exv10w4






Exhibit 10.4




This Mortgage was prepared by and

after recording should be returned to:




Skadden, Arps, Slate, Meagher & Flom LLP

333 W. Wacker Drive

Suite 2100

Chicago, IL 60606

Attention: Christine Schneible




Claire’s Boutiques, Inc.




Mortgagor




to




Credit Suisse,

as Administrative Agent





 






MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT
 AND FIXTURE FILING




 





Dated: As of May 29, 2007



Location: 2400 West Central Road, Hoffman Estates, Illinois 60195



County: Cook County, Illinois




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MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT

AND FIXTURE FILING




     THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (with all
amendments thereto, this “Mortgage”), made and entered into on May 29, 2007, by and between
Claire’s Boutiques, Inc., a Colorado corporation, having its principal place of business at 3 SW
129th Avenue, Suite 400, Pembroke Pines, FL 33027 (“Mortgagor”) and Credit Suisse, a national
banking association, with a mailing address at 11 Madison Avenue, New York, NY 10010, in its
capacity as Administrative Agent for certain lenders (collectively, the “Lenders” and, each
individually, a “Lender”) that are from time to time party to the Credit Agreement (as defined
below) (together with its successors and assigns in such capacity, “Agent”).



WITNESSETH:




     WHEREAS, Mortgagor is the fee owner of the Premises (as defined below);



     WHEREAS, pursuant to that certain Credit Agreement dated as of May 29, 2007 among Borrower (as
defined therein), Bauble Holdings Corp., Agent, Lenders and the other parties named therein
(together with all amendments, restatements, amendments and restatements, modifications,
supplements, extensions and renewals thereof, the “Credit Agreement”) the Lenders have agreed to
make to or for the account of the Borrower certain Loans (as defined below);



     WHEREAS, Mortgagor is a subsidiary of Borrower and Mortgagor will receive substantial benefits
from the execution, delivery and performance of the Loan Documents and is, therefore, willing to
enter into this Mortgage;



     WHEREAS, it is a condition to (i) the obligations of the Lenders to make the Loans under the
Credit Agreement and (ii) the performance of the obligations of the Secured Parties under the Loan
Documents that Mortgagor execute and deliver this Mortgage; and



     WHEREAS, this Mortgage is given by Mortgagor to Agent, for its benefit and the benefit of the
other Secured Parties to secure the payment and performance of the Obligations (as defined below).



     NOW, THEREFORE, to secure the performance and observance by Borrower of all covenants and
conditions in the Credit Agreement, this Mortgage and in all other instruments securing the Credit
Agreement and for and in consideration of the indebtedness hereinabove set forth and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor, to
the extent of its interest in the Premises (as defined below), or any portion thereof, does hereby
grant, bargain, sell, alien, release, remise, convey, assign, transfer, mortgage, hypothecate,
pledge, deliver, set over, warrant and confirm unto Agent, for the benefit of Agent and the Secured
Parties (as hereinafter defined), in trust with power of sale (to the extent permitted by
applicable law), all of the following described land and interests in land, estates, easements,
rights, improvements, personal property, fixtures and appurtenances (hereinafter collectively
referred to as the “Premises”):



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     (a) All that tract(s) or parcel(s) of land more particularly described in Exhibit
A attached hereto and made a part hereof (the “Real Property”);




     (b) All minerals, crops, trees, timber and other emblements now or hereafter located on
or under any of the Real Property;




     (c) All buildings, structures and other improvements now or hereafter located on the
Real Property (the “Improvements”);




     (d) All and singular easements, rights-of-way, strips and gores of land, vaults,
streets, alleys, passages, water rights, sewer rights and powers, and all estates, rights,
interests, royalties, tenements and appurtenances whatsoever, in any way and at any time
relating to any of the Real Property;




     (e) All building materials, machinery, equipment, fixtures and appliances (whether
trade, ornamental, domestic or permanent fixtures) owned by Mortgagor now or hereafter
located on the Real Property (all of the foregoing, together with all additions thereto,
replacements thereof and substitutions therefor and proceeds thereof, hereinafter referred
to collectively as “Personal Property Collateral”);




     (f) All Leases (as hereinafter defined); and




     (g) All monies and proceeds derived by Mortgagor from the Real Property, Improvements,
Personal Property Collateral and Leases, including all Rents (as hereinafter defined),
revenues, issues, insurance proceeds, profits, awards or judgments at any time arising out
of or relating to any of the foregoing Premises.



ARTICLE 1.




          1.1 Secured Obligations. This Mortgage secures the unconditional guarantee of
Mortgagor to Agent and each Lender of the prompt payment of the Obligations and the timely
performance of all other obligations under the Loan Documents. This Mortgage is intended to secure
not only presently existing obligations but also future advances, whether such advances are
obligatory or to be made at the option of Agent, or otherwise, as are made within 20 years from the
date hereof to the same extent as if such future advances were made on the date of the execution of
this Mortgage and although there may be no advance made at the time of execution of this Mortgage
and although there may be no obligations secured hereby outstanding at the time any advance is
made. Accordingly, to the fullest extent permitted by law, the lien of this Mortgage shall be valid
as to all obligations secured hereby, including future advances, from the time of its filing for
record in the recorder’s or registrar’s office of the county in which the real estate is located.
The total amount of obligations secured hereby may increase or decrease from time to time, but the
total unpaid balance secured hereby plus interest thereon and any disbursements which Agent or
Lenders may make under this Mortgage, the Credit Agreement or any other document with respect
hereto or thereto (e.g., for payment of taxes, special assessments or insurance on the real estate)
and interest on such disbursements shall not, at any one time outstanding, exceed the total sum of
One Billion Six Hundred Fifty Million Dollars ($1,650,000,000). This Mortgage is intended to and
shall be valid and have priority over all



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subsequent liens and encumbrances, including statutory liens,
excepting solely taxes and assessments levