	89117-5458	 
	5799
	 	SHOPS AT ROYAL OAKS	 	2600 S KIRKWOOD DR	 	STE 100	 	HOUSTON	 	TX	 	 	77077-6691	 
	6006
	 	SOUTH DEKALB MALL	 	2801 CANDLER ROAD	 	 	 	DECATUR	 	GA	 	 	30034-1423	 
	6014
	 	OAKLAND MALL	 	668 WEST 14 MILE RD	 	 	 	TROY	 	MI	 	 	48083-4236	 
	6015
	 	HERITAGE PARK NORTH SHOPPING CENTER	 	6228 SOUTH SAGINAW RD	 	 	 	GRAND BLANC	 	MI	 	 	48439-2705	 
	6018
	 	WESTBORN S/C	 	23189 MICHIGAN AVE	 	 	 	DEARBORN	 	MI	 	 	48124-2020	 
	6019
	 	HOOVER ELEVEN S/C	 	26293-95 HOOVER RD	 	 	 	WARREN	 	MI	 	 	48089-1133	 
	6022
	 	LIBERTY COURT S/C	 	8624 LIBERTY ROAD	 	 	 	RANDALLSTOWN	 	MD	 	 	21133-4707	 
	6034
	 	OAKWOOD CENTER	 	171 WOOD AVENUE	 	 	 	EDISON	 	NJ	 	 	08820-3504	 
	6035
	 	EASTOVER SHOPPING CENTER	 	5129 INDIAN HEAD HIGHWAY	 	 	 	OXON HILL	 	MD	 	 	20745-2014	 
	6036
	 	PENN-MAR SHOPPING CENTER	 	3224 DONNELL DRIVE	 	 	 	FORESTVILLE	 	MD	 	 	20747-3205	 
	6043
	 	MANAPORT PLAZA	 	8393 SUDLEY ROAD	 	 	 	MANASSAS	 	VA	 	 	20109-3508	 






104









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	6044
	 	LEESBURG PIKE PLAZA	 	3501-D S JEFFERSON STREET	 	 	 	FALLS CHURCH	 	VA	 	 	22041-3106	 
	6050
	 	HARWOOD COMMONS SHOPPING CENTER	 	4709 N HARLEM AVE	 	 	 	HARWOOD HEIGHTS	 	IL	 	 	60706-4606	 
	6062
	 	10730 FOOTHILL BLVD STE 130	 	 	 	 	 	RANCHO CUCAMONGA	 	CA	 	 	91730-3887	 
	6065
	 	17402 COLIMA ROAD	 	 	 	 	 	ROWLAND HEIGHTS	 	CA	 	 	91748-1629	 
	6106
	 	CROSSROADS CENTER	 	3800 BARRANCO PARKWAY	 	 	 	IRVINE	 	CA	 	 	92606-0000	 
	6118
	 	MONTEBELLO MART	 	872 W BEVERLY BLVD # 12	 	 	 	MONTEBELLO	 	CA	 	 	90640-4213	 
	6125
	 	KEDZIE PLAZA EAST	 	4707 S KEDZIE	 	 	 	CHICAGO	 	IL	 	 	60632-3001	 
	6127
	 	1234 WINSTON PLAZA	 	 	 	 	 	MELROSE PARK	 	IL	 	 	60160-1507	 
	6134
	 	BUCKHEAD CROSSING SUITE 47	 	2625 PIEDMONT ROAD	 	 	 	ATLANTA	 	GA	 	 	30324-3086	 
	6141
	 	2047 WOODVILLE RD	 	 	 	 	 	OREGON	 	OH	 	 	43616-3630	 
	6142
	 	EAST GATE S/C	 	2100 HARDING HWY	 	 	 	LIMA	 	OH	 	 	45804-3443	 
	6144
	 	2332 GALLIA STREET	 	 	 	 	 	PORTSMOUTH	 	OH	 	 	45662-4763	 
	6149
	 	260 RUSSELL ROAD	 	 	 	 	 	ASHLAND	 	KY	 	 	41101-7048	 
	6150
	 	4214 EAST MAIN ST	 	 	 	 	 	WHITEHALL	 	OH	 	 	43213-3028	 
	6152
	 	460 CLEVELAND STREET	 	 	 	 	 	ELYRIA	 	OH	 	 	44035-4059	 
	6153
	 	1411 ROUTE 60E	 	 	 	 	 	HUNTINGTON	 	WV	 	 	25705-1601	 
	6157
	 	22019 ST ROUTE 62	 	 	 	 	 	ALLIANCE	 	OH	 	 	44601-9101	 
	6158
	 	1060 FOSTORIA AVE	 	 	 	 	 	FINDLAY	 	OH	 	 	45840-6206	 
	6163
	 	NORTH PARK MARKETPLACE	 	524 W NEW CIRCLE RD	 	UNIT 120	 	LEXINGTON	 	KY	 	 	40511-0000	 
	6164
	 	531 E MAIN STREET	 	 	 	 	 	CHILLICOTHE	 	OH	 	 	45601-3502	 
	6167
	 	938 E PARK AVE	 	 	 	 	 	FAIRMONT	 	WV	 	 	26554-4460	 
	6168
	 	REGENCY CENTRE	 	150 W LOWRY LANE	 	SUITE 130	 	LEXINGTON	 	KY	 	 	40503-3008	 
	6169
	 	7755 TELEGRAPH RD	 	 	 	 	 	TAYLOR	 	MI	 	 	48180-2238	 
	6174
	 	27771 DEQUINDRE RD	 	 	 	 	 	MADISON HEIGHTS	 	MI	 	 	48071-3477	 
	6178
	 	BUSHNILL SQUARE	 	2139 E MAIN STREET	 	 	 	SPRINGFIELD	 	OH	 	 	45503-4900	 
	6179
	 	PIERRE MORGAN MALL	 	105 W HIVELY AVE	 	 	 	ELKHART	 	IN	 	 	46517-2114	 
	6180
	 	2815 FORT CAMPBELL BLVD	 	 	 	 	 	HOPKINSVILLE	 	KY	 	 	42240-4942	 
	6182
	 	634 HEBRON ROAD	 	 	 	 	 	HEATH	 	OH	 	 	43056-1403	 
	6183
	 	3001 E MAIN STREET	 	 	 	 	 	RICHMOND	 	IN	 	 	47374-5924	 
	6184
	 	HERITAGE SQUARE S C	 	515 UNION AVENUE	 	 	 	DOVER	 	OH	 	 	44622-3004	 
	6185
	 	1932 LINCOLN WAY E	 	 	 	 	 	MASSILLON	 	OH	 	 	44646-6965	 
	6186
	 	TOLEDO COMMONS / SMALL SHOPS	 	3015 GLENDALE AVE	 	SUITE 350	 	TOLEDO	 	OH	 	 	43614-2685	 
	6187
	 	4644 SALEM AVENUE	 	 	 	 	 	DAYTON	 	OH	 	 	45416-1712	 
	6190
	 	803-1 NORTH EUCLID AVENUE	 	 	 	 	 	BAY CITY	 	MI	 	 	48706-2402	 
	6191
	 	402 WOODMAN DRIVE	 	 	 	 	 	DAYTON	 	OH	 	 	45431-2047	 
	6194
	 	1310 28TH STREET SE	 	 	 	 	 	GRAND RAPIDS	 	MI	 	 	49508-1408	 






105









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	6198
	 	1119 E STATE STREET	 	 	 	 	 	FREMONT	 	OH	 	 	43420-4357	 
	6199
	 	GOLDEN GATE S C	 	229 GOLDEN GATE	 	 	 	MAUMEE	 	OH	 	 	43537-2881	 
	6200
	 	5138 S WESTNEDGE AVENUE	 	 	 	 	 	PORTAGE	 	MI	 	 	49002-0403	 
	6201
	 	1230 MT VERNON AVE	 	 	 	 	 	MARION	 	OH	 	 	43302-5625	 
	6203
	 	1382 S MAIN STREET	 	 	 	 	 	ADRIAN	 	MI	 	 	49221-4307	 
	6206
	 	2052 N LEWIS AVENUE	 	 	 	 	 	WAUKEGAN	 	IL	 	 	60087-4722	 
	6207
	 	3210 E MICHIGAN AVENUE	 	 	 	 	 	JACKSON	 	MI	 	 	49202-3852	 
	6208
	 	BRIDGEWATER FALLS SC	 	3417 PRINCETON RD	 	SUITE 117	 	HAMILTON	 	OH	 	 	45011-0000	 
	6209
	 	1901 MILTON AVENUE	 	 	 	 	 	JANESVILLE	 	WI	 	 	53545-0836	 
	6210
	 	BOULEVARD CROSSING SC	 	2140 E BLVD ST	 	 	 	KOKOMO	 	IN	 	 	46902-2401	 
	6213
	 	805 MEMORIAL DRIVE	 	 	 	 	 	LANCASTER	 	OH	 	 	43130-2565	 
	6214
	 	NORTHERN LIGHTS PLAZA	 	3451 CLEVELAND AVENUE	 	SPACE 43	 	COLUMBUS	 	OH	 	 	43224-2906	 
	6217
	 	82 MADISON SQUARE CENTER	 	 	 	 	 	MADISONVILLE	 	KY	 	 	42431-2740	 
	6219
	 	2611 ALPINE AVENUE NW	 	 	 	 	 	GRAND RAPIDS	 	MI	 	 	49544-1958	 
	6223
	 	168 E COLUMBIA AVENUE	 	 	 	 	 	BATTLE CREEK	 	MI	 	 	49015-3735	 
	6224
	 	14336 EUREKA ROAD	 	 	 	 	 	SOUTHGATE	 	MI	 	 	48195-2057	 
	6227
	 	TARGET PLAZA EAST	 	8126 EAST BROAD STREET	 	 	 	REYNOLDSBURG	 	OH	 	 	43068-8037	 
	6230
	 	8810 MIDDLE BELT RD	 	 	 	 	 	LIVONIA	 	MI	 	 	48150-4052	 
	6232
	 	519 W MCKINLEY AVE	 	 	 	 	 	MISHAWAKA	 	IN	 	 	46545-5519	 
	6236
	 	1963 STATE RD	 	 	 	 	 	CUYAHOGA FALLS	 	OH	 	 	44223-1423	 
	6237
	 	2000 E 71ST ST	 	 	 	 	 	CHICAGO	 	IL	 	 	60649-2102	 
	6238
	 	603 J STREET	 	 	 	 	 	LA PORTE	 	IN	 	 	46350-5457	 
	6240
	 	3390 S HIGH ST	 	 	 	 	 	COLUMBUS	 	OH	 	 	43207-3623	 
	6242
	 	4515 W TUSCARAWES BLVD	 	 	 	 	 	CANTON	 	OH	 	 	44708-5336	 
	6243
	 	933 LEAVITT RD	 	 	 	 	 	AMHERST	 	OH	 	 	44001-1136	 
	6246
	 	710 E COLISEUM BLVD	 	 	 	 	 	FORT WAYNE	 	IN	 	 	46805-1220	 
	6248
	 	2165 FORT STREET	 	 	 	 	 	LINCOLN PARK	 	MI	 	 	48146-2451	 
	6249
	 	22710 ALLEN RD	 	 	 	 	 	WOODHAVEN	 	MI	 	 	48183-2246	 
	6251
	 	SOUTH PLAZA	 	432 E WATERLOO	 	SPACE 104	 	AKRON	 	OH	 	 	44319-1221	 
	6253
	 	TECH PLAZA SC	 	29116 VAN DYKE AVE	 	SPACE 11A	 	WARREN	 	MI	 	 	48093-6764	 
	6254
	 	1603 ROCHESTER RD	 	 	 	 	 	TROY	 	MI	 	 	48083-1829	 
	6257
	 	22388 LAKESHORE BLVD	 	 	 	 	 	EUCLID	 	OH	 	 	44123-1717	 
	6259
	 	5211 BROOKPARK RD	 	 	 	 	 	PARMA	 	OH	 	 	44134-1045	 
	6260
	 	27650 LORAIN RD	 	 	 	 	 	NORTH OLMSTED	 	OH	 	 	44070-4040	 
	6261
	 	13179 SMITH RD	 	 	 	 	 	MIDDLEBURG HEIGHTS	 	OH	 	 	44130-3606	 
	6262
	 	11716 DETROIT AVE	 	 	 	 	 	LAKEWOOD	 	OH	 	 	44107-3002	 






106









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	6264
	 	EVERGREEN S/C	 	12813 ROCKSIDE RD	 	 	 	GARFIELD HEIGHTS	 	OH	 	 	44125-5157	 
	6265
	 	1198 S ARLINGTON STREET	 	 	 	 	 	AKRON	 	OH	 	 	44306-6521	 
	6266
	 	2706 S 11TH ST	 	 	 	 	 	NILES	 	MI	 	 	49120-4420	 
	6267
	 	870 PARSONS AVE	 	 	 	 	 	COLUMBUS	 	OH	 	 	43206-2342	 
	6269
	 	2707 N COLUMBUS ST	 	 	 	 	 	OTTAWA	 	IL	 	 	61350-1005	 
	6271
	 	321 W 14TH STREET	 	 	 	 	 	CHICAGO HEIGHTS	 	IL	 	 	60411-2538	 
	6277
	 	1300 ELLIOTT DRIVE	 	 	 	 	 	MIDDLETOWN	 	OH	 	 	45044-6222	 
	6278
	 	71 S SPRINGBORO PIKE	 	 	 	 	 	MIAMISBURG	 	OH	 	 	45342-3701	 
	6281
	 	1107 BROOK FOREST AVE	 	 	 	 	 	SHOREWOOD	 	IL	 	 	60431-0000	 
	6284
	 	2638 DELAWARE AVE	 	 	 	 	 	BUFFALO	 	NY	 	 	14216-1737	 
	6285
	 	2430 MILITARY ROAD	 	 	 	 	 	NIAGARA FALLS	 	NY	 	 	14304-1558	 
	6287
	 	1268 ABBOTT ROAD	 	 	 	 	 	LACKAWANNA	 	NY	 	 	14218-1902	 
	6293
	 	15400 W NINE MILE RD	 	 	 	 	 	OAK PARK	 	MI	 	 	48237-2517	 
	6294
	 	12850 MICHIGAN AVENUE	 	 	 	 	 	DEARBORN	 	MI	 	 	48126-3735	 
	6295
	 	5999 S PARK AVENUE	 	 	 	 	 	HAMBURG	 	NY	 	 	14075-3719	 
	6297
	 	3949 HOOVER ROAD	 	 	 	 	 	GROVE CITY	 	OH	 	 	43123-2839	 
	6301
	 	301 MEADOW DRIVE	 	 	 	 	 	NORTH TONAWANDA	 	NY	 	 	14120-2819	 
	6303
	 	PLAINFIELD COMMONS	 	2663 E MAIN ST	 	SUITE 100	 	PLAINFIELD	 	IN	 	 	46168-2730	 
	6306
	 	CULVER RIDGE PLAZA	 	2255 RIDGE RD EAST STE 15A	 	 	 	IRONDEQUOIT	 	NY	 	 	14622-0000	 
	6307
	 	COMMERCE PLAZA UNIT 8	 	1257 BLACKWOOD-CLEMENTON RD	 	 	 	CLEMENTON	 	NJ	 	 	08021-5621	 
	6308
	 	730 SHENANGO ROAD	 	 	 	 	 	BEAVER FALLS	 	PA	 	 	15010-1212	 
	6309
	 	9200 FRANKFORD AVENUE	 	 	 	 	 	PHILADELPHIA	 	PA	 	 	19114-2824	 
	6312
	 	18700 NINE MILE ROAD	 	 	 	 	 	EASTPOINTE	 	MI	 	 	48021-2058	 
	6317
	 	16745 TORRENCE AVE	 	 	 	 	 	LANSING	 	IL	 	 	60438-6018	 
	6318
	 	CROSS ROADS PLAZA	 	2088 NEW CASTLE AVE	 	 	 	NEW CASTLE	 	DE	 	 	19720-2777	 
	6322
	 	NEW BRITE S/C	 	220 E MAIN ST	 	 	 	NEW BRITAIN	 	CT	 	 	06051-1948	 
	6324
	 	950 WALCOTT ST	 	 	 	 	 	WATERBURY	 	CT	 	 	06705-1300	 
	6325
	 	MILLS CROSSING	 	200 RUNNING HILL RD	 	STE 7	 	SOUTH PORTLAND	 	ME	 	 	04106-3258	 
	6327
	 	GROTON SQUARE SC	 	220 RTE 12 UNIT 4	 	 	 	GROTON	 	CT	 	 	06340-0000	 
	6328
	 	290 US ROUTE 1	 	 	 	 	 	NEW LONDON	 	CT	 	 	06320-2641	 
	6329
	 	BURLINGTON COAT PLAZA	 	715 GRANITE STREET	 	 	 	BRAINTREE	 	MA	 	 	02184-5328	 
	6334
	 	FIVE TOWN PLAZA	 	348 COOLEY ST	 	 	 	SPRINGFIELD	 	MA	 	 	01128-1144	 
	6335
	 	4152 W MAIN ST	 	 	 	 	 	BATAVIA	 	NY	 	 	14020-1235	 
	6337
	 	213 NORTH COMRIE AVENUE	 	 	 	 	 	JOHNSTOWN	 	NY	 	 	12095-1501	 
	6338
	 	203 MILAN AVE	 	 	 	 	 	NORWALK	 	OH	 	 	44857-1135	 
	6339
	 	TOWN AND COUNTRY S/C	 	3668-3670 E BROAD ST	 	 	 	COLUMBUS	 	OH	 	 	43213-1125	 






107









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	6342
	 	GLENWOOD PLAZA	 	2090 GLENWOOD SHOPPING PLAZA	 	 	 	ONEIDA	 	NY	 	 	13421-2717	 
	6343
	 	MIDWAY SHOPPING CENTER	 	1062 WYOMING AVENUE	 	 	 	WYOMING	 	PA	 	 	18644-1331	 
	6344
	 	THE VILLAGE OF EAST SIDE	 	6375 PENN AVENUE SUITE 11	 	 	 	PITTSBURGH	 	PA	 	 	15206-4026	 
	6346
	 	BROCKPORT PLAZA	 	6544 4TH SECTION RD	 	 	 	BROCKPORT	 	NY	 	 	14420-2472	 
	6347
	 	1379 LESSBURG AVE	 	 	 	 	 	WASHINGTON COURT HOU	 	OH	 	 	43160-8655	 
	6349
	 	3772 S EAST ST	 	 	 	 	 	INDIANAPOLIS	 	IN	 	 	46227-1241	 
	6353
	 	3445 SIMPSON-FERRY RD	 	 	 	 	 	CAMP HILL	 	PA	 	 	17011-6404	 
	6357
	 	HERMITAGE CROSSING	 	1163 N HERMITAGE RD	 	 	 	HERMITAGE	 	PA	 	 	16148-3112	 
	6358
	 	268 MT NEBO POINTE DR	 	SUITE C5	 	 	 	PITTSBURGH	 	PA	 	 	15237-0000	 
	6359
	 	2060 LEBANON CHURCH RD	 	 	 	 	 	WEST MIFFLIN	 	PA	 	 	15122-2406	 
	6361
	 	555 W MAIN STREET	 	 	 	 	 	UNIONTOWN	 	PA	 	 	15401-2647	 
	6363
	 	SHOPS AT BOARDMAN	 	399 BOARDMAN POLAND RD	 	 	 	YOUNGSTOWN	 	OH	 	 	44512-4904	 
	6365
	 	VALLEY VIEW CROSSING	 	4757 VALLEY VIEW	 	BLDG NW SPACE C	 	ROANOKE	 	VA	 	 	24012-2000	 
	6366
	 	2846 RIVERSIDE DRIVE	 	 	 	 	 	DANVILLE	 	VA	 	 	24540-4118	 
	6367
	 	BROOKHAVEN SHOPPING PLAZA	 	3508 EDGMONT AVENUE	 	 	 	BROOKHAVEN	 	PA	 	 	19015-2806	 
	6368
	 	RICHLAND TOWN CENTER	 	310 TOWN CENTER DRIVE	 	 	 	JOHNSTOWN	 	PA	 	 	15904-2848	 
	6374
	 	AUBURN PLAZA	 	217 GRANT AVENUE	 	STE 9	 	AUBURN	 	NY	 	 	13021-1443	 
	6375
	 	4301 MAHONING AVENUE	 	 	 	 	 	WARREN	 	OH	 	 	44483-1930	 
	6376
	 	TOWN AND COUNTRY PLAZA	 	311 HAMILTON STREET	 	 	 	GENEV A	 	NY	 	 	14456-2951	 
	6381
	 	WARDS CROSSING	 	4026 WARDS RD STE A	 	 	 	LYNCHBURG	 	VA	 	 	24502-2977	 
	6382
	 	CHERRY BLOSSOM CENTER	 	2961 W LIBERTY AVENUE	 	 	 	PITTSBURGH	 	PA	 	 	15216-2546	 
	6385
	 	404 E PAULDING ROAD	 	 	 	 	 	FORT WAYNE	 	IN	 	 	46816-1102	 
	6386
	 	4488 YOUNGSTOWN ROAD SE	 	 	 	 	 	WARREN	 	OH	 	 	44484-3342	 
	6388
	 	PLANK RD COMMONS	 	2744 OLD ROUTE 220	 	 	 	ALTOONA	 	PA	 	 	16601-0000	 
	6389
	 	CREEKSIDE COMMONS	 	9575 MENTOR AVENUE	 	 	 	MENTOR	 	OH	 	 	44060-4521	 
	6391
	 	ALIQUIPPA SHOPPING CENTER	 	2719 BRODHEAD RD	 	 	 	ALIQUIPPA	 	PA	 	 	15001-2793	 
	6392
	 	16041 ST RT 170	 	 	 	 	 	CALCUTTA	 	OH	 	 	43920-9614	 
	6396
	 	NORWIN HILLS SC	 	8775 NORWIN AVENUE	 	 	 	IRWIN	 	PA	 	 	15642-2718	 
	6397
	 	906 NATIONAL ROAD	 	 	 	 	 	BRIDGEPORT	 	OH	 	 	43912-1445	 
	6399
	 	OLYMPIA SHOPPING CENTER	 	4313 WALNUT STREET	 	 	 	MCKEESPORT	 	PA	 	 	15132-6115	 
	6401
	 	DICKSON CITY COMMONS	 	1126 COMERCE BLVD	 	 	 	DICKSON CITY	 	PA	 	 	18519-1688	 
	6402
	 	2229 VALLEY AVENUE	 	 	 	 	 	WINCHESTER	 	VA	 	 	22601-2755	 
	6407
	 	PENN HILLS	 	56 FEDERAL DR	 	 	 	PITTSBURGH	 	PA	 	 	15235-3314	 
	6410
	 	521 COLLEGE SQUARE S/C	 	521 COLLEGE SQUARE	 	 	 	NEWARK	 	DE	 	 	19711-8603	 
	6411
	 	1605 STEFKO BLVD	 	 	 	 	 	BETHLEHEM	 	PA	 	 	18017-6230	 
	6414
	 	137 SR 104	 	SUITE B	 	 	 	OSWEGO	 	NY	 	 	13126-2939	 






108









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	6415
	 	230 S 69TH ST	 	 	 	 	 	UPPER DARBY	 	PA	 	 	19082-4101	 
	6417
	 	1790 CLEMENTS BRIDGE RD	 	 	 	 	 	DEPTFORD	 	NJ	 	 	08096-2010	 
	6418
	 	4628 HIGH POINTE BOULEVARD	 	 	 	 	 	HARRISBURG	 	PA	 	 	17111-2447	 
	6419
	 	101 MARSHALL ST N	 	 	 	 	 	BENWOOD	 	WV	 	 	26031-1012	 
	6420
	 	HILLSIDE PLAZA	 	711 SCRANTON CARBONDALE HWY	 	 	 	EYNON	 	PA	 	 	18403-1021	 
	6422
	 	TOWNE CENTER AT WATERTOWN	 	21868 TOWN CENTER DRIVE	 	 	 	WATERTOWN	 	NY	 	 	13601-5898	 
	6423
	 	JORDAN PLAZA	 	119 JORDAN PLAZA	 	 	 	ELIZABETH CITY	 	NC	 	 	27909-4568	 
	6428
	 	249 GLENSIDE AVE	 	 	 	 	 	HOLMES	 	PA	 	 	19043-1503	 
	6429
	 	850 ROSTRAVER RD	 	 	 	 	 	BELLE VERNON	 	PA	 	 	15012-1945	 
	6430
	 	MARK PLAZA S/C	 	10 MARK PLAZA	 	 	 	EDWARDSVILLE	 	PA	 	 	18704-3104	 
	6432
	 	944 WILDLIFE LODGE RD	 	 	 	 	 	LOWER BURRELL	 	PA	 	 	15068-2730	 
	6441
	 	BELAIR S/C	 	8750 E 8 MILE RD	 	 	 	DETROIT	 	MI	 	 	48234-1108	 
	6442
	 	2833 RIDGEMONT RD W	 	SUITE 10	 	 	 	GREECE	 	NY	 	 	14626-1632	 
	6445
	 	GRAFTON HILLS PLAZA	 	943 GRAFTON ST	 	 	 	WORCESTER	 	MA	 	 	01604-2003	 
	6446
	 	1333 UPPER FRONT STREET	 	ROUTE 12	 	 	 	BINGHAMTON	 	NY	 	 	13901-1149	 
	6447
	 	KIMBERLY COMMONS	 	3301 W KIMBERLY	 	SUITE C	 	DAVENPORT	 	IA	 	 	52806-0000	 
	6448
	 	5254 MONROE ST	 	UNIT A	 	 	 	TOLEDO	 	OH	 	 	43623-3140	 
	6450
	 	31-32 CENTRAL SQUARE	 	 	 	 	 	EAST BOSTON	 	MA	 	 	02128-1911	 
	6451
	 	4089 W BROAD STREET	 	 	 	 	 	COLUMBUS	 	OH	 	 	43228-1614	 
	6452
	 	COUNTRYSIDE SHOPPING CENTER	 	RR 7 BOX 1028	 	 	 	MOUNT PLEASANT	 	PA	 	 	15666-8942	 
	6453
	 	ST MARY'S PLAZA	 	838 S ST MARYS RD	 	 	 	SAINT MARYS	 	PA	 	 	15857-2831	 
	6454
	 	910 GREEN BLVD	 	 	 	 	 	AURORA	 	IN	 	 	47001-1575	 
	6457
	 	2244 S MAIN STREET	 	 	 	 	 	BELLEFONTAINE	 	OH	 	 	43311-8904	 
	6458
	 	FIELDSTONE MARKET PLACE	 	950 KINGS HWY SPACE S	 	 	 	NEW BEDFORD	 	MA	 	 	02745-4957	 
	6459
	 	SHELBY CREEK SC	 	8630 26 MILE RD	 	 	 	SHELBY TOWNSHIP	 	MI	 	 	48316-0000	 
	6460
	 	BRETTWOOD PLAZA SC	 	3190 N WATER STREET	 	 	 	DECATUR	 	IL	 	 	62526-2466	 
	6463
	 	EAST TOWNE CENTER	 	4203 WHEATON WAY	 	 	 	BREMERTON	 	WA	 	 	98310-3606	 
	6464
	 	2701 A 184TH STREET SW	 	 	 	 	 	LYNNWOOD	 	WA	 	 	98037-4727	 
	6467
	 	7807 EVERGREEN WAY	 	 	 	 	 	EVERETT	 	WA	 	 	98203-6427	 
	6471
	 	SOUTH BAY PLAZA	 	900 PLAZA BLVD	 	 	 	NATIONAL CITY	 	CA	 	 	91950-3524	 
	6472
	 	GRESHAM TOWN FAIR S/C	 	302 NW EASTMAN PKWY	 	 	 	GRESHAM	 	OR	 	 	97030-7250	 
	6473
	 	TARGET PLAZA	 	8901 NE HAZEL DELL AVENUE	 	SUITE 101	 	VANCOUVER	 	WA	 	 	98665-0000	 
	6476
	 	5914 6TH AVE	 	 	 	 	 	TACOMA	 	WA	 	 	98406-2016	 
	6478
	 	137 161ST ST SO	 	 	 	 	 	SPANAWAY	 	WA	 	 	98387-8235	 
	6479
	 	COVINGTON PLAZA	 	16929 SE 270TH PLACE	 	SPACE 101	 	COVINGTON	 	WA	 	 	98042-0000	 
	6480
	 	707 LANCASTER DR NE	 	 	 	 	 	SALEM	 	OR	 	 	97301-2928	 






109









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	6485
	 	SAN YSIDRO VILLAGE	 	416 W SAN YSIDRO BLVD STE E	 	 	 	SAN YSIDRO	 	CA	 	 	92173-2443	 
	6486
	 	32185 STATE ROUTE 20 #1	 	 	 	 	 	OAK HARBOR	 	WA	 	 	98277-5209	 
	6487
	 	7901 SE POWELL STE A	 	 	 	 	 	PORTLAND	 	OR	 	 	97206-2314	 
	6488
	 	193 MARYSVILLE MALL	 	 	 	 	 	MARYSVILLE	 	WA	 	 	98270-5500	 
	6489
	 	SOUTH HILL PLAZA	 	3860 S MERIDIAN ST	 	 	 	PUYALLUP	 	WA	 	 	98373-3757	 
	6493
	 	3204 E 14TH ST	 	 	 	 	 	OAKLAND	 	CA	 	 	94601-2904	 
	6495
	 	PARK EAST MARKETPLACE	 	4315 COMMERCE DRIVE	 	UNIT 460	 	LAFAYETTE	 	IN	 	 	47905-3821	 
	6496
	 	BALD HILL PLAZA	 	1245 BALD HILL RD	 	 	 	WARWICK	 	RI	 	 	02886-4233	 
	6513
	 	TOTEM WEST RETAIL S/C	 	11306-22 NE 124TH ST	 	 	 	KIRKLAND	 	WA	 	 	98034-4303	 
	6515
	 	NEW PARK MALL	 	5904 NEW PARK MALL	 	 	 	NEWARK	 	CA	 	 	94560-5235	 
	6517
	 	PRINCETON PLAZA	 	1375 BLOSSOM HILL RD	 	SPACE 49	 	SAN JOSE	 	CA	 	 	95118-3806	 
	6518
	 	THE DIVISION CENTER	 	12154 SE DIVISION	 	 	 	PORTLAND	 	OR	 	 	97266-1041	 
	6523
	 	PALOMAR TROLLEY CENTER	 	648 PALOMAR STREET	 	 	 	CHULA VISTA	 	CA	 	 	91911-2975	 
	6524
	 	CENTURY PLAZA SHOPPING CENTER	 	4225 CENTURY BLVD	 	 	 	PITTSBURG	 	CA	 	 	94565-7113	 
	6527
	 	SUNSET ESPLANADE	 	2231 SE TAULATIN VALLEY HWY	 	SPACE D5	 	HILLSBORO	 	OR	 	 	97123-7915	 
	6530
	 	293 BARNETT RD	 	 	 	 	 	MEDFORD	 	OR	 	 	97501-7936	 
	6531
	 	1598 S BURLINGTON BLVD	 	SPACE R	 	 	 	BURLINGTON	 	WA	 	 	98233-3220	 
	6532
	 	1731 S FIRST ST	 	 	 	 	 	YAKIMA	 	WA	 	 	98902-0000	 
	6534
	 	TWIN CITY CENTER	 	760 G OCEAN BEACH HIGHWAY	 	 	 	LONGVIEW	 	WA	 	 	98632-4055	 
	6536
	 	PIONEER PLAZA	 	1817 PIONEER PKWY EAST	 	 	 	SPRINGFIELD	 	OR	 	 	97477-3900	 
	6542
	 	FELLSWAY PLAZA	 	690 FELLSWAY	 	 	 	MEDFORD	 	MA	 	 	02155-4901	 
	6544
	 	CHATHAM RIDGE S/C	 	112 W 87TH ST UNIT J	 	 	 	CHICAGO	 	IL	 	 	60620-1318	 
	6546
	 	9362 HWY 16	 	 	 	 	 	ONALASKA	 	WI	 	 	54650-8526	 
	6548
	 	5020 BAY RD	 	 	 	 	 	SAGINAW	 	MI	 	 	48604-2522	 
	6549
	 	2640 BRICE RD	 	 	 	 	 	REYNOLDSBURG	 	OH	 	 	43068-3419	 
	6552
	 	NORTH TOWN CENTER	 	3508 PLAINFIELD AVE	 	 	 	GRAND RAPIDS	 	MI	 	 	49525-2719	 
	6553
	 	NORTHFIELD PLAZA SC	 	2731 EMERSON DRIVE	 	 	 	ELKHART	 	IN	 	 	46514-0000	 
	6554
	 	BIG RAPIDS COMMONS S/C	 	1260 W PERRY ST	 	 	 	BIG RAPIDS	 	MI	 	 	49307-2115	 
	6556
	 	KOHLS S/C	 	1708 MORSE RD	 	 	 	COLUMBUS	 	OH	 	 	43229-9513	 
	6559
	 	KINGSTON PLAZA	 	304 PLAZA RD	 	 	 	KINGSTON	 	NY	 	 	12401-2975	 
	6563
	 	SUPERCENTER PLAZA	 	46 SUPERCENTER PLAZA DR	 	SUITE 101	 	LEWISTOWN	 	PA	 	 	17044-0000	 
	6565
	 	PANORAMA PLAZA	 	1601 PENFIELD RD	 	 	 	ROCHESTER	 	NY	 	 	14625-2322	 
	6567
	 	TUTTLE MALL	 	5043 TUTTLE CROSSING BLVD	 	SUITE 257	 	DUBLIN	 	OH	 	 	43016-0000	 
	6568
	 	VALLEY FORGE MALL	 	242 SCHUYLKILL RD	 	UNIT K4	 	PHOENIXVILLE	 	PA	 	 	19460-5203	 
	6569
	 	WILDCAT COMMONS	 	301 COLONY LANE	 	SUITE 100	 	LATROBE	 	PA	 	 	15650-0000	 
	6570
	 	BAYTOWNE PLAZA	 	1900 EMPIRE BLVD	 	 	 	WEBSTER	 	NY	 	 	14580-1934	 






110









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	6573
	 	ELM RIDGE PLAZA	 	270 ELM RIDGE CENTER DRIVE	 	 	 	ROCHESTER	 	NY	 	 	14626-3460	 
	6574
	 	AURORA VILLAGE SC	 	123 GREY STREET	 	 	 	EAST AURORA	 	NY	 	 	14052-2144	 
	6575
	 	BEDFORD SQUARE SC	 	BOX 40	 	 	 	EVERETT	 	PA	 	 	15537-0040	 
	6576
	 	CONSUMER SQUARE SC	 	830 COUNTY ROAD 64	 	SUITE 18	 	ELMIRA	 	NY	 	 	14903-9719	 
	6577
	 	HAWTHORNE PLAZA SC	 	2058 FRUITVILLE PIKE	 	 	 	LANCASTER	 	PA	 	 	17601-4012	 
	6578
	 	EAST RIDGE SHOPPING CENTER	 	3721 LAPEER ROAD	 	 	 	FLINT	 	MI	 	 	48503-4505	 
	6580
	 	COUNTYLINE PLAZA	 	739 ROUTE 113	 	 	 	SOUDERTON	 	PA	 	 	18964-1000	 
	6581
	 	KINGDALE PLAZA	 	20 W PARK AVE	 	 	 	VINELAND	 	NJ	 	 	08360-3509	 
	6584
	 	KNOX VILLAGE SQUARE	 	1520 COSHOCTON RD SUITE B1	 	 	 	MOUNT VERNON	 	OH	 	 	43050-1475	 
	6585
	 	NORTH PARK PLAZA	 	2279 NORTH PARK DRIVE	 	 	 	HOLLAND	 	MI	 	 	49424-8547	 
	6586
	 	RICHLAND CROSSING	 	235 N WESTEND BLVD	 	SPACE D4	 	QUAKERTOWN	 	PA	 	 	18951-2315	 
	6587
	 	3189 COUNTY RD 10	 	 	 	 	 	CANANDAIGUA	 	NY	 	 	14424-2236	 
	6589
	 	MT POCONO PLAZA S/C	 	601 ROUTE 940	 	 	 	MOUNT POCONO	 	PA	 	 	18344-1325	 
	6592
	 	GENESEE VALLEY SC	 	4323 GENESEO PLAZA	 	 	 	GENESEO	 	NY	 	 	14454-9477	 
	6593
	 	BRADFORD TOWN CENTER	 	ROUTE 6	 	 	 	TOWANDA	 	PA	 	 	18848-9806	 
	6594
	 	NITRO MARKET PLACE	 	200 NITRO MARKET PLACE	 	 	 	CROSS LANES	 	WV	 	 	25313-4402	 
	6595
	 	WESTFALL TOWNE CENTER	 	111 HULST DR	 	SUITE 716	 	MATAMORAS	 	PA	 	 	18336-2115	 
	6596
	 	1746 WALDEN AVE	 	SUITE 100	 	 	 	CHEEKTOWAGA	 	NY	 	 	14225-4925	 
	6600
	 	5620 CLEVELAND AVE	 	 	 	 	 	COLUMBUS	 	OH	 	 	43231-4059	 
	6601
	 	SPEEDWAY S/C	 	5840 CRAWFORDSVILLE RD	 	SUITE B	 	INDIANAPOLIS	 	IN	 	 	46224-3706	 
	6612
	 	EASTGATE PLAZA	 	5049 TRANSIT RD	 	 	 	WILLIAMSVILLE	 	NY	 	 	14221-4132	 
	6625
	 	1790 N FEDERAL HWY	 	 	 	 	 	POMPANO BEACH	 	FL	 	 	33062-3230	 
	6631
	 	117 MIRACLE MILE	 	 	 	 	 	CORAL GABLES	 	FL	 	 	33134-5405	 
	6634
	 	1501 NORTH EAST 163RD STREET	 	 	 	 	 	NORTH MIAMI BEACH	 	FL	 	 	33162-4717	 
	6637
	 	7276 S W 117 TH AVENUE	 	 	 	 	 	MIAMI	 	FL	 	 	33183-3802	 
	6641
	 	346 WESTSHORE PLAZA	 	 	 	SPACE A12	 	TAMPA	 	FL	 	 	33609-1813	 
	6643
	 	COBBLESTONE VILLAGE AT ROYAL PALM BEACH	 	10233 OKEECHOBEE BLVD	 	SPACE B-13	 	ROYAL PALM BEACH	 	FL	 	 	33411-1401	 
	6646
	 	2440 SR 580	 	 	 	 	 	CLEARWATER	 	FL	 	 	33761-5900	 
	6648
	 	HARBOR SHOPS	 	1810 CORDOVA RD	 	 	 	FORT LAUDERDALE	 	FL	 	 	33316-2106	 
	6650
	 	PEMBROKE COMMONS SC	 	504 N UNIVERSITY	 	 	 	PEMBROKE PINES	 	FL	 	 	33024-6722	 
	6662
	 	10795 BISCAYNE BLVD	 	 	 	 	 	MIAMI	 	FL	 	 	33161-7455	 
	6680
	 	STONEBRIAR MALL	 	2601 PRESTON RD	 	SUITE 1132	 	FRISCO	 	TX	 	 	75034-0000	 
	6682
	 	2901 NW 63RD ST	 	 	 	 	 	OKLAHOMA CITY	 	OK	 	 	73116-3601	 
	6683
	 	COLLEGE GROVE CENTER	 	3410 COLLEGE AVE	 	 	 	SAN DIEGO	 	CA	 	 	92115-7134	 
	6685
	 	NORTH POINTE PLAZA	 	94 MEADOW PARK AVE	 	 	 	LEWIS CENTER	 	OH	 	 	43035-9477	 
	6686
	 	GEORGETOWN PLAZA	 	4905 W 38TH ST	 	 	 	INDIANAPOLIS	 	IN	 	 	46254-3321	 






111









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Store Address 1	 	Store Address 2	 	Store Address 3	 	City	 	State	 	Zip	 
	6687
	 	THOMPSON CENTER	 	100 W RANDOLPH	 	SPACE 107	 	CHICAGO	 	IL	 	 	60601-3218	 
	6689
	 	CENTERPOINT PLAZA	 	1222 E DIXIE DR	 	SUITE A	 	ASHEBORO	 	NC	 	 	27203-8856	 
	6690
	 	DESOTO CROSSING SHOPPING CENTER	 	7256 INTERSTATE BLVD	 	SUITE 1	 	HORN LAKE	 	MS	 	 	38637-1409	 
	6692
	 	3615 FISHINGER BLVD	 	 	 	 	 	HILLIARD	 	OH	 	 	43026-7559	 
	6693
	 	21 US ROUTE 41	 	 	 	 	 	SCHERERVILLE	 	IN	 	 	46375-1201	 
	6694
	 	WASHINGTON SQUARE SC	 	4849 WEST NORTH AVE	 	 	 	CHICAGO	 	IL	 	 	60639-0000	 
	6695
	 	SUNVALLEY MALL	 	482 SUNVALLEY MALL	 	SPACE A-202	 	CONCORD	 	CA	 	 	94520-5814	 
	6696
	 	MEADOWOOD MALL	 	5480 MEADOWOOD MALL CIRCLE	 	SPACE C129	 	RENO	 	NV	 	 	89502-6508	 
	6698
	 	VILLAVERDE SHOPPING CENTER	 	3102 W 76TH ST	 	 	 	HIALEAH	 	FL	 	 	33018-3803	 
	6699
	 	CORBINS CORNER SHOPPING CENTER	 	1493 NEW BRITAIN AVE	 	 	 	WEST HARTFORD	 	CT	 	 	06110-0000	 
	6700
	 	JOHNSTON PLAZA	 	11 COMMERCE WAY	 	 	 	JOHNSTON	 	RI	 	 	02919-4613	 
	6710
	 	HANNAFORD PLAZA	 	1474 ALTAMONTE AVE	 	 	 	SCHENECTADY	 	NY	 	 	12303-2900	 
	6711
	 	TOWER CITY CENTER	 	230 W HURON ROAD	 	SPACE 7210	 	CLEVELAND	 	OH	 	 	44113-1418	 
	6715
	 	ELYSIAN FIELD SHOPPING CENTER	 	3991 NOLENSVILLE RD	 	 	 	NASHVILLE	 	TN	 	 	37211-4202	 
	6716
	 	HOLLYWOOD HILLS PLAZA	 	3251 HOLLYWOOD BLVD	 	SUITE 250	 	HOLLYWOOD	 	FL	 	 	33021-6906	 
	6718
	 	FORUM AT GATEWAY	 	44825 MOUND RD	 	 	 	STERLING HEIGHTS	 	MI	 	 	48314-1327	 
	6720
	 	THE CENTRE AT PRESTON RIDGE	 	8300 GAYLORD PARKWAY	 	SUITE 115	 	FRISCO	 	TX	 	 	75034-8566	 
	6721
	 	LAKELINE MALL	 	11200 LAKELINE MALL DR	 	SPACE H01	 	CEDAR PARK	 	TX	 	 	78613-1501	 
	6722
	 	HILLSBORO OUTLET CENTER	 	104 NE I35	 	SPACE 163	 	HILLSBORO	 	TX	 	 	76645-2715	 
	6724
	 	6740 W 119TH ST	 	 	 	SUITE D2	 	OVERLAND PARK	 	KS	 	 	66209-2012	 
	6727
	 	DAMANN PLAZA	 	851 12TH AVE NE	 	SUITE 5	 	NORMAN	 	OK	 	 	73071-5326	 
	6728
	 	WESTLAND MALL	 	1705 WEST 49 ST	 	SPACE 1040	 	HIALEAH	 	FL	 	 	33012-2930	 
	 
	Non-Store Facilities	 	 	 	 	 	 	 	 	 	 
	Owned Storage Facilities	 	 	 	 	 	 	 	 	 	 
	Corp
	 	3231 SE 6th Ave.	 	 	 	 	 	Topeka	 	KS	 	 	66607-2207	 
	DC
	 	5040 NW Hwy 24	 	 	 	 	 	Topeka	 	KS	 	 	66618	 
	DC
	 	California Palm Building 1	 	9520 Nevada Street	 	 	 	Redlands	 	CA	 	 	92374	 
	 
	Non-Owned Storage Facilities	 	 	 	 	 	 	 	 	 	 
	Transloader
	 	TRI-MODAL	 	22560 Lucerne Street	 	 	 	Carson	 	CA	 	 	90745	 
	Transloader
	 	Capital	 	8925 NW 27 Street	 	 	 	Miami	 	FL	 	 	33172	 
	Transloader
	 	HUDD Distribution	 	3418 — 142nd Avenue East	 	 	 	Sumner	 	WA	 	 	98390	 







112











 





     



     Stride Rite Locations



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	LEASE DATE	 	EXP DATE	 	(***)†
	1207

	 	CASTLETON SQUARE MALL
	 	6020 E. 82ND ST.
	 	INDIANAPOLIS
	 	IN
	 	 	46250	 	 	2/4/2003
	 	1/31/2013
	 	(***)†
	1214

	 	HAWTHORNE CENTER
	 	613 HAWTHORNE CENTER
	 	VERNON HILLS
	 	IL
	 	 	60061	 	 	5/2/2002
	 	5/31/2012
	 	(***)†
	1215

	 	BRIARWOOD MALL
	 	818 BRIARWOOD CIRCLE
	 	ANN ARBOR
	 	MI
	 	 	48108	 	 	2/1/1999
	 	7/31/2009
	 	(***)†
	1217

	 	SOUTHLAKE MALL
	 	2218 SOUTHLAKE MALL, SP BU-604
	 	MERRILLVILLE
	 	IN
	 	 	46410	 	 	1/19/1995
	 	MO-TO-MO
	 	(***)†
	1222

	 	NO. RIVERSIDE PARK
	 	7501 W. CERMAK RD. RM.12
	 	NO. RIVERSIDE
	 	IL
	 	 	60546	 	 	4/30/2007
	 	5/31/2017
	 	(***)†
	1223

	 	WOODFIELD MALL
	 	F337 WOODFIELD MALL
	 	SCHAUMBURG
	 	IL
	 	 	60173	 	 	12/9/1999
	 	4/30/2010
	 	(***)†
	1229

	 	GREAT NORTHERN MALL
	 	578 GREAT NORTHERN MALL
	 	NORTH OLMSTEAD
	 	OH
	 	 	44070	 	 	1/9/2003
	 	6/30/2013
	 	(***)†
	1230

	 	UNIVERSITY PARK
	 	6501 N. GRAPE RD., SPACE #186
	 	MISHAWAKA
	 	IN
	 	 	46545	 	 	3/2/2006
	 	1/31/2016
	 	(***)†
	1246

	 	TRI-COUNTY MALL
	 	11700 PRINCETON RD.
	 	CINCINNATI
	 	OH
	 	 	45246	 	 	5/3/1995
	 	9/30/2007
	 	(***)†
	1247

	 	KENWOOD TOWNE CENTER
	 	7875 MONTGOMERY RD.
	 	KENWOOD
	 	OH
	 	 	45236	 	 	12/20/2005
	 	9/30/2015
	 	(***)†
	1248

	 	BURNSVILLE CENTER
	 	2048 BURNSVILLE CENTER
	 	BURNSVILLE
	 	MN
	 	 	55306	 	 	9/9/2002
	 	6/30/2007
	 	(***)†
	1254

	 	SOMERSET COLLECTION
	 	2800 W. BIG BEAVER ROAD, SPACE V372
	 	TROY
	 	MI
	 	 	48084	 	 	1/10/2001
	 	2/28/2011
	 	(***)†
	1255

	 	ROOKWOOD COMMONS
	 	2681 EDMONDSON ROAD
	 	CINCINNATI
	 	OH
	 	 	45209	 	 	6/16/2000
	 	8/31/2010
	 	(***)†
	1256

	 	FOX RIVER MALL
	 	4301 WEST WISCONSIN AVENUE, SUITE 808
	 	APPLETON
	 	WI
	 	 	54913	 	 	1/10/2002
	 	2/29/2012
	 	(***)†
	1257

	 	RIVERTOWN CROSSINGS
	 	3700 RIVER TOWN PARKWAY
	 	GRANDVILLE
	 	MI
	 	 	49418	 	 	12/20/2005
	 	2/29/2016
	 	(***)†
	1259

	 	BAYSHORE TOWN CENTER
	 	5694 NORTH BAY SHORE DRIVE
	 	GLENDALE
	 	WI
	 	 	53217	 	 	1/15/2007
	 	1/31/2018
	 	(***)†
	1303

	 	BURLINGTON MALL
	 	95 MALL RD.
	 	BURLINGTON
	 	MA
	 	 	01803	 	 	2/1/1999
	 	1/31/2009
	 	(***)†
	1304

	 	SOUTH SHORE PLAZA
	 	250 GRANITE ST.
	 	BRAINTREE
	 	MA
	 	 	02184	 	 	4/30/2007
	 	4/30/2017
	 	(***)†
	1306

	 	WARWICK MALL
	 	400 BALD HILL RD., SPACE #173
	 	WARWICK
	 	RI
	 	 	02886	 	 	11/1/2005
	 	10/31/2015
	 	(***)†
	1308

	 	STAMFORD MALL
	 	100 GREYROCK PLACE, SUITE 113
	 	STAMFORD
	 	CT
	 	 	06901	 	 	12/9/1999
	 	4/30/2011
	 	(***)†
	1309

	 	BRUNSWICK SQUARE MALL
	 	755 STATE RTE.18
	 	E. BRUNSWICK
	 	NJ
	 	 	08816	 	 	4/7/2004
	 	6/30/2014
	 	(***)†
	1311

	 	CHERRY HILL MALL
	 	2000 ROUTE 38
	 	CHERRY HILL
	 	NJ
	 	 	08002	 	 	2/1/1990
	 	MO-TO-MO
	 	(***)†
	1312

	 	CHESTNUT HILL MALL
	 	199 BOYLSTON STREET
	 	CHESTNUT HILL
	 	MA
	 	 	02467	 	 	1/23/1995
	 	1/31/2008
	 	(***)†
	1313

	 	TJ MAXX SHOPPING CENTER
	 	1358 C HOOPER AVE
	 	TOMS RIVER
	 	NJ
	 	 	08753	 	 	8/3/1994
	 	8/31/2009
	 	(***)†
	1314

	 	PARAMUS PARK
	 	1410 PARAMUS PARK
	 	PARAMUS
	 	NJ
	 	 	7652	 	 	11/20/2006
	 	12/31/2016
	 	(***)†
	1325

	 	MONTGOMERY MALL
	 	7101 DEMOCRACY BOULEVARD
	 	BETHESDA
	 	MD
	 	 	20817	 	 	6/8/2004
	 	6/30/2015
	 	(***)†
	1327

	 	SPRINGFIELD MALL
	 	6613 SPRINGFIELD MALL
	 	SPRINGFIELD
	 	VA
	 	 	22150	 	 	1/13/1972
	 	12/31/2007
	 	(***)†
	1331

	 	CHARLOTTESVILLE FASH. SQ.
	 	1584 EAST RIO ROAD
	 	CHARLOTTESVILLE
	 	VA
	 	 	22901	 	 	8/19/2004
	 	1/31/2014
	 	(***)†
	1339

	 	JEFFERSON VALLEY MALL
	 	650 LEE BLVD., SPACE K-03
	 	YORKTOWN HEIGHTS
	 	NY
	 	 	10598	 	 	5/3/2001
	 	6/30/2011
	 	(***)†
	1341

	 	WOODBRIDGE CENTER
	 	447 WOODBRIDGE CENTER UPPER LEVEL, RTS. 1
& 9
	 	WOODBRIDGE
	 	NJ
	 	 	07095	 	 	2/19/1998
	 	1/31/2008
	 	(***)†








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.





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	STORE	 	MALL	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	LEASE DATE	 	EXP DATE	 	(***)†
	1342

	 	OWINGS MILLS MALL
	 	10300 MILL RUN CIRCLE
	 	OWINGS MILLS
	 	MD
	 	 	21117	 	 	 	6/3/1997	 	 	 	10/31/2008	 	 	(***)†
	1343

	 	MARLEY STATION C-127
	 	7900 GOV. RICHIE HWY
	 	GLEN BURNIE
	 	MD
	 	 	21061	 	 	 	7/22/1986	 	 	 	1/31/2010	 	 	(***)†
	1344

	 	PHEASANT LANE MALL
	 	310 DANIEL WBSTR HWY #B-108
	 	NASHUA
	 	NH
	 	 	03060	 	 	 	2007	 	 	 	4/30/2010	 	 	(***)†
	1352

	 	SQUARE ONE MALL
	 	ROUTE ONE SOUTEH
	 	SAUGUS
	 	MA
	 	 	01906	 	 	 	2007	 	 	 	6/30/2017	 	 	(***)†
	1353

	 	STATEN ISLAND MALL
	 	2655 RICHMOND AVENUE
	 	STATEN ISLAND
	 	NY
	 	 	10314	 	 	 	1/22/1999	 	 	 	1/31/2009	 	 	(***)†
	1354

	 	SMITH HAVEN MALL
	 	538 SMITH HAVEN MALL ROUTES 25 & 347
	 	LAKE GROVE
	 	NY
	 	 	11755	 	 	 	2/26/1999	 	 	 	1/31/2009	 	 	(***)†
	1355

	 	GREEN ACRES MALL
	 	1123 GREEN ACRES MALL #96
	 	VALLEY STREAM
	 	NY
	 	 	11581	 	 	 	5/26/1989	 	 	 	1/31/2007	 	 	(***)†
	1356

	 	QUEENS CENTER
	 	90 — 15 QUEENS BLVD.
	 	ELMHURST
	 	NY
	 	 	11373	 	 	 	12/31/2003	 	 	 	1/31/2014	 	 	(***)†
	1357

	 	NORTHSHORE SHOPPING CTR
	 	ROUTES 128 & 114, SUITE 137
	 	PEABODY
	 	MA
	 	 	01960	 	 	 	6/16/2006	 	 	 	1/31/2016	 	 	(***)†
	1358

	 	GARDEN STATE PLAZA
	 	RTS 4 & 17, SPACE #215
	 	PARAMUS
	 	NJ
	 	 	7652	 	 	 	6/1/2006	 	 	 	6/30/2016	 	 	(***)†
	1359

	 	LAKEFOREST SHOPPING CTR
	 	701 RUSSELL AVENUE SUITE D-115
	 	GAITHERSBURG
	 	MD
	 	 	20877	 	 	 	1/7/2002	 	 	 	2/29/2012	 	 	(***)†
	1360

	 	SOLOMON POND MALL
	 	601 DONALD LYNCH BLVD #N246
	 	MARLBORO
	 	MA
	 	 	01752	 	 	 	4/24/2007	 	 	 	6/30/2017	 	 	(***)†
	1361

	 	TYSONS CORNER CENTER
	 	8088L CHAIN BRIDGE ROAD
	 	MCLEAN
	 	VA
	 	 	22102	 	 	 	6/18/1998	 	 	 	8/31/2008	 	 	(***)†
	1362

	 	REGENGY SQUARE
	 	1420 PARHAM RD, SPACE # K-124
	 	RICHMOND
	 	VA
	 	 	23229	 	 	 	2/1/1999	 	 	 	4/30/2009	 	 	(***)†
	1363

	 	MACARTHUR CENTER
	 	300 MONTICELLO AVE, SPACE #106
	 	NORFOLK
	 	VA
	 	 	23510	 	 	 	2/1/1999	 	 	 	4/30/2009	 	 	(***)†
	1364

	 	CAROUSEL CENTER
	 	9591 CAROUSEL CENTER, SPACE B-106
	 	SYRACUSE
	 	NY
	 	 	13290	 	 	 	2/26/1999	 	 	 	3/26/2009	 	 	(***)†
	1365

	 	PALISADES MALL
	 	3492 PALISADES MALL
	 	WEST NYACK
	 	NY
	 	 	10994	 	 	 	2/26/1999	 	 	 	6/3/2009	 	 	(***)†
	1366

	 	WESTCHESTER AVENUE
	 	125 WESTCHESTER AVENUE, SPACE #3760
	 	WHITE PLAINS
	 	NY
	 	 	10601	 	 	 	1/24/2000	 	 	 	1/31/2011	 	 	(***)†
	1367

	 	TOWSON TOWN CENTER
	 	825 DULANEY VALLEY ROAD,SUITE 420
	 	TOWSON
	 	MD
	 	 	21204	 	 	 	8/4/2000	 	 	 	5/31/2010	 	 	(***)†
	1368

	 	HARFORD MALL
	 	604 BEL AIR ROAD, SUITE #20
	 	BEL AIR
	 	MD
	 	 	21014	 	 	 	6/19/2001	 	 	 	3/31/2012	 	 	(***)†
	1369

	 	FESTIVAL @ WALDORF
	 	3022 FESTIVAL WAY
	 	WALDORF
	 	MD
	 	 	20601	 	 	 	7/10/1990	 	 	 	3/31/2011	 	 	(***)†
	1370

	 	BOWIE TOWN CENTER
	 	15511 EMERALD WAY, SPACE E06
	 	BOWIE
	 	MD
	 	 	20716	 	 	 	5/29/2001	 	 	 	10/31/2011	 	 	(***)†
	1371

	 	CHESTERFIELD TOWN CTR
	 	11500 MIDLOTHIAN TURNPIKE SUITE 640
	 	RICHMOND
	 	VA
	 	 	23235	 	 	 	12/31/2001	 	 	 	2/29/2012	 	 	(***)†
	1372

	 	INDEPENDENCE MALL
	 	101 INDEPENDENCE MALL WAY, SP. C114
	 	KINGSTON
	 	MA
	 	 	02364	 	 	 	3/13/2002	 	 	 	MO-TO-MO
	 	 	(***)†
	1373

	 	MALL OF NEW HAMPSHIRE
	 	1500 S. WILLOW STREET, SPACE W133
	 	MANCHESTER
	 	NH
	 	 	03103	 	 	 	5/24/2002	 	 	 	6/30/2012	 	 	(***)†
	1374

	 	THE PROMENADE AT SAGEMORE
	 	500 S. RT. 73, SPACE D15
	 	MARLTON
	 	NJ
	 	 	08053	 	 	 	10/29/2002	 	 	 	12/31/2012	 	 	(***)†
	1375

	 	STRIDE RITE ANDOVER
	 	27 MAIN STREET
	 	ANDOVER
	 	MA
	 	 	01810	 	 	 	12/28/2000	 	 	 	12/31/2011	 	 	(***)†
	1376

	 	THE LOOP
	 	90 PLEASANT VALLEY STREET
	 	METHUEN
	 	MA
	 	 	01844	 	 	 	6/21/2004	 	 	 	8/31/2014	 	 	(***)†
	1377

	 	DERBY STREET SHOPPES
	 	92 DERBY STREET, SPACE 115
	 	HINGHAM
	 	MA
	 	 	02043	 	 	 	2/28/2005	 	 	 	4/30/2015	 	 	(***)†
	1378

	 	MANSFIELD CROSSING
	 	RT. 140 & SCHOOL ST
	 	MANSFIELD
	 	MA
	 	 	02048	 	 	 	1/2/2007	 	 	 	2017	 	 	(***)†
	1381

	 	EMERALD SQUARE
	 	999 SOUTH WASHINGTON STREET
	 	N. ATTLEBORO
	 	MA
	 	 	02760	 	 	 	2007	 	 	 	12/31/2017	 	 	(***)†
	1399

	 	STREETS AT SOUTHPOINT
	 	6910 FAYETTEVILLE RD., SUITE 279
	 	DURHAM
	 	NC
	 	 	27713	 	 	 	1/3/2002	 	 	 	1/13/2012	 	 	(***)†
	1402

	 	CRABTREE VALLEY MALL
	 	4325 GLENWOOD AVE, SPACE 2013
	 	RALEIGH
	 	NC
	 	 	27612	 	 	 	3/29/2000	 	 	 	4/30/2010	 	 	(***)†
	1404

	 	WEST TOWN MALL
	 	7600 KINGSTON PIKE, SPACE 1444
	 	KNOXVILLE
	 	TN
	 	 	37919	 	 	 	8/4/2004	 	 	 	9/30/2014	 	 	(***)†
	1407

	 	HAYWOOD MALL
	 	700 HAYWOOD ROAD SPACE 1B13
	 	GREENVILLE
	 	SC
	 	 	29607	 	 	 	12/15/2000	 	 	 	1/31/2011	 	 	(***)†








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.





114









 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	LEASE DATE	 	EXP DATE	 	(***)†
	1410

	 	PERIMETER MALL
	 	4400 ASHFORD DUNWOODY
	 	ATLANTA
	 	GA
	 	 	30346	 	 	9/2/1997
	 	8/31/2007
	 	(***)†
	1412

	 	CITADEL MALL
	 	768 CITADEL MALL
	 	CHARLESTON
	 	SC
	 	 	29407	 	 	4/8/2005
	 	4/30/2008
	 	(***)†
	1416

	 	NORTHGATE MALL
	 	1058 WEST CLUB BLVD.
	 	DURHAM
	 	NC
	 	 	27701	 	 	2/16/2001
	 	1/31/2008
	 	(***)†
	1421

	 	ALTAMONTE MALL
	 	451 ALTAMONTE AVE., SPACE #1353
	 	ALTAMONTE SPNGS
	 	FL
	 	 	32701	 	 	6/26/2003
	 	9/30/2013
	 	(***)†
	1422

	 	SOUTHPARK MALL
	 	1422 SOUTHPARK MALL 4400 

SHARON ROAD, SPACE K9
	 	CHARLOTTE
	 	NC
	 	 	28211	 	 	6/30/2003
	 	7/31/2013
	 	(***)†
	1425

	 	HANES MALL
	 	3320 SILAS CREEK PKWY SUITE 616
	 	WINSTON SALEM
	 	NC
	 	 	27103	 	 	2/1/1998
	 	1/31/2008
	 	(***)†
	1427

	 	RIVERGATE MALL
	 	1000 RIVERGATE PARKWAY, SUITE 1970
	 	GOODLETTSVILLE
	 	TN
	 	 	37072	 	 	6/20/2001
	 	1/31/2011
	 	(***)†
	1434

	 	NORTHWOODS MALL
	 	2150 NORTHWOODS BLVD, UNIT G-516
	 	CHARLESTON
	 	SC
	 	 	29406	 	 	1/29/1997
	 	1/31/2008
	 	(***)†
	1435

	 	COBB TOWN CENTER
	 	400 ERNEST BARRETT PLACE SPACE Y04
	 	KENNESAW
	 	GA
	 	 	30144	 	 	12/29/2000
	 	4/30/2011
	 	(***)†
	1436

	 	FLORIDA MALL
	 	8001 S. ORANGE BLOSSOM TRAIL, SPACE #1204A
	 	ORLANDO
	 	FL
	 	 	32809	 	 	4/10/2006
	 	6/30/2016
	 	(***)†
	1437

	 	THE FALLS SHOPPING CTR
	 	8888 SW 136TH STREET, SPACE #406
	 	MIAMI
	 	FL
	 	 	33176	 	 	12/19/1999
	 	6/3/2010
	 	(***)†
	1441

	 	BRIDGEWATER COMMONS MALL
	 	400COMMONS W #307
	 	BRIDGEWATER
	 	NJ
	 	 	08807	 	 	11/1/2005
	 	9/30/2015
	 	(***)†
	1448

	 	THE AVENUE @ PEACHTREE
	 	232 PEACHTREE CITY CIRCLE
	 	PEACHTREE CITY
	 	GA
	 	 	30269	 	 	12/13/2000
	 	3/31/2011
	 	(***)†
	1449

	 	NORTH POINT MALL
	 	1096 NORTH POINT CIRCLE
	 	ALPHARETTA
	 	GA
	 	 	30022	 	 	12/30/2002
	 	12/31/2013
	 	(***)†
	1450

	 	COOL SPRINGS GALLERIA
	 	I-65 SO. & COOL SPRINGS
	 	FRANKLIN
	 	TN
	 	 	37067	 	 	1/13/2005
	 	7/31/2009
	 	(***)†
	1453

	 	FRIENDLY SHOPPING CTR
	 	634 FRIENDLY CENTER ROAD
	 	GREENSBORO
	 	NC
	 	 	27408	 	 	5/11/1998
	 	6/30/2008
	 	(***)†
	1454

	 	MALL OF GEORGIA
	 	3333 BUFORD DRIVE, SPACE #1081
	 	BUFORD
	 	GA
	 	 	30519	 	 	6/15/1999
	 	8/31/2009
	 	(***)†
	1455

	 	RIVERCHASE GALLERIA
	 	2000-235 RIVERCHASE GALLERIA
	 	BIRMINGHAM
	 	AL
	 	 	35244	 	 	7/12/1999
	 	12/31/2009
	 	(***)†
	1456

	 	THE AVENUE @ EAST COBB
	 	4475 ROSWELL ROAD, SPACE 210
	 	MARIETTA
	 	GA
	 	 	30062	 	 	5/1/2000
	 	5/31/2010
	 	(***)†
	1457

	 	ARBORETUM SHOPPING CTR
	 	8040 PROVIDENCE ROAD
	 	CHARLOTTE
	 	NC
	 	 	28277	 	 	3/1/2000
	 	2/28/2010
	 	(***)†
	1458

	 	MALL @ STONECREST
	 	2929 TURNER HILL ROAD, SUITE 1270
	 	LITHONIA
	 	GA
	 	 	30038	 	 	9/4/2001
	 	10/31/2011
	 	(***)†
	1459

	 	ARBOR PLACE MALL
	 	1195 ARBOR PLACE MALL, SUITE 2015
	 	DOUGLASVILLE
	 	GA
	 	 	30135	 	 	9/26/2001
	 	12/31/2011
	 	(***)†
	1460

	 	FAIROAKS MALLS
	 	11800L FAIR OAKS MALL
	 	FAIRFAX
	 	VA
	 	 	22033	 	 	12/9/1999
	 	4/30/2010
	 	(***)†
	1461

	 	CHESAPEAKE SQUARE MALL
	 	4200 PORTSMOUTH BLVD. SPACE 452
	 	CHESAPEAKE
	 	VA
	 	 	23321	 	 	3/1/2001
	 	3/31/2011
	 	(***)†
	1462

	 	WELLINGTON GREEN
	 	10300 WEST FOREST HILL BLVD., SUITE 116
	 	WELLINGTON
	 	FL
	 	 	33414	 	 	12/9/1999
	 	10/4/2011
	 	(***)†
	1463

	 	THE AVENUES MALL
	 	10300 SOUTHSIDE BLVD.
	 	JACKSONVILLE
	 	FL
	 	 	32256	 	 	1/30/2002
	 	1/31/2013
	 	(***)†
	1464

	 	BEL AIR MALL
	 	3480 BEL AIR MALL, SPACE #C3
	 	MOBILE
	 	AL
	 	 	36606	 	 	4/30/2002
	 	6/30/2012
	 	(***)†
	1465

	 	ASHEVILLE MALL
	 	3 SOUTH TUNNEL ROAD, SUITE B-10
	 	ASHEVILLE
	 	NC
	 	 	28805	 	 	10/19/2001
	 	12/31/2009
	 	(***)†
	1466

	 	CAROLINA PLACE
	 	11025 CAROLINA PLACE SPACE C18
	 	PINEVILLE
	 	NC
	 	 	28134	 	 	5/8/2002
	 	1/31/2013
	 	(***)†
	1467

	 	WEST OAKS MALL
	 	9401 W. COLONIAL DRIVE SPACE #634
	 	OCOEE
	 	FL
	 	 	34761	 	 	6/7/2002
	 	12/31/2012
	 	(***)†
	1468

	 	TRIANGLE TOWN CENTER
	 	5959 TRIANGE TOWN CTR. RD, SP #AL1014
	 	RALEIGH
	 	NC
	 	 	27616	 	 	6/17/2002
	 	1/31/2013
	 	(***)†
	1469

	 	ROCKAWAY TOWN SQUARE
	 	301 MT. HOPE ROAD, SPACE 2022
	 	ROCKAWAY
	 	NJ
	 	 	07866	 	 	7/22/2004
	 	1/31/2015
	 	(***)†
	1470

	 	THE AVENUE WEST COBB
	 	3625 DALLAS HIGHWAY, SUITE 745
	 	MARIETTA
	 	GA
	 	 	30064	 	 	2/23/2005
	 	3/31/2015
	 	(***)†
	1471

	 	ROOSEVELT FIELD MALL
	 	630 OLD COUNTRY ROAD, SPACE 1051A
	 	GARDEN CITY
	 	NY
	 	 	11530	 	 	7/22/2004
	 	7/31/2014
	 	(***)†
	1472

	 	LYNNHAVEN MALL
	 	701 LYNNHAVEN PARKWAY, SPACE B11A
	 	VIRGINIA BEACH
	 	VA
	 	 	23452	 	 	1/26/2004
	 	1/31/2015
	 	(***)†








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.





115









 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	LEASE DATE	 	EXP DATE	 	(***)†
	1473

	 	WEBB GIN
	 	1350 SECENIC HIGHWAY, SUITE 612
	 	SNELLVILLE
	 	GA
	 	 	30078	 	 	6/26/2006
	 	8/31/2016
	 	(***)†
	1474

	 	VILLAGE AT SANDHILL
	 	471 TOWN CENTER PLACE, SUITE 5
	 	COLUMBIA
	 	SC
	 	 	29229	 	 	12/13/2005
	 	2/29/2016
	 	(***)†
	1475

	 	FASHION CTR AT PENTAGON CITY
	 	1100 S. HAYES STREET, SPACE ONO1BB
	 	ARLINGTON
	 	VA
	 	 	22202	 	 	2/23/2006
	 	5/31/2016
	 	(***)†
	1476

	 	OGLETHORPE MALL
	 	7804 ABERCORN STREET, SPACE 25A
	 	SAVANNAH
	 	GA
	 	 	31406	 	 	3/31/2006
	 	6/30/2016
	 	(***)†
	1477

	 	PARKWAY MALL
	 	2801 MEMORIAL PARKWAY
	 	HUNTSVILLE
	 	AL
	 	 	35801	 	 	2/13/2007
	 	3/31/2017
	 	(***)†
	1480

	 	NORTHPARK MALL
	 	1200 E. COUNTY LINE RD., SPACE #230
	 	RIDGELAND
	 	MS
	 	 	39157	 	 	3/27/2002
	 	4/30/2012
	 	(***)†
	1481

	 	COUNTRYSIDE MALL
	 	1011A COUNTRYSIDE MALL, 27001 US HIGHWAY

19 NORTH
	 	CLEARWATER
	 	FL
	 	 	33761	 	 	6/19/1998
	 	1/31/2009
	 	(***)†
	1482

	 	TYRONE SQUARE
	 	6718 TYRONE SQUARE
	 	ST. PETERSBURG
	 	FL
	 	 	33710	 	 	9/1/1996
	 	4/30/2008
	 	(***)†
	1483

	 	CITRUS PARK TOWNCENTER
	 	8147 CITRUS PARK TOWNCENTER
	 	TAMPA
	 	FL
	 	 	33625	 	 	9/9/1998
	 	2/28/2009
	 	(***)†
	1484

	 	WEST SHORE PLAZA
	 	255 WEST SHORE PLAZA
	 	TAMPA
	 	FL
	 	 	33609	 	 	7/6/1999
	 	1/31/2015
	 	(***)†
	1500

	 	QUAIL SPRINGS MALL
	 	2501 WEST MEMORIAL ROAD SUITE 160
	 	OKLAHOMA CITY
	 	OK
	 	 	73134	 	 	1/14/2002
	 	4/30/2012
	 	(***)†
	1505

	 	TOWN EAST MALL
	 	2064 EAST TOWN MALL
	 	MESQUITE
	 	TX
	 	 	75150	 	 	10/3/2003
	 	10/31/2013
	 	(***)†
	1513

	 	CORTANA PLACE
	 	8909 CORTANA PLACE
	 	BATON ROUGE
	 	LA
	 	 	70815	 	 	1/1/1992
	 	12/31/2006
	 	(***)†
	1514

	 	INGRAM PARK MALL
	 	6301 NW LOOP 410, SUITE J02
	 	SAN ANTONIO
	 	TX
	 	 	78238	 	 	11/19/2001
	 	1/31/2013
	 	(***)†
	1520

	 	BAYBROOK MALL
	 	1334 BAYBROOK MALL
	 	FRIENDSWOOD
	 	TX
	 	 	77546	 	 	12/21/2001
	 	4/30/2011
	 	(***)†
	1528

	 	WILLOWBROOK MALL
	 	1504 WILLOWBROOK MALL, SPACE #1536
	 	HOUSTON
	 	TX
	 	 	77070	 	 	4/15/2003
	 	5/31/2013
	 	(***)†
	1530

	 	WOODLAND HILLS
	 	7021 S MEMORIAL DRIVE
	 	TULSA
	 	OK
	 	 	74133	 	 	2/17/2005
	 	1/31/2015
	 	(***)†
	1533

	 	DEERBROOK MALL
	 	20131 HWY. 59, SUITE #1360
	 	HUMBLE
	 	TX
	 	 	77338	 	 	1/10/2000
	 	2/28/2010
	 	(***)†
	1535

	 	KENNER/ESPLANADE MALL
	 	1401 W. ESPLANADE, SPACE #504
	 	KENNER
	 	LA
	 	 	70065	 	 	4/1/2006
	 	6/30/2016
	 	(***)†
	1537

	 	LAKESIDE SHOPPING CTR
	 	3301 VETERANS MEM. H
	 	METARIE
	 	LA
	 	 	70002	 	 	5/9/2001
	 	9/30/2011
	 	(***)†
	1541

	 	PADRE STAPLES MALL
	 	5488 PADRE ISLAND DR., SPACE #1244
	 	CORPUS CHRISTI
	 	TX
	 	 	78411	 	 	9/18/1987
	 	1/31/2009
	 	(***)†
	1542

	 	NORTH STAR MALL
	 	7400 SAN PEDRO AVE, SUITE 820
	 	SAN ANTONIO
	 	TX
	 	 	78216	 	 	12/13/2006
	 	10/31/2016
	 	(***)†
	1543

	 	PARKS AT ARLINGTON
	 	3811 SOUTH COOPER ST #1068
	 	ARLINGTON
	 	TX
	 	 	76015	 	 	9/27/2005
	 	10/31/2015
	 	(***)†
	1546

	 	PENN SQUARE MALL
	 	1901 N.W. EXPRESSWAY, SUITE 1005
	 	OKLAHOMA CITY
	 	OK
	 	 	73118	 	 	12/13/2001
	 	4/30/2012
	 	(***)†
	1547

	 	COLLIN CREEK MALL
	 	811 N CENTRAL EXPY , SUITE 1190
	 	PLANO
	 	TX
	 	 	75075	 	 	5/19/1998
	 	8/31/2008
	 	(***)†
	1549

	 	WILLIAMS TRACE SHOPPING CTR.
	 	3510 HWY 6
	 	SUGAR LAND
	 	TX
	 	 	77478	 	 	1/30/1986
	 	2/29/2012
	 	(***)†
	1553

	 	OAK PARK MALL
	 	11657 W. 95TH STREET, SPACE #121
	 	OVERLAND PARK
	 	KS
	 	 	66214	 	 	3/11/2005
	 	12/31/2014
	 	(***)†
	1554

	 	THE SHOPS AT WILLOWBEND
	 	6121 WEST PARK BLVD., SUITE 117
	 	PLANO
	 	TX
	 	 	75093	 	 	12/9/1999
	 	8/2/2011
	 	(***)†
	1556

	 	STONEBRIAR MALL
	 	2601 PRESTON ROAD, SUITE 1032
	 	FRISCO
	 	TX
	 	 	75034	 	 	2/22/2000
	 	8/31/2010
	 	(***)†
	1557

	 	LA PLAZA MALL
	 	2200 S. 10TH STREET, SPACE K01
	 	MCALLEN
	 	TX
	 	 	78503	 	 	6/27/2002
	 	1/31/2013
	 	(***)†
	1558

	 	SOUTHLAKE TOWN CTR
	 	1240 PROSPECT STREET
	 	SOUTHLAKE
	 	TX
	 	 	76092	 	 	5/15/2000
	 	1/31/2011
	 	(***)†
	1559

	 	INDEPENDENCE CTR
	 	2035 INDEPENDENCE CENTER SP D04
	 	INDEPENDENCE
	 	MO
	 	 	64057	 	 	2/4/2003
	 	1/31/2014
	 	(***)†
	1560

	 	THE WOODLANDS
	 	1201 LAKE WOODLANDS DRIVE, SUITE 1015
	 	THE WOODLANDS
	 	TX
	 	 	77380	 	 	11/6/2001
	 	4/30/2012
	 	(***)†
	1561

	 	ZONA ROSA PLAZA
	 	7211 NW 86TH PLACE, SPACE #K199
	 	KANSAS CITY
	 	MO
	 	 	64153	 	 	2/17/2004
	 	1/31/2015
	 	(***)†
	1562

	 	FIREWHEEL TOWN CTR
	 	630 BEEBALM LANE, SUITE G-11
	 	GARLAND
	 	TX
	 	 	75045	 	 	6/2/2005
	 	1/31/2016
	 	(***)†
	1563

	 	THE CENTER AT POST OAK
	 	5000 WESTHEIMER, SPACE #112
	 	HOUSTON
	 	TX
	 	 	77056	 	 	12/15/2005
	 	2/29/2016
	 	(***)†








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.





116









 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	LEASE DATE	 	EXP DATE	 	(***)†
	1564

	 	PINNACLE HILLS PROMENADE
	 	2203 PROMENADE BLVD., SUITE 8150
	 	ROGERS
	 	AR
	 	 	72758	 	 	8/1/2006
	 	10/31/2016
	 	(***)†
	1565

	 	TOWN CENTER PLAZA
	 	5047 WEST 117th ST
	 	LEAWOOD
	 	KS
	 	 	66211	 	 	12/19/2006
	 	2/28/2017
	 	(***)†
	1566

	 	BATTLEFIELD MALL
	 	2825 S. GLENSTONE AVE.
	 	SPRINGFIELD
	 	MO
	 	 	65804	 	 	4/12/2007
	 	6/30/2017
	 	(***)†
	1601

	 	LAKELINE MALL
	 	11200 LAKELINE MALL DRIVE, SPACE #G03
	 	CEDAR PARK
	 	TX
	 	 	78613	 	 	3/5/2002
	 	1/31/2013
	 	(***)†
	1602

	 	BARTON CREEK SQ. MALL
	 	2901 CAPITAL OF TEXAS HIGHWAY
	 	AUSTIN
	 	TX
	 	 	37776	 	 	6/4/2003
	 	1/31/2014
	 	(***)†
	1603

	 	MEMORIAL CITY MALL
	 	560 MEMORIAL CITY MALL, GESNER ROAD AND

I-10
	 	HOUSTON
	 	TX
	 	 	77024	 	 	10/3/2002
	 	1/31/2013
	 	(***)†
	1607

	 	BRAES HEIGHTS SHOPPING CTR
	 	3825 BELLAIRE ROAD
	 	HOUSTON
	 	TX
	 	 	77025	 	 	10/12/1999
	 	7/31/2010
	 	(***)†
	1608

	 	TOWN AND COUNTRY VLG
	 	650 WEST BOUGH 110
	 	HOUSTON
	 	TX
	 	 	77024	 	 	1/31/2000
	 	5/31/2010
	 	(***)†
	1609

	 	THE SHOPS AT LA CANTERA
	 	15900 LA CANTERA PKWY., SUITE 9897
	 	SAN ANTONIO
	 	TX
	 	 	78256	 	 	8/1/2005
	 	9/30/2015
	 	(***)†
	1610

	 	HULEN MALL LIVINGSTON MALL
	 	4800 S. HULEN STREET
	 	FORT WORTH
	 	TX
	 	 	76132	 	 	6/13/2005
	 	7/31/2015
	 	(***)†
	1610A

	 	 (SUBLEASED)
	 	112 EISENHOWER PARKWAY
	 	LIVINGSTON
	 	NJ
	 	 	07039	 	 	2/9/1998
	 	12/31/2007
	 	(***)†
	1611

	 	ALGONQUIN COMMONS
	 	1636 S. RANDALL ROAD
	 	ALGONQUIN
	 	IL
	 	 	60102	 	 	6/1/2005
	 	8/31/2010
	 	(***)†
	1613

	 	GENEVA COMMONS
	 	1506 COMMONS DRIVE
	 	GENEVA
	 	IL
	 	 	60134	 	 	9/13/2005
	 	10/31/2010
	 	(***)†
	1614

	 	OAKBROOK SHOPPING CTR
	 	556 OAK BROOK CENTER
	 	OAK BROOK
	 	IL
	 	 	60523	 	 	2/17/2006
	 	4/30/2016
	 	(***)†
	1616

	 	EASTON COMMONS
	 	8542 HIGHWAY 6 NORTH
	 	HOUSTON
	 	TX
	 	 	77095	 	 	3/22/1996
	 	9/30/2007
	 	(***)†
	1626

	 	WOLFCHASE GALLERIA
	 	2760N GERMANTOWN PKWY.
	 	MEMPHIS
	 	TN
	 	 	38133	 	 	7/26/2002
	 	1/31/2013
	 	(***)†
	1627

	 	HICKORY HOLLOW MALL
	 	5252 HICKORY HOLLOW MALL, SUITE 1035
	 	ANTIOCH
	 	TN
	 	 	37013	 	 	10/10/2002
	 	6/30/2012
	 	(***)†
	1628

	 	OAK COURT MALL
	 	4465 POPLAR AVE., SUITE 216
	 	MEMPHIS
	 	TN
	 	 	38117	 	 	7/26/2002
	 	1/31/2013
	 	(***)†
	1630

	 	ALDERWOOD MALL
	 	3000 184TH STREET SW, SPACE #454
	 	LYNNWOOD
	 	WA
	 	 	98037	 	 	3/8/2002
	 	1/31/2013
	 	(***)†
	1651

	 	METROPOLIS MALL
	 	351 METROPOLIS MILE, Suite 110
	 	PLAINFIELD
	 	IN
	 	 	46168	 	 	2/6/2007
	 	3/31/2017
	 	(***)†
	1663

	 	LEHIGH VALLEY MALL
	 	237 LEHIGH VALLEY MALL
	 	WHITEHALL
	 	PA
	 	 	18052	 	 	10/19/2006
	 	2/28/2017
	 	(***)†
	1664

	 	THE STREETS OF CHESTER
	 	130 US ROUTE 206 SOUTH, SUITE 390
	 	CHESTER
	 	NJ
	 	 	07930	 	 	6/14/2006
	 	8/31/2011
	 	(***)†
	1668

	 	SOUTHDALE CENTER
	 	2915 SOUTHDALE CENTER
	 	EDINA
	 	MN
	 	 	55435	 	 	PENDING — NOT YET
EXECUTED
	 	 	 	(***)†
	1675

	 	EXTON SQUARE MALL
	 	215 EXTON SQUARE, SP# 2780
	 	EXTON
	 	PA
	 	 	19341	 	 	11/9/2000
	 	12/31/2010
	 	(***)†
	1676

	 	SPRINGFIELD MALL
	 	1250 BALTIMORE PIKE SUITE 26
	 	SPRINGFIELD
	 	PA
	 	 	19064	 	 	1/17/2002
	 	2/29/2012
	 	(***)†
	1679

	 	BELLEVUE SQUARE
	 	188 BELLEVUE SQUARE MALL
	 	BELLEVUE
	 	WA
	 	 	98004	 	 	9/14/1995
	 	9/30/2008
	 	(***)†
	1686

	 	BRANDON WESTFIELD SHOPPINGTOWN
	 	673 BRANDON TOWN CENTER
	 	BRANDON
	 	FL
	 	 	33511	 	 	4/13/2005
	 	1/31/2016
	 	(***)†
	1687

	 	CORAL SQUARE
	 	9149 W. ATLANTIC BLVD.
	 	CORAL SPRINGS
	 	FL
	 	 	33071	 	 	2/24/2005
	 	2/28/2015
	 	(***)†
	1688

	 	THE AVENUE VIERA
	 	2261 TOWN CENTER AVENUE, SUITE 145
	 	MELBOURNE
	 	FL
	 	 	32940	 	 	12/31/2005
	 	3/31/2016
	 	(***)†
	1689

	 	COCONUT POINT
	 	23191 FASHION DRIVE, Suite 115
	 	ESTERO
	 	FL
	 	 	33928	 	 	4/10/2006
	 	2/28/2017
	 	(***)†
	1690

	 	BROWARD MALL
	 	8000 W. BROWARD BLVD.
	 	PLANTATION
	 	FL
	 	 	33388	 	 	8/1/2001
	 	1/31/2016
	 	(***)†
	1695

	 	OXFORD VALLEY MALL
	 	2300 E. LINCOLN HIGHWAY, SPACE 1138
	 	LANGHORNE
	 	PA
	 	 	19047	 	 	4/5/2006
	 	5/31/2007
	 	(***)†
	1696

	 	ROSS PARK MALL
	 	1000 ROSS PARK MALL DRIVE, SPACE N04C
	 	PITTSBURGH
	 	PA
	 	 	15237	 	 	6/28/2005
	 	8/31/2015
	 	(***)†
	1697

	 	HAMILTON PLACE MALL
	 	130 HAMILTON PLACE MALL
	 	CHATTANOOGA
	 	TN
	 	 	37421	 	 	3/21/2007
	 	8/31/2012
	 	(***)†








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.





117









 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	LEASE DATE	 	EXP DATE	 	(***)†
	1698

	 	SHOPS AT SADDLE CREEK
	 	2055 WEST STREET, SPACE #12
	 	GERMANTOWN
	 	TN
	 	 	38138	 	 	12/10/2004
	 	2/28/2015
	 	(***)†
	1700

	 	PROMENADE SHOPS @ SAUCON VALLEY
	 	3060 CENTER VALLEY PKWY, SUITE 806
	 	CENTER VALLEY
	 	PA
	 	 	18034	 	 	9/12/2006
	 	10/31/2016
	 	(***)†
	1701

	 	THE MALL AT GREEN HILLS
	 	2126 ABBOTT MARTIN ROAD
	 	NASHVILLE
	 	TN
	 	 	37215	 	 	4/20/2006
	 	6/30/2016
	 	(***)†
	1703

	 	WALDEN GALLERIA
	 	L205 WALDEN GALLERIA
	 	BUFFALO
	 	NY
	 	 	14225	 	 	2/26/1999
	 	4/30/2009
	 	(***)†
	1704

	 	ANNAPOLIS MALL
	 	1370 ANNAPOLIS MALL, SPACE #120
	 	ANNAPOLIS
	 	MD
	 	 	21401	 	 	4/16/2003
	 	6/30/2013
	 	(***)†
	1706

	 	CARY VILLAGE SQ.
	 	657 CARY TOWNE BLVD
	 	CARY
	 	NC
	 	 	27511	 	 	3/5/1984
	 	4/30/2016
	 	(***)†
	1707

	 	SANTA ROSA PLAZA
	 	1030 SANTA ROSA PLAZA
	 	SANTA ROSA
	 	CA
	 	 	95401	 	 	5/24/2005
	 	1/31/2016
	 	(***)†
	1708

	 	ARDEN FAIR MALL
	 	1689 ARDEN WAY
	 	SACRAMENTO
	 	CA
	 	 	95815	 	 	8/31/1989
	 	12/31/2010
	 	(***)†
	1709

	 	THE BAY TERRACE
	 	212-47 26TH AVENUE
	 	BAYSIDE
	 	NY
	 	 	11360	 	 	1/30/2002
	 	3/31/2012
	 	(***)†
	1710

	 	GALLERIA AT CRYSTAL RUN
	 	1 GALLERIA DRIVE, SPACE C218
	 	WALLKILL
	 	NY
	 	 	10941	 	 	3/13/2002
	 	6/30/2012
	 	(***)†
	1711

	 	EASTVIEW MALL
	 	448 EASTVIEW MALL
	 	VICTOR
	 	NY
	 	 	14564	 	 	8/23/2002
	 	10/31/2012
	 	(***)†
	1712

	 	MAYFAIR SHOPPING CTR
	 	42 JERICHO TURNPIKE
	 	COMMACK
	 	NY
	 	 	11725	 	 	8/22/2005
	 	11/30/2005
	 	(***)†
	1713

	 	BROADWAY MALL
	 	663 BROADWAY MALL
	 	HICKSVILLE
	 	NY
	 	 	11801	 	 	9/26/2005
	 	1/31/2016
	 	(***)†
	1714

	 	NORTHLAKE MALL
	 	6801 NORTHLAKE MALL DRIVE, SP 113
	 	CHARLOTTE
	 	NC
	 	 	28216	 	 	7/1/2005
	 	9/30/2015
	 	(***)†
	1718

	 	PEMBROKE LAKES MALL
	 	11401 PINES BLVD
	 	PEMBROKE PINES
	 	FL
	 	 	33026	 	 	1/4/2002
	 	1/31/2013
	 	(***)†
	2017

	 	PARADISE VALLEY MALL
	 	4568 E. CACTUS ROAD, SUITE E14
	 	PHOENIX
	 	AZ
	 	 	85032	 	 	5/10/2001
	 	12/31/2011
	 	(***)†
	2022

	 	GLENDALE GALLERIA
	 	2240 GLENDALE GALLERIA
	 	GLENDALE
	 	CA
	 	 	91210	 	 	5/1/2002
	 	4/30/2012
	 	(***)†
	2024

	 	PLAZA BONITA
	 	3030 PLAZA BONITA RD, #2338
	 	NATIONAL CITY
	 	CA
	 	 	91950	 	 	7/21/2004
	 	6/30/2014
	 	(***)†
	2027

	 	MEADOWOOD MALL
	 	5118 MEADOWOOD MALL CIRCLE, SP B115
	 	RENO
	 	NV
	 	 	89502	 	 	8/19/2002
	 	9/30/2012
	 	(***)†
	2028

	 	ARROWHEAD TOWNE CTR
	 	7700 W. ARROWHEAD TOWNE CTR #1034
	 	GLENDALE
	 	AZ
	 	 	85308	 	 	10/26/2001
	 	1/31/2012
	 	(***)†
	2029

	 	UNIVERSITY TOWN CTR
	 	4505 LA JOLLA VILLAGE DRIVE, SUITE C-4
	 	SAN DIEGO
	 	CA
	 	 	92122	 	 	12/28/2001
	 	6/30/2012
	 	(***)†
	2036

	 	NORTH COUNTY FAIR
	 	200 E. VIA RANCHO PARKWAY, SUITE 355
	 	ESCONDIDO
	 	CA
	 	 	92025	 	 	6/11/2001
	 	5/31/2007
	 	(***)†
	2040

	 	DEL AMO FASHION CTR
	 	21534 HAWTHORNE BLVD., SPACE #13
	 	TORRANCE
	 	CA
	 	 	90503	 	 	1/30/1991
	 	1/31/2011
	 	(***)†
	2044

	 	GALLERIA AT TYLER
	 	1246 GALLERIA AT TYLER, SPACE G-9
	 	RIVERSIDE
	 	CA
	 	 	92503	 	 	3/28/2002
	 	6/30/2012
	 	(***)†
	2045

	 	LAKEWOOD CTR MALL
	 	32 LAKEWOOD CTR MALL
	 	LAKEWOOD
	 	CA
	 	 	90712	 	 	10/20/1977
	 	1/31/2009
	 	(***)†
	2048

	 	WASHINGTON SQ.
	 	9561 SW WASHINGTON SQ. RD.
	 	PORTLAND
	 	OR
	 	 	97223	 	 	11/8/1989
	 	1/31/2008
	 	(***)†
	2053

	 	FOX HILLS MALL
	 	249 FOX HILLS MALL
	 	CULVER CITY
	 	CA
	 	 	90230	 	 	2/11/2005
	 	6/30/2015
	 	(***)†
	2055

	 	CHANDLER FASHION CTR
	 	3111 WEST CHANDLER BLVD. SUITE 2432
	 	CHANDLER
	 	AZ
	 	 	85226	 	 	8/27/2001
	 	12/31/2011
	 	(***)†
	2057

	 	FRESNO FASHION FAIR
	 	553 EAST SHAW AVE.
	 	FRESNO
	 	CA
	 	 	93710	 	 	9/9/2003
	 	9/30/2013
	 	(***)†
	2065

	 	CLACKAMAS TOWN CTR
	 	12000 SOUTH EAST 82ND AVENUE
	 	PORTLAND
	 	OR
	 	 	97086	 	 	4/22/2002
	 	9/30/2012
	 	(***)†
	2067

	 	VALLEY FAIR SHOPPING CTR.
	 	2855 STEVENS CREEK BLVD, SPACE #1095
	 	SANTA CLARA
	 	CA
	 	 	95050	 	 	4/26/2007
	 	1/31/2013
	 	(***)†
	2077

	 	POLARIS FASHION PLACE
	 	1500 POLARIS PARKWAY
	 	COLUMBUS
	 	OH
	 	 	43240	 	 	7/—/2001
	 	10/31/2011
	 	(***)†
	2080

	 	BEACHWOOD MALL
	 	26300 CEDAR ROAD
	 	BEACHWOOD
	 	OH
	 	 	44122	 	 	8/20/1997
	 	9/30/2007
	 	(***)†
	2081

	 	TUCSON MALL
	 	4500 N. ORACLE ROAD, SPACE #128
	 	TUCSON
	 	AZ
	 	 	85705	 	 	9/28/2005
	 	2/29/2016
	 	(***)†
	2082

	 	MAIN PLACE/SANTA ANA
	 	2800 NORTH MAIN STREET, SUITE 848
	 	SANTA ANA
	 	CA
	 	 	92705	 	 	11/29/2001
	 	1/31/2012
	 	(***)†








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.





118









 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	LEASE DATE	 	EXP DATE	 	(***)†
	2083

	 	NORTHRIDGE FASHION CTR
	 	9301 TAMPA AVENUE
	 	NORTHRIDGE
	 	CA
	 	 	91324	 	 	7/21/2005
	 	9/30/2015
	 	(***)†
	2084

	 	SOLANO WESTFIELD SHOPPINGTOWN
	 	1350 TRAVIS BLVD.
	 	FAIRFIELD
	 	CA
	 	 	94533	 	 	 	 	MO-TO-MO
	 	(***)†
	2085

	 	SUNVALLEY MALL
	 	1 SUNVALLEY MALL
	 	CONCORD
	 	CA
	 	 	94520	 	 	 	 	MO-TO-MO
	 	(***)†
	2086

	 	THE MALL AT NORTHGATE
	 	8940 NORTHGATE MALL
	 	SAN RAFAEL
	 	CA
	 	 	94903	 	 	1/20/1998
	 	2/29/2008
	 	(***)†
	2087

	 	TUTTLE CROSSING
	 	5043 TUTTLE CROSSING BLVD., SUITE 131
	 	DUBLIN
	 	OH
	 	 	43016	 	 	2/2/2006
	 	4/30/2016
	 	(***)†
	2088

	 	TOPANGA WESTFIELD SHOPPINGTOWN
	 	6600 TOPANGA CANYON BLVD., SP# 1001B
	 	CANOGA PARK
	 	CA
	 	 	91303	 	 	6/27/2006
	 	6/30/2017
	 	(***)†
	2089

	 	GREAT LAKES MALL
	 	7850 MENTOR AVENUE, SUITE 1038
	 	MENTOR
	 	OH
	 	 	44060	 	 	12/23/2005
	 	2/29/2016
	 	(***)†
	2090

	 	DEERFIELD TOWNE CTR
	 	5215 DEERFIELD BLVD.
	 	MASON
	 	OH
	 	 	45040	 	 	1/24/2006
	 	4/30/2011
	 	(***)†
	2091

	 	WESTMINSTER MALL
	 	1064 WESTMINSTER MALL
	 	WESTMINSTER
	 	CA
	 	 	92683	 	 	3/8/2006
	 	1/31/2008
	 	(***)†
	2094

	 	SANTA ANITA MALL
	 	400 S. BALDWIN AVENUE, SPACE #B4
	 	ARCADIA
	 	CA
	 	 	91007	 	 	5/20/2002
	 	6/30/2012
	 	(***)†
	2095

	 	PROMENADE MALL AT TEMECULA
	 	40820 WINCHESTER ROAD, SPACE #1905
	 	TEMECULA
	 	CA
	 	 	92591	 	 	10/14/2002
	 	10/31/2012
	 	(***)†
	2096

	 	OAKRIDGE MALL
	 	925 A BLOSSOM HILL ROAD
	 	SAN JOSE
	 	CA
	 	 	95123	 	 	8/5/2003
	 	1/31/2014
	 	(***)†
	2097

	 	VICTORIA GARDENS
	 	12481 NORTH MAIN STREET , SPACE 3282
	 	RANCHO CUCAMONGA
	 	CA
	 	 	91739	 	 	9/8/2004
	 	10/31/2009
	 	(***)†
	2098

	 	SOUTH COAST PLAZA
	 	3333 BEAR STREET, SPACE #348
	 	COSTA MESA
	 	CA
	 	 	92626	 	 	5/31/2004
	 	1/31/2015
	 	(***)†
	2099

	 	PARK MEADOWS MALL
	 	8505 PARKS MEADOWS CTR DR, SP#2005
	 	LITTLETON
	 	CO
	 	 	80124	 	 	4/13/2004
	 	5/31/2014
	 	(***)†
	2100

	 	PROMENADE SHOPS @ DOS LAGOS
	 	2780 CABOT DR., SUITE 5-145
	 	CORONA
	 	CA
	 	 	92883	 	 	8/25/2006
	 	10/31/2016
	 	(***)†
	2101

	 	LEVIS COMMONS
	 	3199 LEVIS COMMONS BLVD.
	 	PERRYSBURG
	 	OH
	 	 	43551	 	 	7/8/2006
	 	9/30/2016
	 	(***)†
	2102

	 	THE GREENE
	 	55 CHESTNUT ST.
	 	BEAVER CREEK
	 	OH
	 	 	45440	 	 	1/15/2007
	 	1/31/2018
	 	(***)†
	2103

	 	LAUREL VILLAGE
	 	3555 CALIFORNIA STREET
	 	SAN FRANCISCO
	 	CA
	 	 	94118	 	 	4/13/2007
	 	5/31/2012
	 	(***)†
	3204

	 	SAUCOYN OUTLET: BANGOR
	 	83 FARM ROAD
	 	BANGOR
	 	ME
	 	 	04401	 	 	CORPORATE-OWNED

PROPERTY
	 	 	 	(***)†
	3210

	 	SAUCONY OUTLET: WRENTHAM
	 	1 PREMIUN OUTLETS BLVD., SUITE 555
	 	WRENTHAM
	 	MA
	 	 	02093	 	 	6/15/1999
	 	7/31/2009
	 	(***)†
	3214

	 	SAUCONY OUTLET: SILVER SANDS
	 	10562 W. EMERALD COAST PKWY., #99
	 	DESTIN
	 	FL
	 	 	32550	 	 	9/21/2000
	 	10/31/2010
	 	(***)†
	3215

	 	SAUCONY OUTLET: KITTERY
	 	318 US ROUTE 1, UNIT M140
	 	KITTERY
	 	ME
	 	 	03904	 	 	10/23/2000
	 	10/31/2010
	 	(***)†
	3218

	 	SAUCONY OUTLET: REHOBOTH OUTLETS
	 	36474 SEASIDE OUTLET DRIVE, SUITE 1560
	 	REHOBOTH BEACH
	 	DE
	 	 	19971	 	 	5/28/2002
	 	6/30/2007
	 	(***)†
	3220

	 	SAUCONY OUTLET: WOODBURY COMMONS
	 	615 BLUEBIRD COURT
	 	CENTRAL VALLEY
	 	NY
	 	 	10917	 	 	3/5/2003
	 	8/31/2007
	 	(***)†
	3221

	 	SAUCONY OUTLET: WILLIAMSBURG
	 	5699 RICHMOND ROAD, SPACE 36
	 	WILLIAMSBURG
	 	VA
	 	 	23188	 	 	3/7/2003
	 	4/30/2008
	 	(***)†
	3222

	 	SAUCONY OUTLET: MYRTLE BEACH
	 	10839 KINGS ROAD, SUITE 790
	 	MYRTLE BEACH
	 	SC
	 	 	29572	 	 	11/13/2002
	 	5/31/2007
	 	(***)†
	3224

	 	SAUCONY OUTLET: SAN MARCOS
	 	4015 INTERSTATE 35 SOUTH, SUITE 715
	 	SAN MARCOS
	 	TX
	 	 	78666	 	 	10/1/2003
	 	10/31/2008
	 	(***)†
	3226

	 	SAUCONY OUTLET : RIVERHEAD
	 	1302 TANGER MALL DRIVE
	 	RIVERHEAD
	 	NY
	 	 	11901	 	 	12/28/2003
	 	3/31/2009
	 	(***)†








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.





119









 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	LEASE DATE	 	EXP DATE	 	(***)†
	3229

	 	SAUCONY OUTLET: CAMBRIDGE
	 	1036 CAMBRIDGE STREET
	 	CAMBRIDGE
	 	MA
	 	 	02141	 	 	5/10/1995
	 	1/31/2010
	 	(***)†
	3230

	 	SAUCONY OUTLET: DANVERS/ENDICOTT

PLAZA
	 	139 ENDICOTT STREET
	 	DANVERS
	 	MA
	 	 	01923	 	 	3/2/2006
	 	4/30/2016
	 	(***)†
	4901

	 	MACY’S CHILDREN SHOE DEPT- Queens
	 	90-01 QUEENS BLVD.
	 	ELMHURST
	 	NY
	 	 	11373	 	 	10/15/2004

All under one agreement
	 	60 days’ notice
	 	(***)†
	4902

	 	MACY’S CHILDREN SHOE DEPT-Brooklyn
	 	422 FULTON STREET
	 	BROOKLYN
	 	NY
	 	 	11202	 	 	 	 	 	 	(***)†
	4903

	 	MACY’S CHILDREN SHOE DEPT- Herald
Square
	 	151 W. 34TH STREET, 7TH FLOOR
	 	NEW YORK
	 	NY
	 	 	10001	 	 	 	 	 	 	(***)†
	4906

	 	MACY’S CHILDREN SHOE DEPT-King’s
Plaza
	 	5400 AVE U
	 	BROOKLYN
	 	NY
	 	 	11234	 	 	 	 	 	 	(***)†
	4953

	 	MACY’S CHILDREN SHOE DEPT-
Roosevelt Field
	 	630 OLD COUNTRY ROAD
	 	GARDEN CITY
	 	NY
	 	 	11530	 	 	 	 	 	 	(***)†
	4975

	 	MACY’S CHILDREN SHOE DEPT-Garden
State
	 	GARDEN STATE PLAZA — Rt 4 & 17
	 	PARAMUS
	 	NJ
	 	 	07652	 	 	 	 	 	 	(***)†
	4981

	 	MACY’S CHILDREN SHOE
DEPT-Bridgewater
	 	400 COMMONS WAY
	 	BRIDGEWATER
	 	NJ
	 	 	08807	 	 	 	 	 	 	(***)†
	6001

	 	KITTERY OUTLET CTR
	 	340 ROUTE 1, SUITE 12
	 	KITTERY
	 	ME
	 	 	03904	 	 	11/4/1992
	 	12/31/2011
	 	(***)†
	6002

	 	SAN MARCOS FACTORY SHOPS
	 	3939 IH 35 SOUTH, SUITE 217
	 	SAN MARCOS
	 	TX
	 	 	78666	 	 	11/5/1993
	 	2/29/2008
	 	(***)†
	6003

	 	LAS VEGAS OUTLET CTR
	 	7400 SOUTH LAS VEGAS BLVD., STE. 28
	 	LAS VEGAS
	 	NV
	 	 	89123	 	 	10/18/1993
	 	4/30/2013
	 	(***)†
	6004

	 	PRIME OUTLETS ORLANDO
	 	5401 W. OAKRIDGE ROAD, SPACE #8
	 	ORLANDO
	 	FL
	 	 	32819	 	 	2/27/2007
	 	1/31/2010
	 	(***)†
	6009

	 	GILROY PREMIUM OUTLETS
	 	681 LEAVESLY RD., SUITE #60
	 	GILROY
	 	CA
	 	 	95020	 	 	9/14/2004
	 	8/31/2014
	 	(***)†
	6011

	 	N. GEORGIA PREMIUM OUTLET
	 	800 HWY, 400 S. #590
	 	DAWSONVILLE
	 	GA
	 	 	30534	 	 	9/22/1995
	 	5/31/2010
	 	(***)†
	6012

	 	OUTLETS AT ANTHEM
	 	4250 W. ANTHEM WAY
	 	ANTHEM
	 	AZ
	 	 	85086	 	 	10/1/2004
	 	11/30/2014
	 	(***)†
	6013

	 	AURORA FARMS OUTLETS
	 	549 S. CHILLICOTHE RD., ROUTE 43, #460
	 	AURORA
	 	OH
	 	 	44202	 	 	10/1/1994
	 	11/30/2008
	 	(***)†
	6014

	 	RIVIERA CTR STORES
	 	2601 S. MCKENZIE ST. #C-15
	 	FOLEY
	 	AL
	 	 	36535	 	 	2/8/1995
	 	3/31/2012
	 	(***)†
	6017

	 	ROCKVALE SQ. OUTLETS
	 	35 SOUTH WILLOWDALE DRIVE, SP #710
	 	LANCASTER
	 	PA
	 	 	17602	 	 	6/26/1995
	 	8/31/2010
	 	(***)†
	6018

	 	CROSSING FACTORY STORES
	 	1000 ROUTE 611, SUITE C-53
	 	TANNERSVILLE
	 	PA
	 	 	18372	 	 	3/29/1995
	 	11/30/2009
	 	(***)†
	6019

	 	PRIME OUTLETS @ PLEASANT PRAIRIE
	 	11211 120TH AVENUE, SUITE A007
	 	PLEASANT
 PRAIRIE
	 	WI
	 	 	53158	 	 	10/20/2001
	 	12/31/2011
	 	(***)†
	6020

	 	MYRTLE BEACH FACTORY SHOP
	 	4630 Factory Stores Blvd, A150
	 	MYRTLE BEACH
	 	SC
	 	 	29579	 	 	6/26/1995
	 	9/30/2008
	 	(***)†
	6021

	 	NIAGARA FALLS FACT OUTLET
	 	1872 MILITARY ROAD #109
	 	NIAGARA FALLS
	 	NY
	 	 	14304	 	 	8/14/1995
	 	MO-TO-MO
	 	(***)†
	6022

	 	RIVERHEAD OUTLET CTR
	 	1770 WEST MAIN STREET
	 	RIVERHEAD
	 	NY
	 	 	11901	 	 	2/17/1997
	 	5/31/2012
	 	(***)†
	6023

	 	SILVER SANDS FACTORY
	 	10406 EMERALD COAST PRWY W. #82
	 	DESTIN
	 	FL
	 	 	32550	 	 	6/16/1997
	 	9/30/2007
	 	(***)†
	6024

	 	WRENTHAM VILLAGE PREMIUM OUTLETS
	 	ONE PREMIUM OUTLETS BLVD., SP#192
	 	WRENTHAM
	 	MA
	 	 	02093	 	 	4/8/1998
	 	5/31/2012
	 	(***)†
	6025

	 	PRIME OUTLETS @ GROVE CITY
	 	INTERSECTION I-79 & RTE. 208, SP #1035
	 	GROVE CITY
	 	PA
	 	 	16127	 	 	4/30/1998
	 	5/31/2008
	 	(***)†
	6026

	 	CAROLINA FACTORY SHOPS
	 	845 FACTORY SHOPS BLVD.
	 	GAFFNEY
	 	SC
	 	 	29341	 	 	4/30/1998
	 	7/31/2012
	 	(***)†
	6027

	 	WOODBURY COMMONS PREM. OUTLET
	 	439 EVERGREEN COURT
	 	CENTRAL VALLEY
	 	NY
	 	 	10917	 	 	5/12/1998
	 	12/31/2008
	 	(***)†
	6028

	 	PRIME OUTLETS AT HAGERSTOWN
	 	620 PRIME OUTLET BLVD SPACE 620
	 	HAGERSTOWN
	 	MD
	 	 	21740	 	 	4/30/1998
	 	2/28/2013
	 	(***)†








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.





120









 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	LEASE DATE	 	EXP DATE	 	(***)†
	6029

	 	BELZ FACT. OUTLET WORLD
	 	500 BELZ OUTLET BLVD. SP 067
	 	ST. AUGUSTINE
	 	FL
	 	 	32095	 	 	4/5/1999
	 	7/31/2007
	 	(***)†
	6030

	 	TANGER OUTLET CTR
	 	800 TANGER BLVD., SUITE 506
	 	COMMERCE
	 	GA
	 	 	30529	 	 	3/10/2004
	 	4/30/2010
	 	(***)†
	6031

	 	PRIME OUTLETS @ WILLIAMSBURG
	 	5699-42 RICHMOND RD SP. A015
	 	WILLIAMSBURG
	 	VA
	 	 	23188	 	 	5/25/1999
	 	9/30/2009
	 	(***)†
	6032

	 	KATY MILLS OUTLET CTR
	 	5000 KATY MILLS CIRCLE, SPACE 626
	 	KATY
	 	TX
	 	 	77494	 	 	10/27/1999
	 	10/31/2009
	 	(***)†
	6033

	 	OPRY MILLS OUTLET CTR
	 	307 OPRY MILLS DRIVE
	 	NASHVILLE
	 	TN
	 	 	37214	 	 	12/20/1999
	 	5/31/2010
	 	(***)†
	6034

	 	ORLANDO PREMIUM OUTLET
	 	8200 VINELAND AVENUE, UNIT 910
	 	ORLANDO
	 	FL
	 	 	32821	 	 	10/29/1999
	 	5/31/2014
	 	(***)†
	6035

	 	FOLSOM PREMIUM OUTLETS
	 	13000 FOLSOM BLVD. SPACE #1400
	 	FOLSOM
	 	CA
	 	 	95630	 	 	1/17/2000
	 	4/30/2010
	 	(***)†
	6036

	 	CAMARILLO PREMIUM OUTLETS
	 	950 CAMARILLO CENTER DR., SUITE #924
	 	CAMARILLO
	 	CA
	 	 	93010	 	 	1/17/2000
	 	3/31/2010
	 	(***)†
	6037

	 	REHOBOTH OUTLETS
	 	36474 SEASIDE OUTLET DRIVE, SUITE 1570
	 	REHOBOTH BEACH
	 	DE
	 	 	19971	 	 	5/22/2000
	 	9/30/2010
	 	(***)†
	6038

	 	CARLSBAD COMPANY STORES
	 	5630 PASEO DEL NORTE, SUITE 120
	 	CARLSBAD
	 	CA
	 	 	92008	 	 	7/12/2000
	 	8/31/2012
	 	(***)†
	6039

	 	ONTARIO MILLS
	 	1 MILLS CIRCLE, #629
	 	ONTARIO
	 	CA
	 	 	91764	 	 	5/16/2000
	 	5/31/2010
	 	(***)†
	6041

	 	LIBERTY VILLAGE PREMIUM OUTLET
	 	69 LIBERTY VILLAGE
	 	FLEMINGTON
	 	NJ
	 	 	08822	 	 	6/7/2000
	 	6/30/2010
	 	(***)†
	6042

	 	ARUNDEL MILLS
	 	7000 ARUNDEL MILLS CIRCLE, SP. # 252
	 	HANOVER
	 	MD
	 	 	21076	 	 	7/10/2000
	 	11/30/2010
	 	(***)†
	6043

	 	JERSEY GARDEN MALL
	 	651 KAPOWSKI ROAD, SUITE 2004
	 	ELIZABETH
	 	NJ
	 	 	07201	 	 	12/28/2000
	 	1/31/2011
	 	(***)†
	6044

	 	POTOMAC MILLS
	 	2700 POTOMAC MILLS CIRCLE, SP #828
	 	WOODBRIDGE
	 	VA
	 	 	22192	 	 	12/4/2000
	 	12/31/2010
	 	(***)†
	6045

	 	TANGER OUTLET CTR. @ FIVE OAKS
	 	1645 PARKWAY, SUITE #670
	 	SEVIERVILLE
	 	TN
	 	 	37862	 	 	10/17/2000
	 	11/30/2010
	 	(***)†
	6046

	 	HILTON HEAD FACTORY STORES
	 	1414 FORDING ISLAND ROAD, SUITE C110
	 	BLUFFTON
	 	SC
	 	 	29910	 	 	12/19/2000
	 	9/30/2011
	 	(***)†
	6047

	 	DESERT HILLS PREMIUM OUTLETS
	 	48650 SEMINOLE DRIVE, SUITE 167
	 	CABAZON
	 	CA
	 	 	92230	 	 	7/19/2001
	 	8/31/2011
	 	(***)†
	6049

	 	PRIME OUTLETS @ GULFPORT
	 	10610 FACTORY SHOPS BLVD.
	 	GULFPORT
	 	MS
	 	 	39503	 	 	4/24/2001
	 	12/31/2007
	 	(***)†
	6050

	 	LAS AMERICAS
	 	4201 CAMINO DE LA PLAZA, SUITE 118
	 	SAN YSIDRO
	 	CA
	 	 	92173	 	 	8/31/2005
	 	11/30/2011
	 	(***)†
	6051

	 	DISCOVER MILLS
	 	5900 SUGARLOAF PARKWAY, SPACE 577
	 	LAWRENCEVILLE
	 	GA
	 	 	30043	 	 	7/20/2001
	 	11/30/2011
	 	(***)†
	6052

	 	WATERLOO PREMIUM OUTLET
	 	655 ROUTE 318, SUITE A009
	 	WATERLOO
	 	NY
	 	 	13165	 	 	7/19/2001
	 	9/30/2011
	 	(***)†
	6053

	 	LAS VEGAS PREMIUM OUTLET
	 	855 S. GRAND CENTRAL PARKWAY, #1895
	 	LAS VEGAS
	 	NV
	 	 	89106	 	 	7/3/2002
	 	8/31/2013
	 	(***)†
	6054

	 	LIGHTHOUSE PLACE PREM. OUTLET
	 	821 LIGHTHOUSE PLACE
	 	MICHIGAN CITY
	 	IN
	 	 	46360	 	 	11/27/2001
	 	12/31/2011
	 	(***)†
	6055

	 	SAWGRASS MILLS
	 	12801 WEST SUNRISE BLVD., SUITE 885
	 	SUNRISE
	 	FL
	 	 	33323	 	 	10/30/2001
	 	1/31/2012
	 	(***)†
	6056

	 	CONCORD MILLS
	 	8111 CONCORD MILLS BLVD., SUITE 622
	 	CONCORD
	 	NC
	 	 	28027	 	 	10/30/2001
	 	12/31/2011
	 	(***)†
	6057

	 	ARIZONA MILLS
	 	5000 ARIZONA MILLS CIRCLE, SUITE 269
	 	TEMPE
	 	AZ
	 	 	85282	 	 	2/11/2002
	 	2/29/2012
	 	(***)†
	6058

	 	NORTH BEND PREMIUM OUTLETS
	 	561 SOUTH FORK AVE. SW, SUITE 3A
	 	NORTH BEND
	 	WA
	 	 	98045	 	 	1/29/2002
	 	4/30/2012
	 	(***)†
	6059

	 	CAROLINA PREMIUM OUTLETS
	 	1025 INDUSTRIAL PARK DR STE 240-S. RITE
	 	SMITHFIELD
	 	NC
	 	 	27577	 	 	1/29/2002
	 	2/29/2012
	 	(***)†
	6060

	 	PETALUMA VILLAGE PREM. OUTLET
	 	2200 PETALUMA BLVD. NORTH, SUITE 515
	 	PETALUMA
	 	CA
	 	 	94952	 	 	1/15/2002
	 	3/31/2012
	 	(***)†
	6061

	 	PRIME OUTLETS AT CASTLE ROCK
	 	5050 FACTORY SHOPS BLVD. SUITE 180
	 	CASTLE ROCK
	 	CO
	 	 	80108	 	 	11/20/2001
	 	MO-TO-MO
	 	(***)†
	6062

	 	WOODBURN COMPANY STORES
	 	1001 ARNEY ROAD, SUITE 417
	 	WOODBURN
	 	OR
	 	 	97071	 	 	1/24/2002
	 	3/31/2012
	 	(***)†








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.





121









 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	LEASE DATE	 	 	EXP DATE	 	(***)†
	6063

	 	MIROMAR OUTLET
	 	10801 CORKSCREW ROAD, SPACE #139
	 	ESTERO
	 	FL
	 	 	33928	 	 	3/20/2002
	 	 	4/30/2012	 	 	(***)†
	6064

	 	FACTORY STORES AT PARK CITY
	 	6699 NORTH LANDMARK DRIVE, SP #A110
	 	PARK CITY
	 	UT
	 	 	84098	 	 	4/2/2002
	 	 	9/30/2007	 	 	(***)†
	6066

	 	PRIME OUTLETS AT BIRCH RUN
	 	12156 SOUTH BEYER ROAD, SPACE #V15
	 	BIRCH RUN
	 	MI
	 	 	48415	 	 	7/10/2002
	 	 	8/31/2012	 	 	(***)†
	6067

	 	PRIME OUTLETS AT JEFFERSONVILLE
	 	8535 FACTORY SHOPS BLVD. SP#535
	 	JEFFERSONVILLE
	 	OH
	 	 	43128	 	 	7/10/2002
	 	 	8/31/2012	 	 	(***)†
	6068

	 	COLORADO MILLS
	 	14500 W. COLFAX AVENUE, SPACE #507
	 	LAKEWOOD
	 	CO
	 	 	80401	 	 	6/20/2002
	 	 	11/30/2012	 	 	(***)†
	6069

	 	SEATTLE PREMIUM OUTLETS
	 	10600 QUIL CEDA BLVD., SPACE #648
	 	TULALIP
	 	WA
	 	 	98271	 	 	11/17/2004
	 	 	5/31/2015	 	 	(***)†
	6070

	 	OUTLETS AT ALBERTVILLE
	 	6415 LABEAUX AVENUE NE, SPACE A150
	 	ALBERTVILLE
	 	MN
	 	 	55301	 	 	3/10/2004
	 	 	4/30/2014	 	 	(***)†
	6071

	 	JACKSON PREMIUM OUTLET
	 	537 MONMOUTH ROAD, SPACE #302
	 	JACKSON
	 	NJ
	 	 	08527	 	 	3/10/2004
	 	 	4/30/2014	 	 	(***)†
	6072

	 	EDINBURGH PREMIUM OUTLET
	 	3020 OUTLET DRIVE
	 	EDINBURGH
	 	IN
	 	 	46124	 	 	3/10/2004
	 	 	7/31/2014	 	 	(***)†
	6073

	 	TANGER OUTLET CTR
	 	10835 KINGS ROAD, SPACE #270
	 	MYRTLE BEACH
	 	SC
	 	 	29572	 	 	2/20/2004
	 	 	2/29/2008	 	 	(***)†
	6074

	 	ELLENTON OUTLET
	 	5241 Factory Shops Blvd., Space #730
	 	ELLENTON
	 	FL
	 	 	34222	 	 	3/25/2004
	 	 	7/31/2014	 	 	(***)†
	6075

	 	TANGER OUTLET CTR: HOWELL
	 	1475 N. BURKHART ROAD, SUITE F110
	 	HOWELL
	 	MI
	 	 	48843	 	 	2/16/2005
	 	 	2/28/2009	 	 	(***)†
	6078

	 	HORIZON OUTLET CTR — TULARE
	 	1689 RETHERFORD STREET, SPACE #A020
	 	TULARE
	 	CA
	 	 	93274	 	 	3/9/2005
	 	 	4/30/2010	 	 	(***)†
	6079

	 	TANGER OUTLET CTR: TILTON
	 	120 LACONIA DRIVE
	 	TILTON
	 	NH
	 	 	03276	 	 	5/30/2006
	 	 	6/30/2010	 	 	(***)†
	6080

	 	SHOPPES AT BLACKSTONE VALLEY
	 	ROUTE 146 SOUTH & ROUTE 122A, SP 303
	 	MILLBURY
	 	MA
	 	 	01527	 	 	4/5/2004
	 	 	5/31/2014	 	 	(***)†
	6081

	 	LAKE SUCCESS SHOPPING CTR
	 	1472 UNION TURNPIKE
	 	NEW HYDE PARK
	 	NY
	 	 	11040	 	 	7/29/2004
	 	 	10/31/2014	 	 	(***)†
	6082

	 	TANGER OUTLET CTR: LOCUST GROVE
	 	1000 TANGER DRIVE
	 	LOCUST GROVE
	 	GA
	 	 	30248	 	 	6/29/2005
	 	 	8/31/2009	 	 	(***)†
	6083

	 	GREAT MALL
	 	447 GREAT MALL DRIVE, SPACE #488
	 	MILPITAS
	 	CA
	 	 	95035	 	 	11/15/2005
	 	 	2/29/2016	 	 	(***)†
	6084

	 	TANGER OUTLET CTR
	 	314 FLAT ROCK PLACE, SPACE C130
	 	WESTBROOK
	 	CT
	 	 	06498	 	 	10/18/2005
	 	 	3/31/2016	 	 	(***)†
	6085

	 	CHARLESTON
	 	4840 TANGER OUTLET BLVD., SUITE 721
	 	NORTH CHARLESTON
	 	SC
	 	 	29418	 	 	10/18/2005
	 	 	8/31/2016	 	 	(***)†
	6086

	 	ROUND ROCK PREMIUM OUTLETS
	 	4401 NO. IH 35, SUITE 709
	 	ROUND ROCK
	 	TX
	 	 	78664	 	 	11/23/2005
	 	 	8/31/2016	 	 	(***)†
	6087

	 	RIO GRANDE PREMIUM OUTLET
	 	5001 EAST EXPRESSWAY 83, SUITE 421
	 	MERCEDES
	 	TX
	 	 	78570	 	 	11/23/2005
	 	 	11/30/2016	 	 	(***)†
	6088

	 	THE DELLS
	 	210 GASSER ROAD, SUITE 331
	 	BARABOO
	 	WI
	 	 	53913	 	 	11/17/2005
	 	 	7/31/2016	 	 	(***)†
	6089

	 	LEESBURG CORNER PREMIUM OUTLETS
	 	241 EVANS ROAD NE, SUITE 677
	 	LEESBURG
	 	VA
	 	 	20176	 	 	11/23/2005
	 	 	3/31/2016	 	 	(***)†
	6090

	 	VACAVILLE PREMIUM OUTLET
	 	101 NUT TREE ROAD, SUITE D
	 	VACAVILLE
	 	CA
	 	 	95687	 	 	4/24/2007
	 	 	5/31/2017	 	 	(***)†
	6091

	 	LOUISIANA BOARDWALK
	 	520 BOARDWALK PLAZA
	 	BOSSIER CITY
	 	LA
	 	 	71111	 	 	9/15/2006
	 	 	11/30/2016	 	 	(***)†
	6093

	 	TANGER OUTLET LINCOLN CITY
	 	1500 SE DEVILS LAKE ROAD, SUITE 108
	 	LINCOLN CITY
	 	OR
	 	 	97367	 	 	6/28/2006
	 	 	8/31/2010	 	 	(***)†
	6094

	 	PRIME OUTLET @ OSHKOSH
	 	3001 S. WASHBURN ST., A100
	 	OSHKOSH
	 	WI
	 	 	54904	 	 	8/22/2006
	 	 	9/30/2016	 	 	(***)†
	6095

	 	ALLEN PREMIUM OUTLETS
	 	820 W. STACY ROAD
	 	ALLEN
	 	TX
	 	 	75013	 	 	11/27/2006
	 	 	2/28/2017	 	 	(***)†
	6096

	 	PRIME OUTLETS AT QUEENSTOWN
	 	406 OUTLET CENTER DRIVE, Suite B035
	 	QUEENSTOWN
	 	MD
	 	 	21658	 	 	12/19/2006
	 	 	2/28/2017	 	 	(***)†
	6098

	 	SUN VALLEY FACTORY SHOPPES
	 	WOODROW BEAN TRANSMOUNTAIN RD & I-10
	 	EL PASO
	 	TX
	 	 	79901	 	 	12/18/2006
	 	 	2017	 	 	(***)†
	6099

	 	GONZALES MALL
	 	2400 TANGER BLVD., Suite 142
	 	GONZALES
	 	LA
	 	 	70737	 	 	11/14/2006
	 	 	2/28/2011	 	 	(***)†








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.





122









 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	 	LEASE DATE	 	EXP DATE	 	(***)†
	6100

	 	CENTRAL PLAZA
	 	2550 CENTRAL PARK AVENUE
	 	YONKERS
	 	NY
	 	 	10710	 	 	 	1/16/2007	 	 	6/30/2017
	 	(***)†
	6101

	 	ST. AUGUSTINE PREMIUM OUTLET
	 	2700 STATE ROAD 16, Suite 603
	 	ST. AUGUSTINE
	 	FL
	 	 	32092	 	 	 	1/23/2007	 	 	3/31/2017
	 	(***)†
	6102

	 	TANGER TUSCOLA OUTLET CENTER
	 	TUSCOLA BLVD E-100 SUITE 4060
	 	TUSCOLA
	 	IL
	 	 	61953	 	 	 	5/1/2007	 	 	6/30/2011
	 	(***)†
	6103

	 	ARSENAL MALL
	 	485 ARSENAL MALL
	 	WATERTOWN
	 	MA
	 	 	02472	 	 	 	2007	 	 	6/30/2017
	 	(***)†
	6104

	 	NORTH CONWAY
	 	SETTLER’S GREEN OUTLET VILLAGE, RT. 16
	 	NORTH CONWAY
	 	NH
	 	 	03860	 	 	 	1/27/2005	 	 	5/31/2010
	 	(***)†
	6105

	 	PRIME OUTLETS @ LEE
	 	50 WATER STREET, UNIT B030
	 	LEE
	 	MA
	 	 	01238	 	 	 	11/3/1998	 	 	9/30/2009
	 	(***)†
	7001

	 	NATICK MALL
	 	1245 WORCESTER ROAD, SPACE #2124
	 	NATICK
	 	MA
	 	 	01760	 	 	 	3/20/2000	 	 	4/30/2010
	 	(***)†
	7002

	 	STRIDE RITE MANHATTAN
	 	1241 LEXINGTON AVE.
	 	NEW YORK
	 	NY
	 	 	10028	 	 	 	8/8/1994	 	 	7/31/2008
	 	(***)†
	7004

	 	QUAKERBRIDGE MALL
	 	150 QUAKERBRIDGE ROAD SPCE G10+11
	 	LAWRENCEVILLE
	 	NJ
	 	 	08648	 	 	 	2/27/1996	 	 	7/31/2007
	 	(***)†






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stride Rite	 	 	 	 	 	 	 	 
	Owned Storage Facilities	 	 	 	 	 	 	 	 
	DC

	 	 	6001	 	 	Cane Run Road
	 	Louisville
	 	KY
	 	 	40241	 
	DC

	 	 	1515	 	 	Riverfork Drive West
	 	Huntington
	 	IN	 	 	 	 







123












 










Schedule E-2

Pool Locations




As of 08/07/2007




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Pool Address 1	 	Pool Address 2	 	City	 	State	 	 	Zip  
	 
	Pool

	 	FREIGHT SYSTEMS INC-KENT
	 	21818 76TH AVENUE SOUTH
	 	KENT
	 	WA
	 	 	98032	 
	Pool

	 	FREIGHT SYSTEMS INC
	 	11055 S.W. INDUSTRIAL WAY
	 	TUALATIN
	 	OR
	 	 	97062	 
	Pool

	 	PEPPERTREE WAREHOUSE
	 	30507 SAN ANTONIO ST
	 	HAYWARD
	 	CA
	 	 	94544	 
	Pool

	 	DYNAMEX INC.
	 	8331 DEMTRE AVENUE
	 	SACRAMENTO
	 	CA
	 	 	95828	 
	Pool

	 	RITCHIE TRUCKING
	 	2724 E.ANNADALE AVE
	 	FRESNO
	 	CA
	 	 	93706	 
	Pool

	 	TRI-MODAL #1
	 	2011 E CARSON STREET
	 	CARSON
	 	CA
	 	 	90810	 
	Pool

	 	TRI-MODAL #2
	 	2011 E CARSON STREET
	 	CARSON
	 	CA
	 	 	90810	 
	Pool

	 	LV/LA EXPRESS-SAN DIEGO
	 	8190 MIRALANI DRIVE
	 	SAN DIEGO
	 	CA
	 	 	92126	 
	Pool

	 	LV/LA EXPRESS-ONTARIO
	 	1000 S. CUCAMONGA AVE.
	 	ONTARIO
	 	CA
	 	 	91761	 
	Pool

	 	LV/LA EXPRESS — PHOENIX
	 	1511 S 47TH AVENUE, SUITE 300
	 	PHOENIX
	 	AZ
	 	 	85043	 
	Pool

	 	DATS TRUCKING INC.
	 	500 NORTH REDWOOD ROAD
	 	NORTH SALT LAKE CITY
	 	UT
	 	 	84054	 
	Pool

	 	YRC LOGISTICS-HENDERSON, CO.
	 	9801 E 102 AVENUE
	 	HENDERSON
	 	CO
	 	 	80640	 
	Pool

	 	LV/LA EXPRESS-ALBUQUERQUE
	 	8000 BLUEWATER NW UNIT E
	 	ALBUQUERQUE
	 	NM
	 	 	87121	 
	Pool

	 	EL PASO TERMINAL WAREHOUSE
	 	12415 ROJAS DR.
	 	EL PASO
	 	TX
	 	 	79927	 
	Pool

	 	TEXAS FREIGHTWAYS — S ANTONIO
	 	8165 BRACKEN CREEK DR
	 	SAN ANTONIO
	 	TX
	 	 	78266	 
	Pool

	 	YRC LOGISTICS-HOUSTON
	 	7350 ROUND HOUSE LANE
	 	HOUSTON
	 	TX
	 	 	77078	 
	Pool

	 	YRC LOGISTICS-DALLAS
	 	1717 WEST AIRFIELD DRIVE
	 	DALLAS
	 	TX
	 	 	75261	 
	Pool

	 	USA CARRIERS TULSA
	 	4352 S 91ST E. AVE SUITE A
	 	TULSA
	 	OK
	 	 	74145	 
	Pool

	 	PANAMA TRANSFER
	 	600 LASALLE / 110 MAIN ST
	 	PANAMA
	 	IA
	 	 	51562	 
	Pool

	 	FREIGHTMASTERS
	 	3703 KENNEBECK DRIVE
	 	EAGAN
	 	MN
	 	 	55122	 
	Pool

	 	DOHRN TRANSFER COMPANY
	 	625 THIRD AVENUE
	 	ROCK ISLAND
	 	IL
	 	 	61201	 
	Pool

	 	YRC LOGISTICS-KCKS
	 	431 SOUTH RIVER PARK DRIVE
	 	KANSAS CITY
	 	KS
	 	 	66105	 
	Pool

	 	MAGNOLIA DIST — MEMPHIS
	 	4500 DISTRAPLEX COVE
	 	MEMPHIS
	 	TN
	 	 	38118	 
	Pool

	 	MAGNOLIA DIST — PORT ALLEN
	 	1000 LEBLANC RD
	 	PORT ALLEN
	 	LA
	 	 	70767	 
	Pool

	 	SPECIAL DISPATCH — ST LOUIS
	 	5830 FEE FEE ROAD
	 	HAZELWOOD
	 	MO
	 	 	63042	 
	Pool

	 	DEMAR LOGISTICS — POOL 46
	 	376 LIES ROAD
	 	CAROL STREAM
	 	IL
	 	 	60188	 
	Pool

	 	PRIORITY SERVICES-POOL 47
	 	1000 N VILLA AVENUE
	 	VILLA PARK
	 	IL
	 	 	60181	 
	Pool

	 	TAX AIR FREIGHT #49
	 	5975 S HOWELL AVE, PO BOX 070911
	 	MILWAUKEE
	 	WI
	 	 	53207	 
	Pool

	 	ADVANCED DISTRIBUTION SERVICES
	 	4578 DIVISION AVE
	 	WAYLAND
	 	MI
	 	 	49348	 
	Pool

	 	ANN ARBOR DISTRIBUTION
	 	1942 MCGREGOR ROAD
	 	YPSILANTI
	 	MI
	 	 	48198	 
	Pool

	 	SODREL LOGISTICS — POOL #52
	 	1310 SOUTH WEST STREET
	 	INDIANAPOLIS
	 	IN
	 	 	46225	 
	Pool

	 	CPS DELIVERY SYSTEMS PP53
	 	3000 ROHR ROAD
	 	GROVEPORT
	 	OH
	 	 	43125	 
	Pool

	 	SERVICE EXPRESS-ATLANTA
	 	3515 NATURALLY FRESH BLVD STE 510
	 	ATLANTA
	 	GA
	 	 	30349	 






124









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Pool Address 1	 	Pool Address 2	 	City	 	State	 	 	Zip
	 
	Pool

	 	GENERAL TRANSPORT SERVICE/#55
	 	4300 S FRONTAGE ROAD
	 	LAKELAND
	 	FL
	 	 	33815	 
	Pool

	 	GENERAL TRANSPORT SERVICE/#56
	 	4300 S FRONTAGE ROAD
	 	LAKELAND
	 	FL
	 	 	33815	 
	Pool

	 	CAPITAL CORPORATION MIAMI 57
	 	3560 NW 72ND AVE
	 	MIAMI
	 	FL
	 	 	33172	 
	Pool

	 	TRANSCOR — MIAMI #58
	 	1120 NW 165TH STREET
	 	MIAMI
	 	FL
	 	 	33169	 
	Pool

	 	TRANSCOR — MIAMI #59
	 	1120 NW 165 STREET
	 	MIAMI
	 	FL
	 	 	33169	 
	Pool

	 	SERVICE EXPRESS PP#60
	 	10335-A RIDGE CREEK DRIVE
	 	CHARLOTTE
	 	NC
	 	 	28273	 
	Pool

	 	CPS-PP61
	 	5676 INNOVATION DRIVE
	 	VALLEY CITY
	 	OH
	 	 	44280	 
	Pool

	 	CPS- PP62
	 	800 BRICKWORKS DRIVE
	 	LEETSDALE
	 	PA
	 	 	15056	 
	Pool

	 	TIME CRITICAL FREIGHT #64
	 	7463 NEW RIDGE ROAD
	 	HANOVER
	 	MD
	 	 	21076	 
	Pool

	 	NORDOL POOL 65
	 	560 INDUSTRIAL DRIVE
	 	ORWIGSBURG
	 	PA
	 	 	17961	 
	Pool

	 	TRANSCOR POOL 66
	 	4301 WISSAHICKON AVE
	 	PHILADELPHIA
	 	PA
	 	 	19129	 
	Pool

	 	SELECTIVE TRANS. CORP. — PP68
	 	19 CROWS MILL ROAD
	 	KEASBEY
	 	NJ
	 	 	8832	 
	Pool

	 	SELECTIVE-FASHION LAB/HIGH VOL
	 	19 CROWS MILL ROAD
	 	KEASBEY
	 	NJ
	 	 	8832	 






125









 










Schedule P-1

Permitted Liens





	1.	 	Liens incurred pursuant to that certain Term Loan Agreement to be dated August 17, 2007 among
Collective Brands Finance, Inc., various Lenders (as defined in the Loan Agreement) and
Citicorp North America, Inc. as the Administrative Agent and Collateral Agent and the other
Loan Document executed in connection therewith.
	 
	2.	 	The City of Topeka has liens in certain real and personal property interests of Payless
ShoeSource, Inc. and Payless ShoeSource Distribution, Inc. at the Payless ShoeSource corporate
headquarters (3231 SE Sixth Ave., Topeka, KS 66607) and the Topeka distribution center (5040
Northwest Highway 24, Topeka, KS 66618). These liens are a result of Industrial Revenue Bonds
that were issued by the City of Topeka to Payless ShoeSource, Inc. and Payless ShoeSource
Distribution, Inc. All of the outstanding Industrial Revenue Bonds, however, are owned by
Collective Brands Finance, Inc. Upon repayment of the Bonds by Payless ShoeSource, Inc. and
Payless ShoeSource Distribution, Inc. to Collective Brands Finance, Inc., the liens will be
released upon payment of a nominal amount (e.g., $100) to the City of Topeka.
	 
	3.	 	Collective Brands, Inc.’s international subsidiaries currently have outstanding liens on
certain bank accounts securing an equal amount of indebtedness. From time-to-time, as part of
the ordinary course of business, international subsidiaries will enter into loan agreements
secured by an equal amount of cash to more efficiently operate their business.
	 
	4.	 	As security for existing and future indebtedness and obligations of the Borrower, to
Expeditors International of Washington, Inc. (“Expeditors”), including claims for charges,
expenses or advances incurred by Expeditors in connection with any shipment or transaction of
the Borrower, the Borrower has granted to Expeditors a continuing lien and security interest
in any and all property of the Borrower (including goods and documents relating thereto) in
the possession of Expeditors.
	 
	5.	 	Numerous liens by Payless ShoeSource, Inc. (MO) and Collective Brands, Inc. (f/k/a Payless
ShoeSource, Inc. (DE)) in favor of IOS Capital, LLC





Collective Brands, Inc. (f/k/a Payless ShoeSource, Inc. (DE))




	 	 	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	DE-Secretary of State

	 	 	32399999	 	 	09/16/03
	 	UCC
	 	IOS Capital, LLC
	 	The terms “Debtor” and “Secured Party” shall mean
“Lessor” and “Lessee”, respectively. This financial
statement covers the following types (or items) of
property: All equipment now or hereafter leased in an
equipment leasing transaction in connection with that
certain Schedule No.
1005350-150664AQ to that certain
Master Agreement No.






126









 








Collective Brands, Inc. (f/k/a Payless ShoeSource, Inc. (DE))



	 	 	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	 

	 	 	 	 	 	 	 	 	 	 	 	150664 (“Lease”), as amended from
time to time, between IOS Capital, LLC as lessor, and
the above referenced Lessee/Debtor, including without
limit, the equipment listed below, and all additions,
improvements, attachments, accessories, accessions,
upgrades and replacements related thereto, and any and
all substitutions or exchanges, and any and all
products, insurance and/or other proceeds (cash and
non-cash) therefrom...
	 
	DE-Secretary of State

	 	 	32729377	 	 	10/08/03
	 	UCC
	 	IOS Capital
	 	The terms “Debtor” and “Secured Party” shall mean
“Lessor” and “Lessee”, respectively. This financial
statement covers the following types (or items) of
property: All equipment now or hereafter leased in an
equipment leasing transaction in connection with that
certain Master Agreement No. see below. Product Schedule
No./Agreement No. see below (“Lease”), as amended from
time to time, between IOS Capital, LLC as lessor, and
the above referenced Lessee/Debtor, including without
limit, the equipment listed below, and all additions,
improvements, attachments, accessories, accessions,
upgrades and replacements related thereto, and any and
all substitutions or exchanges, and any and all
products, insurance and/or other proceeds (cash and
non-cash) there from.
	 
	DE-Secretary of State

	 	 	32729468	 	 	10/08/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	32731639	 	 	10/08/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	32762188	 	 	10/14/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	32762402	 	 	10/14/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






127









 








Collective Brands, Inc. (f/k/a Payless ShoeSource, Inc. (DE))



	 	 	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	DE-Secretary of State

	 	 	32764036	 	 	10/14/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	32764192	 	 	10/14/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	32764283	 	 	10/14/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	33119149	 	 	11/19/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40389363	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	The terms “Debtor” and “Secured Party” shall mean
“Lessor” and “Lessee”, respectively. This financial
statement covers the following types (or items) of
property: All equipment now or hereafter leased in an
equipment leasing transaction in connection with that
certain Master Agreement No. see below. Product Schedule
No./Agreement No. see below (“Lease”), as amended from
time to time, between IOS Capital, LLC as lessor, and
the above referenced Lessee/Debtor, including without
limit, the equipment listed below, and all additions,
improvements, attachments, accessories, accessions,
upgrades and replacements related thereto, and any and
all substitutions or exchanges, and any and all
products, insurance and/or other proceeds (cash and
non-cash) there from...
	 
	DE-Secretary of State

	 	 	40389454	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40389520	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40389595	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






128









 








Collective Brands, Inc. (f/k/a Payless ShoeSource, Inc. (DE))



	 	 	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	DE-Secretary of State

	 	 	40391310	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40391369	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40391443	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40391633	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392060	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392243	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392276	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392318	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392383	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392466	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392508	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392557	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392581	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






129









 








Collective Brands, Inc. (f/k/a Payless ShoeSource, Inc. (DE))



	 	 	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	DE-Secretary of State

	 	 	40392607	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392664	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392680	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392722	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392771	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392920	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40392946	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40394819	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40394934	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40394967	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40394991	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40395170	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	40395188	 	 	01/22/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






130









 







Collective Brands, Inc. (f/k/a Payless ShoeSource, Inc. (DE))



	 	 	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	DE-Secretary of State

	 	 	40565574	 	 	02/19/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41133935	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41133950	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41133992	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41134032	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41134057	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41134081	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41134115	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41134149	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41134164	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41134172	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41134222	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41134305	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






131









 







Collective Brands, Inc. (f/k/a Payless ShoeSource, Inc. (DE))



	 	 	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	DE-Secretary of State

	 	 	41137258	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41137274	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41137282	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41137308	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41138884	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140062	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140088	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140096	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140146	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140393	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140427	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140450	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140476	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






132









 







Collective Brands, Inc. (f/k/a Payless ShoeSource, Inc. (DE))



	 	 	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	DE-Secretary of State

	 	 	41140484	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’

	 
	DE-Secretary of State

	 	 	41140831	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140864	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140880	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140906	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140914	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140948	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41140963	 	 	04/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41145756	 	 	04/08/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41145798	 	 	04/08/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41352428	 	 	04/28/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41366543	 	 	04/03/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41599671	 	 	05/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






133









 







Collective Brands, Inc. (f/k/a Payless ShoeSource, Inc. (DE))



	 	 	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	DE-Secretary of State

	 	 	41599721	 	 	05/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	41933334	 	 	07/07/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42726752	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42728576	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42728790	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42728832	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42728881	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42728980	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729152	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729160	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729343	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729384	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729418	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






134









 







Collective Brands, Inc. (f/k/a Payless ShoeSource, Inc. (DE))



	 	 	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	DE-Secretary of State

	 	 	42729434	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729475	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729509	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729517	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729541	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729574	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729590	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729632	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729665	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729699	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729707	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729749	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42729756	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






135









 







Collective Brands, Inc. (f/k/a Payless ShoeSource, Inc. (DE))



	 	 	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	DE-Secretary of State

	 	 	42729772	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42730432	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42730549	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42730606	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42730812	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42730838	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42730879	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42730978	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42730994	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42731356	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42731380	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42731398	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42731414	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






136









 







Collective Brands, Inc. (f/k/a Payless ShoeSource, Inc. (DE))



	 	 	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	DE-Secretary of State

	 	 	42731430	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42731463	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42731471	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42731489	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42731497	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	DE-Secretary of State

	 	 	42731539	 	 	09/21/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






Payless ShoeSource, Inc. (MO)




	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	MO-Secretary of State

	 	20030128941A
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	The terms “Debtor” and “Secured Party” shall mean
“Lessor” and “Lessee”, respectively. This financial
statement covers the following types (or items) of
property: All equipment now or hereafter leased in an
equipment leasing transaction in connection with that
certain Master Agreement No. see below. Product Schedule
No./Agreement No. see below (“Lease”), as amended from
time to time, between IOS Capital, LLC as lessor, and
the above referenced Lessee/Debtor, including without
limit, the equipment listed below, and all additions,
improvements, attachments, accessories, accessions,
upgrades and replacements related






137









 







Payless ShoeSource, Inc. (MO)




	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	 

	 	 	 	 	 	 	 	 	 	thereto, and any and
all substitutions or exchanges, and any and all
products, insurance and/or other proceeds (cash and
non-cash) there from.
	 
	MO-Secretary of State

	 	20030128949K
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128946G
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128952C
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128960B
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128951B
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128955G
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128939J
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128961C
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128959M
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128947H
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128963F
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128954F
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






138









 







Payless ShoeSource, Inc. (MO)




	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	MO-Secretary of State

	 	20030128958K
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128953E
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128962E
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128957J
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128965H
	 	12/16/03
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20030128940M
	 	12/16/03
	 	UCC
	 	IOS Capital	 	 
	 
	MO-Secretary of State

	 	20030128956H
	 	12/16/03
	 	UCC
	 	IOS Capital	 	 
	 
	MO-Secretary of State

	 	20040094227A
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	The terms “Debtor” and “Secured Party” shall mean
“Lessor” and “Lessee”, respectively. This financial
statement covers the following types (or items) of
property: All equipment now or hereafter leased in an
equipment leasing transaction in connection with that
certain Master Agreement No. see below. Product Schedule
No./Agreement No. see below (“Lease”), as amended from
time to time, between IOS Capital, LLC as lessor, and
the above referenced Lessee/Debtor, including without
limit, the equipment listed below, and all additions,
improvements, attachments, accessories, accessions,
upgrades and replacements related thereto, and any and
all substitutions or exchanges, and any and all
products, insurance and/or other proceeds (cash and
non-cash) there from...






139









 







Payless ShoeSource, Inc. (MO)




	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	MO-Secretary of State

	 	20040094277G
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094144K
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094258F
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094273B
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094225K
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094224J
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094231G
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094222G
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094251J
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094229C
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094266E
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094272A
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094143J
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






140









 







Payless ShoeSource, Inc. (MO)




	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	MO-Secretary of State

	 	20040094241H
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094254A
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094250H
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094136M
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094255B
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094252K
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094138B
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094269H
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094243K
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094267F
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094146A
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094271M
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094139C
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






141









 







Payless ShoeSource, Inc. (MO)




	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	MO-Secretary of State

	 	20040094137A
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094253M
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094141G
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094232H
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094145M
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094276F
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094268G
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094242J
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094275E
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094279J
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094270K
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094278H
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094249F
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’






142









 







Payless ShoeSource, Inc. (MO)




	 	 	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	File #	 	File Date	 	Type	 	Secured Party	 	Collateral Description
	MO-Secretary of State

	 	20040094226M
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20040094248E
	 	09/01/04
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’
	 
	MO-Secretary of State

	 	20060058371C
	 	05/15/06
	 	UCC
	 	IOS Capital
	 	‘’               ‘’                 ‘’







	6.	 	UCC Financing Statement #5823992, naming Payless ShoeSource Worldwide, Inc., as Debtor and
UMB Bank, N.A. as Secured Party, for certain electronic equipment, furniture, and
miscellaneous assets located at Topeka, Kansas facility.
	 
	7.	 	UCC-1 Filing No. 200320959330, naming Saucony, Inc. as Debtor and IOS Capital, LLC as Secured
Party, for IKON office copier.
	 
	8.	 	UCC-1 Filing No. 200645123250, naming Stride Rite Children’s Group as Debtor and IOS Capital
as Secured Party, for IKON office copier.
	 
	9.	 	UCC-1 Filing No. 200536411170, naming Tommy Hilfiger Footwear, Inc. as Debtor and Wells Fargo
Equipment Finance, Inc. as Secured Party, for trade show booth.
	 
	10.	 	Equipment Schedule No. 25 (Schedule Ref. No. 67810306) dated June 24, 2003, pursuant to
Master Lease Agreement dated March 23, 1999 between ComSource, Inc. as Lessor and Stride Rite
Children’s Group, Inc. as Lessee, for 750 printer.
	 
	11.	 	Equipment Schedule No. 26 (Schedule Ref. No. 678190307) dated July 25, 2003, pursuant to
Master Lease Agreement dated March 23, 1999 between ComSource, Inc. as Lessor and Stride Rite
Children’s Group, Inc. as Lessee, for P650 4-Way System for Louisville.
	 
	12.	 	Equipment Schedule No. 28 (Schedule Ref. No. 67960308) dated August 8, 2003, pursuant to
Master Lease Agreement dated March 23, 1999 between ComSource, Inc. as Lessor and Stride Rite
Children’s Group, Inc. as Lessee, for tape subsystem.
	 
	13.	 	Equipment Schedule No. 29 (Schedule Ref. No. 68700401) dated January 12, 2004, pursuant to
Master Lease Agreement dated March 23, 1999 between ComSource, Inc. as Lessor and Stride Rite
Children’s Group, Inc. as Lessee, for 6 Compaq computers.
	 
	14.	 	Equipment Schedule No. 31 (Schedule Ref. No. 69840411) dated November 17, 2004, pursuant to
Master Lease Agreement dated March 23, 1999 between ComSource, Inc. as Lessor and Stride Rite
Children’s Group, Inc. as Lessee, for EMC CX-700.




143









 

















	15.	 	Equipment Schedule No. 32 (Schedule Ref. No. 69850411) dated November 18, 2004, pursuant to
Master Lease Agreement dated March 23, 1999 between ComSource, Inc. as Lessor and Stride Rite
Children’s Group, Inc. as Lessee, for 520 one-way processor.
	 
	16.	 	Equipment Schedule No. 33 (Schedule Ref. No. 70720506) dated June 6, 2005, pursuant to Master
Lease Agreement dated March 23, 1999 between ComSource, Inc. as Lessor and Stride Rite
Children’s Group, Inc. as Lessee, for Oracle software package.
	 
	17.	 	Equipment Schedule No. 34 (Schedule Ref. No. 721206041) dated April 25, 2006, pursuant to
Master Lease Agreement dated March 23, 1999 between ComSource, Inc. as Lessor and Stride Rite
Children’s Group, Inc. as Lessee, for JDA/RI application and LPAR Consolidation; IBM 9409-550.
	 
	18.	 	UCC-1 Filing (Ref. No. 200757998140) dated June 28, 2007, naming Stride Rite Investment
Corporation as Debtor and IOS Capital as Secured Party, for IKON office copier.






144











 





Schedule 1.1(b)

Qualified Restricted Subsidiary




	 	 	 
	Entity	 	State of Incorporation
	Collective Brands Holding

	 	Hong Kong
	Collective Brands Logistics

	 	Hong Kong
	Collective Brands Services

	 	Hong Kong
	Collective Brands Trust*

	 	Hong Kong
	Dynamic Assets Limited

	 	Hong Kong
	Import Solutions De Mexico, S. de R.L. de C.V.

	 	Mexico
	Lifestyle Brands Corporation

	 	Nova Scotia
	Payless CA Management Limited

	 	British Virgin Islands
	Payless Controladora, S.A. de C.V.

	 	Mexico
	Payless International Finance B.V.

	 	Netherlands
	Payless Servicios, S.A. de C.V. (Inactive)

	 	Mexico
	Payless ShoeSource (BVI) Holdings, LTD

	 	British Virgin Islands
	Payless ShoeSource (Panama) S.A.

	 	Panama, Republic of Panama
	Payless ShoeSource Canada GP, Inc.

	 	Canada
	Payless ShoeSource Canada, Inc.

	 	Canada
	Payless ShoeSource Canada, LP

	 	Ontario, Canada
	Payless ShoeSource de Guatemala LTD

	 	Guatemala
	Payless ShoeSource De La República Dominicana, S.A.

	 	Dominican Republic
	Payless ShoeSource Ecuador CIA, LTDA

	 	Ecuador
	Payless ShoeSource Honduras S De RL

	 	Republic of Honduras
	Payless ShoeSource International Limited

	 	Hong Kong
	Payless ShoeSource International Servicos Tecnicos
E Inspetoria De Calcados S/C Ltda.

	 	Brazil
	Payless ShoeSource Limitada & Compañia Limitada
(Nicaragua)

	 	Nicaragua
	Payless ShoeSource Limitada (Costa Rica)

	 	Costa Rica
	Payless ShoeSource of El Salvador, LTDA De C.V.

	 	El Salvador
	Payless ShoeSource of Puerto Rico, Inc.

	 	Puerto Rico
	Payless ShoeSource of St. Lucia Ltd.

	 	St. Lucia
	Payless ShoeSource of Trinidad Unlimited

	 	Trinidad and Tobago
	Payless ShoeSource Overseas S.R.L.

	 	Panama
	Payless ShoeSource Saipan, Inc.

	 	Northern Mariana Island
	Payless ShoeSource Spain, S.L.

	 	Spain
	Payless ShoeSource Uruguay S.R.L.

	 	Uruguay
	Payless ShoeSource, Andean Holdings

	 	Cayman Islands
	Payless ShoeSource, S.A. de C.V. (Inactive)

	 	Mexico
	PSS Canada Finance, LP

	 	New Brunswick, Canada
	PSS Canada Financial Management, Inc.

	 	Canada
	PSS Canada Financial Services, Inc.

	 	Canada
	PSS Canada Investments, LP

	 	Canada
	PSS Holdings

	 	Cayman Islands






145









 






	 	 	 
	Entity	 	State of Incorporation
	PSS International Holdings, Inc.

	 	Cayman Islands
	PSS Latin America Holdings

	 	Cayman Islands
	San Jose Acquisition Corporation

	 	Massachusetts
	Shenzhen footwear Consulting Company

	 	Shenzhen
	Stride Rite Canada Limited

	 	Canada
	Stride Rite Bermuda LP

	 	Bermuda
	Stride Rite UK Limited

	 	UK
	Robeez Australia Pty. Ltd.

	 	Australia
	Robeez Ltd.

	 	Ireland
	Robeez European Sales Ltd.

	 	UK
	Robeez (UK) Ltd.

	 	UK
	Stride Rite Europe B.V.

	 	Netherlands
	Saucony Deutchland Vertriebs GmbH

	 	Germany
	Saucony Asia Pacific Limited

	 	Hong Kong








 




			
	*	 	Entity is in the process of being formed.




146









 










Schedule 3.1(d)

Real Property




Leased Property.




Lessee: Collective Licensing International, LLC

Address: 800 Englewood Parkway

Suite C200

Englewood, CO 80110

Landlord: Miller Weingarten




Lessee: Payless NYC, Inc.

Address: 162 Fifth Avenue,

New York, New York 10010

Landlord: 162 Fifth Avenue Associates, LLC




Lessee: Payless ShoeSource Distribution, Inc.

Address: California Palm Building, 9520 Nevada Street

Redlands, California 92374

Landlord: TC Palms, LLC




Lessee: Payless ShoeSource, Inc. (MO)

Address: 120 SE Sixth St.

Topeka, KS 66603

Landlord: Security National Properties Funding II, LLC




Lessee: Payless ShoeSource Distribution, Inc.

Address: 1 Payless Way

Brookville, OH 45309

Landlord: CRG — OH, LLC




Lessee: The Stride Rite Corporation

Corporate Headquarters

Address: 191 Spring Street

Lexington, MA 2421

Landlord: 191 Spring Street Trust




Lessee: The Stride Rite Corporation

Richmond Customer Service

Address: 4200 South A Street

Richmond, IN 47374

Landlord: Legacy Development Company, LLC




Lessee: Tommy Hilfiger Footwear, Inc.

Tommy NY Showroom

Address: 37 West 39th Street

New York, NY 10018

Landlord: B W W 39 Co.




147









 





Lessee: The Keds Corporation

Keds NY Showroom

Address: 1414 Avenue of the Americas

New York, NY

Landlord: 1414 APF, LLC




Owned Property.




Roswell Town Center

Holcomb Bridge Rd./Alpharetta

Roswell, GA

Fulton County

Owner — Payless ShoeSource, Inc. (MO)




Common Address:

3231 SE Sixth Avenue

Topeka, KS 66220

Legal Description:

Lot 1, Block A, Distributors Industrial Plaza Subdivision No. 3, in the City of Topeka, Shawnee County,

Kansas EXCEPT the two tracts described on the attached Exhibit A, which are titled to the City of Topeka.

Payless ShoeSource corporate headquarters (approximately 42 acres)

Owner — Payless ShoeSource Worldwide, Inc. / City of Topeka [see footnotes (1) and (2)]




Common Address:

5040 Northwest Highway 24

Topeka, KS 66618

Shawnee County




Legal Description:




Payless ShoeSource Distribution, Inc. is the title owner of tracts B, C and D of the real property
situated at the Common Address (see attached Exhibits B, C and D for legal descriptions). The City
of Topeka is the title holder of tract A of the real property situated at the Common Address. In
addition, Payless ShoeSource Distribution, Inc. is the title owner of a tract of land in Lot 5
situated at or near the Common Address (see attached Exhibit E for legal description).




Payless ShoeSource distribution center and adjacent land (approximately 150 acres)

Owner — Payless ShoeSource Distribution, Inc. / City of Topeka [see footnotes (1) and (3)]

1515 Riverfork Drive West

Huntington, IN 46750

Huntington County

Owner — Stride Rite Children’s Group




6001 Cane Run Road

Louisville, KY 40258

Jefferson County

Owner — The Keds Corporation




277 East Main Street

East Brookfield, MA 01515

Worcester County

Owner — Saucony, Inc. (4)




148









 





126 Mechanic Street

East Brookfield, MA 01515

Worcester County

Owner — Saucony, Inc. (4)




0 Mechanic Street

East Brookfield, MA 01515

Worcester County

Owner — Saucony, Inc. (4)





 





FOOTNOTES




	 	(1)	 	The City of Topeka is the legal title holder of certain tracts of land at these two
locations: (i) (the Payless ShoeSource corporate headquarters (3231 SE Sixth Ave., Topeka,
KS 66607) and (ii) the Topeka distribution center (5040 Northwest Highway 24, Topeka, KS
66618)). These tracts are titled to the City of Topeka as a result of Industrial Revenue
Bonds that were issued by the City of Topeka on behalf of Payless ShoeSource, Inc. and
Payless ShoeSource Distribution, Inc. (i.e., Payless ShoeSource, Inc. and Payless
ShoeSource Distribution, Inc. are liable for repayment of the Bonds — see Schedule 8.1,
Existing Indebtedness). All of the outstanding Industrial Revenue Bonds, however, are
owned by Collective Brands Finance, Inc. Upon repayment of the Bonds by Payless
ShoeSource, Inc. and Payless ShoeSource Distribution, Inc. to Collective Brands Finance,
Inc., the title to the real property will be conveyed to Payless ShoeSource Worldwide, Inc.
and Payless ShoeSource Distribution, Inc., respectively, upon payment of a nominal amount
(e.g., $100) to the City of Topeka pursuant to the applicable Bond documents.
	 
	 	(2)	 	Certain portions of this property are leased from Payless ShoeSource Worldwide, Inc. to
affiliated Payless entities. Specifically, Payless ShoeSource Worldwide, Inc. leases space
to the following entities:






	 	a.	 	Eastborough, Inc.
	 
	 	b.	 	Payless ShoeSource Gold Value, Inc.
	 
	 	c.	 	Collective Brands Finance, Inc.
	 
	 	d.	 	Payless ShoeSource Merchandising, Inc.
	 
	 	e.	 	Payless ShoeSource, Inc. (MO)
	 
	 	f.	 	Shoe Sourcing, Inc.






	 	(3)	 	Approximately 46.1 acres of this property are leased to Greg Meier (who is an unrelated
third party). The lease agreement expires on November 25, 2008. In addition,
approximately 18 acres are leased to Randy Wolf (who is an unrelated third party).
	 
	 	(4)	 	These properties are collectively referred to as the East Brookfield Property.






149











 







	 	 	 

	Lawyers
Title of Topeka, Inc.

	 	Shawnee County, Kansas
	(785) 271-9500

	 	Register of Deeds
	C. N. 24071

	 	Marilyn L. Nichols
	Entered in Transfer Record in my office AUG 14 2007

	 	Book: 4518 Page: 3
	 
	/s/ Cynthia A. Beck
 


	 	Line #: 20070019307 
	County Clerk

	 	Date Recorded: 08/14/2007
04:14:09.057 PM
	 
	Mail
Tax Statement to:
	 	 
	Same as Now
	 	 
	 
	 	 
	0190634

	 	Schedule 3.1(d)
	 

	 	Exhibit A






CORPORATION
DEED-General Warranty



The Grantor,  Payless ShoeSource, Inc.



a corporation duly organized, incorporated, and existing under and by virtue of the laws
of the State of Missouri, and having its principal place of business at Topeka in the State of
Kansas, hereby CONVEYS AND WARRANTS to




Payless ShoeSource Worldwide, Inc., a Kansas corporation


of the County of Shawnee, State
of Kansas, the following described real estate, situated in the County of Shawnee, State
of Kansas, to-wit:




(See Exhibit A attached)


(Subject
to easements, restrictions, and reservations of record, and all taxes and assessments
that may be levied, imposed, or become payable hereafter.)



(THIS DEED IS BEING RECORDED PURSUANT TO KSA 79-147e AS AMENDED, EXEMPTION #3)



for the sum of One Dollar and Other Valuable Consideration



Dated this
13th day of August AD. 2007













Corporate Seal




	 	 	 	 	 
	[SEAL] 	PAYLESS SHOESOURCE, INC.

 	 
	 	/s/  Douglas G. Boessen
 	 
	 	Douglas G. Boessen 	 
	 	Vice President 	 
	 


STATE OF
KANSAS, SHAWNEE COUNTY, ss





     BE IT REMEMBERED, That on this 13th day of August, A.D. 2007 before me, the
undersigned a Notary Public in and for the County and State aforesaid, came Douglas G.
Boessen,



Vice-President of Payless ShoeSource, Inc., a corporation duly organized, incorporated, and
existing under virtue of the laws of the State of Missouri, who is/are personally known to me to
be the such officer, and who is/are personally known to me to be such person(s) who executed, as
such officer(s), the within instrument of  writing on behalf of said corporation, and such
person(s) duly acknowledged the execution of the same to be the act and deed of said
corporation.



     IN TESTIMONY WHEREOF, I have hereunto set my  hand and affixed my seal the day
and year last above written.



[SEAL]




	 	 	 	 	 
	My Term expires: January 12, 2009 	/s/ Pamela M. Nichol
 	 
	 	Notary Public 	 
	 	 	 



150 









 










EXHIBIT A



Lot 1, Block A, Distributors Industrial Plaza Subdivision No. 3, in the City of
Topeka, Shawnee County, Kansas, EXCEPT two tracts described as follows:



(Exception #1)



Beginning
at the Northeast corner of said Lot 1, Block A, Distributors Industrial Plaza
Subdivision No. 3, in the City of Topeka, Shawnee County, Kansas; thence South on Az
181 degrees 46 minutes 29 seconds, 114.95 feet coincident with the East line of said
Lot 1; thence on Az 270 degrees 00 minutes 00 seconds, 6.00 feet coincident with said
East line; thence on Az 181 degrees 46 minutes 29 seconds, 391.32 feet
coincident with
said East line; thence of Az 270 degrees 00 minutes 00 seconds, 317.07 feet to a point
on the centerline of vacated Fairfax Avenue; thence following a curve to the right,
coincident with said centerline, with a radius of 808.50 feet, an arc distance of
13.01 feet, a central angle of 0 degrees 55 minutes 19 seconds, said curve having a
long chord on Az 0 degrees 27 minutes 40 seconds, 13.01 feet; thence on Az 0 degrees 00
minutes 00 seconds, 493.02 feet coincident with said centerline to the North line of
said Lot 1; thence of Az 90 degrees 00 minutes 00 seconds, 338.64 feet coincident with
North line to the point of beginning.



(Exception #2)



Commencing
at the Northeast corner of said Lot 1, Block A, Distributors Industrial Plaza Subdivision
No.
3, in the City of Topeka, Shawnee County, Kansas; thence West on AZ 270 degrees 00 minutes 00
seconds,
338.64 feet coincident with the North line of said Lot 1 to a point on the centerline of vacated
Fairfax
Avenue; thence on Az 180 degrees 00 minutes 00 seconds, 148.11 feet coincident with said
centerline to the
point of beginning; thence continuing on Az 180 degrees 00 minutes 00
seconds, 344.91 feet
coincident with
said centerline; thence following a curve to the left, coincident with said centerline, with a
radius of 808.50
feet, an arc distance of 13.01 feet, a central angle of 0 degrees 55 minutes 19 seconds, said curve
having a
long chord on Az 180 degrees 27 minutes 40 seconds, 13.01 feet;
thence on Az 270 degrees 00
minutes 00
seconds, 54.58 feet; thence on Az 359 degrees 57 minutes 22 seconds, 214.00 feet;
thence on Az 269 degrees 57 minutes 22 seconds, 20.00 feet to a point on the face of
an existing building; thence on Az 359 degrees 57 minutes 22 seconds, 24.00 feet;
thence on Az 89 degrees 57 minutes 22 seconds, 20.00 feet; thence on Az 359 degrees 57
minutes 22 seconds, 119.92 feet; thence on Az 90 degrees 00 minutes 00 seconds,
54.95 feet to the point of beginning.








151 









 










	 	 	 

	Lawyers Title of Topeka, Inc.

	 	Shawnee County, kansas
	(785) 271-9500

	 	Register of Deeds
	C. N. 15018

	 	Marilyn L. Nichols
	Entered in Transfer Record in my office AUG. 14 2007

	 	Book: 4518 Page: 7
	/s/ Cynthia A. Beck
 


	 	Line #: 20070019311 
	County Clerk

	 	Date Recorded: 08/14/2007 04:16:32:400 PM
	 
	Mail Tax Statement to:
	 	 
	Same as Now
	 	 
	 
	 	 
	0190638

	 	Schedule 3.1(d)
	 

	 	Exhibit B





CORPORATION DEED—General Warranty
 The Grantor, Payless ShoeSource, Inc.



a
corporation duly organized, incorporated, and existing under and by virtue of the laws of the State
of Missouri, and having its principal place of business at Topeka in the State of Kansas, hereby
CONVEYS AND WARRANTS to




Payless ShoeSource Distribution Inc. a Kansas corporation
of the County of Shawnee, State of
Kansas, the following described real estate, situated in the County of Shawnee, State of Kansas,
to-wit:



A tract of land lying in the Southwest Quarter of Section 15, Township 11 South, Range 15 East of
the 6th P.M., Shawnee County, Kansas, more particularly described as follows: Commencing at the
Northeast corner of said Southwest Quarter; thence South on Az 178 degrees 29 minutes 14 seconds,
11.01 feet coincident with the East line of said Southwest Quarter to the South right of way line
of Northwest 25th Street; thence on Az 268 degrees 54 minutes 17 seconds, 680.02 feet coincident
with said South right of way line to the Point of Beginning; thence South on Az 178 degrees 29
minutes 14 seconds, 319.00 feet; thence on Az 268 degrees 54 minutes 17 seconds, 150.15 feet;
thence on Az 358 degrees 29 minutes 14 seconds, 5.54 feet; thence on Az 268 degrees 19 minutes 35
seconds, 259.85 feet; thence on Az 358 degrees 29 minutes 14 seconds,
316.08 feet to said South
right of way line; thence on Az 88 degrees 54 minutes 17 seconds 410.01 feet coincident with said
South right of way line to the Point of Beginning.



(Subject to casements, restrictions, and reservations of record, and all taxes and assessments
that may be levied, imposed, or become payable hereafter.)



(THIS DEED IS BEING RECORDED PURSUANT TO KSA 79-147e AS AMENDED, EXEMPTIONS#3)



for the sum of One Dollar and Other Valuable Consideration




Dated this 13th day of August A.D. 2007




	 	 	 	 	 
	[SEAL] 	PAYLESS SHOESOURCE, INC.

 	 
	 	/s/  Douglas G. Boessen
 	 
	 	Douglas G. Boessen 	 
	 	Vice President 	 
	 



STATE OF KANSAS, SHAWNEE COUNTY, ss



     BE
IT REMEMBERED, That on this 13th day of August, A.D.2007 before me, the
undersigned a Notary Public in and for the County and State aforesaid, came Douglas G. Boessen,



Vice-President of Payless ShoeSource, Inc, a corporation duly organized, incorporated, and
existing under virtue of the laws of the State of Missouri, who is/are personally known to me to
be the such officer, and who is/are personally known to me to be such person(s) who executed, as
such officer(s), the Within instrument of writing on behalf of said corporation, and such
person(s) duly acknowledged the execution of same to be the act and
deed of said corporation.



     IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal
the day and year last a
written.




[SEAL]




	 	 	 	 	 
	My Term expires:

 January 12, 2009 	/s/ Pamela M. Nichol
 	 
	 	Notary Public 	 
	 	 	 



152 









 









	 	 	 

	Lawyers
Title of Topeka, Inc.

	 	Shawnee County, Kansas
	(785) 271-9500

	 	Register of Deeds
	C. N. 15364

	 	Marilyn L. Nichols
	Entered in Transfer Record in my office AUG 14 2007

	 	Book: 4518 Page: 6
	/s/ Cynthia A. Beck
 


	 	Line #: 20070019310 
	County Clerk

	 	Date Recorded: 08/14/2007
04:17:32:988 PM
	 
	Mail Tax Statement to:
	 	Schedule 3.1(d)
	Same as Now
	 	Exhibit C
	 
	 	 
	0190637

	 	 
	 

	 	 






CORPORATION DEED-General Warranty



The Grantor, Payless Shoesource, Inc.



a corporation duly organized, incorporated, and existing under and by virtue of the laws of the State
of Missouri, and having its principal place of business at Topeka in the State of Kansas,
hereby CONVEYS AND WARRANTS to




Payless ShoeSource Distribution, Inc. a Kansas corporation


of the County of Shawnee, State of
Kansas, the following described real estate, situated in the County of Shawnee, State of Kansas,
to-wit:




(See Exhibit A attached)


(Subject to easements, restrictions, and reservations of record, and all taxes and assessments that
may be levied, imposed, or become payable hereafter.)



(THIS DEED IS BEING RECORDED PURSUANT TO KSA 79-147e AS AMENDED, EXEMPTION #3)



for the sum of One Dollar and Other Valuable Consideration



Dated this 13th day of August A.D. 2007




	 	 	 	 	 
	[SEAL] 	PAYLESS SHOESOURCE, INC.

 	 
	 	/s/  Douglas G. Boessen
 	 
	 	Douglas G. Boessen 	 
	 	Vice President 	 
	 



STATE OF KANSAS, SHAWNEE COUNTY, ss





     BE IT REMEMBERED, That on this 13th day of August, A.D. 2007 before me, the undersigned a
Notary Public in and for the County and State aforesaid, came Douglas G. Boessen,



Vice-President of
Payless ShoeSource, Inc., a corporation duly organized, incorporated, and existing under virtue of the
laws of the State of Missouri, who is/are personally known to me to be the such officer, and who
is/are personally known to me to be such person(s) who executed, as such
officer(s), the within instrument of writing on behalf of said corporation, and such person(s)
duly acknowledged the execution of the same to be the act and deed of said corporation.



     IN TESTIMONY
WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written.



[SEAL]




	 	 	 	 	 
	 	 	 
	My Term expires: 

January 12, 2009 	/s/ Pamela M. Nichol
 	 
	 	Notary Public 	 
	 	 	 



153 









 







	 	 	 	 	 



Lawyers Title of Topeka, Inc.




C.N. 15364




Exhibit A — Legal Description



A Tract of land in the East Half of the Southeast Quarter of Section 16, Township 11 South, Range
15 East of the Sixth P.M., Shawnee County, Kansas, described as follows: Beginning at the Northeast
Corner of said Southeast Quarter; thence South 0 degrees 05 minutes 46 seconds West along the East line
of said Southeast Quarter, 1432.59 feet to the North right of way line of U.S. Highway No. 24 as taken
in Condemnation Case #71464; thence North 89 degrees 33 minutes 45 seconds West along the North
right-of-way line of said highway. 1317.46 feet to the West line of said East Half of the Southeast
Quarter, thence North 0 degree 05 minutes 00 second West along said West line 1,403,89 feet to the
Northwest Corner of said East Half; thence North 89 degrees 11 minutes 32 seconds East along the
North line of said Southeast Quarter 1,322.00 feet to the place of beginning, EXCEPT road right of way
along the North and West sides of said tract; AND EXCEPT any abutters rights of access, appurtenant
to the East Half (E 1/2) of the Southeast
Quarter (S.E.1/4) of Section Sixteen (16), Township Eleven (11) South, Range Fifteen (15) East, in
and to said highway, over and across a line described as follows: Beginning at a point on the East
line 1,213.0 feet North of the Southeast Corner of said Quarter Section thence West to a point
1,235.3 feet North and 30 feet East of the Southwest of said East Half (E. 1/2)of the Southeast
Quarter (S.E. 1/4) Section, taken in Condemnation Case No. 78563.





154 









 








	 	 	 

	Lawyers Title of Topeka, Inc.

	 	Shawnee County, Kansas
	(785) 271-9500

	 	Register of Deeds
	C.N. 15017

	 	Marilyn L. Nichols
	Entered in Transfer Record in my office AUG 14 2007

	 	Book: 4518 Page: 4
	/s/ Cynthia A. Beck
 


	 	Line #: 20070019308 
	County Clerk

	 	Date Recorded: 08/14/2007 04:15:42.670 PM
	 
	Mail Tax Statement to:
	 	 
	Same as Now
	 	 
	 
	 	 
	0190635

	 	Schedule 3.1(d)
	 

	 	Exhibit D






CORPORATION DEED—General Warranty



The Grantor, Payless ShoeSource, Inc.



a corporation duly organized, incorporated, and existing under and by virtue of the laws of the
State of Missouri, and having its principal place of business at Topeka in the State of Kansas,
hereby CONVEYS AND WARRANTS to




Payless ShoeSource Distribution, Inc. a Kansas corporation


of the County of Shawnee, State of Kansas, the following described real estate, situated in the
County of Shawnee, State of Kansas, to-wit:




(See Exhibit A attached)


(Subject to easements, restrictions, and reservations of record, and all taxes and
assessments that may be levied, imposed, or become payable hereafter.)



(THIS DEED
IS BEING RECORDED PURSUANT TO KSA 79-1437e AS AMENDED, EXEMPTION #3)



for the sum of One Dollar and Other Valuable Consideration



Dated this 13th day of August A.D. 2007




	 	 	 	 	 
	[SEAL] 	PAYLESS SHOESOURCE, INC.

 	 
	 	/s/  Douglas C. Boessen
 	 
	 	Douglas C. Boessen 	 
	 	Vice President 	 
	 


STATE OF KANSAS, SHAWNEE COUNTY, ss





     BE IT REMEMBERED, That on this 13th day of August A.D.2007 before me, the undersigned a Notary
Public in and for the County and State aforesaid, came Douglas G. Boessen,



Vice-President
of Payless ShoeSource, Inc., a corporation duly organized, incorporated, and existing
under virtue of the laws of the State of Missouri, who is/are personally known to me to be such
officer, and who is/are personally known to me to be such person(s) who executed, as such officer(s), the
within instrument of writing on behalf of said corporation, and such person(s) duly acknowledged
the execution of the same to be the act and deed of said corporation.



     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal the day
and year last above written.



[SEAL]




	 	 	 	 	 
	 	 	 
	My Term expires: January 12, 2009 	/s/ Pamela M. Nichol
 	 
	 	Notary Public 	 
	 	 	 



155 









 







	 	 	 	 	 



Lawyers Title of Topeka, Inc.




C.N. 15017




Exhibit A — Legal Description


A Tract of land in the Southwest Quarter of Section 15, Township 11 South, Range 15 East
of the 6th P.M., in
Shawnee County, Kansas, described as follows: Commencing at the Northeast Corner of
said Southwest
Quarter; thence South 1 degree 30 minutes 46 seconds East, along the East
line of said Southwest Quarter, a
distance of 504.22 feet; thence South 88 degrees 19 minutes 35 seconds West, a
distance of 1090.00 feet for a
point of beginning; thence South 88 degrees 19 minutes 35 seconds West, a
distance of 409.91 feet; thence North 1 degree 30 minutes 46 seconds West,
parallel to the East line of said Southwest Quarter, a distance of 507.13 feet to a
point on the South right of way line of Old U.S. Highway Number 24
that is 19.90 feet South of the North line of said Southwest Quarter;
thence North, 88 degrees 30 minutes 34 seconds East, along said South right of way
line, a distance of 177.30 feet to a point 17.70 feet South of the Northwest
Corner of the East Half of said Southwest Quarter; thence North 88 degrees 54 minutes 17 seconds East, along said South right
of way line, a distance of 232.61 feet to a point 16.52 feet South of the North line
of said Southwest Quarter; thence South 1 degree 30 minutes 46 seconds East, parallel
to the East line of said Southwest Quarter, a distance of 504.21 feet to the point of
beginning, LESS the South 188.13 feet thereof.





156 









 










	 	 	 

	Lawyers
Title of Topeka, Inc.

	 	Shawnee County, Kansas
	(785) 271-9500

	 	Register of Deeds
	C. N. 18613

	 	Marilyn L. Nichols
	Entered in Transfer Record in my office AUG 14 2007

	 	Book: 4518 Page: 5
	 
	/s/ Cynthia A. Beck
 


	 	Line #: 20070019309 
	County Clerk

	 	Date Recorded: 08/14/2007
04:16:55:848 PM
	 
	Mail
Tax Statement to:
	 	 
	Same as Now
	 	 
	 
	 	 
	0190636

	 	Schedule 3.1(d)
	 

	 	Exhibit E






CORPORATION
DEED-General Warranty



The
Grantor, Payless ShoeSource, Inc.



a corporation duly organized, incorporated, and existing under and by virtue of the laws of the
State of Missouri, and having its principal place of business at Topeka in the State of Kansas,
hereby CONVEYS AND WARRANTS to




Payless
ShoeSource Distribution, Inc. a Kansas corporation


of the
County of Shawnee, State of Kansas, the following described real estate, situated in the
County of Shawnee, State of Kansas, to-wit:




(See Exhibit A attached)


(Subject
to easements, restrictions, and reservation of record, and all taxes and
assessments that may be levied, imposed, or become payable hereafter.)



(THIS DEED
IS BEING RECORDED PURSUANT TO KSA 79–147e AS AMENDED, EXEMPTION #3)



for the sum of One Dollar and Other Valuable Consideration



Dated this
13th day of August A.D. 2007




	 	 	 	 	 
	[SEAL] 	PAYLESS SHOESOURCE, INC.

 	 
	 	/s/  Douglas G. Boessen
 	 
	 	Douglas G. Boessen 	 
	 	Vice President 	 
	 


STATE OF
KANSAS, SHAWNEE COUNTY, ss



     BE
IT REMEMBERED, That on this 13th day of August, A.D. 2007 before me,
the undersigned a Notary Public in and for the County and State
aforesaid, come Douglas G. Boessen.


Vice-President
of Payless ShoeSource, Inc., a corporation duly organized, incorporated, and
existing under virtue of the laws of the State of Missouri., who is/are personally known to me to
be the such officer, and who is/are personally known to me to be such
person(s) who executed, as
such officer(s), the within instrument of writing on behalf of said corporation, and such
person(s) duly acknowledged the execution of the same to be the act and deed of said corporation.



     IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above
written.



[SEAL]




	 	 	 	 	 
	 	 	 
	My Term expires: 

January 12, 2009 	/s/ Pamela M. Nichol
 	 
	 	Notary Public 	 
	 	 	 



157 









 









Lawyers
Title of Topeka, Inc.




C.N. 18613




Exhibit A — Legal Description





	 	 	A tract of land situated in Lot 5, according to the Government Survey of the Pottawattomie Reserve
in the Southeast Quarter of Section 15, Township 11 South, Range 15 East of
the 6th P.M., Shawnee, County, Kansas, described as follows: Beginning at the Northwest corner of Lot
5; thence on an assumed bearing of South 89 degrees 45 minutes 37 seconds
East, a distance of 207.36 feet along the North line of said Lot 5; thence
South 00 degrees 14 minutes 23 seconds West, a distance of 204.03 feet; thence
South 89 degrees 45 minutes 37 seconds East, a distance of 206.00 feet; thence South 00 degree 14
minutes 23 seconds West, a distance of 8.68 feet; thence South 89
degrees 45 minutes
37 seconds East, a distance of 222.00 feet; thence North 00 degrees 14 minutes 23
seconds East, a distance of 9.53 feet; thence South 89 degrees 58 minutes 45 seconds East,
a distance of 225.00 feet; thence North 00 degrees 14 minutes 23 seconds East, a
distance of 202.32 feet to the North line of said Lot 5; thence South 89 degrees 45
minutes 37 seconds East, a distance of 149.53 feet along the North line of said Lot 5 to the
Northeast corner thereof; thence South 00 degrees 08 minutes 09
Seconds East, a distance of
1,221.86 feet along the East line, of said Lot 5 to the Northerly right of way line
of US 24 Highway; thence Westerly along a curve to the right an are distance of
485.57 feet along said Northerly right of way line, said curve having a radius of 1055.92
feet, a chord bearing South 76 degrees 12 minutes 51 seconds West and a chord length of
481.30 feet; thence South 87 degrees 23 minutes 24 seconds West, a distance of
534.21 feet along said Northerly right of way line to the West line of said Lot 5; thence North
00 degrees 29 minutes 25 seconds West, a distance of 1,365.15 feet along
said West line to POINT OF BEGINNING.






158 












 





Schedule 5.4

Locations of Inventory




     See Schedule E-1.



159









 





Schedule 5.6(a)

States of Organization




	 	 	 
	Entity	 	State of Incorporation
	Collective Brands Finance, Inc.

	 	Nevada
	Collective Brands, Inc.

	 	Delaware
	Collective International, LP

	 	Delaware
	Collective Licensing International, LLC

	 	Delaware
	Dyelights, Inc.

	 	Delaware
	Eastborough, Inc.

	 	Kansas
	Payless Collective GP, LLC

	 	Delaware
	Payless NYC, Inc.

	 	Kansas
	Payless Purchasing Services, Inc.

	 	Kansas
	Payless ShoeSource Distribution, Inc.

	 	Kansas
	Payless ShoeSource Gold Value, Inc.

	 	Kansas
	Payless ShoeSource Leasing, LLC

	 	Delaware
	Payless ShoeSource Merchandising, Inc.

	 	Kansas
	Payless ShoeSource Worldwide, Inc.

	 	Kansas
	Payless ShoeSource, Inc.

	 	Missouri
	PSS Canada, Inc.

	 	Kansas
	PSS Delaware Company 2, Inc.

	 	Delaware
	PSS Delaware Company 3, Inc.

	 	Delaware
	PSS Delaware Company 4, Inc.

	 	Delaware
	PPS Investment I, Inc.

	 	Nevada
	PSS Investment III, Inc.

	 	Kansas
	San Jose Acquisition Corp.

	 	Massachusetts
	Shoe Sourcing, Inc.

	 	Kansas
	The Stride Rite Corporation

	 	Massachusetts
	Stride Rite Children’s Group, Inc.

	 	Massachusetts
	The Keds Corporation

	 	Massachusetts
	Sperry Top-Sider, Inc.

	 	Massachusetts
	Stride Rite Sourcing International, Inc.

	 	Massachusetts
	SRR, Inc.

	 	Delaware
	Stride Rite Investment Corporation

	 	Massachusetts
	S R Holdings Inc.

	 	Delaware
	Stride Rite International Corp.

	 	Massachusetts
	SRL, Inc.

	 	Delaware
	Tommy Hilfiger Footwear, Inc.

	 	Massachusetts
	SR/Ecom, Inc.

	 	Massachusetts
	SRCG/Ecom, Inc.

	 	Delaware
	STS/Ecom, Inc.

	 	Delaware
	Saucony, Inc.

	 	Massachusetts
	Saucony UK, Inc.

	 	Massachusetts
	Saucony/Ecom, Inc.

	 	Delaware
	Keds LLC

	 	Delaware
	Stride Rite LLC

	 	Delaware






160









 






	 	 	 
	Entity	 	State of Incorporation
	SRCG LLC

	 	Delaware
	Stride Rite International Holdings, Inc.

	 	Delaware
	Stride Rite International LLC

	 	Delaware
	Robeez Logistics Inc.

	 	Nevada
	Robeez U.S., Inc.

	 	Washington
	Robeez US Holdings Inc.

	 	Nevada






161









 






Schedule 5.6(b)

Chief Executive Offices




          The chief executive office of each Credit Party is located at the address indicated on
Schedule 5.6(b).




	 	 	 
	Name of Company	 	Business Address
	Collective Brands, Inc.

	 	3231 SE Sixth Avenue

Topeka, Kansas 66607
	Collective International, LP

	 	800 Englewood Parkway, Suite C200

Englewood, CO 80110
	Collective Licensing International, LLC

	 	800 Englewood Parkway, Suite C200

Englewood, CO 80110
	Dyelights, Inc.

	 	3231 SE Sixth Avenue

Topeka, KS 66607
	Eastborough, Inc.

	 	3231 SE Sixth Avenue

Topeka, KS 66607
	Payless Collective GP, LLC

	 	3231 SE Sixth Avenue

Topeka, Kansas 66607
	Payless Purchasing Services, Inc.

	 	3231 SE Sixth Avenue

Topeka, KS 66607
	Payless ShoeSource Distribution, lnc.

	 	5040 Northwest Highway 24

Topeka, KS 666 18
	Collective Brands Finance, Inc.

	 	3232 SE Sixth Avenue

Topeka, Kansas 66607
	Payless ShoeSource Gold Value, Inc.

	 	3231 SE Sixth Avenue

Topeka, KS 66607
	Payless ShoeSource Leasing, LLC

	 	3231 SE Sixth Avenue

Topeka, Kansas 66607
	Payless ShoeSource Merchandising, Inc.

	 	3231 SE Sixth Avenue

Topeka, Kansas 66607
	Payless ShoeSource Worldwide, Inc.

	 	Jayhawk Towers

700 S.W. Jackson Street, Suite 202

Topeka, Kansas 66603
	Payless ShoeSource, Inc.

	 	3231 SE Sixth Avenue

Topeka, Kansas 66607
	PSS Canada, Inc.

	 	3231 SE Sixth Avenue

Topeka, KS 66607
	PSS Delaware Company 2, Inc.

	 	3231 SE Sixth Avenue

Topeka, KS 66607
	PSS Delaware Company 3, Inc.

	 	3231 SE Sixth Avenue

Topeka, KS 66607
	PSS Delaware Company 4, Inc.

	 	3231 SE Sixth Avenue

Topeka, KS 66607
	PSS Investment I, Inc.

	 	3231 SE Sixth Avenue

Topeka, KS 66607






162









 






	 	 	 
	Name of Company	 	Business Address
	PSS Investment III, Inc.

	 	3231 SE Sixth Avenue

Topeka, KS 66607
	Payless NYC, Inc.

	 	3231 SE Sixth Avenue

Topeka, KS 66607
	San Jose Acquisition Corp.

	 	191 Spring Street

Lexington, MA 02420-9 191
	Shoe Sourcing, Inc.

	 	3231 SE Sixth Avenue

Topeka, KS 66607
	The Stride Rite Corporation

	 	191 Spring Street

Lexington, MA 02421
	Stride Rite Children’s Group, Inc.

	 	191 Spring Street

Lexington, MA 02421
	The Keds Corporation

	 	191 Spring Street

Lexington, MA 02421
	Sperry Top-Sider, Inc.

	 	191 Spring Street

Lexington, MA 02421
	Stride Rite Sourcing International, Inc.

	 	191 Spring Street

Lexington, MA 02421
	SRR, Inc.

	 	191 Spring Street

Lexington, MA 02421
	Stride Rite Investment Corporation

	 	191 Spring Street

Lexington, MA 02421
	S R Holdings Inc.

	 	191 Spring Street

Lexington, MA 02421
	Stride Rite International Corp.

	 	191 Spring Street

Lexington, MA 02421
	SRL, Inc.

	 	191 Spring Street

Lexington, MA 02421
	Tommy Hilfiger Footwear, Inc.

	 	191 Spring Street

Lexington, MA 02421
	SR/Ecom, Inc.

	 	191 Spring Street

Lexington, MA 02421
	SRCG/Ecom, Inc.

	 	191 Spring Street

Lexington, MA 02421
	STS/Ecom, Inc.

	 	191 Spring Street

Lexington, MA 02421
	Saucony, Inc.

	 	191 Spring Street

Lexington, MA 02421
	Saucony UK, Inc.

	 	191 Spring Street

Lexington, MA 02421
	Saucony/Ecom, Inc.

	 	191 Spring Street

Lexington, MA 02421
	Keds LLC

	 	191 Spring Street

Lexington, MA 02421
	Stride Rite LLC

	 	191 Spring Street

Lexington, MA 02421






163









 






	 	 	 
	Name of Company	 	Business Address
	SRCG LLC

	 	191 Spring Street

Lexington, MA 02421
	Stride Rite International Holdings, Inc.

	 	191 Spring Street

Lexington, MA 02421
	Stride Rite International LLC

	 	191 Spring Street

Lexington, MA 02421
	Robeez Logistics Inc.

	 	6121 Lakeside Drive, Suite 260

Reno, NV 89511
	Robeez U.S., Inc.

	 	17988 Normany Terrace S.W.

Normandy Park, WA 98166
	Robeez US Holdings Inc.

	 	6121 Lakeside Drive, Suite 260

Reno, NV 89511






164









 







Schedule 5.6(c)

FEINs




          Each Credit Party’s FEIN and organizational identification number, if any, are identified on
Schedule 5.6(c).




	 	 	 	 	 
	Name of Company	 	Tax Identification Number	 	Corporate Identification Number
	Collective International, LP
	 	20-4231256	 	4096559
	Collective Licensing International, LLC
	 	05-0585451	 	3701994
	Dyelights, Inc.
	 	48-1214642	 	3021812
	Eastborough, Inc.
	 	48-1212803	 	271-002-8
	Payless Collective GP, LLC
	 	Not applicable	 	4321003
	Payless Purchasing Services, Inc.
	 	48-1253043	 	325-783-9
	Payless Shoesource Distribution, Inc.
	 	48-1140944	 	211-285-2
	Collective Brands Finance, Inc.
	 	43-1622101	 	9979-1992
	Payless Shoesource Gold Value, Inc.
	 	48-1248544	 	303-347-9
	Payless Shoesource Leasing, LLC
	 	Not applicable	 	3746140
	Payless Shoesource Merchandising, Inc.
	 	48-1140946	 	211-258-9
	Payless Shoesource Worldwide, Inc.
	 	43-1646884	 	207-898-8
	Collective Brands, Inc. (f/k/a Payless Shoesource, Inc. (DE))
	 	43-1813160	 	2884437
	Payless Shoesource, Inc. (MO)
	 	48-0674097	 	00103849
	PSS Canada, Inc.
	 	74-2834969	 	248-581-1
	PSS Delaware Company 2, Inc.
	 	48-1214641	 	3021819
	PSS Delaware Company 3, Inc.
	 	48-1227266	 	3104602
	PSS Delaware Company 4, Inc.
	 	48-1221466	 	3104605
	PSS Investment I, Inc.
	 	43-1622098	 	9978-1992
	PSS Investment III, Inc.
	 	48-1214640	 	259-944-7
	Payless NYC, Inc.
	 	48-1194126	 	252-850-3
	San Jose Acquisition Corp.
	 	00-0952098	 	200784840650
	Shoe Sourcing, Inc.
	 	48-1234075	 	287-054-1
	The Stride Rite Corporation
	 	041399290	 	04-1399290
	Stride Rite Children’s Group, Inc.
	 	042491044	 	04-2491044






165









 






	 	 	 	 	 
	Name of Company	 	Tax Identification Number	 	Corporate Identification Number
	The Keds Corporation
	 	042677616	 	04-2677616
	Sperry Top-Sider, Inc.
	 	042677615	 	04-2677615
	Stride Rite Sourcing International, Inc.
	 	042677617	 	04-2677617
	SRR, Inc.
	 	2017888	 	04-2796613
	Stride Rite Investment Corporation
	 	042782171	 	04-2782171
	S R Holdings Inc.
	 	2144545	 	04-2989593
	Stride Rite International Corp.
	 	043111232	 	04-3111232
	SRL, Inc.
	 	2267764	 	06-1325016
	Tommy Hilfiger Footwear, Inc.
	 	043315283	 	04-3315283
	SR/Ecom, Inc.
	 	043374293	 	04-3374293
	SRCG/Ecom, Inc.
	 	3764131	 	45-0534031
	STS/Ecom, Inc.
	 	4071197	 	20-3907823
	Saucony, Inc.
	 	041465840	 	04-1465840
	Saucony UK, Inc.
	 	043137847	 	04-337847
	Saucony/Ecom, Inc.
	 	4292944	 	22-3952827
	Keds LLC
	 	3597771	 	35-2189538
	Stride Rite LLC
	 	3597737	 	35-2189534
	SRCG LLC
	 	3597734	 	35-2189539
	Stride Rite International Holdings, Inc.
	 	4255643	 	61-1525483
	Stride Rite International LLC
	 	4252859	 	61-1525486
	Robeez Logistics Inc.
	 	E0533982005-9	 	98-0471845
	Robeez U.S., Inc.
	 	602449259	 	72-1589676
	Robeez US Holdings Inc.
	 	C20675-2004	 	83-0409654






166









 






Schedule 5.7(b)

Capitalization of Borrower



Certain awards granted under the Payless ShoeSource, Inc. 2006 Stock Incentive Plan, and any
successor thereto that grants equity awards to employees, including: Grants to employees of stock
settled stock appreciation rights, restricted stock, and grants of performance share units and
other equity grants permitted under the 1996 Stock Incentive Plan or any successor plan. In
connection with the issuance of such equity awards, the Company may be required to repurchase
shares of restricted stock upon vesting or shares issued upon exercise of options, stock settled
stock appreciation rights, performance share units and other employee equity vehicles for the
purpose of paying taxes attributable to the employee’s option.



Stockholder Protection Rights Agreement dated April 20, 1998, between Payless ShoeSource, Inc. and
UMB Bank, N.A. (publicly filed).





167











 





Schedule 5.7(c)

Capitalization of Borrower’s Subsidiaries




	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Collective Brands Holdings
	 	Hong Kong	 	1,000 shares	 	100% - PSS Holdings
	Limited*
	 	2007	 	 	 	 
	 
	 	 	 	 	 	 
	Collective Brands Logistics
	 	Hong Kong	 	1,000 shares	 	100% - PSS Holdings
	Limited*
	 	2007	 	 	 	International Limited
	 
	 	 	 	 	 	 
	Collective Brands Services Limited*
	 	Hong Kong	 	1,000 shares	 	100% - PSS
	 
	 	2007	 	 	 	International Holdings Limited
	 
	 	 	 	 	 	 
	Collective Brands China Business
	 	Hong Kong	 	N/A	 	100% - PSS Holdings
	Trust, II*
	 	2007	 	 	 	 
	 
	 	 	 	 	 	 
	Collective Brands, Inc.
	 	DE	 	265,000,000 $0.01	 	N/A
	 
	 	1998	 	par value	 	 
	 
	 	 	 	25,000,000 shares	 	 
	 
	 	 	 	of Preferred Stock	 	 
	 
	 	 	 	Issued: 88,130,874	 	 
	 
	 	 	 	64,996,287	 	 
	 
	 	 	 	outstanding	 	 
	 
	 	 	 	$0.01 par value	 	 
	 
	 	 	 	 	 	 
	Collective Brands Finance, Inc.
	 	NV	 	100 shares of	 	100% - Collective
	 
	 	1992	 	common stock	 	Brands, Inc.
	 
	 	 	 	Issued: 99 shares	 	 
	 
	 	 	 	of common stock	 	 
	 
	 	 	 	$1.00 par value	 	 
	 
	 	 	 	 	 	 
	Collective International, LP
	 	Delaware	 	N/A	 	99.9% Payless
	 
	 	2006	 	 	 	ShoeSource
	 
	 	 	 	 	 	Worldwide, Inc.
	 
	 	 	 	 	 	0.1% Payless
	 
	 	 	 	 	 	Collective GP, LLC
	 
	 	 	 	 	 	 
	Collective Licensing
	 	Delaware	 	N/A	 	100% - Collective
	International, LLC
	 	2003	 	 	 	International LP






168









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Dyelights, Inc.
	 	Delaware	 	1,500 shares of	 	100% - Collective
	 
	 	1999	 	common stock $0.01 par value	 	Brands Finance, Inc.(NV)
	 
	 	 	 	Issued: 1,500	 	 
	 
	 	 	 	shares of common	 	 
	 
	 	 	 	stock	 	 
	 
	 	 	 	 	 	 
	Dynamic Assets Limited
	 	Hong Kong	 	1,570,000 shares of	 	1% - Payless
	 
	 	1999	 	common stock HK$1.00 par value	 	International Finance B.V.
	 
	 	 	 	Issued: 1,570,000	 	99% - PSS Holdings
	 
	 	 	 	shares of common	 	 
	 
	 	 	 	stock	 	 
	 
	 	 	 	 	 	 
	Eastborough, Inc.
	 	Kansas	 	1,000 shares of	 	100% - Collective
	 
	 	1999	 	common stock $0.01 par value	 	Brands Finance, Inc.(NV)
	 
	 	 	 	Issued: 1,000	 	 
	 
	 	 	 	shares of common	 	 
	 
	 	 	 	stock	 	 
	 
	 	 	 	 	 	 
	Import Solutions De Mexico, S. de
	 	Mexico	 	$50,000 pesos $1.00	 	99% - Payless
	R.L. de C.V.
	 	2006	 	par value Issued: $50,000	 	International Finance B.V.
	 
	 	 	 	pesos	 	1% - Payless
	 
	 	 	 	 	 	ShoeSource
	 
	 	 	 	 	 	Worldwide, Inc.
	 
	 	 	 	 	 	 
	Lifestyle Brands Corporation
	 	Nova Scotia	 	1,000,000 common	 	100% Collective
	 
	 	2006	 	shares	 	International LP
	 
	 	 	 	Issued: 1,000	 	 
	 
	 	 	 	common shares	 	 






169









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Payless CA Management Limited
	 	British Virgin	 	50,000 common stock	 	99% - PSS Latin
	 
	 	Islands	 	par value US$1.00	 	America Holdings, 1%
	 
	 	2000	 	Issued: 50,000 common stock	 	- Payless
	 
	 	 	 	 	 	ShoeSource, Inc. (MO)
	 
	 	 	 	 	 	 
	Payless Collective GP, LLC
	 	Delaware	 	N/A	 	100% - Payless
	 
	 	2007	 	 	 	ShoeSource
	 
	 	 	 	 	 	Worldwide, Inc.
	 
	 	 	 	 	 	 
	Payless Controladora, S.A. de C.V.
	 	Mexico	 	50,000 shares common	 	50% - PSS Investment
	 
	 	1992	 	No par value	 	I, Inc. (NV), 50%
	 
	 	 	 	Issued: 50,000	 	PSS Investment III,
	 
	 	 	 	shares	 	Inc. (KS)
	 
	 	 	 	 	 	 
	Payless International Finance B.V.
	 	Netherlands	 	90.000 EUR	 	100% -- PSS Holdings
	 
	 	2001	 	Issued: 18.000 EUR	 	 
	 
	 	 	 	 	 	 
	Payless NYC, Inc.
	 	KS	 	100 shares of	 	100% - Payless
	 
	 	1997	 	common stock	 	ShoeSource, Inc.
	 
	 	 	 	$1.00 par value	 	(MO)
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	of common stock	 	 
	 
	 	 	 	 	 	 
	Payless Purchasing Services, Inc.
	 	Kansas	 	1,000 shares of	 	100% - Collective
	 
	 	2001	 	common stock$0.01 par	 	Brands Finance, Inc.
	 
	 	 	 	Issued: 1,000	 	 
	 
	 	 	 	shares of common	 	 
	 
	 	 	 	 	 	 
	Payless Servicios, S.A. de C.V.
	 	Mexico	 	50,000 shares common	 	99.998% - Payless
	 
	 	1992	 	No par value	 	Controladora, S.A.
	 
	 	 	 	Issued: 50,000	 	de C.V. (Mexico),
	 
	 	 	 	shares common	 	0.002% - PSS
	 
	 	 	 	 	 	Investment I, Inc.
	 
	 	 	 	 	 	(NV)






170









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Payless ShoeSource (BVI) Holdings,
	 	British Virgin	 	Class A -- 60,003	 	60% - Class A
	LTD
	 	Islands	 	shares of US$1.00	 	Members  - Payless
	 
	 	2000	 	par value	 	CA Management
	 
	 	 	 	Class B -- 40,002	 	Limited
	 
	 	 	 	shares of US$1.00	 	40% - Class B
	 
	 	 	 	par value	 	Members --PLP, S.A.
	 
	 	 	 	Issued: 100,005	 	 
	 
	 	 	 	shares	 	 
	 
	 	 	 	 	 	 
	Payless ShoeSource (Panama) S.A.
	 	Panama, Republic of	 	500 shares without	 	Shares held in
	 
	 	Panama	 	par value	 	Trust/Nominal
	 
	 	2001	 	Issued: 500 shares	 	shareholders on
	 
	 	 	 	 	 	behalf of Payless
	 
	 	 	 	 	 	ShoeSource (BVI)
	 
	 	 	 	 	 	Holdings Ltd.
	 
	 	 	 	 	 	50% - John B. Foster
	 
	 	 	 	 	 	(250)
	 
	 	 	 	 	 	50% - Andres M.
	 
	 	 	 	 	 	Sanchez (250)
	 
	 	 	 	 	 	 
	Payless ShoeSource Asia PTE, Ltd.
	 	Singapore	 	100,00 ordinary	 	100% - Payless
	 
	 	2003	 	shares S$1.00 each	 	ShoeSource
	 
	 	 	 	Issued: 100	 	Worldwide, Inc.
	 
	 	 	 	ordinary shares	 	 
	 
	 	 	 	 	 	 
	Payless ShoeSource Canada GP, Inc.
	 	Canada	 	Unlimited common	 	100% - Payless
	 
	 	2005	 	shares $1.00 par	 	ShoeSource Canada,
	 
	 	 	 	value	 	Inc.
	 
	 	 	 	Issued: 1 common	 	 
	 
	 	 	 	stock	 	 
	 
	 	 	 	 	 	 
	Payless ShoeSource Canada, Inc.
	 	Canada	 	Unlimited shares of	 	100% PSS Canada,
	 
	 	1997	 	common stock	 	Inc. (KS)
	 
	 	 	 	$1.00 par value	 	 
	 
	 	 	 	Issued: 100 common	 	 
	 
	 	 	 	stock	 	 
	 
	 	 	 	 	 	 
	Payless ShoeSource Canada, LP
	 	Ontario, Canada	 	N/A	 	GP 0.00001% -
	 
	 	2005	 	 	 	Payless ShoeSource
	 
	 	 	 	 	 	Canada GP, Inc.
	 
	 	 	 	 	 	LP 99.99999% -
	 
	 	 	 	 	 	Payless ShoeSource
	 
	 	 	 	 	 	Canada, Inc.






171









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Payless ShoeSource de Guatemala
	 	Guatemala	 	Quetzales:	 	99.98% -- Payless
	LTDA
	 	2001	 	15,537,200	 	ShoeSource (BVI)
	 
	 	 	 	 	 	Holdings, Ltd
	 
	 	 	 	 	 	0.02% -- Payless
	 
	 	 	 	 	 	ShoeSource Limitada
	 
	 	 	 	 	 	 
	Payless ShoeSource De La República
	 	Dominican Republic	 	Consisting of	 	99.94% - Payless
	Dominicana, S.A.
	 	2001	 	200,000 shares of	 	ShoeSource (BVI)
	 
	 	 	 	DOP $5.00 each	 	Holdings, Ltd.
	 
	 	 	 	Issued: 100,000	 	0.01% - Payless
	 
	 	 	 	shares	 	ShoeSource, Limitada
	 
	 	 	 	 	 	0.01% - Payless
	 
	 	 	 	 	 	ShoeSource Honduras,
	 
	 	 	 	 	 	S. de R.L.
	 
	 	 	 	 	 	0.01% - Payless
	 
	 	 	 	 	 	ShoeSource of El
	 
	 	 	 	 	 	Salvador, Ltda de
	 
	 	 	 	 	 	C.V.
	 
	 	 	 	 	 	0.01% - Payless
	 
	 	 	 	 	 	ShoeSource de
	 
	 	 	 	 	 	Guatemala Limitada
	 
	 	 	 	 	 	0.01% - Payless
	 
	 	 	 	 	 	ShoeSource Limitada
	 
	 	 	 	 	 	& Compañia Limitada
	 
	 	 	 	 	 	(Nicaragua)
	 
	 	 	 	 	 	0.01% - Payless
	 
	 	 	 	 	 	ShoeSource Overseas
	 
	 	 	 	 	 	S.R.L.
	 
	 	 	 	 	 	 
	Payless ShoeSource Distribution,
	 	KS	 	100 shares of	 	100% - Payless
	Inc.
	 	1993	 	common stock	 	ShoeSource, Inc.
	 
	 	 	 	$1.00 par value	 	(MO)
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	 	 	 
	Payless ShoeSource Ecuador CIA,
	 	Ecuador	 	US$7,005	 	99.99% - Payless
	LTDA
	 	2001	 	Issued: US$7,005	 	ShoeSource Uruguay
	 
	 	 	 	 	 	SRL
	 
	 	 	 	 	 	0.01% - PSS Latin
	 
	 	 	 	 	 	America Holdings






172









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Payless ShoeSource Gold Value, Inc.
	 	Kansas	 	1,000 shares of	 	100% - Payless
	 
	 	2001	 	common stock	 	ShoeSource, Inc. (MO)
	 
	 	 	 	$.01 par value	 	 
	 
	 	 	 	Issued: 1,000	 	 
	 
	 	 	 	shares common stock	 	 
	 
	 	 	 	 	 	 
	Payless ShoeSource Honduras S De RL
	 	Republic of Honduras	 	28,357,100  Lempiras	 	98% - Payless
	 
	 	2002	 	Issued: n/a	 	ShoeSource (BVI)
	 
	 	 	 	 	 	Holdings Ltd.
	 
	 	 	 	 	 	2% - Payless
	 
	 	 	 	 	 	ShoeSource, Ltda.
	 
	 	 	 	 	 	 
	Payless ShoeSource International
	 	Hong Kong	 	401,750 shares	 	99.9998% - PSS
	Limited
	 	1970	 	HK$100 par value	 	Holdings
	 
	 	 	 	Issued: 401,750	 	.0002% Payless
	 
	 	 	 	shares	 	International
	 
	 	 	 	 	 	Finance B.V. in
	 
	 	 	 	 	 	trust  for PSS
	 
	 	 	 	 	 	Holdings
	 
	 	 	 	 	 	 
	Payless ShoeSource International
	 	Brazil	 	100 quotas --	 	75% - Payless
	Servicos Tecnicos E Inspetoria De
	 	1992	 	R$3,433.22 per	 	ShoeSource, Inc.
	Calcados S/C Ltda.
	 	 	 	quota (Brazilian	 	(MO),
	 
	 	 	 	REALS)	 	25% - PSS Investment
	 
	 	 	 	Issued: 100 quotas	 	I, Inc. (NV)
	 
	Payless ShoeSource Leasing, LLC
	 	Delaware	 	N/A	 	100% - Payless
	 
	 	2002	 	 	 	ShoeSource,  Inc.
	 
	 	 	 	 	 	(MO)
	 
	 	 	 	 	 	 
	Payless ShoeSource Limitada &
	 	Nicaragua	 	33,050,000 Cordobas	 	99.99% - Payless
	Compañia Limitada (Nicaragua)
	 	2002	 	Issued: n/a	 	ShoeSource (BVI)
	 
	 	 	 	 	 	Holdings Ltd.
	 
	 	 	 	 	 	0.01% Payless
	 
	 	 	 	 	 	ShoeSource, Limitada
	 
	 	 	 	 	 	 
	Payless ShoeSource Limitada (Costa
	 	Costa Rica	 	10,000 Colones	 	100% - Payless
	Rica)
	 	2000	 	(approx. US$20.00)	 	ShoeSource (BVI)
	 
	 	 	 	Issued: n/a	 	Holdings, Ltd.






173









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Payless ShoeSource Merchandising,
	 	KS	 	100 shares of	 	100% - Payless
	Inc.
	 	1993	 	common stock	 	ShoeSource, Inc.
	 
	 	 	 	$1.00 par value	 	(MO)
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	of common stock	 	 
	 
	 	 	 	 	 	 
	Payless ShoeSource of El Salvador,
	 	El Salvador	 	100,000 Salvadoran	 	99.99% - Payless
	LTDA De C.V.
	 	2001	 	Colones	 	ShoeSource (BVI)
	 
	 	 	 	Issued: 100,000	 	Holdings Ltd.
	 
	 	 	 	Salvadoran  Colones	 	0.01% Payless
	 
	 	 	 	 	 	ShoeSource, Limitada
	 
	 	 	 	 	 	(Costa Rica)
	 
	 	 	 	 	 	 
	Payless ShoeSource of Puerto Rico,
	 	Puerto Rico	 	1,000 shares of	 	100% - Payless
	Inc.
	 	1991	 	common stock	 	ShoeSource, Inc.
	 
	 	 	 	$1.00 par value	 	(MO)
	 
	 	 	 	Issued: 1,000	 	 
	 
	 	 	 	shares of common	 	 
	 
	 	 	 	stock	 	 
	 
	 	 	 	 	 	 
	Payless ShoeSource of St. Lucia
	 	St. Lucia	 	10,000,000 shares	 	100% -- Payless
	Ltd.
	 	2001	 	per value US$1.00	 	ShoeSource (BVI)
	 
	 	 	 	Issued: 300,000	 	Holdings, Ltd.
	 
	 	 	 	shares @US$1.00 per	 	 
	 
	 	 	 	share	 	 
	 
	 	 	 	 	 	 
	Payless ShoeSource of Trinidad
	 	Trinidad and Tobago	 	300,000 ordinary	 	100% - Payless
	Unlimited
	 	2001	 	shares par value	 	ShoeSource of St.
	 
	 	 	 	US$1.00	 	Lucia Ltd.
	 
	 	 	 	Issued: N/A	 	 
	 
	 	 	 	 	 	 
	Payless ShoeSource Overseas S.R.L.
	 	Panama	 	50,000	 	99.99% - Payless
	 
	 	2002	 	participations of	 	ShoeSource (BVI)
	 
	 	 	 	US$1.00	 	Holdings, Ltd
	 
	 	 	 	Issued: 50,000	 	0.01% Payless
	 
	 	 	 	participations	 	ShoeSource, Limitada






174









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Payless ShoeSource Saipan, Inc.
	 	Northern Mariana	 	10,000 shares	 	100% - Payless
	 
	 	Island	 	common stock	 	ShoeSource
	 
	 	1997	 	$1.00 par value	 	Worldwide, Inc. (KS)
	 
	 	 	 	Issued: 7,500	 	 
	 
	 	 	 	shares common stock	 	 
	 
	 	 	 	 	 	 
	Payless ShoeSource Spain, S.L.
	 	Spain	 	10,000 EUROS	 	100% - Payless
	 
	 	2004	 	Issued: N/A	 	ShoeSource Uruguay
	 
	 	 	 	 	 	S.R.L.
	 
	 	 	 	 	 	 
	Payless ShoeSource Uruguay S.R.L.
	 	Uruguay	 	$600,000 (Uruguayan	 	99.9333% - Payless
	 
	 	2002	 	pesos)	 	ShoeSource Andean
	 
	 	 	 	Issued: $300,000	 	Holdings
	 
	 	 	 	 	 	.0667% - PSS Latin
	 
	 	 	 	 	 	America Holdings
	 
	 	 	 	 	 	 
	Payless ShoeSource Worldwide, Inc.
	 	KS	 	100 shares of	 	100% - Payless
	 
	 	1993	 	common stock	 	ShoeSource, Inc.
	 
	 	 	 	$1.00 par value	 	(MO)
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	of common stock	 	 
	 
	 	 	 	 	 	 
	Payless ShoeSource, Andean
	 	Cayman Islands	 	160,000 Class A	 	60% - Class A - PSS
	Holdings
	 	2002	 	Shares of a par	 	Latin America
	 
	 	 	 	value of US$0.10	 	Holdings
	 
	 	 	 	and 240,000 Class B	 	40% - Class B -
	 
	 	 	 	Shares of a par	 	South America Local
	 
	 	 	 	value of US$0.10	 	Partners, S.A.
	 
	 	 	 	Issued: 60,000	 	 
	 
	 	 	 	-Class A	 	 
	 
	 	 	 	40,000 - Class B	 	 
	 
	 	 	 	 	 	 
	Payless ShoeSource, Inc.
	 	MO	 	10,000,000 shares	 	100% - Collective
	 
	 	1961	 	of common stock  -	 	Brands Finance,
	 
	 	 	 	$0.01 par value	 	Inc.(NV)
	 
	 	 	 	Issued: 1 share	 	 
	 
	 	 	 	common stock	 	 






175









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Payless ShoeSource, S.A. de C.V.
	 	Mexico	 	50,000 shares common	 	99.998% Payless
	 
	 	1992	 	No par value	 	Controladora, S.A.
	 
	 	 	 	 	 	de C.V. (Mexico),
	 
	 	 	 	 	 	0.002% PSS
	 
	 	 	 	 	 	Investment I, Inc.
	 
	 	 	 	 	 	(KS)
	 
	 	 	 	 	 	 
	PSS Canada Finance, LP
	 	New Brunswick,	 	25,000,000 units	 	1% - Payless
	 
	 	Canada	 	$1 par value	 	ShoeSource Canada
	 
	 	2003	 	Issued: 250,000	 	GP, Inc.
	 
	 	 	 	units PSS Canada,	 	99% - Collective
	 
	 	 	 	Inc.	 	Brands Finance, Inc.
	 
	 	 	 	24,750,000 units --	 	 
	 
	 	 	 	Collective Brands	 	 
	 
	 	 	 	Finance, Inc.	 	 
	 
	 	 	 	 	 	 
	PSS Canada, Inc.
	 	KS	 	100 shares common	 	100% - Payless
	 
	 	1997	 	stock $1.00 par	 	ShoeSource
	 
	 	 	 	value	 	Worldwide, Inc. (KS)
	 
	 	 	 	 	 	 
	PSS Delaware Company 2, Inc.
	 	Delaware	 	1,500 shares of	 	100% - Collective
	 
	 	1999	 	common stock  $0.01	 	Brands Finance,
	 
	 	 	 	par value	 	Inc.(NV)
	 
	 	 	 	 	 	 
	PSS Delaware Company 3, Inc.
	 	Delaware	 	1,500 shares of	 	100% Collective
	 
	 	1999	 	common stock  $0.01	 	Brands Finance,
	 
	 	 	 	par value	 	Inc.(NV)
	 
	 	 	 	 	 	 
	PSS Delaware Company 4, Inc.
	 	Delaware	 	1,500 shares of	 	100% - Collective
	 
	 	1999	 	common stock  $0.01	 	Brands Finance,
	 
	 	 	 	par value	 	Inc.(NV)
	 
	 	 	 	 	 	 
	PSS Holdings
	 	Cayman Islands	 	50,000 shares par	 	100% - Payless
	 
	 	2002	 	value of US$1.00	 	ShoeSource
	 
	 	 	 	 	 	Worldwide, Inc.
	 
	 	 	 	 	 	 
	PSS International Holdings,
	 	Cayman Islands	 	1,000 shares common	 	100% Payless
	Limited*
	 	2007	 	stock	 	ShoeSource
	 
	 	 	 	 	 	Worldwide,  Inc.






176









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	PSS Investment I, Inc.
	 	NV	 	100 shares of	 	100% - Payless
	 
	 	1992	 	common stock  $1.00	 	ShoeSource, Inc.
	 
	 	 	 	par value	 	(MO)
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	common stock	 	 
	 
	 	 	 	 	 	 
	PSS Investment III, Inc.
	 	KS	 	100 shares of	 	100% - Payless
	 
	 	1998	 	common stock	 	ShoeSource, Inc.
	 
	 	 	 	Issued: 100 shares	 	(MO)
	 
	 	 	 	common stock -	 	 
	 
	 	 	 	$1.00 par value	 	 
	 
	 	 	 	 	 	 
	PSS Latin America Holdings
	 	Cayman Islands	 	50,000 shares par	 	100% - PSS Holdings
	 
	 	2002	 	value of US$1.00	 	 
	 
	 	 	 	Issued:  100 shares	 	 
	 
	 	 	 	 	 	 
	San Jose Acquisition Corp.
	 	Massachusetts	 	100 shares of	 	100% - Collective
	 
	 	2007	 	common stock	 	Brands Finance,
	 
	 	 	 	$.25 par value	 	Inc.(NV)
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	common stock	 	 
	 
	 	 	 	 	 	 
	Shenzhen footwear Consulting
	 	Shenzhen	 	US$250,000	 	100% - Payless
	Company
	 	2003	 	Issued: N/A	 	ShoeSource
	 
	 	 	 	 	 	International
	 
	 	 	 	 	 	Limited
	 
	 	 	 	 	 	 
	Shoe Sourcing, Inc.
	 	Kansas	 	1,000 shares of	 	100% - Collective
	 
	 	2000	 	common stock	 	Brands Finance,
	 
	 	 	 	$0.01 par value	 	Inc.(NV)
	 
	 	 	 	Issued: 1,000	 	 
	 
	 	 	 	shares of common	 	 
	 
	 	 	 	stock	 	 






177









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	PSS Canada Financial Management
	 	Canada	 	100 shares of	 	100% Collective
	Corp.*
	 	2007	 	common stock	 	Brands Finance, Inc.
	 
	 	 	 	$1.00 par value	 	(NV)
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	common stock	 	 
	 
	 	 	 	 	 	 
	PSS Canada Financial Services
	 	Canada	 	100 shares of	 	100% Collective
	Corp.*
	 	2007	 	common stock	 	Brands Finance, Inc.
	 
	 	 	 	$1.00 par value	 	(NV)
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	common stock	 	 
	 
	 	 	 	 	 	 
	PSS US Investments, LP*
	 	Nevada	 	1,100 LP Units	 	PSS Canada Financial
	 
	 	2007	 	100 GP Units	 	Services Corp.
	 
	 	 	 	C$1 per unit on	 	 
	 
	 	 	 	formation of entity	 	 
	 
	 	 	 	 	 	 
	PSS US Holdings, LLC*
	 	Nevada	 	1,200 Membership	 	100% - PSS Canada
	 
	 	2007	 	Units	 	Holdings Corp.
	 
	 	 	 	C$1 per unit on	 	 
	 
	 	 	 	formation of entity	 	 
	 
	 	 	 	 	 	 
	PSS Canada Holdings Corp.*
	 	Canada	 	1,200 common shares	 	100% - PSS US
	 
	 	2007	 	without nominal or	 	Investments, LP
	 
	 	 	 	par value	 	 
	 
	 	 	 	 	 	 
	PSS Canada Investments, LP*
	 	Canada	 	1,098 LP Units	 	LP -- PSS Canada,
	 
	 	2007	 	2 GP Units	 	Inc.
	 
	 	 	 	 	 	GP -- Collective
	 
	 	 	 	 	 	Brands Finance, Inc.






178









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	The Stride Rite Corporation
	 	Massachusetts	 	CWP 135,000,000	 	Collective Brands,
	 
	 	11/14/1919	 	PWP 1,000,000	 	Inc. (100%)
	 
	 	 	 	Issued: 36,320,579	 	 
	 
	 	 	 	shares CWP	 	 
	 
	 	 	 	 	 	 
	Stride Rite Children’s Group, Inc.
	 	Massachusetts	 	150,000 shares of	 	The Stride Rite
	 
	 	11/18/1971	 	common stock	 	Corporation (100%)
	 
	 	 	 	Issued: 10,000	 	 
	 
	 	 	 	shares common stock	 	 
	 
	 	 	 	 	 	 
	The Keds Corporation
	 	Massachusetts	 	250,000 shares of	 	The Stride Rite
	 
	 	8/09/1979	 	common stock	 	Corporation (100%)
	 
	 	 	 	Issued: 101,000	 	 
	 
	 	 	 	shares common stock	 	 
	 
	 	 	 	 	 	 
	Sperry Top-Sider, Inc.
	 	Massachusetts	 	250,000 shares of	 	The Stride Rite
	 
	 	8/09/1979	 	common stock	 	Corporation (100%)
	 
	 	 	 	Issued: 500 shares	 	 
	 
	 	 	 	common stock	 	 
	 
	 	 	 	 	 	 
	Stride Rite Sourcing
	 	Massachusetts	 	250,000 shares of	 	The Stride Rite
	International, Inc.
	 	8/10/1979	 	common stock	 	Corporation (100%)
	 
	 	 	 	Issued: 5,000	 	 
	 
	 	 	 	shares common stock	 	 
	 
	 	 	 	 	 	 
	SRR, Inc.
	 	Delaware	 	1,000 shares of	 	SR Holdings, Inc.
	 
	 	9/27/1983	 	common stock	 	(100%)
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	common stock	 	 
	 
	 	 	 	 	 	 
	Stride Rite Investment Corporation
	 	Massachusetts	 	300,000 shares of	 	The Stride Rite
	 
	 	3/30/1983	 	common stock	 	Corporation (100%)
	 
	 	 	 	Issued: 1,000	 	 
	 
	 	 	 	shares common stock	 	 






179









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Stride Rite Canada Limited
	 	Canada	 	Unlimited	 	Saucony, Inc. (100%)
	 
	 	9/19/1986	 	 	 	 
	 
	 	 	 	 	 	 
	S R Holdings Inc.
	 	Delaware	 	10,000 shares of	 	The Stride Rite
	 
	 	11/24/1987	 	common stock	 	Corporation (100%)
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	common stock	 	 
	 
	 	 	 	 	 	 
	Stride Rite International Corp.
	 	Massachusetts	 	200,000 shares of	 	The Stride Rite
	 
	 	4/04/1991	 	common stock	 	Corporation (100%)
	 
	 	 	 	Issued: 10,000	 	 
	 
	 	 	 	shares common stock	 	 
	 
	 	 	 	 	 	 
	SRL, Inc.
	 	Delaware	 	10,000 shares of	 	The Stride Rite
	 
	 	7/08/1991	 	common stock	 	Corporation (100%)
	 
	 	 	 	Issued: 10,000	 	 
	 
	 	 	 	shares common stock	 	 
	 
	 	 	 	 	 	 
	Tommy Hilfiger Footwear, Inc.
	 	Massachusetts	 	100,000 shares of	 	The Stride Rite
	 
	 	3/22/1996	 	common stock	 	Corporation (100%)
	 
	 	 	 	Issued: 1,000	 	 
	 
	 	 	 	shares common stock	 	 
	 
	 	 	 	 	 	 
	SR/Ecom, Inc.
	 	Massachusetts	 	100,000 shares of	 	The Stride Rite
	 
	 	5/12	 	common stock	 	Corporation (100%)
	 
	 	1997	 	Issued: 100 shares	 	 
	 
	 	 	 	common stock	 	 
	 
	 	 	 	 	 	 
	SRCG/Ecom, Inc.
	 	Delaware	 	100,000 shares of	 	The Stride Rite
	 
	 	2/12/2004	 	common stock	 	Corporation (100%)
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	common stock	 	 
	 
	 	 	 	 	 	 
	STS/Ecom, Inc.
	 	Delaware	 	100,000 shares of	 	The Stride Rite
	 
	 	12/05/2005	 	common stock	 	Corporation (100%)
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	common stock	 	 






180









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Saucony, Inc.
	 	Massachusetts	 	CWP 20,000,000	 	The Stride Rite
	 
	 	5/14/1920	 	CWP 20,000,000	 	Corporation (100%)
	 
	 	 	 	PWP 500,000	 	 
	 
	 	 	 	Issued: 1 share CWP	 	 
	 
	 	 	 	 	 	 
	Saucony UK, Inc.
	 	Massachusetts	 	20,000 shares of	 	Saucony, Inc. (100%)
	 
	 	11/27/1991	 	common stock	 	 
	 
	 	 	 	Issued: 1,000	 	 
	 
	 	 	 	shares common stock	 	 
	 
	 	 	 	 	 	 
	Saucony/Ecom, Inc.
	 	Delaware	 	100 shares of	 	The Stride Rite
	 
	 	1/30/2007	 	common stock	 	Corporation (100%)
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	of common stock	 	 
	 
	 	 	 	 	 	 
	Keds LLC
	 	Delaware	 	N/A	 	The Keds Corp. (100%)
	 
	 	12/02/2002	 	 	 	 
	 
	 	 	 	 	 	 
	Stride Rite LLC
	 	Delaware	 	N/A	 	Stride Rite
	 
	 	12/02/2002	 	 	 	Children’s Group,
	 
	 	 	 	 	 	Inc. (100%)
	 
	 	 	 	 	 	 
	SRCG LLC
	 	Delaware	 	N/A	 	Stride Rite
	 
	 	12/02/2002	 	 	 	Children’s Group,
	 
	 	 	 	 	 	Inc. (100%)
	 
	 	 	 	 	 	 
	Stride Rite International
	 	Delaware	 	10 shares of common	 	Saucony, Inc. (100%)
	Holdings, Inc.
	 	11/21/2006	 	stock	 	 
	 
	 	 	 	 	 	 
	Stride Rite Bermuda LP
	 	Bermuda	 	N/A	 	Stride Rite
	 
	 	 	 	 	 	International LLC
	 
	 	 	 	 	 	(100%)






181









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Stride Rite International LLC
	 	Delaware	 	N/A	 	Stride Rite
	 
	 	11/16/2006	 	 	 	International
	 
	 	 	 	 	 	Holdings, Inc.
	 
	 	 	 	 	 	(100%)
	 
	 	 	 	 	 	 
	Stride Rite UK Limited
	 	UK	 	1,000 Ordinary	 	Stride Rite Bermuda
	 
	 	 	 	Shares at 1.00 €	 	LP (100%)
	 
	 	 	 	each	 	 
	 
	 	 	 	Issued: 1 Ordinary	 	 
	 
	 	 	 	Share	 	 
	 
	 	 	 	 	 	 
	Robeez Australia Pty. Ltd.
	 	Australia	 	100 Ordinary Shares	 	Saucony, Inc. (100%)
	 
	 	 	 	issued and	 	 
	 
	 	 	 	outstanding	 	 
	 
	 	 	 	 	 	 
	Robeez Ltd.
	 	Ireland	 	1,000,000 Ordinary	 	Saucony, Inc. (100%)
	 
	 	 	 	Shares at 1.00 €	 	 
	 
	 	 	 	each; 1,000	 	 
	 
	 	 	 	Preferred Shares at	 	 
	 
	 	 	 	1,000 € each;	 	 
	 
	 	 	 	1,000,000 “B”	 	 
	 
	 	 	 	Ordinary Shares at	 	 
	 
	 	 	 	1.00 € each;	 	 
	 
	 	 	 	1,000,000 “A”	 	 
	 
	 	 	 	Ordinary Shares at	 	 
	 
	 	 	 	1.00 € each	 	 
	 
	 	 	 	Issued: 100	 	 
	 
	 	 	 	Ordinary Shares;	 	 
	 
	 	 	 	100 “B” Ordinary	 	 
	 
	 	 	 	Shares; 100 “A”	 	 
	 
	 	 	 	Ordinary Shares	 	 
	 
	 	 	 	 	 	 
	Robeez European Sales Ltd.
	 	UK	 	10,000 Ordinary	 	Stride Rite Bermuda
	 
	 	 	 	Shares at 1.00 €	 	LP (100%)
	 
	 	 	 	each	 	 
	 
	 	 	 	Issued: 100	 	 
	 
	 	 	 	Ordinary Shares	 	 






182









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Robeez (UK) Ltd.
	 	UK	 	1,000 Ordinary	 	Stride Rite Bermuda
	 
	 	 	 	Shares with a value	 	LP (100%)
	 
	 	 	 	of 1.00 £ each	 	 
	 
	 	 	 	Issued: 100	 	 
	 
	 	 	 	Ordinary Shares	 	 
	 
	 	 	 	 	 	 
	Stride Rite Europe B.V.
	 	Netherlands	 	2,000 Ordinary	 	Saucony UK, Inc.
	 
	 	 	 	Shares	 	(100%)
	 
	 	 	 	Issued: 400	 	 
	 
	 	 	 	Ordinary Shares	 	 
	 
	 	 	 	 	 	 
	Saucony Deutschland Vertriebs GmbH
	 	Germany	 	50,000 shares	 	Saucony, Inc. (100%)
	 
	 	 	 	issued and	 	 
	 
	 	 	 	outstanding	 	 
	 
	 	 	 	 	 	 
	Saucony Asia Pacific Limited
	 	Hong Kong	 	1,094,200 shares of	 	Saucony, Inc. (100%)
	 
	 	 	 	common stock with a	 	 
	 
	 	 	 	par value of HK	 	 
	 
	 	 	 	$1.00 per share:	 	 
	 
	 	 	 	Issued: 1,094,000	 	 
	 
	 	 	 	shares	 	 
	 
	 	 	 	 	 	 
	Robeez Logistics Inc.
	 	Nevada	 	75,000 shares of	 	Saucony, Inc. (100%)
	 
	 	8/16/2005	 	common stock	 	 
	 
	 	 	 	Issued: 100 shares	 	 
	 
	 	 	 	 	 	 
	Robeez U.S. Inc.
	 	Washington	 	50,000 Common Stock	 	Robeez US Holdings
	 
	 	11/29/2004	 	without par value,	 	Inc. (100%)
	 
	 	 	 	50,000 Preferred	 	 
	 
	 	 	 	Stock with a stated	 	 
	 
	 	 	 	value of $100.00	 	 
	 
	 	 	 	per share	 	 
	 
	 	 	 	Issued: 1,000	 	 
	 
	 	 	 	Common Stock	 	 






183









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Percentage of shares
	 	 	Organization	 	Capitalization	 	of each class owned
	 	 	and Date of	 	of Parent’s	 	(directly or indirectly
	Name of Company	 	Incorporation	 	Subsidiaries	 	by Parent)
	Robeez US Holdings Inc.
	 	Nevada	 	75,000 shares of	 	Saucony, Inc. (100%)
	 
	 	8/03/2004	 	common stock	 	 
	 
	 	 	 	Issued: 1,000 shares	 	 
	 
	 	 	 	 	 	 
	Stride Rite Mexico
	 	Mexico	 	500 shares issued	 	The Stride Rite
	 
	 	 	 	and outstanding	 	Corporation (1%); S
	 
	 	 	 	 	 	R Holdings Inc.
	 
	 	 	 	 	 	(99%)








 




			
	*	 	In the process of being organized in the noted jurisdiction in connection with the China
restructuring. The planned parent of each new subsidiary is set forth above. Upon completion of
setting up the organizations, the remaining information for each of these subsidiaries will be
provided as required.






184












 





Schedule 5.9

Litigation




          Payless





	1.	 	Jacinda Deukmejian and Sharon Curtis v. Payless ShoeSource, Inc. (Superior Court of
California, County of Los Angeles — 02/28/07) (consolidation of two separate actions
involving claims by customers that PSS requested personal identification information during
credit card refund transactions in violation of California law)






	2.	 	Kirk Graham v. Payless ShoeSource Canada, Inc. (Superior Court of Ontario —
08/15/06) (former employee alleges wrongful termination without just cause)






	3.	 	Elyzette Rodrigeuz v. Payless ShoeSource Puerto Rico, Inc. (Puerto Rico District
Court — 06/25/07)(former employee alleges constructive termination)






	4.	 	Ricardo Jalil — Letter dated 03/26/07 on behalf of former full-time employee from
New Jersey claiming termination in violation of the FMLA and state law.






	5.	 	Beatrice McMullen — Letter dated 04/05/07 on behalf of former Assistant Store
Manager in New Jersey claiming unlawful harassment, discrimination, and retaliation.






	6.	 	Kevin Stroud — Letter dated 04/20/07 on behalf of former part-time employee in
Michigan claiming unlawful harassment, discrimination, assault, and emotional distress.






	7.	 	Maria Elizarras — Letter dated 05/16/07 on behalf of former full-time employee in
California claiming pregnancy discrimination and emotional distress.






	8.	 	Amanda Petrovic — Letter dated 05/23/07 on behalf of former part-time employee in
Minnesota claiming unpaid wages, including vacation, personal and sick leave.






	9.	 	Rahana Khan — Letter dated 05/23/06 on behalf of former Assistant Store Manager from
Connecticut claiming wrongful termination.






	10.	 	Lisa Dozier — Letter dated 07/06/06 on behalf of former full-time employee from
Oregon claiming she worked “off-the-clock” in violation of the FLSA and state law.






	11.	 	Gilbert Crossings Center, LLC v. Payless ShoeSource, Inc. (Superior Court of
California, County of Los Angeles — 07/17/07) (claim by landlord for unpaid rent)






	12.	 	El Centro Mall v. Payless ShoeSource, Inc. (Superior Court of California, Orange
County — 09/06/06) (claim by landlord for liquidated damages based on store closure)






	13.	 	Andel Alkathib v. Payless ShoeSource Puerto Rico, Inc. (Superior Court of Puerto Rico
 — 10/25/06) (claim by landlord for unpaid rent and fees)






	14.	 	NYC Environmental Control Board — Letter dated 09/06/06 claiming Payless owes money
in violations and fines dating back over 10 years.




185









 












	15.	 	Emkay, LLC — Letter dated 05/02/07 on behalf of landlord for Payless to clean up
property in Brooklyn, NY.






	16.	 	NCO Financial Systems, Inc. — Letter dated 06/12/06 on behalf of landlord for unpaid
rent in Massachusetts.






	17.	 	Applegate Drayage Company — Letter dated 06/02/06 on behalf of vendor alleged
amounts due under contract.






	18.	 	El Camino — Letter dated 01/12/05 on behalf of factory in Brazil relating to alleged
amounts owed under contract.






	19.	 	Intellectual Property Claims:





	 	 	 	 	 	 	 	 	 

	adidas America v.
Payless ShoeSource

	 	Trademark & Trade

Dress
	 	USDC

Oregon

01-CV-01655

03-CV-01116
	 	11/2001
	 	Trademark and trade
dress claims
relating to use of
stripe designs on
footwear
	 
	 	 	 	 	 	 	 	 
	AEO v. Payless
ShoeSource

	 	Trademark, Trade
Dress & alleged
Breach of Contract
	 	USDC ED

New York

07-1675

(ERK)
	 	4/2007
	 	Dispute regarding
rights to use
American EagletTM
and AEO trademarks.
	 
	 	 	 	 	 	 	 	 
	Crocs, Inc. v.
Collective
Licensing
International,
LLC (and others)

	 	Design & Utility

Patent
	 	ITC

337-TA-2478
	 	3/2006
	 	Design patent and
utility patent
claims (trade dress
claims dismissed)
regarding foam
footwear
	 
	 	 	 	 	 	 	 	 
	Crocs, Inc. v.
Collective
Licensing
International,
LLC (and others)

	 	Design, Utility
Patent and Trade
Dress
	 	USDC Colorado

06-CV-00605
	 	4/2006
	 	Design patent,
utility patent and
trade dress claims
relating to foam
footwear designs
	 
	 	 	 	 	 	 	 	 
	Deer Stags, Inc. v.
Payless ShoeSource

	 	Trademark & Trade

Dress
	 	N/A — Claim Letter
	 	4/2007
	 	Claims RED CARPET
COLLECTION BY
PATRICIA FIELD
infringes Deer
Stag’s RED CARPET
COLLECTION mark
	 
	 	 	 	 	 	 	 	 
	Diadora S.p.A.
Corporation and
Diadora America,
Inc. v. Payless
ShoeSource

	 	Trademark
	 	N/A — Claim Letter
	 	7/2007
	 	Trademark claim
relating to use of
side design on
footwear
	 
	 	 	 	 	 	 	 	 
	Gary George v.
Payless ShoeSource
(and potentially
others)

	 	Patent
	 	N/A — Claim Letter
	 	12/2006
	 	Utility patent
claim relating to
outsoles






186









 






	 	 	 	 	 	 	 	 	 

	Just Born, Inc. v.
Payless ShoeSource

	 	Trademark
	 	N/A — Claim Letter
	 	4/2007
	 	Claims regarding
alleged use of the
word “peeps” in a
radio advertisement
	 
	 	 	 	 	 	 	 	 
	K-Swiss v. Payless
ShoeSource

	 	Trademark & Trade

Dress
	 	USDC CD California

CV04-0779 RJK

(RCx)
	 	2/2004
	 	Trademark and trade
dress claims
regarding striped
athletic footwear
designs
	 
	 	 	 	 	 	 	 	 
	MedCom USA v.
Payless ShoeSource
and others

	 	Utility Patent
	 	N/A — Claim Letter
	 	10/2005
	 	Utility patents
claim relating to
gift and debit card
technology
	 
	 	 	 	 	 	 	 	 
	Puma v Payless 

ShoeSource

	 	Trademark
	 	USDC Massachusetts

06-CV-11943 (RGS)
	 	10/2006
	 	Trademark claim

based on sweep

design on athletic

shoes
	 
	 	 	 	 	 	 	 	 
	Skechers v. Payless
ShoeSource

	 	Design patent &

Trade Dress
	 	N/A — Claim Letter
	 	3/2007
	 	Design patent and
trade dress claims
relating to
footwear designs
	 
	 	 	 	 	 	 	 	 
	Vans, Inc. v.
Payless ShoeSource

	 	Trademark
	 	N/A — Claim Letter
	 	12/2005
	 	Trademark claims
relating to
checkerboard design
trademark
	 
	 	 	 	 	 	 	 	 
	Wolverine
Worldwide, Inc v.
Payless ShoeSource
(and potentially
others)

	 	Utility Patent
	 	N/A — Claim Letter
	 	8/2006
	 	Utility patent
claim relating to
footwear outsole
technology






     Not included:




	1.	 	Pending administrative discrimination charges or “pure” employment discrimination
lawsuits (Borrower maintains these are covered by insurance).





     Stride Rite



	 	 	 	 	 	 	 
	Name of Suit	 	Controversy	 	Court	 	Date Filed/Case No.
	Stride Rite
Corporation v.
Verotix Systems

	 	Declaratory judgment
action brought by
Stride Rite seeking a
declaration that a
Software Licensing
Agreement is not
enforceable against
Stride Rite. (Related
to warehouse sorting
system)
	 	US District Court,
District of
Massachusetts
	 	12/22/05

1:05-cv-12575






187









 






	 	 	 	 	 	 	 
	Name of Suit	 	Controversy	 	Court	 	Date Filed/Case No.
	Lumino Designs,
Inc. v. Target
Corporation, et al.

	 	Patent Infringement

(lighted shoes)
	 	US District Court,
Northern District
of Illinois
	 	6/24/05

1:05-cv-03699
	 
	 	 	 	 	 	 
	Cushion
Technologies, LLC
v. Adidas Salomon
North America,
Inc., et al.

	 	Patent Infringement

(cushioning technology)
	 	US District Court,
Eastern District of
Texas
	 	8/30/2006

2-06cv347 (TJW)
	 
	 	 	 	 	 	 
	Cushion
Technologies, LLC
v. American
Sporting Goods,
Corp, et al.

	 	Patent Infringement

(cushioning technology)
	 	US District Court,
Eastern District of
Texas
	 	3/30/2007 2:07cv109

(TJW)
	 
	 	 	 	 	 	 
	Dr. Steven E.
Robbins v. The
Stride Rite
Corporation

	 	Patent Infringement

(resilient sole)
	 	US District Court
Southern District
of New York
	 	8/8/2007

07-CIV-7069
	 
	 	 	 	 	 	 
	Julie Richard and
Charlene Cardillo
v. Stride Rite
Corporation, James
Luks and Emily
Wallengren

	 	Age Discrimination,

Retaliation

(terminated corporate employees)
	 	Massachusetts,

Superior Court,

Middlesex County
	 	5/24/2005

CV05-1780
	 
	 	 	 	 	 	 
	Sharon Chow vs.
Tommy Hilfiger
Footwear

	 	Sex Discrimination

(terminated TH designer)
	 	U.S. District
Court, Southern
District of New
York
	 	2/28/2005

05 CV 2417
	 
	 	 	 	 	 	 
	Deborah Hutchinson
vs. Stride Rite
Children’s Group,
Inc.

	 	Sex and Age
Discrimination
(terminated store
manager)
	 	U.S. District
Court, Southern
District of Ohio
	 	11/16/2005

1:05CV738
	 
	 	 	 	 	 	 
	Henry Strapp v.
Stride Rite Corp
and Richard
Woodworth

	 	Age Discrimination

(terminated corporate employee)
	 	Commonwealth of
Massachusetts
Commission Against
Discrimination
	 	1/11/2007

07BEM01677






188









 






Schedule 5.12

Employee Benefits





	 	1.	 	The Stride Rite Corporation Retirement Income Plan, as amended and restated as of
January 1, 2001, and as amended on December 23, 2002; April 13, 2005, February 1, 2006;
and December 31, 2006.




Other than the Stride Rite plan listed above, Collective Brands, Inc. does not have any
defined benefit (as defined in Section 3(35) of ERISA) subject to Title IV of ERISA.
Payless ShoeSource, Inc. (“Payless”) does have a Supplementary Retirement Plan which is an
unfunded nonqualified defined benefit plan offered to a select group of management and highly
compensated employees. This top hat plan is funded through the general assets of Payless.






189









 








Schedule 5.13

Environmental Matters




     In 2004, environmental contamination of soils and river sediments was discovered at the
facility owned by Stride Rite’s Saucony Inc. subsidiary in East Brookfield, Massachusetts.
Subsequent investigations, which are ongoing and incomplete at this time, have further defined the
extent of such contamination, which appears to extend beyond the Saucony facility’s property
boundaries within the East Brookfield River. On April 21, 2005, the Massachusetts Department of
Environmental Protection (MADEP) issued a notice of responsibility to Saucony stating that Saucony
is responsible for investigating and remediating the contamination. On April 4, 2006, Saucony was
issued a Tier IC response action Permit by the MADEP pursuant to Mass. Gen. Laws Ch. 21E and the
Massachusetts Contingency Plan regulations authorizing and requiring Saucony to conduct the
necessary response actions at the Site. In January, 2007, Saucony entered into a Joint Defense and
Cooperation Agreement with the Town of East Brookfield in which Saucony agreed to bear certain
costs of response actions at the site and the Town agreed to execute the MADEP Permit, which the
Town subsequently did. Stride Rite has established a reserve of approximately $1,680,000 for this
matter.



190









 





Schedule 5.15

Intellectual Property




     None.




191











 










Schedule 5.17

Deposit Accounts




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	Consolidated Store Deposit Accounts
	1

	 	COMMERCE BANK
	 	3035 SOUTH TOPEKA BLVD
	 	TOPEKA
	 	KS
	 	66611-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101100728	 
	4

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	5

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	6

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	7

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	10

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	11

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	12

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	13

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	15

	 	BANCFIRST
	 	101 NORTH BROADWAY
	 	OKLAHOMA CITY
	 	OK
	 	73102-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	103003632	 
	16

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	17

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	18

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	21

	 	BANK OF OKLAHOMA
	 	PO BOX 2300
	 	TULSA
	 	OK
	 	74192-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	103900036	 
	23

	 	IBC
	 	816 CONGRESS AVE
	 	AUSTIN
	 	TX
	 	78701-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	114902528	 
	24

	 	BANK OF OKLAHOMA
	 	PO BOX 2300
	 	TULSA
	 	OK
	 	74192-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	103900036	 
	25

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	26

	 	COMERICA BANK
	 	500 WOODWARD AVE
	 	DETROIT
	 	MI
	 	48226-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000096	 
	27

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	30

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	31

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	33

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	36

	 	BANK OF OKLAHOMA
	 	PO BOX 2300
	 	TULSA
	 	OK
	 	74192-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	103900036	 
	37

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	38

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	39

	 	COMERICA BANK
	 	500 WOODWARD AVE
	 	DETROIT
	 	MI
	 	48226-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000096	 
	40

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	42

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	47

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	50

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 








 




			
	(***)†		This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




192









 











	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	53

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	55

	 	FIRST NATIONAL BANK
	 	1620 DODGE STREET
	 	OMAHA
	 	NE
	 	68197-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	104000016	 
	58

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	62

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	64

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	68

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	69

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	70

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	71

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	72

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	73

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	78

	 	BANK OF THE WEST
	 	1800 CAREY AVENUE
	 	CHEYENNE
	 	WY
	 	82001-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121100782	 
	79

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	80

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	83

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	85

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	88

	 	COMPASS BANK
	 	701 32ND STREET, SOUTH
	 	BIRMINGHAM
	 	AL
	 	35296-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62001186	 
	89

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	96

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	98

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	99

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	100

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	102

	 	UMB BANK
	 	PO BOX 419226
	 	KANSAS CITY
	 	MO
	 	64141-6226
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101000695	 
	104

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	105

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	107

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	111

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	112

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	115

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	118

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	119

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	123

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	124

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	125

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	127

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	128

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




193









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	130

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	132

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	136

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	139

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	140

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	142

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	143

	 	BANCFIRST
	 	101 NORTH BROADWAY
	 	OKLAHOMA CITY
	 	OK
	 	73102-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	103003632	 
	145

	 	COMMERCE BANK
	 	PO BOX 419248
	 	KANSAS CITY
	 	MO
	 	64141-6248
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101000019	 
	146

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	150

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	151

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	154

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	156

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	161

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	162

	 	BANCFIRST
	 	101 NORTH BROADWAY
	 	OKLAHOMA CITY
	 	OK
	 	73102-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	103003632	 
	165

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	167

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	168

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	169

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	170

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	172

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	173

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	174

	 	COMMERCE BANK
	 	PO BOX 419248
	 	KANSAS CITY
	 	MO
	 	64141-6248
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101000019	 
	175

	 	BANCFIRST
	 	101 NORTH BROADWAY
	 	OKLAHOMA CITY
	 	OK
	 	73102-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	103003632	 
	176

	 	COMMERCE BANK
	 	PO BOX 419248
	 	KANSAS CITY
	 	MO
	 	64141-6248
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101000019	 
	183

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	184

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	185

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	186

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	187

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	188

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	189

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	200

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	201

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	203

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	204

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




194









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	205

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	206

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	207

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	208

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	210

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	211

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	212

	 	FIRST TENNESSEE BANK
	 	165 MADISON AVE
	 	MEMPHIS
	 	TN
	 	38103-2723
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	84000026	 
	213

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	214

	 	TRUSTMARK NATIONAL BANK
	 	PO BOX 291
	 	JACKSON
	 	MS
	 	39205-0291
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65300279	 
	215

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	218

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	219

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	220

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	221

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	222

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	223

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	225

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	226

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	229

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	231

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	232

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	234

	 	BRANCH BANKING AND TRUST CO.
	 	300 SUMMERS STREET
	 	CHARLESTON
	 	WV
	 	25301-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	51503394	 
	238

	 	TRUSTMARK NATIONAL BANK
	 	PO BOX 291
	 	JACKSON
	 	MS
	 	39205-0291
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65300279	 
	239

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	241

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	242

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	243

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	244

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	245

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	246

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	247

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	248

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	249

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	250

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	252

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	253

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




195









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	254

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	255

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	257

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	258

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	259

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	261

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	262

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	263

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	264

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	265

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	266

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	268

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	269

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	270

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	272

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	273

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	276

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	279

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	282

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	283

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	284

	 	COMPASS BANK
	 	701 32ND STREET, SOUTH
	 	BIRMINGHAM
	 	AL
	 	35296-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62001186	 
	285

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	289

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	291

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	292

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	293

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	15222-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	43000096	 
	294

	 	TRUSTMARK NATIONAL BANK
	 	PO BOX 291
	 	JACKSON
	 	MS
	 	39205-0291
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65300279	 
	295

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	296

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	298

	 	TRUSTMARK NATIONAL BANK
	 	PO BOX 291
	 	JACKSON
	 	MS
	 	39205-0291
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65300279	 
	300

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	15222-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	43000096	 
	301

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	302

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	303

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	304

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




196









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	305

	 	BRANCH BANKING AND TRUST CO.
	 	300 SUMMERS STREET
	 	CHARLESTON
	 	WV
	 	25301-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	51503394	 
	306

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	310

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	312

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	313

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	317

	 	NORTH FORK BANK
	 	WESTFIELD SHOPPING MALL
	 	BAYSHORE
	 	NY
	 	11706-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	21407912	 
	318

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	319

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	320

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	321

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	325

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	326

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	327

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	330

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	335

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	336

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	338

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	341

	 	TRUSTMARK NATIONAL BANK
	 	PO BOX 291
	 	JACKSON
	 	MS
	 	39205-0291
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65300279	 
	345

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	346

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	347

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	349

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	353

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	355

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	356

	 	TRUSTMARK NATIONAL BANK
	 	PO BOX 291
	 	JACKSON
	 	MS
	 	39205-0291
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65300279	 
	357

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	360

	 	COMPASS BANK
	 	701 32ND STREET, SOUTH
	 	BIRMINGHAM
	 	AL
	 	35296-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62001186	 
	361

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	363

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	367

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	369

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	371

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	372

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	373

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	374

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	375

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 








 




			
	(***)†	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




197









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	379

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	380

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	382

	 	TRUSTMARK NATIONAL BANK
	 	PO BOX 291
	 	JACKSON
	 	MS
	 	39205-0291
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65300279	 
	384

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	386

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	387

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	388

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	389

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	391

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	392

	 	TRUSTMARK NATIONAL BANK
	 	PO BOX 291
	 	JACKSON
	 	MS
	 	39205-0291
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65300279	 
	393

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	394

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	395

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	396

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	397

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	400

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	407

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	411

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	15222-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	43000096	 
	412

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	414

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	416

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	417

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	418

	 	COMPASS BANK
	 	701 32ND STREET, SOUTH
	 	BIRMINGHAM
	 	AL
	 	35296-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62001186	 
	420

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	422

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	423

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	424

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	426

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	428

	 	UMB BANK
	 	PO BOX 419226
	 	KANSAS CITY
	 	MO
	 	64141-6226
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101000695	 
	430

	 	UMB BANK
	 	PO BOX 419226
	 	KANSAS CITY
	 	MO
	 	64141-6226
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101000695	 
	434

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	435

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	439

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	441

	 	CITIZENS BANK RHODE ISLAND
	 	ONE CITIZENS PLAZA
	 	PROVIDENCE
	 	RI
	 	02903-1339
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	11500120	 
	443

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	444

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




198









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	446

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	448

	 	STANDARD FEDERAL BANK
	 	540 W. MADISON
	 	CHICAGO
	 	IL
	 	60661-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000805	 
	451

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	452

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	454

	 	BRANCH BANKING AND TRUST CO.
	 	300 SUMMERS STREET
	 	CHARLESTON
	 	WV
	 	25301-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	51503394	 
	455

	 	CHEVY CHASE BANK
	 	7101 DEMOCRACY BLVD
	 	BETHESDA
	 	MD
	 	20817-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	255071981	 
	457

	 	ABN-AMRO BANK / LASALLE
	 	135 SOUTH LASALLE STREET
	 	CHICAGO
	 	IL
	 	60603-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	71000505	 
	458

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	460

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	461

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	463

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	464

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	467

	 	BRANCH BANKING AND TRUST CO.
	 	300 SUMMERS STREET
	 	CHARLESTON
	 	WV
	 	25301-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	51503394	 
	468

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	471

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	473

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	474

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	476

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	478

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	480

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	482

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	484

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	485

	 	FIRST TENNESSEE BANK
	 	165 MADISON AVE
	 	MEMPHIS
	 	TN
	 	38103-2723
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	84000026	 
	486

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	487

	 	SOVEREIGN BANK
	 	1130 BERSHIRE BLVD
	 	WYOMISSING
	 	PA
	 	19610-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	231371663	 
	488

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	489

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	490

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	491

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	494

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	495

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	497

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	498

	 	SOVEREIGN BANK
	 	1130 BERSHIRE BLVD
	 	WYOMISSING
	 	PA
	 	19610-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	231371663	 
	499

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	503

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	504

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




199









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	505

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	507

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	508

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	511

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	512

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	513

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	515

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	517

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	518

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	519

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	521

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	522

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	523

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	526

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	533

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	535

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	536

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	537

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	538

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	540

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	541

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	542

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	543

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	546

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	547

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	549

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	550

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	551

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	552

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	554

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	15222-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	43000096	 
	556

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	557

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	559

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	562

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	565

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	567

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




200









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	569

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	574

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	575

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	576

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	578

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	580

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	581

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	582

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	583

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	588

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	590

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	592

	 	HARRIS BANK
	 	111 WEST MONROE STREET
	 	CHICAGO
	 	IL
	 	60603-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	71000288	 
	593

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	595

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	597

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	598

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	599

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	602

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	604

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	606

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	611

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	616

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	618

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	619

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	620

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	621

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	623

	 	COMMERCE BANK
	 	PO BOX 419248
	 	KANSAS CITY
	 	MO
	 	64141-6248
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101000019	 
	624

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	625

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	627

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	628

	 	STANDARD FEDERAL BANK
	 	540 W. MADISON
	 	CHICAGO
	 	IL
	 	60661-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000805	 
	629

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	630

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	631

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	632

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	633

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




201









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	637

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	639

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	640

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	641

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	642

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	643

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	644

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	645

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	646

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	647

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	648

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	650

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	655

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	659

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	660

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	661

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	663

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	665

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	666

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	667

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	670

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	672

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	673

	 	CITIZENS BANK RHODE ISLAND
	 	ONE CITIZENS PLAZA
	 	PROVIDENCE
	 	RI
	 	02903-1339
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	11500120	 
	676

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	677

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	679

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	680

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	682

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	683

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	684

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	686

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	687

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	688

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	693

	 	BANK OF THE WEST
	 	1800 CAREY AVENUE
	 	CHEYENNE
	 	WY
	 	82001-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121100782	 
	695

	 	NORTH FORK BANK
	 	WESTFIELD SHOPPING MALL
	 	BAYSHORE
	 	NY
	 	11706-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	21407912	 
	697

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




202









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	700

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	701

	 	BANCFIRST
	 	101 NORTH BROADWAY
	 	OKLAHOMA CITY
	 	OK
	 	73102-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	103003632	 
	704

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	705

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	707

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	708

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	712

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	714

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	718

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	719

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	722

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	723

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	724

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	726

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	728

	 	STANDARD FEDERAL BANK
	 	540 W. MADISON
	 	CHICAGO
	 	IL
	 	60661-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000805	 
	730

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	733

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	734

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	735

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	737

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	739

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	741

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	743

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	744

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	747

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	748

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	750

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	754

	 	COMMERCE BANK
	 	3035 SOUTH TOPEKA BLVD
	 	TOPEKA
	 	KS
	 	66611-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101100728	 
	755

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	757

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	759

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	762

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	763

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	764

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	766

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	767

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




203









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	768

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	770

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	771

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	773

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	775

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	776

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	777

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	779

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	781

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	785

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	788

	 	FIRST NATIONAL BANK
	 	1620 DODGE STREET
	 	OMAHA
	 	NE
	 	68197-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	104000016	 
	789

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	792

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	793

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	797

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	800

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	802

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	803

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	804

	 	UMB BANK
	 	PO BOX 419226
	 	KANSAS CITY
	 	MO
	 	64141-6226
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101000695	 
	805

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	806

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	809

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	811

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	812

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	814

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	815

	 	COMMERCE BANK
	 	PO BOX 419248
	 	KANSAS CITY
	 	MO
	 	64141-6248
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101000019	 
	816

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	817

	 	M & I BANK, OF WI
	 	4726 EAST TOWNE BLVD
	 	MADISON
	 	WI
	 	53704-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	75000051	 
	818

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	821

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	824

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	829

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	833

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	836

	 	CITIZENS BANK RHODE ISLAND
	 	ONE CITIZENS PLAZA
	 	PROVIDENCE
	 	RI
	 	02903-1339
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	11500120	 
	839

	 	FIRST TENNESSEE BANK
	 	165 MADISON AVE
	 	MEMPHIS
	 	TN
	 	38103-2723
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	84000026	 
	840

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




204









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	841

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	843

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	845

	 	CITIZENS BANK RHODE ISLAND
	 	ONE CITIZENS PLAZA
	 	PROVIDENCE
	 	RI
	 	02903-1339
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	11500120	 
	847

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	848

	 	FIRST CITIZENS BANK
	 	PO BOX 27131
	 	RALEIGHT
	 	NC
	 	27611-7131
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53100300	 
	849

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	852

	 	BRANCH BANKING AND TRUST CO.
	 	300 SUMMERS STREET
	 	CHARLESTON
	 	WV
	 	25301-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	51503394	 
	854

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	857

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	858

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	859

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	861

	 	SOVEREIGN BANK OF NEW ENGLAND
	 	1130 BERSHIRE BLVD
	 	WYOMISSING
	 	PA
	 	19610-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	11075150	 
	862

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	864

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	865

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	867

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	868

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	869

	 	FIRST TENNESSEE BANK
	 	165 MADISON AVE
	 	MEMPHIS
	 	TN
	 	38103-2723
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	84000026	 
	870

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	871

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	872

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	875

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	876

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	880

	 	FIRST TENNESSEE BANK
	 	165 MADISON AVE
	 	MEMPHIS
	 	TN
	 	38103-2723
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	84000026	 
	881

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	887

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	889

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	890

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	891

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	892

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	893

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	894

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	895

	 	FIRST TENNESSEE BANK
	 	165 MADISON AVE
	 	MEMPHIS
	 	TN
	 	38103-2723
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	84000026	 
	897

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	900

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)† 	 	(***)†
	 	(***)†
	 	 	123000848	 
	901

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)† 	 	(***)†
	 	(***)†
	 	 	62005690	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




205









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 		 	ZIP	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	902

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	 	 	80202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	123000848	 
	904

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	 	 	75202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	111000012	 
	905

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	 	 	28288-5710
	 	(***)†
	 	(***)†	 	(***)†
	 	53000219	 
	907

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	 	 	15222-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	43000096	 
	909

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	 	 	43251-0077
	 	(***)†
	 	(***)†	 	(***)†
	 	72000915	 
	910

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	 	 	60661-0239
	 	(***)†
	 	(***)†	 	(***)†
	 	124001545	 
	911

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	 	 	75202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	111000012	 
	913

	 	FIRST TENNESSEE BANK
	 	165 MADISON AVE
	 	MEMPHIS
	 	TN
	 	 	 	38103-2723
	 	(***)†
	 	(***)†	 	(***)†
	 	84000026	 
	915

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	 	 	80202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	123000848	 
	916

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	 	 	35202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	62005690	 
	918

	 	M & I BANK, OF WI
	 	4726 EAST TOWNE BLVD
	 	MADISON
	 	WI
	 	 	 	53704-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	75000051	 
	920

	 	CITIZENS BANK RHODE ISLAND
	 	ONE CITIZENS PLAZA
	 	PROVIDENCE
	 	RI
	 	 	 	02903-1339
	 	(***)†
	 	(***)†	 	(***)†
	 	11500120	 
	921

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	 	 	75202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	111000012	 
	923

	 	BANK OF HAWAII (SAIPAN)
	 	130 MERCHANT ST
	 	HONOLULU
	 	HI
	 	 	 	96813-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	121301028	 
	926

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	 	 	28288-5710
	 	(***)†
	 	(***)†	 	(***)†
	 	53000219	 
	927

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	 	 	35202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	62005690	 
	928

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	 	 	28288-5710
	 	(***)†
	 	(***)†	 	(***)†
	 	53000219	 
	933

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	 	 	28288-5710
	 	(***)†
	 	(***)†	 	(***)†
	 	53000219	 
	934

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	 	 	35202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	62005690	 
	938

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	 	 	30303-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	66000604	 
	942

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	 	 	35202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	62005690	 
	945

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	 	 	75202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	111000012	 
	947

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	 	 	45202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	42000314	 
	949

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	 	 	35202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	62005690	 
	950

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	 	 	75202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	111000012	 
	953

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	 	 	60661-0239
	 	(***)†
	 	(***)†	 	(***)†
	 	124001545	 
	955

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	 	 	43251-0077
	 	(***)†
	 	(***)†	 	(***)†
	 	72000915	 
	956

	 	BANCFIRST
	 	101 NORTH BROADWAY
	 	OKLAHOMA CITY
	 	OK
	 	 	 	73102-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	103003632	 
	958

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	 	 	75202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	111000012	 
	959

	 	BANK OF OKLAHOMA
	 	PO BOX 2300
	 	TULSA
	 	OK
	 	 	 	74192-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	103900036	 
	960

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	 	 	75202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	111000012	 
	963

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	 	 	35202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	62005690	 
	965

	 	STANDARD FEDERAL BANK
	 	540 W. MADISON
	 	CHICAGO
	 	IL
	 	 	 	60661-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	72000805	 
	966

	 	FIRST CITIZENS BANK
	 	PO BOX 27131
	 	RALEIGHT
	 	NC
	 	 	 	27611-7131
	 	(***)†
	 	(***)†	 	(***)†
	 	53100300	 
	968

	 	STANDARD FEDERAL BANK
	 	540 W. MADISON
	 	CHICAGO
	 	IL
	 	 	 	60661-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	72000805	 
	969

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	 	 	75202-0000
	 	(***)†
	 	(***)†	 	(***)†
	 	111000012	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




206









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	972

	 	BANK OF THE WEST
	 	1800 CAREY AVENUE
	 	CHEYENNE
	 	WY
	 	82001-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121100782	 
	973

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	974

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	975

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	976

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	978

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	979

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	981

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	983

	 	COLE TAYLOR BANK
	 	1542 WEST 47TH STREET
	 	CHICAGO
	 	IL
	 	60609-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	71000343	 
	985

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	987

	 	ZION FIRST NATIONAL BANK
	 	ONE SOUTH MAIN
	 	SALT LAKE CITY
	 	UT
	 	84111-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124000054	 
	989

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	990

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	992

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	993

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	994

	 	CITIZENS BANK RHODE ISLAND
	 	ONE CITIZENS PLAZA
	 	PROVIDENCE
	 	RI
	 	02903-1339
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	11500120	 
	995

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1000

	 	ABN-AMRO BANK / LASALLE
	 	135 SOUTH LASALLE STREET
	 	CHICAGO
	 	IL
	 	60603-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	71000505	 
	1001

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1002

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1004

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1005

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1008

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1011

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1014

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1015

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1016

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1019

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1024

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1025

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1030

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1031

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1032

	 	CITIZENS BANK RHODE ISLAND
	 	ONE CITIZENS PLAZA
	 	PROVIDENCE
	 	RI
	 	02903-1339
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	11500120	 
	1033

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1036

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1037

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




207









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	1038

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1039

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1043

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	1045

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1047

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1048

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1049

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1052

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1053

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1057

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1058

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1059

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1061

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1062

	 	COLE TAYLOR BANK
	 	1542 WEST 47TH STREET
	 	CHICAGO
	 	IL
	 	60609-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	71000343	 
	1064

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1065

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1066

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1067

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1072

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1073

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1074

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1076

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1077

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1078

	 	M & T BANK
	 	25 SOUTH CHARLES STREET
	 	BALTIMORE
	 	MD
	 	21201-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	52000113	 
	1079

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1080

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1082

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1083

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1084

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1085

	 	COMERICA BANK
	 	500 WOODWARD AVE
	 	DETROIT
	 	MI
	 	48226-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000096	 
	1086

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1089

	 	M & T BANK
	 	25 SOUTH CHARLES STREET
	 	BALTIMORE
	 	MD
	 	21201-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	52000113	 
	1091

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1093

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1096

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1097

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 








 




			
	(***)†	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




208









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	1101

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1102

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1104

	 	STANDARD FEDERAL BANK
	 	540 W. MADISON
	 	CHICAGO
	 	IL
	 	60661-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000805	 
	1107

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1109

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1110

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	15222-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	43000096	 
	1113

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1114

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1115

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1117

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1119

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1121

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1124

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1125

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1127

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	15222-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	43000096	 
	1133

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1134

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1136

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1139

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1140

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1141

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1143

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1144

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1148

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1149

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1151

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	1152

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1153

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1155

	 	M & T BANK
	 	25 SOUTH CHARLES STREET
	 	BALTIMORE
	 	MD
	 	21201-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	52000113	 
	1156

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1158

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	1159

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1164

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1165

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1166

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1168

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 








 




			
	(***)†	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




209









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	1169

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1172

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1173

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1176

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1177

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1179

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1180

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1182

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1185

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1189

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1190

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1191

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1193

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1194

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1195

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1196

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1199

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1200

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1201

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1202

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1203

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1204

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1206

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1208

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1209

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1210

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1211

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1212

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1213

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1214

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1217

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1218

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1219

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1220

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1224

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1226

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 








 




			
	(***)†	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




210









 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	1227

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1228

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1230

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1231

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1233

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1234

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1235

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1236

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1237

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1243

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1244

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1245

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1246

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1247

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1249

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1250

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1251

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1253

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1256

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1259

	 	COMPASS BANK
	 	701 32ND STREET, SOUTH
	 	BIRMINGHAM
	 	AL
	 	35296-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62001186	 
	1262

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1265

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1266

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1267

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1268

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1269

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1270

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1271

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1273

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1275

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1277

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1280

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1281

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1283

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1284

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	1285

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 








 




			
	(***)†	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.






211











 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	1288

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1289

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1291

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1296

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1297

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1299

	 	TRUSTMARK NATIONAL BANK
	 	PO BOX 291
	 	JACKSON
	 	MS
	 	39205-0291
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65300279	 
	1300

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1302

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1303

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1304

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1306

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1307

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1308

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1309

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1311

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1312

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1313

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1316

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1317

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1318

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1321

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1323

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1324

	 	FIRST TENNESSEE BANK
	 	165 MADISON AVE
	 	MEMPHIS
	 	TN
	 	38103-2723
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	84000026	 
	1325

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1328

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	15222-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	43000096	 
	1329

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1330

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1332

	 	FIRST TENNESSEE BANK
	 	165 MADISON AVE
	 	MEMPHIS
	 	TN
	 	38103-2723
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	84000026	 
	1333

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1334

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1338

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1339

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1342

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1344

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1345

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1346

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 








 




			
	 (***)†	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




212









 










     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	1347

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	15222-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	43000096	 
	1348

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1349

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1360

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1361

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1363

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1364

	 	FIRST TENNESSEE BANK
	 	165 MADISON AVE
	 	MEMPHIS
	 	TN
	 	38103-2723
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	84000026	 
	1366

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1367

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1368

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1369

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1372

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1373

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1374

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1376

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1377

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1378

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1379

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1380

	 	CITIZENS BANK RHODE ISLAND
	 	ONE CITIZENS PLAZA
	 	PROVIDENCE
	 	RI
	 	02903-1339
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	11500120	 
	1382

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1383

	 	SOVEREIGN BANK
	 	1130 BERSHIRE BLVD
	 	WYOMISSING
	 	PA
	 	19610-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	231371663	 
	1384

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1385

	 	M & T BANK
	 	25 SOUTH CHARLES STREET
	 	BALTIMORE
	 	MD
	 	21201-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	52000113	 
	1386

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1388

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1389

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1391

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1392

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1393

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1394

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1396

	 	IBC
	 	816 CONGRESS AVE
	 	AUSTIN
	 	TX
	 	78701-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	114902528	 
	1397

	 	BANK OF OKLAHOMA
	 	PO BOX 2300
	 	TULSA
	 	OK
	 	74192-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	103900036	 
	1399

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1400

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1406

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1409

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 








 




			
	 (***)†
	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. 




213









 








     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	1412

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1413

	 	FIRST TENNESSEE BANK
	 	165 MADISON AVE
	 	MEMPHIS
	 	TN
	 	38103-2723
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	84000026	 
	1415

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1419

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1422

	 	COMERICA BANK
	 	500 WOODWARD AVE
	 	DETROIT
	 	MI
	 	48226-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000096	 
	1423

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1424

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1426

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1427

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1429

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1433

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1435

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1437

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1439

	 	IBC
	 	816 CONGRESS AVE
	 	AUSTIN
	 	TX
	 	78701-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	114902528	 
	1443

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	15222-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	43000096	 
	1444

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1446

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1447

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1448

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1449

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1460

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1462

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1463

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1465

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1468

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1471

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1472

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1474

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1476

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1477

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1480

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1485

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1487

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1488

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1489

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1490

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 








 




			
	(***)† 	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. 




214









 








     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	1494

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1499

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1503

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1506

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1507

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1508

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1509

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1510

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1512

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1514

	 	SOVEREIGN BANK OF NEW ENGLAND
	 	1130 BERSHIRE BLVD
	 	WYOMISSING
	 	PA
	 	19610-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	11075150	 
	1515

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1516

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1518

	 	CITIZENS BANK RHODE ISLAND
	 	ONE CITIZENS PLAZA
	 	PROVIDENCE
	 	RI
	 	02903-1339
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	11500120	 
	1519

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1520

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1521

	 	M & T BANK
	 	25 SOUTH CHARLES STREET
	 	BALTIMORE
	 	MD
	 	21201-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	52000113	 
	1522

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1524

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1525

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1527

	 	M & T BANK
	 	25 SOUTH CHARLES STREET
	 	BALTIMORE
	 	MD
	 	21201-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	52000113	 
	1530

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1533

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1535

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1539

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1541

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1542

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1543

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1544

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1548

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1549

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1550

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1551

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	1553

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1554

	 	M & T BANK
	 	25 SOUTH CHARLES STREET
	 	BALTIMORE
	 	MD
	 	21201-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	52000113	 
	1555

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1558

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 








 




			
	 (***)†	 	(***)† This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




215









 










     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	1561

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1562

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1563

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1565

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1568

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1569

	 	CITIZENS BANK RHODE ISLAND
	 	ONE CITIZENS PLAZA
	 	PROVIDENCE
	 	RI
	 	02903-1339
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	11500120	 
	1570

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1574

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1576

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1577

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	1580

	 	M & I BANK, OF WI
	 	4726 EAST TOWNE BLVD
	 	MADISON
	 	WI
	 	53704-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	75000051	 
	1583

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1584

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1592

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1594

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	1595

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1598

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1599

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1602

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1603

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1604

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1605

	 	ABN-AMRO BANK / LASALLE
	 	135 SOUTH LASALLE STREET
	 	CHICAGO
	 	IL
	 	60603-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	71000505	 
	1606

	 	BRANCH BANKING AND TRUST CO.
	 	300 SUMMERS STREET
	 	CHARLESTON
	 	WV
	 	25301-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	51503394	 
	1607

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1609

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1610

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1612

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1616

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1617

	 	M & T BANK
	 	25 SOUTH CHARLES STREET
	 	BALTIMORE
	 	MD
	 	21201-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	52000113	 
	1624

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1625

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1626

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1630

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1631

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1633

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1634

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 








 




			
	 (***)†	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




216









 










     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	1635

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1637

	 	ABN-AMRO BANK / LASALLE
	 	135 SOUTH LASALLE STREET
	 	CHICAGO
	 	IL
	 	60603-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	71000505	 
	1642

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1643

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1644

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1645

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1646

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1648

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1649

	 	M & I BANK, OF WI
	 	4726 EAST TOWNE BLVD
	 	MADISON
	 	WI
	 	53704-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	75000051	 
	1650

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1651

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1652

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1656

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1657

	 	STANDARD FEDERAL BANK
	 	540 W. MADISON
	 	CHICAGO
	 	IL
	 	60661-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000805	 
	1659

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1665

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1667

	 	BANK OF THE WEST
	 	1800 CAREY AVENUE
	 	CHEYENNE
	 	WY
	 	82001-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121100782	 
	1669

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1670

	 	COMPASS BANK
	 	701 32ND STREET, SOUTH
	 	BIRMINGHAM
	 	AL
	 	35296-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62001186	 
	1672

	 	NEVADA STATE BANK
	 	ONE SOUTH MAIN STREET
	 	SALT LAKE CITY
	 	UT
	 	84111-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	122400779	 
	1673

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1675

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1683

	 	BRANCH BANKING AND TRUST CO.
	 	300 SUMMERS STREET
	 	CHARLESTON
	 	WV
	 	25301-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	51503394	 
	1684

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1685

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1687

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1688

	 	ABN-AMRO BANK / LASALLE
	 	135 SOUTH LASALLE STREET
	 	CHICAGO
	 	IL
	 	60603-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	71000505	 
	1689

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1690

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1691

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1692

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1694

	 	CHEVY CHASE BANK
	 	7101 DEMOCRACY BLVD
	 	BETHESDA
	 	MD
	 	20817-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	255071981	 
	1695

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1697

	 	CITIZENS BANK RHODE ISLAND
	 	ONE CITIZENS PLAZA
	 	PROVIDENCE
	 	RI
	 	02903-1339
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	11500120	 
	1698

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1699

	 	STANDARD FEDERAL BANK
	 	540 W. MADISON
	 	CHICAGO
	 	IL
	 	60661-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000805	 








 




			
	 (***)†	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




217









 










     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	1700

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1701

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1703

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1706

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1708

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1709

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1712

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1713

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1715

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1717

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1718

	 	M & T BANK
	 	25 SOUTH CHARLES STREET
	 	BALTIMORE
	 	MD
	 	21201-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	52000113	 
	1719

	 	M & T BANK
	 	25 SOUTH CHARLES STREET
	 	BALTIMORE
	 	MD
	 	21201-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	52000113	 
	1722

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1726

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1727

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1731

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1732

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1733

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1734

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1735

	 	IBC
	 	816 CONGRESS AVE
	 	AUSTIN
	 	TX
	 	78701-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	114902528	 
	1737

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1738

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1740

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1741

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1742

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1743

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1745

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1747

	 	M & T BANK
	 	25 SOUTH CHARLES STREET
	 	BALTIMORE
	 	MD
	 	21201-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	52000113	 
	1748

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1754

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1755

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	15222-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	43000096	 
	1756

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1757

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	1759

	 	M & T BANK
	 	25 SOUTH CHARLES STREET
	 	BALTIMORE
	 	MD
	 	21201-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	52000113	 
	1760

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1761

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 








 




			
	 (***)†	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




218









 










     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	1763

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1764

	 	M & T BANK
	 	25 SOUTH CHARLES STREET
	 	BALTIMORE
	 	MD
	 	21201-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	52000113	 
	1766

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	1767

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1769

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1772

	 	IBC
	 	816 CONGRESS AVE
	 	AUSTIN
	 	TX
	 	78701-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	114902528	 
	1775

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	15222-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	43000096	 
	1780

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1781

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1782

	 	COMPASS BANK
	 	701 32ND STREET, SOUTH
	 	BIRMINGHAM
	 	AL
	 	35296-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62001186	 
	1787

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	1788

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1790

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1792

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1793

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1795

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1797

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1798

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1799

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1802

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1803

	 	BANK OF THE WEST
	 	1800 CAREY AVENUE
	 	CHEYENNE
	 	WY
	 	82001-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121100782	 
	1804

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1806

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1810

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1811

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1812

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1813

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1815

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1816

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1817

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1819

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1821

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	1824

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1826

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1828

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1830

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 








 




			
	 (***)†	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




219









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	1831

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1832

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1833

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1834

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1837

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1838

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1839

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1841

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1842

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1843

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1846

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1848

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1852

	 	CAPITAL ONE
	 	313 CARONDELET
	 	NEW ORLEANS
	 	LA
	 	70161-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	65000090	 
	1855

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1856

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1857

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1859

	 	STANDARD FEDERAL BANK
	 	540 W. MADISON
	 	CHICAGO
	 	IL
	 	60661-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000805	 
	1860

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1870

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1871

	 	COMMERCE BANK
	 	PO BOX 419248
	 	KANSAS CITY
	 	MO
	 	64141-6248
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101000019	 
	1872

	 	IBC
	 	816 CONGRESS AVE
	 	AUSTIN
	 	TX
	 	78701-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	114902528	 
	1873

	 	BANCFIRST
	 	101 NORTH BROADWAY
	 	OKLAHOMA CITY
	 	OK
	 	73102-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	103003632	 
	1874

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	1875

	 	BRANCH BANKING AND TRUST CO.
	 	300 SUMMERS STREET
	 	CHARLESTON
	 	WV
	 	25301-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	51503394	 
	1876

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	1877

	 	SOVEREIGN BANK
	 	1130 BERSHIRE BLVD
	 	WYOMISSING
	 	PA
	 	19610-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	231371663	 
	1878

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1880

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	1881

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1883

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	1884

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1885

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	1886

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	1888

	 	ABN-AMRO BANK / LASALLE
	 	135 SOUTH LASALLE STREET
	 	CHICAGO
	 	IL
	 	60603-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	71000505	 
	1890

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1893

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 








 




			
	 (***)†	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




220









 










     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	 	ABA #
	1895

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	1897

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	1898

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	15222-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	43000096	 
	1907

	 	COMMERCE BANK
	 	PO BOX 419248
	 	KANSAS CITY
	 	MO
	 	64141-6248
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101000019	 
	1936

	 	FIFTH THIRD
	 	38 FOUNTAIN SQUARE PLAZA
	 	CINCINNATI
	 	OH
	 	45202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	42000314	 
	1941

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2000

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2001

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2003

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	2004

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2007

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2009

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2010

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2011

	 	FIRST TENNESSEE BANK
	 	165 MADISON AVE
	 	MEMPHIS
	 	TN
	 	38103-2723
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	84000026	 
	2012

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2017

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	2018

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	2021

	 	SUNTRUST BANK
	 	25 PARK PLACE
	 	ATLANTA
	 	GA
	 	30303-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	66000604	 
	2022

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	2023

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2024

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	2027

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	2028

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	2031

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	2032

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	2033

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	2035

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	2036

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2037

	 	BANK OF OKLAHOMA
	 	PO BOX 2300
	 	TULSA
	 	OK
	 	74192-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	103900036	 
	2038

	 	UMB BANK
	 	PO BOX 419226
	 	KANSAS CITY
	 	MO
	 	64141-6226
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	101000695	 
	2039

	 	PNC BANK
	 	620 LIBERTY AVE
	 	PITTSBURGH
	 	PA
	 	15222-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	43000096	 
	2040

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	2041

	 	COMERICA BANK
	 	500 WOODWARD AVE
	 	DETROIT
	 	MI
	 	48226-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000096	 
	2042

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2043

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2045

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 








 




			
	 (***)†	 	 This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




221









 










     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	2048

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2049

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2051

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2053

	 	ABN-AMRO BANK / LASALLE
	 	135 SOUTH LASALLE STREET
	 	CHICAGO
	 	IL
	 	60603-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	71000505	 
	2054

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	2055

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2058

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2059

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	2061

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2062

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2067

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2068

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2069

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2071

	 	KEY BANK
	 	127 PUBLIC SQUARE
	 	CLEVELAND
	 	OH
	 	44114-1306
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	41001039	 
	2072

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	2073

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	2074

	 	REGIONS BANK
	 	PO BOX 10247
	 	BIRMINGHAM
	 	AL
	 	35202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62005690	 
	2080

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	2082

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2084

	 	National City Bank
	 	155 EAST BROAD STREET
	 	COLUMBUS
	 	OH
	 	43251-0077
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	72000915	 
	2086

	 	COMPASS BANK
	 	701 32ND STREET, SOUTH
	 	BIRMINGHAM
	 	AL
	 	35296-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62001186	 
	2088

	 	BANCFIRST
	 	101 NORTH BROADWAY
	 	OKLAHOMA CITY
	 	OK
	 	73102-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	103003632	 
	2089

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2090

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2091

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2092

	 	US BANK
	 	918 17TH STREET
	 	DENVER
	 	CO
	 	80202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	123000848	 
	2096

	 	COMPASS BANK
	 	701 32ND STREET, SOUTH
	 	BIRMINGHAM
	 	AL
	 	35296-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	62001186	 
	2099

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2102

	 	WELLS FARGO
	 	120 S CENTRAL AVE
	 	ST LOUIS
	 	MO
	 	63105-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	121000248	 
	2105

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2106

	 	BRANCH BANKING AND TRUST CO.
	 	300 SUMMERS STREET
	 	CHARLESTON
	 	WV
	 	25301-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	51503394	 
	2108

	 	WACHOVIA BANK
	 	401 SOUTH TRYON STREET
	 	CHARLEOTTE
	 	NC
	 	28288-5710
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	53000219	 
	2109

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2111

	 	JPMORGAN CHASE BANK
	 	525 WEST MONROE
	 	CHICAGO
	 	IL
	 	60661-0239
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	124001545	 
	2115

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 
	2117

	 	BANK OF AMERICA
	 	901 MAIN STREET
	 	DALLAS
	 	TX
	 	75202-0000
	 	(***)†
	 	(***)†
	 	(***)†
	 	 	111000012	 








 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.






222











 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2122
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	2124
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	2126
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2127
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2129
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	2132
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2133
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2134
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2135
	 	COLE TAYLOR BANK	 	1542 WEST 47TH STREET	 	CHICAGO	 	IL	 	60609-0000	 	(***)†	 	(***)†	 	(***)†	 	71000343
	2136
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2140
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2145
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2146
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2147
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2148
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2149
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2150
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2153
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2155
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2158
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2159
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2162
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2164
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2168
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	2169
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2171
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2172
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2173
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2174
	 	UMB BANK	 	PO BOX 419226	 	KANSAS CITY	 	MO	 	64141-6226	 	(***)†	 	(***)†	 	(***)†	 	101000695
	2175
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2178
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	2179
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2182
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2183
	 	SOVEREIGN BANK	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	231371663
	2184
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2185
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.



223









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2186
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2187
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2188
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	2189
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2191
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2193
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2197
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2200
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2202
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2203
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	2205
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2206
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2208
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2209
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2210
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2211
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2212
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2213
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2214
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	2218
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2221
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2223
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2224
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2225
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	2226
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	2228
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2229
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2230
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2232
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2235
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2236
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2237
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2238
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2239
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2240
	 	ZION FIRST NATIONAL BANK	 	ONE SOUTH MAIN	 	SALT LAKE CITY	 	UT	 	84111-0000	 	(***)†	 	(***)†	 	(***)†	 	124000054
	2241
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.



224









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2242
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2247
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2249
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	2250
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2253
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2258
	 	NEVADA STATE BANK	 	ONE SOUTH MAIN STREET	 	SALT LAKE CITY	 	UT	 	84111-0000	 	(***)†	 	(***)†	 	(***)†	 	122400779
	2262
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	2263
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2267
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	2268
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2270
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2271
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2272
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	2273
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2274
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2275
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	2278
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2283
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2284
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2288
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2290
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2291
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	2292
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2293
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	2297
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2301
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2302
	 	UMB BANK	 	PO BOX 419226	 	KANSAS CITY	 	MO	 	64141-6226	 	(***)†	 	(***)†	 	(***)†	 	101000695
	2303
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2304
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2309
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	2311
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	2312
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	2314
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2315
	 	FIRST NATIONAL BANK	 	1620 DODGE STREET	 	OMAHA	 	NE	 	68197-0000	 	(***)†	 	(***)†	 	(***)†	 	104000016
	2316
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2317
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.



225









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2319
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2321
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2325
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2326
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	2327
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2328
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2329
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2330
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2333
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2335
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2337
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2338
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2339
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2340
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2341
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2342
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2343
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2344
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2345
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	2349
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2350
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2352
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2353
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	2354
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2355
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2356
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2358
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2359
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2362
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2363
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2364
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2366
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2368
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2369
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	2371
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2372
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848





 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




226









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2374
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2375
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	2377
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2378
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2381
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2382
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2389
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2390
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	2391
	 	BANK OF THE WEST	 	1800 CAREY AVENUE	 	CHEYENNE	 	WY	 	82001-0000	 	(***)†	 	(***)†	 	(***)†	 	121100782
	2392
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2399
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2400
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2402
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2403
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2404
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	2405
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2406
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2412
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2416
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2418
	 	HARRIS BANK	 	111 WEST MONROE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000288
	2419
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	2422
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	2423
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2425
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	2428
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2430
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2434
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2436
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2437
	 	FIRST TENNESSEE BANK	 	165 MADISON AVE	 	MEMPHIS	 	TN	 	38103-2723	 	(***)†	 	(***)†	 	(***)†	 	84000026
	2439
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	2440
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2441
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2442
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2444
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2446
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2450
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314





 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




227









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2451
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2452
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2454
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2455
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2456
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2458
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2459
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2461
	 	COMMERCE BANK	 	PO BOX 419248	 	KANSAS CITY	 	MO	 	64141-6248	 	(***)†	 	(***)†	 	(***)†	 	101000019
	2464
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2465
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2468
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2470
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2472
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2473
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2475
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2477
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2478
	 	UNITED BANK	 	500 VIRGINIA STREET	 	CHARLESTON	 	WV	 	25301-2135	 	(***)†	 	(***)†	 	(***)†	 	51900395
	2480
	 	COMERICA BANK	 	500 WOODWARD AVE	 	DETROIT	 	MI	 	48226-0000	 	(***)†	 	(***)†	 	(***)†	 	72000096
	2481
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2483
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2484
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2485
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2488
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2489
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	2493
	 	NORTH FORK BANK	 	WESTFIELD SHOPPING MALL	 	BAYSHORE	 	NY	 	11706-0000	 	(***)†	 	(***)†	 	(***)†	 	21407912
	2494
	 	BANK OF OKLAHOMA	 	PO BOX 2300	 	TULSA	 	OK	 	74192-0000	 	(***)†	 	(***)†	 	(***)†	 	103900036
	2495
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2497
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2498
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	2500
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2501
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2502
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2503
	 	SKY BANK	 	310 S. MAIN STREET	 	BYRAN	 	OH	 	43506-0000	 	(***)†	 	(***)†	 	(***)†	 	41201936
	2504
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2506
	 	HARRIS BANK	 	111 WEST MONROE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000288
	2507
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.



228









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2508
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2511
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	2512
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2513
	 	HARRIS BANK	 	111 WEST MONROE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000288
	2515
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2516
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2517
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2518
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2519
	 	UMB BANK	 	PO BOX 419226	 	KANSAS CITY	 	MO	 	64141-6226	 	(***)†	 	(***)†	 	(***)†	 	101000695
	2521
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	2522
	 	TRUSTMARK NATIONAL BANK	 	PO BOX 291	 	JACKSON	 	MS	 	39205-0291	 	(***)†	 	(***)†	 	(***)†	 	65300279
	2523
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	2526
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2529
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2530
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	2531
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2532
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2535
	 	BANK OF THE WEST	 	1800 CAREY AVENUE	 	CHEYENNE	 	WY	 	82001-0000	 	(***)†	 	(***)†	 	(***)†	 	121100782
	2536
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	2537
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2538
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2541
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2543
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2545
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2547
	 	UMB BANK	 	PO BOX 419226	 	KANSAS CITY	 	MO	 	64141-6226	 	(***)†	 	(***)†	 	(***)†	 	101000695
	2548
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2549
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2550
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2551
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2552
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2554
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2555
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	2556
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2557
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	2559
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	2560
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394





 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




229









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2563
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	2564
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2565
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2566
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2567
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2568
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2569
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2570
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2571
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2572
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2573
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2575
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	2577
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2578
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	2579
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2581
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	2582
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	2583
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2585
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2587
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2590
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2593
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2594
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2596
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2597
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2598
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2600
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2602
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2604
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2605
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2607
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2609
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2611
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	2613
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2614
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2615
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.



230









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2617
	 	TRUSTMARK NATIONAL BANK	 	PO BOX 291	 	JACKSON	 	MS	 	39205-0291	 	(***)†	 	(***)†	 	(***)†	 	65300279
	2620
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2625
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	2630
	 	HARRIS BANK	 	111 WEST MONROE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000288
	2631
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2632
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2635
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	2637
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	2638
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	2639
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	2642
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2643
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2644
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	2646
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2648
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2653
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2656
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	2657
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2659
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2660
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2661
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2662
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2663
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2664
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	2667
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2671
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2673
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2674
	 	UNITED BANK	 	500 VIRGINIA STREET	 	CHARLESTON	 	WV	 	25301-2135	 	(***)†	 	(***)†	 	(***)†	 	51900395
	2676
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	2678
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2679
	 	SOVEREIGN BANK	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	231371663
	2685
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2686
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2689
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2690
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2692
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039





 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




231









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2693
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2697
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2698
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	2700
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2702
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2706
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2707
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2708
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2709
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2710
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	2711
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2712
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2714
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2715
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2718
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2719
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2722
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2723
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2724
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2725
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2729
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2732
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2733
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2734
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2735
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2736
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2738
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2739
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2741
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2742
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2743
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2746
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2747
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2749
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2751
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2752
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.



232









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2753
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2755
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2757
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2758
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	2759
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2761
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2763
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2764
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2765
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2766
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2767
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2770
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2771
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2772
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2773
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2775
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2776
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2777
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2781
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2782
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2783
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2784
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2788
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2789
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2790
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2791
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2792
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2794
	 	FIRST TENNESSEE BANK	 	165 MADISON AVE	 	MEMPHIS	 	TN	 	38103-2723	 	(***)†	 	(***)†	 	(***)†	 	84000026
	2795
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2797
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2798
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2799
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2800
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2801
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2803
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2804
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.



233









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2805
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2807
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2809
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2811
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2815
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2816
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2817
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	2818
	 	BANK OF OKLAHOMA	 	PO BOX 2300	 	TULSA	 	OK	 	74192-0000	 	(***)†	 	(***)†	 	(***)†	 	103900036
	2820
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	2821
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2822
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2825
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	2827
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2828
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2829
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2830
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2831
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2832
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2835
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2837
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2838
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2840
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2841
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2842
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2844
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2845
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2847
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	2849
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2850
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	2851
	 	SKY BANK	 	310 S. MAIN STREET	 	BYRAN	 	OH	 	43506-0000	 	(***)†	 	(***)†	 	(***)†	 	41201936
	2852
	 	SKY BANK	 	310 S. MAIN STREET	 	BYRAN	 	OH	 	43506-0000	 	(***)†	 	(***)†	 	(***)†	 	41201936
	2854
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	2855
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2856
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2857
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2861
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248





 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




234









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2862
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2863
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2864
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2865
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2866
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2867
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2869
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2871
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2873
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	2877
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2879
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2881
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2884
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2885
	 	HARRIS BANK	 	111 WEST MONROE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000288
	2886
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	2888
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2890
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2891
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2892
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2898
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2899
	 	CHEVY CHASE BANK	 	7101 DEMOCRACY BLVD	 	BETHESDA	 	MD	 	20817-0000	 	(***)†	 	(***)†	 	(***)†	 	255071981
	2901
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	2904
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	2906
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2907
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	2908
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2909
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2910
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2912
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2913
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2915
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2917
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2918
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2919
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2920
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2922
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.



235









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2924
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2926
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2928
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2929
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2933
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2934
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2940
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2941
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2943
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2944
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2945
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2946
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2948
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2949
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2951
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2953
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2954
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2955
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2957
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2958
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2959
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2960
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2961
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2964
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	2965
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2967
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2968
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2970
	 	BANK OF OKLAHOMA	 	PO BOX 2300	 	TULSA	 	OK	 	74192-0000	 	(***)†	 	(***)†	 	(***)†	 	103900036
	2971
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2972
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	2973
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2976
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	2977
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2978
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2979
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	2980
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.



236









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2981
	 	HARRIS BANK	 	111 WEST MONROE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000288
	2986
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	2987
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2988
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2989
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2991
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2993
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	2995
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	2996
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	2998
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	3001
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	3002
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3003
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3006
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3007
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3009
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3010
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3011
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3012
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3013
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3014
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	3015
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	3018
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3019
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3020
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3023
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3024
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3025
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3026
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	3028
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3029
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3031
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3032
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3034
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3035
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3038
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.



237









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3039
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3040
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3041
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3042
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3044
	 	COMERICA BANK	 	500 WOODWARD AVE	 	DETROIT	 	MI	 	48226-0000	 	(***)†	 	(***)†	 	(***)†	 	72000096
	3047
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3048
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3049
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3050
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3053
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3054
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3055
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3056
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3057
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3058
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3059
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3060
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3062
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3063
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3064
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3065
	 	COMMERCE BANK	 	3035 SOUTH TOPEKA BLVD	 	TOPEKA	 	KS	 	66611-0000	 	(***)†	 	(***)†	 	(***)†	 	101100728
	3066
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	3067
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	3069
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3072
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3073
	 	COMPASS BANK	 	701 32ND STREET, SOUTH	 	BIRMINGHAM	 	AL	 	35296-0000	 	(***)†	 	(***)†	 	(***)†	 	62001186
	3074
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	3075
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3076
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3077
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3078
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3079
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3082
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3086
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	3087
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	3088
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096





 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




238









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3089
	 	BANK OF THE WEST	 	1800 CAREY AVENUE	 	CHEYENNE	 	WY	 	82001-0000	 	(***)†	 	(***)†	 	(***)†	 	121100782
	3090
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3092
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3093
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3094
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3095
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3096
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3097
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3098
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3099
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3103
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3104
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3105
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3106
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3107
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3108
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3109
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	3110
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3111
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3113
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3116
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3117
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3118
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3120
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3121
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3124
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3125
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	3127
	 	COMPASS BANK	 	701 32ND STREET, SOUTH	 	BIRMINGHAM	 	AL	 	35296-0000	 	(***)†	 	(***)†	 	(***)†	 	62001186
	3131
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3134
	 	BANK OF THE WEST	 	1800 CAREY AVENUE	 	CHEYENNE	 	WY	 	82001-0000	 	(***)†	 	(***)†	 	(***)†	 	121100782
	3135
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3136
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3137
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3138
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	3140
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3141
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848





 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.




239









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3142
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3144
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3146
	 	COMMERCE BANK	 	PO BOX 419248	 	KANSAS CITY	 	MO	 	64141-6248	 	(***)†	 	(***)†	 	(***)†	 	101000019
	3147
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3148
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3149
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3150
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3151
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	3152
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3153
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3157
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3158
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3159
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3160
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3161
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	3164
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3167
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3171
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3172
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3173
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3174
	 	COMPASS BANK	 	701 32ND STREET, SOUTH	 	BIRMINGHAM	 	AL	 	35296-0000	 	(***)†	 	(***)†	 	(***)†	 	62001186
	3175
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3177
	 	FIRST TENNESSEE BANK	 	165 MADISON AVE	 	MEMPHIS	 	TN	 	38103-2723	 	(***)†	 	(***)†	 	(***)†	 	84000026
	3179
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3180
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3181
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3182
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3183
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3184
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3185
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3186
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3187
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3188
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3189
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3190
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3191
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.



240









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3192
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	3194
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3195
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3196
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	3197
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3198
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3199
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3206
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3208
	 	BANK OF OKLAHOMA	 	PO BOX 2300	 	TULSA	 	OK	 	74192-0000	 	(***)†	 	(***)†	 	(***)†	 	103900036
	3209
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3210
	 	TRUSTMARK NATIONAL BANK	 	PO BOX 291	 	JACKSON	 	MS	 	39205-0291	 	(***)†	 	(***)†	 	(***)†	 	65300279
	3212
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3214
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3215
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3216
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3218
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3219
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3220
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3221
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3222
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	3223
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3224
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3225
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3226
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3227
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3228
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3229
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3230
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3234
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3235
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3236
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3238
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3239
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	3240
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	3241
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3242
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.



241









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3243
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3245
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3246
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3247
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	3249
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3250
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3252
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3254
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3255
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3256
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3258
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	3262
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3263
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3265
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3266
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3268
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3269
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3270
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3272
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3274
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3277
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3278
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3279
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3281
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3282
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	3283
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	3284
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3285
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3288
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3290
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3295
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3296
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3298
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3299
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3300
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3301
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.






242











 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3302
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3304
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	3307
	 	COMPASS BANK	 	701 32ND STREET, SOUTH	 	BIRMINGHAM	 	AL	 	35296-0000	 	(***)†	 	(***)†	 	(***)†	 	62001186
	3308
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3310
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3311
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3313
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3314
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3315
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3316
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3317
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3319
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3320
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3326
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	3328
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3330
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3332
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	3333
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3335
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3336
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3338
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3343
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3344
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	3348
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	3355
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3356
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3357
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3359
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3362
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	3366
	 	NORTH FORK BANK	 	WESTFIELD SHOPPING MALL	 	BAYSHORE	 	NY	 	11706-0000	 	(***)†	 	(***)†	 	(***)†	 	21407912
	3367
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3368
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3370
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3371
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3372
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3373
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219





 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.







243









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3374
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3375
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3376
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3378
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3381
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3382
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3383
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3384
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	3386
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3387
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3389
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3390
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3392
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3393
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3394
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	3395
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3397
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3398
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	3400
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3401
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3403
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3406
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3408
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3411
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3412
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3413
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3414
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	3415
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3416
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3417
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3418
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3419
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3420
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	3421
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3423
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3424
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.







244









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3425
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3426
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3429
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3431
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3432
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3433
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	3434
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3435
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3436
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	3438
	 	TRUSTMARK NATIONAL BANK	 	PO BOX 291	 	JACKSON	 	MS	 	39205-0291	 	(***)†	 	(***)†	 	(***)†	 	65300279
	3440
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	3441
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3442
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3443
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3444
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3447
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3448
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3449
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3450
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3451
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3452
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3453
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3454
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3456
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3457
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	3458
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3459
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3460
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3461
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3462
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3463
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3465
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3466
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3467
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3468
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	3470
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






245









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3471
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3472
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3473
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3474
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	3478
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	3479
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	3480
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3481
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3483
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3485
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3486
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3487
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3488
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3490
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3491
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3492
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	3493
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3497
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3498
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3499
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3500
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3501
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3502
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3504
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3506
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3509
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3510
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3512
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3513
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3514
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3515
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3518
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	3520
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3522
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3523
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3524
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






246









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3526
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3529
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3530
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3531
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3533
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3534
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3536
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3537
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3538
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3539
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3540
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3541
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3542
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3544
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	3546
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	3547
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3550
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	3555
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	3557
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	3559
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3561
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3562
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3563
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	3564
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3566
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3567
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3569
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3575
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3577
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3578
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3579
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3581
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3587
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	3588
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3589
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3591
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






247









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3592
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3593
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3594
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3601
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3603
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	3604
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3605
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3606
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3607
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3609
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3612
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3613
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3616
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3617
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3618
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3619
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3620
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	3622
	 	SOVEREIGN BANK	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	231371663
	3623
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3624
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3625
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3627
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3629
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3631
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3634
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3635
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3637
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3638
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3640
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3641
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	3642
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3645
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3646
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3648
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3649
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3650
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






248









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3652
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3655
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3656
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3657
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3658
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	3659
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	3660
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3661
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3662
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3663
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3664
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3665
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3667
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3669
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3670
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3672
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3674
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	3675
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3676
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3677
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	3678
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	3679
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3680
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3681
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3684
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	3685
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3686
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3687
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3689
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3690
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3692
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3693
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3694
	 	COMMERCE BANK	 	3035 SOUTH TOPEKA BLVD	 	TOPEKA	 	KS	 	66611-0000	 	(***)†	 	(***)†	 	(***)†	 	101100728
	3697
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3698
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3700
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915







 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






249









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3701
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3702
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3705
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	3706
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3708
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3710
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3711
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3713
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3714
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	3715
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	3716
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3717
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3719
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3720
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3721
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3722
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3723
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	3725
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3726
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3729
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3731
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3732
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3733
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3734
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3735
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	3738
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3741
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3743
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3744
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3745
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3747
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3750
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3751
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3752
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3753
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3754
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






250









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3756
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3757
	 	ZION FIRST NATIONAL BANK	 	ONE SOUTH MAIN	 	SALT LAKE CITY	 	UT	 	84111-0000	 	(***)†	 	(***)†	 	(***)†	 	124000054
	3758
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3761
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3764
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3765
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3766
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3771
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3772
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3773
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3774
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3775
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3777
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3778
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3779
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3780
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	3782
	 	SOVEREIGN BANK	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	231371663
	3783
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3785
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3787
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3788
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3789
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	3790
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	3793
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3794
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3797
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3799
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3800
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	3801
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3802
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3804
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3805
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3806
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3807
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3808
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3810
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






251









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3812
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3813
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	3815
	 	FIRST CITIZENS BANK	 	PO BOX 27131	 	RALEIGHT	 	NC	 	27611-7131	 	(***)†	 	(***)†	 	(***)†	 	53100300
	3816
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3818
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	3819
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3820
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3821
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3822
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3823
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	3824
	 	NEVADA STATE BANK	 	ONE SOUTH MAIN STREET	 	SALT LAKE CITY	 	UT	 	84111-0000	 	(***)†	 	(***)†	 	(***)†	 	122400779
	3828
	 	FIRST TENNESSEE BANK	 	165 MADISON AVE	 	MEMPHIS	 	TN	 	38103-2723	 	(***)†	 	(***)†	 	(***)†	 	84000026
	3830
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3831
	 	FIRST CITIZENS BANK	 	PO BOX 27131	 	RALEIGHT	 	NC	 	27611-7131	 	(***)†	 	(***)†	 	(***)†	 	53100300
	3834
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3835
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3836
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3837
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3838
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3839
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3842
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3843
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3845
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3846
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3847
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3849
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3850
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3852
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	3853
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3854
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3855
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	3856
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3858
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3859
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	3860
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3861
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






252











 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	3863
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3865
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3866
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3867
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3868
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3871
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3872
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3873
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	3874
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3875
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3876
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	3878
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	3880
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	3881
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3882
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3884
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3885
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3886
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3893
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	3898
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3907
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	3908
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	3921
	 	SOVEREIGN BANK	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	231371663
	3926
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3927
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3928
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3931
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	3934
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3939
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3941
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	3942
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	3943
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	3946
	 	FIRST TENNESSEE BANK	 	165 MADISON AVE	 	MEMPHIS	 	TN	 	38103-2723	 	(***)†	 	(***)†	 	(***)†	 	84000026
	3949
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3951
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3952
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.




253









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	3953
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3954
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3963
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	3969
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	3975
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3976
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3977
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3982
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3983
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	3988
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	3989
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	3994
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4002
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4003
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4004
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4005
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4007
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4008
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4009
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4010
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	4011
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	4012
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4013
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4014
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4015
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	4017
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4018
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4019
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4020
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4022
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4023
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4024
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4025
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4027
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4028
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4029
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



254









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4030
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4031
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4032
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4033
	 	CHEVY CHASE BANK	 	7101 DEMOCRACY BLVD	 	BETHESDA	 	MD	 	20817-0000	 	(***)†	 	(***)†	 	(***)†	 	255071981
	4035
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4037
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4040
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4042
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4043
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4044
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4048
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4049
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4050
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	4051
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	4054
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	4056
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4057
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4058
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4059
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4060
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4062
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	4063
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4064
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4066
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4067
	 	BANK OF THE WEST	 	1800 CAREY AVENUE	 	CHEYENNE	 	WY	 	82001-0000	 	(***)†	 	(***)†	 	(***)†	 	121100782
	4068
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4069
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4072
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4074
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4075
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4076
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4077
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4078
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4079
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4080
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4082
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



255









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4084
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4085
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4086
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4087
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4089
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4090
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4093
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4094
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4096
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4097
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4098
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4099
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4100
	 	BANK OF THE WEST	 	1800 CAREY AVENUE	 	CHEYENNE	 	WY	 	82001-0000	 	(***)†	 	(***)†	 	(***)†	 	121100782
	4102
	 	SOVEREIGN BANK	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	231371663
	4104
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4105
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4106
	 	UNITED BANK	 	500 VIRGINIA STREET	 	CHARLESTON	 	WV	 	25301-2135	 	(***)†	 	(***)†	 	(***)†	 	51900395
	4107
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4108
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4109
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	4110
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4112
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4113
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4114
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4115
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4116
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4118
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4122
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	4123
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4124
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	4126
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4128
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4129
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4134
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4136
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4137
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



256









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4138
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	4140
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4142
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4143
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4146
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4147
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4148
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4149
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	4171
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4173
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4174
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4176
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4177
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4178
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4180
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4182
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	4183
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4186
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4187
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4188
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	4191
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4192
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4193
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4194
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4261
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4262
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4263
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4264
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4265
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4268
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	4269
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4270
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4271
	 	FIRST TENNESSEE BANK	 	165 MADISON AVE	 	MEMPHIS	 	TN	 	38103-2723	 	(***)†	 	(***)†	 	(***)†	 	84000026
	4272
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4274
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4279
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



257









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4280
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4281
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4282
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4283
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4284
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4285
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4286
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4287
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4289
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	4290
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4291
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4292
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4293
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4294
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	4295
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	4296
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4297
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	4298
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4299
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	4300
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4302
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	4303
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4304
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4307
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4310
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	4311
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4313
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4314
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4317
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4318
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4319
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4320
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4321
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	4322
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4323
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	4325
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



258









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4326
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4327
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4329
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4330
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4332
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4333
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4334
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4335
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4336
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	4337
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4338
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4339
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4340
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4341
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	4342
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4343
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4344
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4345
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4346
	 	NEVADA STATE BANK	 	ONE SOUTH MAIN STREET	 	SALT LAKE CITY	 	UT	 	84111-0000	 	(***)†	 	(***)†	 	(***)†	 	122400779
	4347
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4348
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4349
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4350
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4351
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4352
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4353
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4355
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	4356
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4358
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4359
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4362
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4363
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4364
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4365
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4366
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4367
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



259









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4368
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4370
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4371
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4372
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	4373
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4374
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4375
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4377
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4378
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4379
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	4380
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4382
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4384
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4385
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4386
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4387
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4388
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	4389
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4390
	 	CHEVY CHASE BANK	 	7101 DEMOCRACY BLVD	 	BETHESDA	 	MD	 	20817-0000	 	(***)†	 	(***)†	 	(***)†	 	255071981
	4391
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4392
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	4394
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4395
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4397
	 	CHEVY CHASE BANK	 	7101 DEMOCRACY BLVD	 	BETHESDA	 	MD	 	20817-0000	 	(***)†	 	(***)†	 	(***)†	 	255071981
	4401
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	4402
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4403
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4404
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4405
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4406
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4407
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4408
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4409
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4410
	 	FIRST TENNESSEE BANK	 	165 MADISON AVE	 	MEMPHIS	 	TN	 	38103-2723	 	(***)†	 	(***)†	 	(***)†	 	84000026
	4411
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4413
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



260









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4414
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4415
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	4416
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4417
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4418
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4419
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4420
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4421
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4422
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	4423
	 	AMERICAN SAVINGS BANK	 	915 FORT STREET MALL	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	321370765
	4424
	 	AMERICAN SAVINGS BANK	 	915 FORT STREET MALL	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	321370765
	4425
	 	BANK OF HAWAII	 	130 MERCHANT ST	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	121301028
	4426
	 	AMERICAN SAVINGS BANK	 	915 FORT STREET MALL	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	321370765
	4427
	 	AMERICAN SAVINGS BANK	 	915 FORT STREET MALL	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	321370765
	4428
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4429
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4431
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4432
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4433
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4434
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4435
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4438
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4439
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4440
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	4441
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	4443
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4444
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4445
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4446
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4448
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4449
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4450
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4451
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4453
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4454
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4455
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



261









 





     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4456
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	4457
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	4458
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4459
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4462
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4464
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	4466
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4467
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4469
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	4470
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4471
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4472
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4473
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4474
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4475
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4476
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4477
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4479
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4480
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4481
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	4483
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4485
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4486
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	4487
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4488
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4489
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4490
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4492
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4493
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4494
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	4500
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4501
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4502
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4503
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4505
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4506
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



262









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4508
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4509
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4510
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4511
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4512
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4513
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4514
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4515
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4516
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	4517
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4518
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4519
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4521
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4522
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	4523
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4524
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4525
	 	NORTH FORK BANK	 	WESTFIELD SHOPPING MALL	 	BAYSHORE	 	NY	 	11706-0000	 	(***)†	 	(***)†	 	(***)†	 	21407912
	4526
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4527
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4530
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4534
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	4535
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4536
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4538
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4539
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4540
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4541
	 	ZION FIRST NATIONAL BANK	 	ONE SOUTH MAIN	 	SALT LAKE CITY	 	UT	 	84111-0000	 	(***)†	 	(***)†	 	(***)†	 	124000054
	4542
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	4543
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4544
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	4545
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4546
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4548
	 	NORTH FORK BANK	 	WESTFIELD SHOPPING MALL	 	BAYSHORE	 	NY	 	11706-0000	 	(***)†	 	(***)†	 	(***)†	 	21407912
	4550
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	4552
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4554
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



263









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4555
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4556
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4557
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	4559
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4562
	 	BANK OF HAWAII	 	130 MERCHANT ST	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	121301028
	4563
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	4564
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4565
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4567
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	4569
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4571
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4572
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4573
	 	UMB BANK	 	PO BOX 419226	 	KANSAS CITY	 	MO	 	64141-6226	 	(***)†	 	(***)†	 	(***)†	 	101000695
	4574
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	4575
	 	BANK OF HAWAII	 	130 MERCHANT ST	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	121301028
	4576
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	4577
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	4578
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4579
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	4580
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4581
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	4584
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4587
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4588
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	4589
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4590
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4591
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4593
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4595
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4596
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4598
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4599
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4602
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4604
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4605
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4606
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



264









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4609
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4610
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	4611
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4612
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4613
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4617
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4618
	 	BANK OF HAWAII	 	130 MERCHANT ST	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	121301028
	4622
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4626
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4627
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4628
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4630
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4631
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4632
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4633
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4634
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4635
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4636
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4637
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4639
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4641
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4642
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4643
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4644
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4645
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4646
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4647
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4648
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4649
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4650
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4653
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4655
	 	FIRST CITIZENS BANK	 	PO BOX 27131	 	RALEIGHT	 	NC	 	27611-7131	 	(***)†	 	(***)†	 	(***)†	 	53100300
	4656
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4657
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4660
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4661
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



265









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4664
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4666
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4668
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4670
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4671
	 	NORTH FORK BANK	 	WESTFIELD SHOPPING MALL	 	BAYSHORE	 	NY	 	11706-0000	 	(***)†	 	(***)†	 	(***)†	 	21407912
	4672
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4673
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4677
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4678
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4680
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4682
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4688
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	4689
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4691
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4692
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4693
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4695
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4696
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4697
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4699
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4741
	 	BANK OF HAWAII (GUAM)	 	130 MERCHANT ST	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	121301028
	4744
	 	BANK OF HAWAII (GUAM)	 	130 MERCHANT ST	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	121301028
	4745
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4746
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4747
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	4749
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4750
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4751
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	4753
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4754
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4756
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4757
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000125
	4760
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4761
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4762
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4763
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



266









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4764
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4765
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	4766
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4767
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	4768
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	4769
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4770
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4771
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4772
	 	AMERICAN SAVINGS BANK	 	915 FORT STREET MALL	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	321370765
	4774
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4777
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4782
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	4783
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4784
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4786
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4787
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4789
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4790
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	4791
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4793
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	4795
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4796
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4797
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4799
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4800
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4801
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4802
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4803
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4804
	 	COMMERCE BANK	 	3035 SOUTH TOPEKA BLVD	 	TOPEKA	 	KS	 	66611-0000	 	(***)†	 	(***)†	 	(***)†	 	101100728
	4805
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4807
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4808
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4810
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4811
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	4812
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4813
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



267









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4815
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	4816
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4817
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4818
	 	BANK OF HAWAII	 	130 MERCHANT ST	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	121301028
	4819
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4820
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4821
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4822
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4823
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4826
	 	FIRST TENNESSEE BANK	 	165 MADISON AVE	 	MEMPHIS	 	TN	 	38103-2723	 	(***)†	 	(***)†	 	(***)†	 	84000026
	4827
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4828
	 	BANK OF HAWAII	 	130 MERCHANT ST	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	121301028
	4829
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	4831
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	4833
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	4834
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4835
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	4839
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4840
	 	SOVEREIGN BANK	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	231371663
	4842
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	4846
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4848
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4851
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4852
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	4853
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4855
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4856
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4857
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4860
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	4861
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4862
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4864
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4866
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4867
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4868
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4870
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



268









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4872
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4874
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4875
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4876
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4877
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4880
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4881
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4884
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4886
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	4888
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4889
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4892
	 	COMERICA BANK	 	500 WOODWARD AVE	 	DETROIT	 	MI	 	48226-0000	 	(***)†	 	(***)†	 	(***)†	 	72000096
	4893
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4896
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	4897
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4898
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4899
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	4900
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4910
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4913
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4914
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4923
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4924
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4945
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4946
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4947
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4948
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4949
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	4950
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4953
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4955
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4957
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4958
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	4959
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4960
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4961
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



269









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	4963
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4964
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4966
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4967
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	4971
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	4973
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4974
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	4975
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	4976
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4978
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4979
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4980
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4985
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	4986
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	4987
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4990
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	4991
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	4993
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4994
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4995
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4997
	 	BANK OF HAWAII	 	130 MERCHANT ST	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	121301028
	4998
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	4999
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5005
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5007
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5008
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5009
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5010
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5011
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5016
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5017
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5018
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	5019
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5020
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5021
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5022
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



270









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	5023
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5024
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5025
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5026
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	5027
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5028
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5029
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	5030
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5032
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5033
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5034
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5035
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5038
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5041
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5042
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5043
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5044
	 	BANK OF HAWAII	 	130 MERCHANT ST	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	121301028
	5045
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5046
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5048
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5051
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5052
	 	UMB BANK	 	PO BOX 419226	 	KANSAS CITY	 	MO	 	64141-6226	 	(***)†	 	(***)†	 	(***)†	 	101000695
	5053
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	5054
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5056
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5057
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5060
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	5061
	 	BANK OF HAWAII	 	130 MERCHANT ST	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	121301028
	5066
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5067
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH 	 	                  43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	5068
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO 	 	                  63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5071
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX 	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5072
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IT 	 	                       60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5073
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX 	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5074
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX 	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5075
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	OM 	 	                  63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248





 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.




271









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	5076
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO                  	 	                  80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5077
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI                       	 	                       02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5079
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY                  	 	                  10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	5080
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5081
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5083
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI                  	 	                  53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	5084
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5085
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL                       	 	                       60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5086
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5087
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO                  	 	                  63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5088
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	                  63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5089
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO                  	 	                  63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5090
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5093
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5094
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC                  	 	                  28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5097
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                  28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5098
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                  28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5099
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5102
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5105
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	                       02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5107
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5108
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	                       60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5111
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	                  63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5113
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	                  63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5114
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5117
	 	CHEVY CHASE BANK	 	7101 DEMOCRACY BLVD	 	BETHESDA	 	MD	 	                  20817-0000	 	(***)†	 	(***)†	 	(***)†	 	255071981
	5118
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC                  	 	                  28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5120
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5121
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	                       60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5123
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5124
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5125
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5126
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	                       60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5127
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5130
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5132
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	                  10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



272









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	5133
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5134
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5137
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	                       60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5142
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5143
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5144
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5145
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	                  63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5147
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5148
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                  80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5149
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5150
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC                  	 	                  28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5151
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC                  	 	                  28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5156
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5157
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5160
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                  28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5161
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5168
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5169
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5171
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5174
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	                       60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5175
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5176
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	                  44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5178
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	                  30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5179
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	                       02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5180
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5183
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5185
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                  28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5187
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	                  63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5188
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5190
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	                  21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	5192
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                  80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5194
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5195
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                  80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5196
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5197
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	                  15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	5198
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



273









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	5199
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5200
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5201
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	                  43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	5202
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL                  	 	                  35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5203
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5204
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH                  	 	                  44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5205
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5207
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY                  	 	                  10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	5208
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5211
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC                  	 	                  28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5213
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5214
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5215
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5216
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC                  	 	                  28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5222
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5229
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5230
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	 75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5232
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC                  	 	                  28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5233
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5234
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5235
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5236
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC                  	 	                  28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5242
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5244
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL                  	 	                  35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5245
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5246
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL                  	 	                  35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5247
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5249
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO                  	 	                  63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5250
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	                  63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5252
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	                       19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	5253
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                  28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5255
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	                  44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5256
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI                       	 	                       02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5257
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                  	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5259
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                  75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5260
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL                  	 	                  60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



274









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	5261
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL                       	 	                       35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5262
	 	COMPASS BANK	 	701 32ND STREET, SOUTH	 	BIRMINGHAM	 	AL	 	                       35296-0000	 	(***)†	 	(***)†	 	(***)†	 	62001186
	5263
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                       28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5266
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5269
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5270
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	                       44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5272
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5275
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5276
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5278
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	                       63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5279
	 	AMERICAN SAVINGS BANK	 	915 FORT STREET MALL	 	HONOLULU	 	HI	 	                       96813-0000	 	(***)†	 	(***)†	 	(***)†	 	321370765
	5280
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5281
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5282
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                       80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5283
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	                       63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5285
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	                       02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5288
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                       	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5290
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                       	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5291
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5292
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI                       	 	                       02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5296
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5299
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                       28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5301
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                       28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5302
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5303
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	                       21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	5305
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                       80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5308
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5310
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	                       35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5313
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                       80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5315
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	                       43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	5317
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5318
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5319
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	                       15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	5321
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                       28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5323
	 	CHEVY CHASE BANK	 	7101 DEMOCRACY BLVD	 	BETHESDA	 	MD	 	20817-0000	 	(***)†	 	(***)†	 	(***)†	 	255071981
	5324
	 	FIRST TENNESSEE BANK	 	165 MADISON AVE	 	MEMPHIS	 	TN	 	38103-2723	 	(***)†	 	(***)†	 	(***)†	 	84000026





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



275









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	5325
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5326
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	                       70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	5327
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5331
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                       28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5332
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5336
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5339
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                       80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5341
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	                       63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5342
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5345
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                       80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5346
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                       80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5350
	 	BANK OF HAWAII	 	130 MERCHANT ST	 	HONOLULU	 	HI	 	                       96813-0000	 	(***)†	 	(***)†	 	(***)†	 	121301028
	5351
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	                       21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	5352
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5353
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	                       45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	5354
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	                       35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5356
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	                       02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5357
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5358
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	                       43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	5360
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                       28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5361
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	                       30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5362
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                       80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5363
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	                       35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5364
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	                       70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	5365
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	                       35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5367
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	                       35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5368
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	                       30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5369
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                       28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5370
	 	TRUSTMARK NATIONAL BANK	 	PO BOX 291	 	JACKSON	 	MS	 	                       39205-0291	 	(***)†	 	(***)†	 	(***)†	 	65300279
	5374
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                       80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5375
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5376
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                       80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5377
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                       28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5378
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	                       60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5379
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                       80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5380
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	                       78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528





 
 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.



276









 




     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	
 

	5381
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV                       	 	                       25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	5382
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC                       	 	                       28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5384
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                       	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5386
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC                       	 	                       28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5387
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC                       	 	                       28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5389
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL                       	 	                       60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5390
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO                       	 	                       63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5392
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	                       10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	5398
	 	FIRST TENNESSEE BANK	 	165 MADISON AVE	 	MEMPHIS	 	TN	 	                       38103-2723	 	(***)†	 	(***)†	 	(***)†	 	84000026
	5400
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5401
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                       	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5402
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL                       	 	                       60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5404
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                       	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5405
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                       	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5406
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5407
	 	TRUSTMARK NATIONAL BANK	 	PO BOX 291	 	JACKSON	 	MS                       	 	                       39205-0291	 	(***)†	 	(***)†	 	(***)†	 	65300279
	5408
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                       	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5409
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD                       	 	                       21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	5414
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                       	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5415
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                       	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5417
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL                       	 	                       35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5419
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                       	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5421
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL                       	 	                       60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5423
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL                       	 	                       60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5424
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX                       	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5425
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5426
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5427
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                       28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5428
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	                       63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5429
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	                       44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5430
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	                       28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5432
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	                       75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5433
	 	SKY BANK	 	310 S. MAIN STREET	 	BYRAN	 	OH	 	                       43506-0000	 	(***)†	 	(***)†	 	(***)†	 	41201936
	5434
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	                       80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5435
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	                       63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5437
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	                       15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






277











 





     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	5439
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5441
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5442
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5443
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5444
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5445
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5446
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5449
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5450
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5451
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5452
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5453
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5454
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5455
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	5456
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	5458
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5459
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5460
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5461
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5462
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5463
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5467
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	5468
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5469
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5470
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5472
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5474
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5475
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5476
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5478
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5479
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	5481
	 	NORTH FORK BANK	 	WESTFIELD SHOPPING MALL	 	BAYSHORE	 	NY	 	11706-0000	 	(***)†	 	(***)†	 	(***)†	 	21407912
	5482
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5483
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5484
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5485
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848









 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






278









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	5488
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5490
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5492
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5494
	 	FIRST TENNESSEE BANK	 	165 MADISON AVE	 	MEMPHIS	 	TN	 	38103-2723	 	(***)†	 	(***)†	 	(***)†	 	84000026
	5495
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5496
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5497
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5501
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5502
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5503
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	5504
	 	BANK OF HAWAII	 	130 MERCHANT ST	 	HONOLULU	 	HI	 	96813-0000	 	(***)†	 	(***)†	 	(***)†	 	121301028
	5508
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5509
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5510
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5513
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5514
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	5516
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	5517
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	5518
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	5519
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5521
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	5522
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5523
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5524
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5526
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5527
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5528
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5529
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5530
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5534
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5535
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5536
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5537
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5538
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5539
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5541
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012







 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






279









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	5542
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5543
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5544
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5545
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	5546
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5547
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	5548
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5555
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5556
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5558
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5562
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5563
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5564
	 	ZION FIRST NATIONAL BANK	 	ONE SOUTH MAIN	 	SALT LAKE CITY	 	UT	 	84111-0000	 	(***)†	 	(***)†	 	(***)†	 	124000054
	5565
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5566
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5567
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5568
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5569
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5570
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5572
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5573
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5574
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5577
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5578
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5579
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5581
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5582
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5583
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5584
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5586
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5588
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5589
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5590
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5592
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5593
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5594
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012








 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.





280









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	5596
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	5597
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5598
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5601
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5602
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5603
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5604
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5605
	 	COMERICA BANK	 	500 WOODWARD AVE	 	DETROIT	 	MI	 	48226-0000	 	(***)†	 	(***)†	 	(***)†	 	72000096
	5606
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	5607
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5610
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5613
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	5614
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5615
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5617
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5618
	 	UMB BANK	 	PO BOX 419226	 	KANSAS CITY	 	MO	 	64141-6226	 	(***)†	 	(***)†	 	(***)†	 	101000695
	5619
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5620
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5621
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5625
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5626
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5627
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	5629
	 	BANK OF THE WEST	 	1800 CAREY AVENUE	 	CHEYENNE	 	WY	 	82001-0000	 	(***)†	 	(***)†	 	(***)†	 	121100782
	5630
	 	COLE TAYLOR BANK	 	1542 WEST 47TH STREET	 	CHICAGO	 	IL	 	60609-0000	 	(***)†	 	(***)†	 	(***)†	 	71000343
	5631
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5633
	 	NEVADA STATE BANK	 	ONE SOUTH MAIN STREET	 	SALT LAKE CITY	 	UT	 	84111-0000	 	(***)†	 	(***)†	 	(***)†	 	122400779
	5634
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5635
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5636
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5638
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5639
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5641
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	5646
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	5648
	 	FIRST TENNESSEE BANK	 	165 MADISON AVE	 	MEMPHIS	 	TN	 	38103-2723	 	(***)†	 	(***)†	 	(***)†	 	84000026
	5649
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	5650
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012








 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.





281









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	5651
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5652
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5653
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5654
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5655
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5659
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5660
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5663
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5664
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5665
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5667
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5670
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5671
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5672
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5673
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5674
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5675
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5676
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5677
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	5678
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5679
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5680
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5682
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	5683
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5684
	 	COMERICA BANK	 	500 WOODWARD AVE	 	DETROIT	 	MI	 	48226-0000	 	(***)†	 	(***)†	 	(***)†	 	72000096
	5685
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	5686
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5687
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5688
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5689
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5693
	 	COMPASS BANK	 	701 32ND STREET, SOUTH	 	BIRMINGHAM	 	AL	 	35296-0000	 	(***)†	 	(***)†	 	(***)†	 	62001186
	5694
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5695
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5696
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5697
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5698
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219







 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






282









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	5700
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5705
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5706
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5707
	 	FIRST CITIZENS BANK	 	PO BOX 27131	 	RALEIGHT	 	NC	 	27611-7131	 	(***)†	 	(***)†	 	(***)†	 	53100300
	5708
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5710
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5711
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5712
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5713
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5714
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	5716
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5717
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5719
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	5720
	 	ZION FIRST NATIONAL BANK	 	ONE SOUTH MAIN	 	SALT LAKE CITY	 	UT	 	84111-0000	 	(***)†	 	(***)†	 	(***)†	 	124000054
	5722
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5724
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5725
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	5727
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5728
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5730
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	5731
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5732
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5734
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5735
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	5736
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5737
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5738
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5739
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5741
	 	FIRST CITIZENS BANK	 	PO BOX 27131	 	RALEIGHT	 	NC	 	27611-7131	 	(***)†	 	(***)†	 	(***)†	 	53100300
	5743
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5744
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5745
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5746
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5747
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5752
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5753
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505







 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






283









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	5754
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5756
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	5758
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	5759
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5760
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5762
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5763
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5766
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5767
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5768
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5769
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5770
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5773
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5776
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5778
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5779
	 	COLE TAYLOR BANK	 	1542 WEST 47TH STREET	 	CHICAGO	 	IL	 	60609-0000	 	(***)†	 	(***)†	 	(***)†	 	71000343
	5780
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5781
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5782
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5783
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5784
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	5785
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	5786
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	5787
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	5788
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5789
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5790
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	5791
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5792
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5793
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	5794
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	5796
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	5797
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	5798
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	5799
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6006
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012







 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






284









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	6014
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	6015
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	6018
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6019
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	6022
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6034
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6035
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	6036
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	6043
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6044
	 	CHEVY CHASE BANK	 	7101 DEMOCRACY BLVD	 	BETHESDA	 	MD	 	20817-0000	 	(***)†	 	(***)†	 	(***)†	 	255071981
	6050
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	6062
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	6065
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6106
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6118
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6125
	 	HARRIS BANK	 	111 WEST MONROE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000288
	6127
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	6134
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6141
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	6142
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	6144
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	6149
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6150
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	6152
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	6153
	 	UNITED BANK	 	500 VIRGINIA STREET	 	CHARLESTON	 	WV	 	25301-2135	 	(***)†	 	(***)†	 	(***)†	 	51900395
	6157
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	6158
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6163
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6164
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	6167
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	6168
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	6169
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6174
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	6178
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6179
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6180
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394







 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






285









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	6182
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6183
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	6184
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6185
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	6186
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6187
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6190
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6191
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6194
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	6198
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6199
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6200
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	6201
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6203
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6207
	 	COMERICA BANK	 	500 WOODWARD AVE	 	DETROIT	 	MI	 	48226-0000	 	(***)†	 	(***)†	 	(***)†	 	72000096
	6208
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	6209
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	6210
	 	HARRIS BANK	 	111 WEST MONROE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000288
	6213
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6214
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	6217
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	6219
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6223
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6224
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6227
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	6230
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	6232
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6236
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6237
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	6240
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6242
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6243
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	6246
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6248
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	6249
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6251
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039








 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.





286









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	6253
	 	COMERICA BANK	 	500 WOODWARD AVE	 	DETROIT	 	MI	 	48226-0000	 	(***)†	 	(***)†	 	(***)†	 	72000096
	6254
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	6257
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6259
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6260
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6261
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6262
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6264
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	6265
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6266
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	6267
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	6271
	 	HARRIS BANK	 	111 WEST MONROE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000288
	6277
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	6278
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6281
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6284
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	6285
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6287
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	6293
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	6294
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	6295
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	6297
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6301
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	6303
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6306
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6308
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6309
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	6312
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	6317
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	6322
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6324
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6325
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6327
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6328
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6329
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	6334
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120








 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.





287









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	6335
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	6337
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6338
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6339
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6342
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	6343
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	6344
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	6346
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	6347
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6349
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6353
	 	SOVEREIGN BANK	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	231371663
	6357
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6358
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	6359
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6361
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6363
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6365
	 	SUNTRUST BANK	 	25 PARK PLACE	 	ATLANTA	 	GA	 	30303-0000	 	(***)†	 	(***)†	 	(***)†	 	66000604
	6366
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6367
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6374
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6375
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	6381
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	6382
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	6385
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	6386
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6389
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6391
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	6392
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	6396
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	6397
	 	SKY BANK	 	310 S. MAIN STREET	 	BYRAN	 	OH	 	43506-0000	 	(***)†	 	(***)†	 	(***)†	 	41201936
	6399
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6401
	 	PNC BANK	 	620 LIBERTY AVE	 	PITTSBURGH	 	PA	 	15222-0000	 	(***)†	 	(***)†	 	(***)†	 	43000096
	6402
	 	BRANCH BANKING AND TRUST CO.	 	300 SUMMERS STREET	 	CHARLESTON	 	WV	 	25301-0000	 	(***)†	 	(***)†	 	(***)†	 	51503394
	6407
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6411
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6414
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039







 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






288









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	6415
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6417
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6418
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	6422
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6423
	 	FIRST CITIZENS BANK	 	PO BOX 27131	 	RALEIGHT	 	NC	 	27611-7131	 	(***)†	 	(***)†	 	(***)†	 	53100300
	6428
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	6429
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6430
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6432
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	6441
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	6442
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	6445
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6446
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	6447
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	6448
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6450
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	6451
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6452
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6453
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6454
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	6457
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	6458
	 	SOVEREIGN BANK OF NEW ENGLAND	 	1130 BERSHIRE BLVD	 	WYOMISSING	 	PA	 	19610-0000	 	(***)†	 	(***)†	 	(***)†	 	11075150
	6459
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6460
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	6463
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6464
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	6467
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	6471
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6472
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6473
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6476
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6478
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6479
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6480
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	6485
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	6486
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039







 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






289









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	6487
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	6488
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6489
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6493
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6495
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	6496
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6513
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6515
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6517
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6518
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	6523
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	6524
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6527
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6530
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6531
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6532
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6534
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6536
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6542
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6546
	 	M & I BANK, OF WI	 	4726 EAST TOWNE BLVD	 	MADISON	 	WI	 	53704-0000	 	(***)†	 	(***)†	 	(***)†	 	75000051
	6548
	 	STANDARD FEDERAL BANK	 	540 W. MADISON	 	CHICAGO	 	IL	 	60661-0000	 	(***)†	 	(***)†	 	(***)†	 	72000805
	6549
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6552
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	6553
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6556
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6559
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545
	6565
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	6567
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6568
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6569
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	6570
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	6573
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	6574
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6575
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	6577
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6578
	 	JPMORGAN CHASE BANK	 	525 WEST MONROE	 	CHICAGO	 	IL	 	60661-0239	 	(***)†	 	(***)†	 	(***)†	 	124001545







 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






290









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	6580
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	6581
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6584
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6585
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6586
	 	CITIZENS BANK RHODE ISLAND	 	ONE CITIZENS PLAZA	 	PROVIDENCE	 	RI	 	02903-1339	 	(***)†	 	(***)†	 	(***)†	 	11500120
	6587
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6589
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6592
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	6594
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	6595
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6596
	 	HSBC	 	452 FIFTH AVE	 	NEW YORK	 	NY	 	10018-0000	 	(***)†	 	(***)†	 	(***)†	 	22000020
	6600
	 	KEY BANK	 	127 PUBLIC SQUARE	 	CLEVELAND	 	OH	 	44114-1306	 	(***)†	 	(***)†	 	(***)†	 	41001039
	6601
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6612
	 	M & T BANK	 	25 SOUTH CHARLES STREET	 	BALTIMORE	 	MD	 	21201-0000	 	(***)†	 	(***)†	 	(***)†	 	52000113
	6625
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6631
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6634
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6637
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6641
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6643
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6646
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6648
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6650
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6662
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6680
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	6682
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6683
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6685
	 	US BANK	 	918 17TH STREET	 	DENVER	 	CO	 	80202-0000	 	(***)†	 	(***)†	 	(***)†	 	123000848
	6686
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6687
	 	ABN-AMRO BANK / LASALLE	 	135 SOUTH LASALLE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000505
	6689
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6690
	 	FIRST TENNESSEE BANK	 	165 MADISON AVE	 	MEMPHIS	 	TN	 	38103-2723	 	(***)†	 	(***)†	 	(***)†	 	84000026
	6692
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6693
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6694
	 	HARRIS BANK	 	111 WEST MONROE STREET	 	CHICAGO	 	IL	 	60603-0000	 	(***)†	 	(***)†	 	(***)†	 	71000288
	6695
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012







 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






291









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	6696
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	6698
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	6699
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6700
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6710
	 	BANK OF AMERICA	 	901 MAIN STREET	 	DALLAS	 	TX	 	75202-0000	 	(***)†	 	(***)†	 	(***)†	 	111000012
	6711
	 	National City Bank	 	155 EAST BROAD STREET	 	COLUMBUS	 	OH	 	43251-0077	 	(***)†	 	(***)†	 	(***)†	 	72000915
	6715
	 	REGIONS BANK	 	PO BOX 10247	 	BIRMINGHAM	 	AL	 	35202-0000	 	(***)†	 	(***)†	 	(***)†	 	62005690
	6716
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	6718
	 	FIFTH THIRD	 	38 FOUNTAIN SQUARE PLAZA	 	CINCINNATI	 	OH	 	45202-0000	 	(***)†	 	(***)†	 	(***)†	 	42000314
	6720
	 	CAPITAL ONE	 	313 CARONDELET	 	NEW ORLEANS	 	LA	 	70161-0000	 	(***)†	 	(***)†	 	(***)†	 	65000090
	6721
	 	IBC	 	816 CONGRESS AVE	 	AUSTIN	 	TX	 	78701-0000	 	(***)†	 	(***)†	 	(***)†	 	114902528
	6722
	 	WELLS FARGO	 	120 S CENTRAL AVE	 	ST LOUIS	 	MO	 	63105-0000	 	(***)†	 	(***)†	 	(***)†	 	121000248
	6724
	 	UMB BANK	 	PO BOX 419226	 	KANSAS CITY	 	MO	 	64141-6226	 	(***)†	 	(***)†	 	(***)†	 	101000695
	6727
	 	BANCFIRST	 	101 NORTH BROADWAY	 	OKLAHOMA CITY	 	OK	 	73102-0000	 	(***)†	 	(***)†	 	(***)†	 	103003632
	6728
	 	WACHOVIA BANK	 	401 SOUTH TRYON STREET	 	CHARLEOTTE	 	NC	 	28288-5710	 	(***)†	 	(***)†	 	(***)†	 	53000219
	Individual Store Accounts	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	48
	 	RCB BANK	 	122000 E 96TH ST NORTH	 	OWASSO	 	OK	 	74055-0000	 	(***)†	 	(***)†	 	(***)†	 	103112594
	52
	 	CLINTON NATIONAL BANK	 	235 6TH AVE SOUTH	 	CLINTON	 	IA	 	52732-0000	 	(***)†	 	(***)†	 	(***)†	 	73900441
	77
	 	COMMERCE BANK OF WICHITA	 	1250 S WOODLAWN	 	WICHITA	 	KS	 	67218-0000	 	(***)†	 	(***)†	 	(***)†	 	101100540
	91
	 	PEOPLES STATE BANK	 	445 S LEWIS	 	TULSA	 	OK	 	74110-0000	 	(***)†	 	(***)†	 	(***)†	 	103908669
	117
	 	SIMMONS FIRST NATIONAL BANK	 	501 MAIN STREET	 	PINE BLUFF	 	AR	 	71601-4398	 	(***)†	 	(***)†	 	(***)†	 	82900432
	121
	 	AMERICAN BANK OF TEXAS	 	2011 TEXOMA PKWY	 	SHERMAN	 	TX	 	75091-0000	 	(***)†	 	(***)†	 	(***)†	 	111901645
	131
	 	FIRST WESTERN BANK & TRUST	 	900 SOUTH BROADWAY	 	MINOT	 	ND	 	58702-1090	 	(***)†	 	(***)†	 	(***)†	 	91310440
	133
	 	TOWN & COUNTRY BANK	 	524 N 30TH ST	 	QUINCY	 	IL	 	62301-0000	 	(***)†	 	(***)†	 	(***)†	 	81200573
	160
	 	CENTRAL NATIONAL BANK	 	PO BOX 700	 	JUNCTION CITY	 	KS	 	66441-0000	 	(***)†	 	(***)†	 	(***)†	 	101101293
	164
	 	FARMERS BANK & TRUST	 	1017 HARRISON ST.	 	GREAT BEND	 	KS	 	67530-0000	 	(***)†	 	(***)†	 	(***)†	 	101107080
	177
	 	CHILLICOTHE STATE BANK	 	600 WASHINGTON	 	CHILLICOTHE	 	MO	 	64601-0000	 	(***)†	 	(***)†	 	(***)†	 	101901419
	202
	 	CITIZENS BANK AND TRUST	 	P O BOX 659	 	PLAQUEMINE	 	LA	 	70765-0000	 	(***)†	 	(***)†	 	(***)†	 	65403150
	209
	 	FIRST BANK OF WEST TEXAS	 	1 VILLAGE DRIVE	 	ABILENE	 	TX	 	79606-0000	 	(***)†	 	(***)†	 	(***)†	 	111323731
	217
	 	FIRST NATIONAL BANK OF CRESTVIEW	 	2541 HWY 85 SOUTH	 	CRESTVIEW	 	FL	 	32536-0000	 	(***)†	 	(***)†	 	(***)†	 	63206139
	236
	 	THE CITIZENS BANK OF PERRY	 	PO BOX 1247	 	PERRY	 	FL	 	32348-0000	 	(***)†	 	(***)†	 	(***)†	 	63106501
	260
	 	LAREDO NATIONAL BANK	 	218 S. ZARZAMORA	 	SAN ANTONIO	 	TX	 	78207-0000	 	(***)†	 	(***)†	 	(***)†	 	114900313
	280
	 	INTER NATIONAL BANK	 	P O DRAWER 1100	 	WESLACO	 	TX	 	78599-0000	 	(***)†	 	(***)†	 	(***)†	 	114915272
	281
	 	SUMMIT BANK	 	600 S MAIN STREET	 	HOPE	 	AR	 	71801-0000	 	(***)†	 	(***)†	 	(***)†	 	82901871
	308
	 	ARVEST BANK	 	201 N BROADWAY	 	SHAWNEE	 	OK	 	74802-1089	 	(***)†	 	(***)†	 	(***)†	 	103100328







 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






292









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	314
	 	SABINE STATE BANK & TRUST	 	737 KEYSER AVE	 	NATCHITOCHES	 	LA	 	71457-0000	 	(***)†	 	(***)†	 	(***)†	 	111102059
	328
	 	BANCORP SOUTH	 	2173 HWY 72 EAST	 	CORINTH	 	MS	 	38834-0000	 	(***)†	 	(***)†	 	(***)†	 	84201278
	337
	 	FIRST BANK	 	1325 HIGHWAY 4 BYPASS	 	CAMDEN	 	AR	 	71701-0000	 	(***)†	 	(***)†	 	(***)†	 	82902320
	376
	 	HANCOCK BANK	 	PO BOX 4019	 	GULFPORT	 	MS	 	39502-0000	 	(***)†	 	(***)†	 	(***)†	 	65503681
	429
	 	FIDELITY BANK	 	11411 E. KELLOGG	 	WICHITA	 	KS	 	67207-0000	 	(***)†	 	(***)†	 	(***)†	 	301171353
	493
	 	MID FIRST BANK	 	P.O. BOX 308	 	MUSTANG	 	OK	 	73064-0000	 	(***)†	 	(***)†	 	(***)†	 	303087995
	607
	 	INTRUST BANK-NORTH	 	2005 W 21ST N	 	WICHITA	 	KS	 	67203-0000	 	(***)†	 	(***)†	 	(***)†	 	101100029
	614
	 	FIRST STATE BANK OF ALTUS	 	721 N MAIN	 	ALTUS	 	OK	 	73522-0979	 	(***)†	 	(***)†	 	(***)†	 	103108249
	615
	 	FIRST NATIONAL BANK	 	P.O. BOX 272	 	BERRYVILLE	 	AR	 	72616-0000	 	(***)†	 	(***)†	 	(***)†	 	82905505
	664
	 	BANK AND TRUST COMPANY	 	401 NORTH MADISON STREET	 	LITCHFIELD	 	IL	 	62056-0000	 	(***)†	 	(***)†	 	(***)†	 	81903537
	668
	 	CHICKASHA BANK & TRUST COMPANY	 	PO BOX 1307	 	CHICKASHA	 	OK	 	73023-0000	 	(***)†	 	(***)†	 	(***)†	 	103101699
	710
	 	CORNERSTONE BANK	 	1727 EAST 23RD STREET	 	COLUMBUS	 	NE	 	68601-0000	 	(***)†	 	(***)†	 	(***)†	 	104900349
	740
	 	VISON BANK	 	BOX 669	 	ADA	 	OK	 	74821-0000	 	(***)†	 	(***)†	 	(***)†	 	103101026
	782
	 	AMERICAN HERITAGE BANK	 	PO BOX 1408	 	SAPULPA	 	OK	 	74067-1408	 	(***)†	 	(***)†	 	(***)†	 	103100616
	783
	 	FIRST NATIONAL OF DANVILLE	 	ONE TOWNE CENTER	 	DANVILLE	 	IL	 	61832-0000	 	(***)†	 	(***)†	 	(***)†	 	71100858
	835
	 	FIRST BANK	 	1405 N ILLINOIS	 	WATERLOO	 	IL	 	62298-0000	 	(***)†	 	(***)†	 	(***)†	 	81009428
	886
	 	CITIZENS BANK & TRUST COMPANY	 	PO BOX 1117	 	OKMULGEE	 	OK	 	74447-1117	 	(***)†	 	(***)†	 	(***)†	 	103101084
	888
	 	LINCOLN STATE BANK	 	3131 SOUTH 13TH STREET	 	MILWAUKEE	 	WI	 	53215-0000	 	(***)†	 	(***)†	 	(***)†	 	75000734
	899
	 	WOODFOREST NATIONAL BANK	 	220 N US HIGHWAY 175	 	SEAGOVILLE	 	TX	 	75159-1839	 	(***)†	 	(***)†	 	(***)†	 	113008465
	948
	 	GUARANTY BOND BANK	 	2317 S JEFFERSON AVE	 	MT PLEASANT	 	TX	 	75456-1158	 	(***)†	 	(***)†	 	(***)†	 	111915327
	982
	 	AMERICAN NATIONAL BANK	 	PO BOX 40	 	TERRELL	 	TX	 	75160-0000	 	(***)†	 	(***)†	 	(***)†	 	111901519
	1135
	 	RANGE BANK	 	3195 WRIGHT STREET	 	MARQUETTE	 	MI	 	49855-0000	 	(***)†	 	(***)†	 	(***)†	 	91101950
	1161
	 	WESTMINSTER UNION BANK	 	400 NORTH CENTER STREET	 	WESTMINSTER	 	MD	 	21157-0189	 	(***)†	 	(***)†	 	(***)†	 	55000657
	1187
	 	MB FINANCIAL BANK	 	1618 WEST 18TH STREET	 	CHICAGO	 	IL	 	60608-3996	 	(***)†	 	(***)†	 	(***)†	 	71001737
	1197
	 	FIDELITY BANK	 	GREENRIDGE PLAZA	 	SCRANTON	 	PA	 	18509-0000	 	(***)†	 	(***)†	 	(***)†	 	31303129
	1207
	 	SUMMIT BANK	 	PO BOX 647	 	MAGNOLIA	 	AR	 	71752-0000	 	(***)†	 	(***)†	 	(***)†	 	82901871
	1215
	 	FIRST BANK & TRUST	 	204 E LAMAR ST	 	JASPER	 	TX	 	75951-0000	 	(***)†	 	(***)†	 	(***)†	 	113122804
	1216
	 	FIRST BANK OF THE DELTA	 	425 PLAZA	 	WEST HELENA	 	AR	 	72390-0507	 	(***)†	 	(***)†	 	(***)†	 	84100638
	1221
	 	ALLIANCE BANK	 	1 MADISON ST	 	HAMILTON	 	NY	 	13346-0000	 	(***)†	 	(***)†	 	(***)†	 	21303511
	1241
	 	BANCORP SOUTH	 	2173 HWY 72 EAST	 	CORINTH	 	MS	 	38834-0000	 	(***)†	 	(***)†	 	(***)†	 	84201278
	1242
	 	FIRST BANK & TRUST	 	1009 NORTH UNIVERSITY	 	NACOGDOCHES	 	TX	 	75961-0000	 	(***)†	 	(***)†	 	(***)†	 	113122804
	1331
	 	UNION BANK	 	8959 EAST HIGHWAY 40	 	KANSAS CITY	 	MO	 	64129-0000	 	(***)†	 	(***)†	 	(***)†	 	101001500
	1362
	 	SEAWAY NATIONAL BANK	 	645 EAST 87TH STREET	 	CHICAGO	 	IL	 	60619-0000	 	(***)†	 	(***)†	 	(***)†	 	71001216
	1417
	 	SHORE BANK	 	7054 JEFFREY BLVD	 	CHICAGO	 	IL	 	60649-2096	 	(***)†	 	(***)†	 	(***)†	 	71004226
	1440
	 	FIRST NATIONAL BANK	 	9343 ALEMEDA AVE	 	EL PASO	 	TX	 	79917-0000	 	(***)†	 	(***)†	 	(***)†	 	112319524
	1556
	 	CHITTENDEN BANK	 	99 DORSETT STREET	 	SOUTH BURLINGTON	 	VT	 	05403-0000	 	(***)†	 	(***)†	 	(***)†	 	11600062







 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






293









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	1559
	 	ALL AMERICA BANK	 	200 SOUTH ROCKWELL AVE	 	OKLAHOMA CITY	 	OK	 	73128-0000	 	(***)†	 	(***)†	 	(***)†	 	103001456
	1628
	 	FIRST AMERICAN BANK	 	1818 WEST JEFFERSON STREET	 	JOLIET	 	IL	 	60435-0000	 	(***)†	 	(***)†	 	(***)†	 	71922777
	1680
	 	UNITED COMMUNITY BANK	 	4000 APPALACHIAN HWY	 	BLUE RIDGE	 	GA	 	30513-0000	 	(***)†	 	(***)†	 	(***)†	 	61103454
	1711
	 	FIRST NATIONAL BANK	 	4001 W 41ST STREET	 	SIOUX FALLS	 	SD	 	57117-5186	 	(***)†	 	(***)†	 	(***)†	 	91400020
	1720
	 	CROSSROADS BANK	 	2000 SOUTH BANKER STREET	 	EFFINGHAM	 	IL	 	62401-0000	 	(***)†	 	(***)†	 	(***)†	 	81224122
	1729
	 	FIRST MIDWEST BANK	 	2806 N. VERMILLION STREET	 	DANVILLE	 	IL	 	61832-0000	 	(***)†	 	(***)†	 	(***)†	 	71901604
	1749
	 	NORTH SHORE BANK	 	1600 MILLER TRUNK HWY	 	DULUTH	 	MN	 	55811-0000	 	(***)†	 	(***)†	 	(***)†	 	91900106
	1776
	 	FIRST MIDWEST BANK	 	3500 GRANT ST.	 	GARY	 	IN	 	46408-0000	 	(***)†	 	(***)†	 	(***)†	 	71900883
	1783
	 	STAR FINANCIAL BANK	 	2948 SOUTH WESTERN AVE	 	MARION	 	IN	 	46953-0000	 	(***)†	 	(***)†	 	(***)†	 	74901672
	1805
	 	FIRST CITIZENS BANK OF BUTTE	 	3220 HARRISON AVENUE	 	BUTTE	 	MT	 	59701-3149	 	(***)†	 	(***)†	 	(***)†	 	92901489
	1867
	 	UNITED BANK	 	1501 NORTH BROAD STREET	 	PHILADELPHIA	 	PA	 	19122-0000	 	(***)†	 	(***)†	 	(***)†	 	36002810
	2015
	 	FIRST NATIONAL BANK	 	4001 W 41ST STREET	 	SIOUX FALLS	 	SD	 	57117-5186	 	(***)†	 	(***)†	 	(***)†	 	91400020
	2057
	 	UMB BANK	 	PO BOX 5008	 	COLORADO SPRINGS	 	CO	 	80903-1899	 	(***)†	 	(***)†	 	(***)†	 	107001067
	2060
	 	FARMERS BANK & TRUST	 	400 WEST MAIN STREET	 	BLYTHEVILLE	 	AR	 	72316-0688	 	(***)†	 	(***)†	 	(***)†	 	84101051
	2081
	 	PROSPERITY BANK	 	100 SOUTH WACHINGTON	 	BEEVILLE	 	TX	 	78102-5622	 	(***)†	 	(***)†	 	(***)†	 	113122655
	2101
	 	TEXAS BANK	 	PO BOX 1429	 	BROWNWOOD	 	TX	 	76804-0000	 	(***)†	 	(***)†	 	(***)†	 	111902424
	2103
	 	FIRST STATE BANK	 	PO BOX 10	 	GAINESVILLE	 	TX	 	76241-0010	 	(***)†	 	(***)†	 	(***)†	 	111901467
	2107
	 	FIRST NATIONAL OF NORTH PLATTE	 	PO BOX 10	 	NORTH PLATTE	 	NE	 	69103-0000	 	(***)†	 	(***)†	 	(***)†	 	104900721
	2114
	 	LAREDO NATIONAL BANK	 	PO BOX 736	 	LAREDO	 	TX	 	78042-0000	 	(***)†	 	(***)†	 	(***)†	 	114907329
	2116
	 	BROADWAY BANK	 	1177 NE LOOP 410	 	SAN ANTONIO	 	TX	 	78217-0001	 	(***)†	 	(***)†	 	(***)†	 	114021933
	2118
	 	CHEMICAL BANK WEST	 	1408 NORTH MITCHELL STREET	 	CADILLAC	 	MI	 	49601-0000	 	(***)†	 	(***)†	 	(***)†	 	72404948
	2125
	 	AMERICAN BANK	 	PO BOX 154068	 	WACO	 	TX	 	76715-4068	 	(***)†	 	(***)†	 	(***)†	 	111900604
	2128
	 	LAREDO NATIONAL BANK	 	218 S. ZARZAMORA	 	SAN ANTONIO	 	TX	 	78207-0000	 	(***)†	 	(***)†	 	(***)†	 	114900313
	2130
	 	FIRST STATE BANK	 	4351 VENTURE DRIVE	 	PERU	 	IL	 	61354-0000	 	(***)†	 	(***)†	 	(***)†	 	71921532
	2161
	 	FIRST BANK & TRUST	 	P O BOX 1687	 	CLEVLAND	 	TX	 	77328-1687	 	(***)†	 	(***)†	 	(***)†	 	113122804
	2201
	 	WOODFOREST NATIONAL	 	PO BOX 24459	 	HOUSTON	 	TX	 	77229-4459	 	(***)†	 	(***)†	 	(***)†	 	113008465
	2216
	 	BROADWAY BANK	 	5960 NORTH BROADWAY	 	CHICAGO	 	IL	 	60660-0000	 	(***)†	 	(***)†	 	(***)†	 	71002419
	2243
	 	SEAWAY NATIONAL BANK	 	645 E 87TH ST	 	CHICAGO	 	IL	 	60619-0000	 	(***)†	 	(***)†	 	(***)†	 	71001216
	2265
	 	ALLIANCE BANK	 	100 W JEFFERSON	 	SULPHUR SPRINGS	 	TX	 	75483-0500	 	(***)†	 	(***)†	 	(***)†	 	111901975
	2277
	 	FIRST BANK	 	7710 LIMONITA AVE	 	RIVERSIDE	 	CA	 	92509-0000	 	(***)†	 	(***)†	 	(***)†	 	122239131
	2294
	 	BANCO POPULAR OF CHICAGO	 	4000 W NORTH AVE	 	CHICAGO	 	IL	 	60649-0000	 	(***)†	 	(***)†	 	(***)†	 	71924458
	2296
	 	WEATHERFORD NATIONAL BANK	 	101 COLLEGE PARK DR	 	WEATHERFORD	 	TX	 	76086-0000	 	(***)†	 	(***)†	 	(***)†	 	111914218
	2299
	 	FIRST STATE BANK	 	PO BOX 471	 	ATHENS	 	TX	 	75751-0000	 	(***)†	 	(***)†	 	(***)†	 	111921777
	2300
	 	FROST BANK	 	PO BOX 546	 	ALAMO	 	TX	 	78516-0546	 	(***)†	 	(***)†	 	(***)†	 	114000093
	2306
	 	LAKE CITY BANK	 	4202 ELKHART RD	 	GOSHEN	 	IN	 	46526-0000	 	(***)†	 	(***)†	 	(***)†	 	74903719
	2320
	 	KEWANEE BANKING CENTER	 	635 SOUTH TENNEY STREET	 	KEWANEE	 	IL	 	61443-0408	 	(***)†	 	(***)†	 	(***)†	 	71107987







 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






294









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	2365
	 	FIRST STATE BANK	 	P.O. BOX 1277	 	LIVINGSTON	 	TX	 	77351-0000	 	(***)†	 	(***)†	 	(***)†	 	113105465
	2393
	 	ALBANY BANK & TRUST CO.	 	3400 W LAWRENCE AVE	 	CHICAGO	 	IL	 	60625-0000	 	(***)†	 	(***)†	 	(***)†	 	71004446
	2394
	 	STANDARD BANK & TRUST	 	PO BOX 17170	 	CHICAGO	 	IL	 	60617-0170	 	(***)†	 	(***)†	 	(***)†	 	71909363
	2396
	 	SEAWAY NATIONAL BANK	 	645 E 87TH ST	 	CHICAGO	 	IL	 	60619-0000	 	(***)†	 	(***)†	 	(***)†	 	71001216
	2443
	 	NBC BANK	 	PO BOX 10249	 	ENID	 	OK	 	73706-0249	 	(***)†	 	(***)†	 	(***)†	 	103112523
	2453
	 	AMEGY BANK OF TEXAS	 	PO BOX 27459	 	HOUSTON	 	TX	 	77227-7459	 	(***)†	 	(***)†	 	(***)†	 	113011258
	2462
	 	FOUNDERS BANK	 	6825 WEST 111TH STREET	 	WORTH	 	IL	 	60482-0000	 	(***)†	 	(***)†	 	(***)†	 	71923213
	2514
	 	FIRST NATIONAL BANK	 	515 MCCASSLIN BLVD	 	LOUISVILLE	 	CO	 	80027-0000	 	(***)†	 	(***)†	 	(***)†	 	107001960
	2520
	 	PEOPLES STATE BANK	 	9252 JOS CAMPEAU AVE	 	HAMTRAMCK	 	MI	 	48212-0000	 	(***)†	 	(***)†	 	(***)†	 	72406768
	2540
	 	SUBURBAN BANK & TRUST CO.	 	PO BOX 419	 	ELMHURST	 	IL	 	60126-0419	 	(***)†	 	(***)†	 	(***)†	 	71924513
	2561
	 	HUNTINGTON FEDERAL SAVINGS BANK	 	P.O.BOX 239	 	HUNTINGTON	 	WV	 	25707-0239	 	(***)†	 	(***)†	 	(***)†	 	251573234
	2562
	 	TEXAS COASTAL BANK	 	6731 SPENCER HWY	 	PASADENA	 	TX	 	77508-0000	 	(***)†	 	(***)†	 	(***)†	 	113013117
	2640
	 	TD BANKNORTH	 	401 VALLEY BROOK AVE	 	LYNDHURST	 	NJ	 	07071-0000	 	(***)†	 	(***)†	 	(***)†	 	21201503
	2688
	 	WHITNEY BANK	 	2402 NORTH MAIN	 	HOUSTON	 	TX	 	77009-0000	 	(***)†	 	(***)†	 	(***)†	 	113000968
	2701
	 	FIRST NATIONAL BANK OF ALAMOGORDO	 	414 10TH STREET	 	ALAMOGORDO	 	NM	 	88310-0000	 	(***)†	 	(***)†	 	(***)†	 	112202123
	2802
	 	CENTRAL BANK	 	238 MADISON	 	JEFFERSON CITY	 	MO	 	65102-0000	 	(***)†	 	(***)†	 	(***)†	 	86500634
	2810
	 	MERCHANT MARINE BANK	 	2235 HWY 90	 	GAUTIER	 	MS	 	39553-0188	 	(***)†	 	(***)†	 	(***)†	 	65301362
	2853
	 	WESBANCO BANK	 	100 MALL RD	 	STEUBENVILLE	 	OH	 	43952-0000	 	(***)†	 	(***)†	 	(***)†	 	43401190
	2860
	 	FIRST NATIONAL BANK	 	2807 TEXAS AVE	 	BRYAN	 	TX	 	77802-0000	 	(***)†	 	(***)†	 	(***)†	 	113102303
	2875
	 	FT DAVIS STATE BANK	 	PO BOX 1808	 	FT DAVIS	 	TX	 	79734-0000	 	(***)†	 	(***)†	 	(***)†	 	112314066
	2896
	 	BANGOR SAVINGS	 	366 MAIN STREET	 	WATERVILLE	 	ME	 	04901-0000	 	(***)†	 	(***)†	 	(***)†	 	211274382
	2905
	 	NORWAY SAVINGS BANK	 	47 TOPSHAM FAIR MALL ROAD	 	TOPSHAM	 	ME	 	04086-0000	 	(***)†	 	(***)†	 	(***)†	 	211274515
	2974
	 	BOONE COUNTY NATIONAL BANK	 	8TH & BROADWAY	 	COLUMBIA	 	MO	 	65205-0000	 	(***)†	 	(***)†	 	(***)†	 	81500859
	3008
	 	TRI-COUNTIES BANK, OF CA	 	1950 E. 20TH ST. SUITE 725	 	CHICO	 	CA	 	95928-0000	 	(***)†	 	(***)†	 	(***)†	 	121135045
	3071
	 	BERKSHIRE BANK	 	39 CHESHIER RD	 	PITTSFIELD	 	MA	 	01202-1308	 	(***)†	 	(***)†	 	(***)†	 	211871691
	3114
	 	COLUMBUS BANK & TRUST	 	PO BOX 120	 	COLUMBAS	 	GA	 	31902-0000	 	(***)†	 	(***)†	 	(***)†	 	61100606
	3122
	 	NORTHWEST BANK & TRUST CO.	 	100 E KIMBERLY RD	 	DAVENPORT	 	IA	 	52808-8001	 	(***)†	 	(***)†	 	(***)†	 	73900182
	3126
	 	FIRST COLUMBIA BANK	 	PO BOX 240	 	BLOOMBURG	 	PA	 	17815-0000	 	(***)†	 	(***)†	 	(***)†	 	31305936
	3145
	 	SUSQUEHANNA BANK	 	704 FOXCROFT AVE NORTH	 	MARTINSBURG	 	WV	 	25402-1627	 	(***)†	 	(***)†	 	(***)†	 	55000259
	3233
	 	ELMIRA SAVINGS BANK	 	3300 CHAMBERS ROAD	 	HORSEHEADS	 	NY	 	14845-0000	 	(***)†	 	(***)†	 	(***)†	 	221370399
	3251
	 	PROVIDENT BANK	 	895 BERGEN AVE	 	JERSEY CITY	 	NJ	 	07306-4397	 	(***)†	 	(***)†	 	(***)†	 	221272303
	3306
	 	VALLEY NATIONAL BANK	 	76 CENTRAL AVE	 	CLARK	 	NJ	 	07066-0000	 	(***)†	 	(***)†	 	(***)†	 	21201383
	3339
	 	FIDELITY BANK & TRUST	 	14545 WAX RD	 	BATON ROUGE	 	LA	 	70818-0000	 	(***)†	 	(***)†	 	(***)†	 	265472415
	3345
	 	CENTIER BANK	 	7760 EAST 37 AVE	 	HOBART	 	IN	 	46342-0000	 	(***)†	 	(***)†	 	(***)†	 	71902878
	3350
	 	LIBERTY BANK OF ARKANSAS	 	3000 EAST HIGHLAND AVE	 	JONESBORO	 	AR	 	72401-0000	 	(***)†	 	(***)†	 	(***)†	 	84108795
	3396
	 	LAREDO NATIONAL BANK	 	218 S. ZARZAMORA	 	SAN ANTONIO	 	TX	 	78207-0000	 	(***)†	 	(***)†	 	(***)†	 	114900313







 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






295









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	3399
	 	VALLEY NATIONAL BANK	 	76 CENTRAL AVE	 	CLARK	 	NJ	 	07066-0000	 	(***)†	 	(***)†	 	(***)†	 	21201383
	3439
	 	PEOPLES BANK	 	314 HIGH STREET	 	HOLYOKE	 	MA	 	01040-0000	 	(***)†	 	(***)†	 	(***)†	 	211871772
	3489
	 	BANK FINANCIAL	 	3443 WEST TOUHY AVE	 	LINCOLNWOOD	 	IL	 	60645-0000	 	(***)†	 	(***)†	 	(***)†	 	271972899
	3549
	 	CITIZENS FIRST NAT'L BANK	 	DRAWER 1227	 	STORM LAKE	 	IA	 	50588-0000	 	(***)†	 	(***)†	 	(***)†	 	73903516
	3554
	 	TRUST COMPANY BANK	 	PO BOX 1082	 	SCHENECTADY	 	NY	 	12301-1082	 	(***)†	 	(***)†	 	(***)†	 	21300912
	3586
	 	ARVEST BANK	 	2029 W KNOSHA	 	BROKEN ARROW	 	OK	 	74012-0000	 	(***)†	 	(***)†	 	(***)†	 	103112976
	3621
	 	AMERICANA COMMUNITY BANK	 	115 1ST STREET NE	 	MEDFORD	 	MN	 	55049-0000	 	(***)†	 	(***)†	 	(***)†	 	91901969
	3632
	 	MIDCOUNTRY BANK	 	502 NORTH COMMERCIAL STREET	 	HARRISBURG	 	IL	 	62946-0297	 	(***)†	 	(***)†	 	(***)†	 	81204265
	3688
	 	FIRST NATIONAL BANK OF PA	 	805 LOGAN BLVD	 	HOLIDAYSBURG	 	PA	 	16635-0000	 	(***)†	 	(***)†	 	(***)†	 	43318092
	3737
	 	UNION STATE BANK OF FARGO	 	901 40TH STREET SW	 	FARGO	 	ND	 	58106-9399	 	(***)†	 	(***)†	 	(***)†	 	91310576
	3784
	 	BROOKLYN FEDERAL SAVINGS	 	1752 VETERANS HWY	 	ISLANDIA	 	NY	 	11722-0000	 	(***)†	 	(***)†	 	(***)†	 	226072346
	3795
	 	SUSQUEHANNA BANK	 	704 FOXCROFT AVE NORTH	 	MARTINSBURG	 	WV	 	25402-1627	 	(***)†	 	(***)†	 	(***)†	 	55000259
	3825
	 	RICHMOND COUNTY SAVINGS BANK	 	2595 HYLAN BLVD	 	STATEN ISLAND	 	NY	 	10306-0000	 	(***)†	 	(***)†	 	(***)†	 	226071004
	3827
	 	EXCHANGE BANK	 	499 STONY POINT RD	 	SANTA ROSA	 	CA	 	95401-0000	 	(***)†	 	(***)†	 	(***)†	 	121101985
	3857
	 	WOODFOREST NATIONAL BANK	 	3240 WILKINSON BLVD	 	CHARLEOTTE	 	NC	 	28208-0000	 	(***)†	 	(***)†	 	(***)†	 	53112592
	3887
	 	FARMERS & MERCHANTS BANK	 	2225 PINE TREE RD	 	MARINETTE	 	WI	 	54143-0000	 	(***)†	 	(***)†	 	(***)†	 	75901037
	3916
	 	CANANDAIGUA NATIONAL BANK, OF NY	 	338 EASTVIEW MALL	 	VICTOR	 	NY	 	14564-0000	 	(***)†	 	(***)†	 	(***)†	 	22303659
	3959
	 	HONESDALE NATIONAL BANK	 	PO BOX 350	 	HONESDALE	 	PA	 	18431-0350	 	(***)†	 	(***)†	 	(***)†	 	31308535
	3965
	 	FIRST COMMONWEALTH BANK	 	PO BOX 400	 	INDIANA	 	PA	 	15701-0400	 	(***)†	 	(***)†	 	(***)†	 	43306826
	3974
	 	TD BANKNORTH	 	1458 LAKESHORE DRIVE	 	GILFORD	 	NH	 	03249-0000	 	(***)†	 	(***)†	 	(***)†	 	11400071
	3984
	 	TRUST COMPANY BANK	 	CURRY ROAD SHOPPING CENTER	 	ROTTERDAM	 	NY	 	12306-0000	 	(***)†	 	(***)†	 	(***)†	 	21300912
	4039
	 	RABOBANK	 	346 ALTA STREET	 	GONZALES	 	CA	 	93926-0000	 	(***)†	 	(***)†	 	(***)†	 	122238420
	4117
	 	LINCOLN SAVINGS BANK	 	225 WEST VIKING RD	 	CEDAR FALLS	 	IA	 	50613-0000	 	(***)†	 	(***)†	 	(***)†	 	73905527
	4119
	 	VALLEY NATIONAL BANK	 	76 CENTRAL AVE	 	CLARK	 	NJ	 	07066-0000	 	(***)†	 	(***)†	 	(***)†	 	21201383
	4125
	 	WAYNE BANK	 	717 MAIN STREET	 	HONESDALE	 	PA	 	18431-0000	 	(***)†	 	(***)†	 	(***)†	 	31308548
	4130
	 	ALAMOSA NATIONAL BANK	 	2225 W MAIN ST.	 	ALAMOSA	 	CO	 	81101-0000	 	(***)†	 	(***)†	 	(***)†	 	102100853
	4145
	 	NEWTOWN SAVINGS BANK	 	250 S. MAIN STREET	 	NEWTOWN	 	CT	 	06470-0000	 	(***)†	 	(***)†	 	(***)†	 	221172296
	4185
	 	CAPITAL CITY BANK	 	PO BOX 900	 	TALLAHASSEE	 	FL	 	32302-0900	 	(***)†	 	(***)†	 	(***)†	 	63100688
	4195
	 	ENTERPRISE BANK & TRUST CO.	 	674 BOSTON RD	 	BILLERICA	 	MA	 	01821-0000	 	(***)†	 	(***)†	 	(***)†	 	11302742
	4267
	 	DOLLAR BANK	 	1709 RT 222	 	CRANBERRY TOWNSHIP	 	PA	 	16066-0000	 	(***)†	 	(***)†	 	(***)†	 	243074385
	4376
	 	UNION BANK	 	1988 MEMORIAL DR	 	ST. JOHNSBURY	 	VT	 	05819-0000	 	(***)†	 	(***)†	 	(***)†	 	11601100
	4412
	 	FIRST NATIONAL BANK	 	2271 LEBANON MALL	 	LEBANON	 	PA	 	17042-0000	 	(***)†	 	(***)†	 	(***)†	 	31311632
	4437
	 	PARKWAY BANK	 	951 MEACHAM RD	 	ELK GROVE VILLAGE	 	IL	 	60007-3672	 	(***)†	 	(***)†	 	(***)†	 	71908160
	4442
	 	HIGHLAND BANK	 	322 WEST MARKET	 	MINNEAPLIS	 	MN	 	55425-0000	 	(***)†	 	(***)†	 	(***)†	 	91916378
	4460
	 	FIRST AMERICAN BANK	 	3221 W. 87TH	 	EVERGREEN PARK	 	IL	 	60805-0000	 	(***)†	 	(***)†	 	(***)†	 	71922777
	4482
	 	CITIBANK	 	5801 SUNRISE HWY	 	HOLBROOK	 	NY	 	11741-0000	 	(***)†	 	(***)†	 	(***)†	 	21000089








 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.





296









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	4529
	 	FIRST NATIONAL BANK PA	 	576 GALLERIA DR	 	JOHNSTOWN	 	PA	 	15904-0000	 	(***)†	 	(***)†	 	(***)†	 	43318092
	4551
	 	BANKNORTH	 	969 RIVERDALE STREET	 	WEST SPRINGFIELD	 	MA	 	01089-0000	 	(***)†	 	(***)†	 	(***)†	 	211370545
	4600
	 	AMERICAN BANK OF TEXAS	 	2011 TEXOMA PKWY	 	SHERMAN	 	TX	 	75091-0000	 	(***)†	 	(***)†	 	(***)†	 	111901645
	4601
	 	APPLE BANK	 	943 CARMANS RD	 	MASSAPEQUA	 	NY	 	11758-0000	 	(***)†	 	(***)†	 	(***)†	 	226070584
	4615
	 	RABOBANK	 	346 ALTA STREET	 	GONZALES	 	CA	 	93926-0000	 	(***)†	 	(***)†	 	(***)†	 	122238420
	4651
	 	BANK OF SULLIVAN	 	328 E S. SERVICE ROAD	 	SULLIVAN	 	MO	 	63080-0000	 	(***)†	 	(***)†	 	(***)†	 	81905302
	4685
	 	BANK PLUS	 	951 MEMORIAL BLVD	 	PICAYUNE	 	MS	 	39466-0000	 	(***)†	 	(***)†	 	(***)†	 	65301948
	4698
	 	MILFORD NATIONAL BANK	 	286 HARTFORD AVE	 	BILLINGHAM	 	MA	 	02019-0000	 	(***)†	 	(***)†	 	(***)†	 	11303327
	4773
	 	SALEM FIVE BANK	 	229 SQUARE ONE MALL	 	SAUGUS	 	MA	 	01970-0000	 	(***)†	 	(***)†	 	(***)†	 	211370558
	4788
	 	BANKNORTH	 	969 RIVERDALE STREET	 	WEST SPRINGFIELD	 	MA	 	01089-0000	 	(***)†	 	(***)†	 	(***)†	 	211370545
	4830
	 	TD BANKNORTH	 	1458 LAKESHORE DRIVE	 	GILFORD	 	NH	 	03249-0000	 	(***)†	 	(***)†	 	(***)†	 	11400071
	4837
	 	UNITED BANK	 	13060 FAIRLAKES BLVD	 	FAIRFAX	 	VA	 	22033-0000	 	(***)†	 	(***)†	 	(***)†	 	56004445
	4844
	 	PENNSTAR BANK	 	685 SCRANTON CARBONDALE HWY	 	EYNON	 	PA	 	18403-1022	 	(***)†	 	(***)†	 	(***)†	 	31312110
	4849
	 	TD BANKNORTH	 	1458 LAKESHORE DRIVE	 	GILFORD	 	NH	 	03249-0000	 	(***)†	 	(***)†	 	(***)†	 	11400071
	4883
	 	RBC CENTURA BANK	 	2805 S HORNER BLVD	 	SANFORD	 	NC	 	27332-0000	 	(***)†	 	(***)†	 	(***)†	 	53100850
	4965
	 	BANGOR SAVING BANK	 	630 BROADWAY	 	BANGOR	 	ME	 	04401-0000	 	(***)†	 	(***)†	 	(***)†	 	211274382
	5069
	 	TRAVELERS REST	 	PO BOX 1067	 	TRAVERLERS REST	 	SC	 	29690-1067	 	(***)†	 	(***)†	 	(***)†	 	53207371
	5104
	 	CHITTENDEN BANK	 	2 BURLINGTON SQUARE	 	BURLINGTON	 	VT	 	05402-0820	 	(***)†	 	(***)†	 	(***)†	 	11600062
	5106
	 	STATE BANK OF LONG ISLAND	 	1055 OLD COUNTRY RD	 	WESTBURY	 	NY	 	11590-0000	 	(***)†	 	(***)†	 	(***)†	 	21401617
	5131
	 	TD BANKNORTH	 	401 VALLEY BROOK AVE	 	LYNDHURST	 	NJ	 	07071-0000	 	(***)†	 	(***)†	 	(***)†	 	21201503
	5165
	 	ROCKLAND TRUST	 	2995 CRANBERRY HWY	 	EAST WAREHAM	 	MA	 	02538-0000	 	(***)†	 	(***)†	 	(***)†	 	11304478
	5166
	 	LAKE SUNAPEE BANK	 	345 WASHINGTON STREET	 	CLAREMONT	 	NH	 	03743-0000	 	(***)†	 	(***)†	 	(***)†	 	211770200
	5167
	 	THE BANK	 	125 SOUTH BROADWAY	 	PENNSVILLE	 	NJ	 	08070-0000	 	(***)†	 	(***)†	 	(***)†	 	31207636
	5184
	 	EASTERN BANK	 	270 UNION STREET	 	LYNN	 	MA	 	01901-0000	 	(***)†	 	(***)†	 	(***)†	 	11301798
	5217
	 	BANK OF LANCASTER COUNTY	 	886 PLAZA BLVD	 	LANCASTER	 	PA	 	17601-0000	 	(***)†	 	(***)†	 	(***)†	 	31313562
	5219
	 	BANCO POPULAR	 	122 8TH STREET	 	PASSAIC	 	NJ	 	07055-0000	 	(***)†	 	(***)†	 	(***)†	 	21272626
	5273
	 	ALPINE BANK AND TRUST	 	PO BOX 10000	 	GLENWOOD SPRINGS	 	CO	 	81601-0000	 	(***)†	 	(***)†	 	(***)†	 	102103407
	5287
	 	TD BANKNORTH	 	194 WEST STREET	 	KEENE	 	NH	 	03431-0000	 	(***)†	 	(***)†	 	(***)†	 	11400071
	5298
	 	TALLAHASSEE STATE BANK	 	2720 WEST TENNESSEE STREET	 	TALLAHASSEE	 	FL	 	32304-0000	 	(***)†	 	(***)†	 	(***)†	 	63109922
	5312
	 	RENASANT BANK	 	PO BOX 150	 	AMORY	 	MS	 	38821-0000	 	(***)†	 	(***)†	 	(***)†	 	84201294
	5337
	 	RABOBANK	 	346 ALTA STREET	 	GONZALES	 	CA	 	93926-0000	 	(***)†	 	(***)†	 	(***)†	 	122238420
	5391
	 	MILBURY FEDERAL CREDIT UNION	 	50 MAIN STREET	 	MILLBURY	 	MA	 	01527-0032	 	(***)†	 	(***)†	 	(***)†	 	211384434
	5413
	 	UNION BANK	 	PO BOX 270	 	MONTICELLO	 	AR	 	71657-0270	 	(***)†	 	(***)†	 	(***)†	 	82901567
	5422
	 	SABINE STATE BANK	 	PO BOX 670	 	MANY	 	LA	 	71449-0000	 	(***)†	 	(***)†	 	(***)†	 	111102059
	5471
	 	CENTRAL PROGRESSIVE BANK	 	PO BOX 5040	 	SLIDELL	 	LA	 	70460-0000	 	(***)†	 	(***)†	 	(***)†	 	65401505
	5486
	 	THE FIRST NATIONAL BANK	 	PO BOX 400	 	GRANBURY	 	TX	 	76048-0000	 	(***)†	 	(***)†	 	(***)†	 	111906161








 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.





297









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	5487
	 	FIRST MOUNTAIN BANK	 	PO BOX 6868	 	BIG BEAR LAKE	 	CA	 	92315-0000	 	(***)†	 	(***)†	 	(***)†	 	122238721
	5500
	 	FIRST NATIONAL BANK	 	PO DRAWER F	 	BASTROP	 	TX	 	78602-0000	 	(***)†	 	(***)†	 	(***)†	 	114904953
	5507
	 	CENTINEL BANK	 	512 PAS O EL PUEBLO SUR	 	TASO	 	NM	 	87551-0000	 	(***)†	 	(***)†	 	(***)†	 	107001261
	5512
	 	BRIDGEHAMPTON NATIONAL BANK	 	2488 MONTAUK HWY	 	BRIDGEHAMPTON	 	NY	 	11932-0000	 	(***)†	 	(***)†	 	(***)†	 	21406667
	5515
	 	VALLEY NATIONAL BANK	 	76 CENTRAL AVE	 	CLARK	 	NJ	 	07066-0000	 	(***)†	 	(***)†	 	(***)†	 	21201383
	5609
	 	SUSQUEHANNA BANK	 	2951 WHITEFORD RD	 	YORK	 	PA	 	17402-0000	 	(***)†	 	(***)†	 	(***)†	 	31309123
	5657
	 	BANK OF HANOVER	 	1275 YORK RD	 	GETTYSBURG	 	PA	 	17325-0000	 	(***)†	 	(***)†	 	(***)†	 	31306100
	5669
	 	CITIZENS NATIONAL BANK	 	P.O. BOX 4610	 	SEVIERVILLE	 	TN	 	37864-4610	 	(***)†	 	(***)†	 	(***)†	 	64202255
	5757
	 	VALLEY NATIONAL BANK	 	76 CENTRAL AVE	 	CLARK	 	NJ	 	07066-0000	 	(***)†	 	(***)†	 	(***)†	 	21201383
	6206
	 	NORSTATES BANK	 	1601 NORTH LEWIS AVENUE	 	WAUKEGAN	 	IL	 	60085-0000	 	(***)†	 	(***)†	 	(***)†	 	71923378
	6238
	 	LAPORTE SAVING BANK	 	1222 STATE RD	 	LARPORTE	 	IN	 	46350-0000	 	(***)†	 	(***)†	 	(***)†	 	271274241
	6269
	 	FIRST NATIONAL BANK OF OTTAWA	 	701 LASALLE STREET	 	OTTAWA	 	IL	 	61350-0000	 	(***)†	 	(***)†	 	(***)†	 	71902399
	6307
	 	COMMERCE BANK	 	1235 BLACKWOOD CLEMENTON ROAD	 	      CLEMENTON	 	NJ	 	08021-0000	 	(***)†	 	(***)†	 	(***)†	 	31201360
	6318
	 	SUN NATIONAL BANK	 	2080 NEW CASTLE AVE	 	NEW CASTLE	 	DE	 	19899-1551	 	(***)†	 	(***)†	 	(***)†	 	31206420
	6368
	 	FIRST SUMMIT BANK	 	125 DONALD LANE	 	JOHNSTOWN	 	PA	 	15904-0000	 	(***)†	 	(***)†	 	(***)†	 	31316815
	6376
	 	FIVE STAR BANK	 	387 HAMILTON STREET	 	GENEVA	 	NY	 	14456-0000	 	(***)†	 	(***)†	 	(***)†	 	22304030
	6388
	 	FIRST NATIONAL BANK OF PA	 	805 LOGAN BLVD	 	HOLIDAYSBURG	 	PA	 	16635-0000	 	(***)†	 	(***)†	 	(***)†	 	43318092
	6410
	 	WILMINGTON SAVINGS FUND SOCIETY	 	PO BOX 1889	 	WILMINGTON	 	DE	 	19899-0000	 	(***)†	 	(***)†	 	(***)†	 	31100102
	6419
	 	WESBANCO BANK	 	613 MARSHALL STREET	 	MC MECHEN	 	WV	 	26040-0000	 	(***)†	 	(***)†	 	(***)†	 	43400036
	6420
	 	PENNSTAR BANK	 	685 SCRANTON CARBONDALE HWY	 	EYNON	 	PA	 	18403-1022	 	(***)†	 	(***)†	 	(***)†	 	31312110
	6544
	 	SEAWAY NATIONAL BANK	 	645 EAST 87TH STREET	 	CHICAGO	 	IL	 	60619-0000	 	(***)†	 	(***)†	 	(***)†	 	71001216
	6554
	 	CHEMICAL BANK WEST	 	125 NORTH MICHIGAN STREET	 	BIG RAPIDS	 	MI	 	49307-0917	 	(***)†	 	(***)†	 	(***)†	 	72404948
	6563
	 	OMEGA BANK	 	1250 W 4TH STREET	 	LEWISTOWN	 	PA	 	17044-0000	 	(***)†	 	(***)†	 	(***)†	 	31316271
	6576
	 	COMMUNITY BANK	 	830 COUNTY TR 64	 	ELMIRA	 	NY	 	14903-0000	 	(***)†	 	(***)†	 	(***)†	 	21307559
	6593
	 	PEOPLES STATE BANK	 	PO BOX 217	 	WYALUSING	 	PA	 	18853-0000	 	(***)†	 	(***)†	 	(***)†	 	31314503
	 
	Collective Licensing Accounts — Other Corporate Accounts	 	 	 	 	 	 	 	 	 	 
	Corp
	 	Colorado Business Bank	 	2409 W. Main	 	Littleton	 	CO	 	80120	 	(***)†	 	(***)†	 	(***)†	 	107005487
	Corp
	 	Colorado Business Bank	 	2409 W. Main	 	Littleton	 	CO	 	80120	 	(***)†	 	(***)†	 	(***)†	 	107005487
	Corp
	 	Colorado Business Bank	 	2409 W. Main	 	Littleton	 	CO	 	80120	 	(***)†	 	(***)†	 	(***)†	 	107005487
	Corp
	 	Colorado Business Bank	 	2409 W. Main	 	Littleton	 	CO	 	80120	 	(***)†	 	(***)†	 	(***)†	 	107005487
	Corp
	 	Colorado Business Bank	 	2409 W. Main	 	Littleton	 	CO	 	80120	 	(***)†	 	(***)†	 	(***)†	 	107005487








 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.





298









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payless	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store	 	Bank Name	 	Bank Address	 	City	 	State	 	Zip	 	Phone	 	Contact	 	Acct#	 	ABA #
	 
	Group Concentration Account	 	 	 	 	 	 	 	 	 	 
	Corp
	 	BofA	 	40 Braod Street	 	Boston	 	MA	 	02109	 	(***)†	 	(***)†	 	(***)†	 	111000012
	Corp
	 	Colorado Business Bank	 	2409 W. Main	 	Littleton	 	CO	 	80120	 	(***)†	 	(***)†	 	(***)†	 	107005487
	Concentration Account	 	 	 	 	 	 	 	(***)†	 	(***)†
	Corp
	 	JP Morgan	 	300 S. Riverside Pl.	 	Chicago	 	IL	 	60606	 	(***)†	 	(***)†	 	(***)†	 	71000013
	Home Office Account	 	 	 	 	 	(***)†	 	(***)†	 	(***)†
	Corp
	 	Kay Valley	 	PO BOX 8009	 	Topeka	 	KS	 	66608-0009	 	(***)†	 	(***)†	 	(***)†	 	101100142
	Corp
	 	Wells Fargo	 	707 Wilshire Blvd., 13th Floor	 	Los Angeles	 	CA	 	90017	 	(***)†	 	(***)†	 	(***)†	 	121000248
	Other Corporate Bank Accounts	 	 	 	 	 	(***)†	 	(***)†	 	(***)†
	Corp
	 	JP Morgan	 	300 S. Riverside Pl.	 	Chicago	 	IL	 	60606	 	(***)†	 	(***)†	 	(***)†	 	21000021
	Corp
	 	JP Morgan	 	300 S. Riverside Pl.	 	Chicago	 	IL	 	60606	 	(***)†	 	(***)†	 	(***)†	 	21000021
	Corp
	 	JP Morgan Investment Management	 	500 Stanton Christiana Road 3/OPS3	 	Newark	 	DE	 	19713-2107	 	(***)†	 	(***)†	 	(***)†	 	21000021
	Corp
	 	US Bank	 	1101 Walnut Street, Suite 200	 	Kansas City	 	MO	 	64106	 	(***)†	 	(***)†	 	(***)†	 	101000187
	Corp
	 	US Bank	 	1101 Walnut Street, Suite 200	 	Kansas City	 	MO	 	64106	 	(***)†	 	(***)†	 	(***)†	 	101000187
	Corp
	 	US Bank	 	1101 Walnut Street, Suite 200	 	Kansas City	 	MO	 	64106	 	(***)†	 	(***)†	 	(***)†	 	101000187
	Corp
	 	US Bank	 	1101 Walnut Street, Suite 200	 	Kansas City	 	MO	 	64106	 	(***)†	 	(***)†	 	(***)†	 	101000187
	Corp
	 	US Bank	 	1101 Walnut Street, Suite 200	 	Kansas City	 	MO	 	64106	 	(***)†	 	(***)†	 	(***)†	 	101000187
	Corp
	 	US Bank	 	1101 Walnut Street, Suite 200	 	Kansas City	 	MO	 	64106	 	(***)†	 	(***)†	 	(***)†	 	101000187
	Corp
	 	US Bank	 	1101 Walnut Street, Suite 200	 	Kansas City	 	MO	 	64106	 	(***)†	 	(***)†	 	(***)†	 	101000187
	Corp
	 	Wells Fargo	 	707 Wilshire Blvd., 13th Floor	 	Los Angeles	 	CA	 	90017	 	(***)†	 	(***)†	 	(***)†	 	121000248
	Corp
	 	Wells Fargo	 	707 Wilshire Blvd., 13th Floor	 	Los Angeles	 	CA	 	90017	 	(***)†	 	(***)†	 	(***)†	 	121000248
	Corp
	 	Wells Fargo	 	707 Wilshire Blvd., 13th Floor	 	Los Angeles	 	CA	 	90017	 	(***)†	 	(***)†	 	(***)†	 	121000248
	Corp
	 	Wells Fargo	 	707 Wilshire Blvd., 13th Floor	 	Los Angeles	 	CA	 	90017	 	(***)†	 	(***)†	 	(***)†	 	121000248
	Corp
	 	Wells Fargo	 	707 Wilshire Blvd., 13th Floor	 	Los Angeles	 	CA	 	90017	 	(***)†	 	(***)†	 	(***)†	 	121000248
	Corp
	 	Wells Fargo	 	707 Wilshire Blvd., 13th Floor	 	Los Angeles	 	CA	 	90017	 	(***)†	 	(***)†	 	(***)†	 	121000248
	Corp
	 	Wells Fargo	 	707 Wilshire Blvd., 13th Floor	 	Los Angeles	 	CA	 	90017	 	(***)†	 	(***)†	 	(***)†	 	121000248
	Corp
	 	Wells Fargo Capital Mgt.	 	525 Market Street 10th Floor	 	San Francisco	 	CA	 	90017	 	(***)†	 	(***)†	 	(***)†	 	121000248
	Corp
	 	Union Planters Bank	 	2525 Horizon Lake Drive, Suite 120	 	Memphis	 	TN	 	38133	 	(***)†	 	(***)†	 	(***)†	 	84000084
	Corp
	 	Lake Region Bank	 	3600 Holly Lane, Suite 60	 	Minneapolis	 	MN	 	55447	 	(***)†	 	(***)†	 	(***)†	 	91001322
	Corp
	 	Banco Popular	 	P.O. Box 362708	 	San Juan	 	PR	 	00936-2708	 	(***)†	 	(***)†	 	(***)†	 	21502011
	Corp
	 	Banco Popular	 	P.O. Box 362708	 	San Juan	 	PR	 	00936-2708	 	(***)†	 	(***)†	 	(***)†	 	21502011
	Corp
	 	Banco Popular	 	P.O. Box 362708	 	San Juan	 	PR	 	00936-2708	 	(***)†	 	(***)†	 	(***)†	 	21502011








 




			
	(***)† 	 	This informiaton has been omitted based on a request for confidential treatment. The
omitted portions have been separately filed with the Securities and Exchange Commission.






299











 





     


Stride Rite










	 	 	 	 	 	 	 	 	 	 	 
	Corporation Authorizing	 	Bank Name	 	Account Number	 	G/L Number	 	Description/Purpose	 	Linkage
	Stride Rite Children’s Group, Inc.

	 	BofA
	 	(***)†
	 	110 110010000 100073
	 	Checking — letters of credit
	 	ZBA
	The Keds Corporation

	 	BofA
	 	(***)†
	 	400 400010000 100073
	 	Checking — letters of credit
	 	ZBA
	Stride Rite International Corp.

	 	BofA
	 	(***)†
	 	330 330010000 100073
	 	Checking — letters of credit
	 	ZBA
	Sperry Top-Sider, Inc.

	 	BofA
	 	(***)†
	 	410 410010000 100073
	 	Checking — letters of credit
	 	ZBA
	The Stride Rite Corporation

	 	BofA
	 	(***)†
	 	990 190010000 100073
	 	Checking — concentration
	 	Parent
	Tommy Hilfiger Footwear, Inc.

	 	BofA
	 	(***)†
	 	430 430010000 100073
	 	Checking — letters of credit
	 	ZBA
	Stride Rite Sourcing
International, Inc.

	 	BofA
	 	(***)†
	 	110 110010000 100120
	 	Checking — Duty pymts via ACH
	 	ZBA
	The Stride Rite Corporation

	 	BofA
	 	(***)†
	 	330 330010000 100010
	 	Checking — Int’l receipts
	 	ZBA
	The Stride Rite Corporation

	 	BofA
	 	(***)†
	 	100 000010000 150030
	 	Checking — w/comp claims
	 	ZBA
	SR/Ecom, Inc.

	 	BofA
	 	(***)†
	 	600 400411000 100010
	 	Checking — keds.com receipts
	 	ZBA
	SR/Ecom, Inc.

	 	BofA
	 	(***)†
	 	600 40042000 100010
	 	Checking — g’hops.com receipts
	 	ZBA
	SRCG/Ecom, Inc.

	 	BofA
	 	(***)†
	 	610 610200000 100020
	 	Checking — CG.com receipts
	 	ZBA
	Saucony/Ecom, Inc.

	 	BofA
	 	(***)†
	 	 	 	Checking — Spot bilt.com receipts
	 	ZBA
	Stride Rite Children’s Group, Inc.

	 	Fleet Bank — ME
	 	(***)†
	 	100 000010000 100255
	 	Checking — AP/Payments
	 	ZBA
	Stride Rite Children’s Group, Inc.

	 	Fleet Bank — ME
	 	(***)†
	 	100 000010000 100041
	 	Checking — P/RPayments
	 	ZBA
	Stride Rite Children’s Group, Inc.

	 	Fleet Bank — ME
	 	(***)†
	 	100 000010000 100014
	 	Checking — A/P EFT pymts
	 	ZBA
	Stride Rite International Corp

	 	Fleet — London
	 	(***)†
	 	n/a
	 	Checking — GBP Sterling
	 	None








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and
Exchange Commission.




300









 










     



	 	 	 	 	 	 	 	 	 	 	 
	Corporation Authorizing	 	Bank Name	 	Account Number	 	G/L Number	 	Description/Purpose	 	Linkage
	The Stride Rite Corporation

	 	Bank of New York
	 	(***)†
	 	n/a
	 	Checking — lead account
	 	Parent
	Stride Rite Children’s Group

	 	Bank of New York
	 	(***)†
	 	110 110010000 100072
	 	Checking — letters of credit
	 	ZBA
	Stride Rite International Corp.

	 	Bank of New York
	 	(***)†
	 	330 330010000 100072
	 	Checking — letters of credit
	 	ZBA
	Sperry Top-Sider, Inc.

	 	Bank of New York
	 	(***)†
	 	410 410010000 100072
	 	Checking — letters of credit
	 	ZBA
	The Keds Corporation

	 	Bank of New York
	 	(***)†
	 	400 400010000 100072
	 	Checking — letters of credit
	 	ZBA
	Tommy Hilfiger Footwear, Inc.

	 	Bank of New York
	 	(***)†
	 	430 430010000 100072
	 	Checking — letters of credit
	 	ZBA
	The Keds Corporation

	 	Bank of America
	 	(***)†
	 	100 000010000 100035
	 	Checking — Atlanta lockbox
	 	Auto ACH
	SRL, Inc.

	 	Wilmington Trust Co.
	 	(***)†
	 	360 360010000 100010
	 	Checking
	 	None
	SR Holdings Inc.

	 	Wilmington Trust Co.
	 	(***)†
	 	350 350010000 100010
	 	Trust Account
	 	None
	Stride Rite Retail Corp.

	 	Mellon Bank
	 	(***)†
	 	510xxxxxxxxx 100050
	 	Checking — stores concen.
	 	Auto ACH
	The Keds Corporation

	 	PNC — Bank
	 	(***)†
	 	402 402010000 100101
	 	Checking — petty cash Lvlle
	 	None
	The Keds Corporation

	 	Star Bank — Indiana
	 	(***)†
	 	401 401010000 100107
	 	Checking — petty cash Rich
	 	None
	Stride Rite Children’s Group, Inc.

	 	1st
Nat’l Huntington
	 	(***)†
	 	101 101010000 100100
	 	Checking — petty Cash Hunt
	 	None
	Stride Rite Canada Limited

	 	Toronto Dominion
	 	(***)†
	 	200 200010000 100010
	 	Checking — Canadian $’s
	 	None
	Stride Rite Sourcing International

	 	Bank of China
	 	(***)†
	 	310 310010000 100065
	 	Checking — Suzhou expense
	 	None
	Stride Rite Sourcing International

	 	Int’l Comm Bk of
China
	 	(***)†
	 	310 310010000 100062
	 	Checking — Taichung
	 	None
	Stride Rite Sourcing International

	 	Guangdong Dev’l Bank
	 	(***)†
	 	310 310010000 1000067
	 	Checking Zhuhai
	 	None
	Stride Rite Children’s Group, Inc.

	 	SunTrust Capital

Mkts
	 	(***)†
	 	992 009992000 100091
	 	Investments
	 	None








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and
Exchange Commission.





301









 





     



	 	 	 	 	 	 	 	 	 	 	 
	Corporation Authorizing	 	Bank Name	 	Account Number	 	G/L Number	 	Description/Purpose	 	Linkage
	Stride Rite Children’s Group, Inc.

	 	Citizen’s Bank
	 	(***)†
	 	992 009992000 100091
	 	Investments
	 	None
	Stride Rite Children’s Group, Inc.

	 	RBC Dain Rauscher
	 	(***)†
	 	992 009992000 100091
	 	Investments
	 	None
	Stride Rite Children’s Group, Inc.

	 	Smith Barney
	 	(***)†
	 	992 009992000 100091
	 	Investments
	 	None
	Stride Rite Children’s Group, Inc.

	 	Calvert
	 	(***)†
	 	992 009992000 100091
	 	Investments
	 	None
	SR Holdings, Inc.

	 	RBC Dain Rauscher
	 	(***)†
	 	992 009992000 100091
	 	Investments
	 	None
	Stride Rite Children’s Group, Inc.

	 	Smith Barney
	 	(***)†
	 	n/a
	 	Stock option activity
	 	None
	Saucony UK, Inc.

	 	BofA
	 	(***)†
	 	992 009992000 100061
	 	Checking — UK Wind down
	 	None
	Saucony, Inc.

	 	HSBC
	 	(***)†
	 	700 700010000 100010
	 	Checking
	 	None
	Saucony, Inc.

	 	PNC
	 	(***)†
	 	700 700010000 100035
	 	Checking
	 	None
	STS/Ecom, Inc.

	 	BofA
	 	(***)†
	 	620 620010000 100010
	 	Checking
	 	None








 




			
	(***)†	 	This informiaton has been omitted based on a request for confidential treatment. The omitted
portions have been separately filed with the Securities and Exchange Commission.





302









 





     



Schedule 5.19

Permitted Indebtedness




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Maturity	 	 	 	 	 	 
	Debt	 	Debtor	 	Date	 	 	Amount	 	 	Currency
	External Debt
	 	 	 	 	 	 	 	 	 	 	 	 
	8.25% Senior Subordinated Notes due 2013
	 	Payless ShoeSource Inc. (DE)	 	 	8/1/2013	 	 	 	200,000,000.00	 	 	USD
	Loan from Promerica Limited Partners
	 	Payless ShoeSource (BVI) Holdings, Ltd.	 	 	12/15/2009	 	 	 	2,000,000.00	 	 	USD
	Loan from Republic Bank of Trinidad & Tobago
	 	Payless ShoeSource of Trinidad Unlimited	 	 	9/7/2009	 	 	 	2,000,000.00	 	 	USD
	Aggregate of various capitalized lease obligations
	 	Payless ShoeSource Inc. (MO)	 	 	Various	 	 	 	324,688.93	 	 	USD
	West Coast DC Tenant Improvement Loan
	 	Payless ShoeSource Distribution Inc.	 	 	10/5/2021	 	 	 	1,151,043.79	 	 	USD
	Letter of
Credit — Credit and Guarantee Agreement 4/17/00 
	 	Collective Brands Finance, Inc.
(f/k/a Payless ShoeSource Finance, Inc.)	 	 	Various	 	 	 	25,810,876.00	 	 	USD
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	IRB Series A2002
	 	Payless ShoeSource Inc. (MO)	 	 	10/1/2012	 	 	 	8,000,000.00	 	 	USD
	IRB Series A2000
	 	Payless ShoeSource Inc. (MO)	 	 	1/1/2011	 	 	 	4,220,000.00	 	 	USD
	IRB Series A1998
	 	Payless ShoeSource Inc. (MO)	 	 	9/1/2008	 	 	 	2,640,000.00	 	 	USD
	IRB Series B2000
	 	Payless ShoeSource Distribution Inc.	 	 	1/1/2011	 	 	 	4,160,000.00	 	 	USD
	IRB Series A1999
	 	Payless ShoeSource Distribution Inc.	 	 	10/1/2009	 	 	 	1,145,000.00	 	 	USD
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	$	251,451,608.72	 	 	 
	Total External Debt
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	International Intercompany Debt
	 	 	 	 	 	 	 	 	 	 	 	 
	Loan from Payless ShoeSource Uruguay SRL
	 	Payless ShoeSource of Ecuador	 	 	Demand Note	 	 	 	2,000,000.00	 	 	USD
	Loan from Payless ShoeSource (BVI) Holdings, Ltd.
	 	Payless ShoeSource Panama	 	 	4/1/2008	 	 	 	7,250,000.00	 	 	USD
	Loan from Payless ShoeSource (BVI) Holdings, Ltd.
	 	Payless ShoeSource Panama	 	 	4/1/2008	 	 	 	3,000,000.00	 	 	USD
	Loan from Payless ShoeSource (BVI) Holdings, Ltd.
	 	Payless ShoeSource Limitada y Compania Limitada	 	 	12/7/2009	 	 	 	500,000.00	 	 	USD
	Loan from Payless CA Management Limited
	 	Payless ShoeSource (BVI) Holdings, Ltd.	 	 	12/15/2009	 	 	 	3,000,000.00	 	 	USD
	Loan from PSS Canada Finance LP
	 	Payless ShoeSource Canada, Inc	 	 	1/24/2013	 	 	 	38,075,000.00	 	 	CAD
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Loan from Saucony, Inc.
	 	Stride Rite Canada, Ltd.	 	 	Demand Note	 	 	 	17,000,000.00	 	 	USD
	 
	 	 	 	 	 	 	 	$	70,825,000.00	 	 	 








 




			
	1.	 	Letters of credit in the ordinary course of business between Stride Rite and The Bank
of New York and Bank of America, N.A. in the principal amount of approximately $6.1 million.




303









 










Schedule 5.20

Credit Card Processors




          Merchant Services Bankcard Agreement, effective as of December 12, 2005, by and between
The Stride Rite Children’s Group, Inc., SR/Ecom, Inc. and SRCG/Ecom, Inc., wholly owned
subsidiaries of The Stride Rite Corporation, JPMorgan Chase Bank, N.A. and Chase Merchant Services
L.L.C.




     Agreement for Treasury Services between Stride Rite Corporation and Bank of America dated
November 13, 2002.


American Express Card Acceptance Agreement

Payless ShoeSource, Inc. (MO)

Keith Ingenthron

1084 Key West Ave.

St. Louis, MO 63119

Phone: 800-609-9304

Email: keith.e.ingenthron@aexp.com



Discover Merchant Services Agreement

Payless ShoeSource, Inc. (MO)

Ira Simpson

2500 Lake Cook Road 2-3AA

Riverwoods, IL 60015

Phone: 800-229-0058 x576

Email: irasimpson@discoverfinancial.com



BA Merchant Services Agreement, formerly NPC

MasterCard, Visa, JB, EBT, Debit Card processors

Payless ShoeSource, Inc. (MO)

Joseph McEvoy

1231 Durrett Lane

Louisville, KY 40213-2008

Phone: 502-315-2441

Email: joseph.mcevoy@bankofamerica.com





304









 








Schedule 6.2

Collateral Reporting



See Schedule 6.2 attached to the Credit Agreement.







305









 








Schedule 6.15

Designation of Subsidiaries



Payless ShoeSource Asian PTE, Ltd.




306









 





Schedule 7.3

Asset Dispositions




Topeka Distribution Center and adjacent land

5040 NW Highway 24

Topeka, Kansas 66618




Stride Rite Canada, Limited to a Restricted Subsidiary.



The transfer of the China branch/representative office of Stride Rite Sourcing
International, Inc. and some or all of its assets and/or employees to the Shenzhen
Footwear Consulting Company or another entity which is owned 100% by a Restricted
Subsidiary of Borrower.



Potential sale of Stride Rite’s East Brookfield, Massachusetts property to a third
party.




307









 





Schedule 7.4

Name Change




          Contemporaneously with the Closing Date, the names of the following Credit Parties were
changed as indicated below:





	 	1.	 	Payless ShoeSource, Inc.’s (a Delaware Corporation) name was changed to
Collective Brands, Inc. (a Delaware Corporation).
	 
	 	2.	 	Payless ShoeSource Finance Inc.’s (a Nevada Corporation) name was changed to
Collective Brands Finance, Inc. (a Nevada Corporation).
	 
	 	3.	 	The Stride Rite Corporation was merged into San Jose Acquisition Corp. with The
Stride Rite Corporation being the survivor.




 









 











Schedule 7.9

Accounting Methods; Fiscal Year




     The fiscal year for each Stride Rite domestic entity will be changed to conform to
Borrower’s fiscal year, as required by law. Borrower is still examining whether the fiscal year of
any Stride Rite foreign entity will be changed, either as a legal requirement or otherwise.



	 	 	 	 	 
	 	 	Organizational	 	 
	Company	 	Chart	 	EIN
	The Stride Rite Corporation
	 	41399290	 	04-1399290
	Stride Rite Children’s Group, Inc.
	 	1015284	 	04-2491044
	The Keds Corporation
	 	42677616	 	04-2677616
	Sperry Top-Sider, Inc.
	 	42677615	 	04-2677615
	Stride Rite Sourcing International, Inc.
	 	42677617	 	04-2677617
	SRR, Inc.
	 	2017888	 	04-2796613
	Stride Rite Investment Corporation
	 	42782171	 	04-2782171
	S R Holdings Inc.
	 	2144545	 	04-2989593
	Stride Rite International Corp.
	 	43111232	 	04-3111232
	SRL, Inc.
	 	2267764	 	06-1325016
	Tommy Hilfiger Footwear, Inc.
	 	43315283	 	04-3315283
	SR/Ecom, Inc.
	 	43374293	 	04-3374293
	SRCG/Ecom, Inc.
	 	3764131	 	45-0534031
	STS/Ecom, Inc.
	 	4071197	 	20-3907823
	Saucony, Inc.
	 	41465840	 	04-1465840
	Saucony UK, Inc.
	 	43137847	 	04-337847
	Saucony/Ecom, Inc.
	 	4292944	 	22-3952827
	Keds LLC
	 	3597771	 	35-2189538
	Stride Rite LLC
	 	3597737	 	35-2189534
	SRCG LLC
	 	3597734	 	35-3189539
	Stride Rite International Holdings, Inc.
	 	4255643	 	61-1525483
	Stride Rite International LLC
	 	4252859	 	61-1525486
	Robeez Logistics Inc.
	 	E0533982005-9	 	98-0471845
	Robeez U.S., Inc.
	 	602449259	 	72-1589676
	Robeez US Holdings Inc.
	 	C20675-2004	 	83-0409654






-309-









 






Schedule 7.10

Investments



Foreign Subsidiaries




	 	 	 	 	 

	PSS Holdings (for Central and South America)
	 	$	97,543,833.00	 
	Payless ShoeSource Asia Ltd. (for Japan)
	 	$	6,760,000.00	 
	Payless ShoeSource Canada, Inc.
	 	$	43,949,115.00	 
	Other Investments in Foreign Subsidiaries
	 	 	(1	)





All Other




     City of Topeka Industrial Revenue Bonds



	 	 	 	 	 

	• Payless ShoeSource Inc. (MO) Series A2002
	 	$	14,000,000.00	 
	• Payless ShoeSource Inc. (MO) Series A2000
	 	$	10,563,000.00	 
	• Payless ShoeSource Distribution Inc. Series B2000
	 	$	10,393,000.00	 
	• Payless ShoeSource Distribution Inc. Series A1999
	 	$	3,844,000.00	 
	• Payless ShoeSource Inc. (MO) Series A1998
	 	$	13,200,000.00	 





Projected Commitments




     Foreign Subsidiaries PSS Holdings (for Central and South America)



	 	 	 	 	 

	2008
	 	$	14,700,000.00	 
	2009
	 	$	13,500,000.00	 








 




			
	(1)	 	As set forth in the column entitled “Non-Guarantor Subsidiaries” in Note 19 to Payless
ShoeSource, Inc. Form 10-Q for the quarter ending May 5, 2007 (such information includes all Puerto
Rican subsidiaries).




-310-









 










Schedule 7.11

Transactions with Affiliates



None.





-311-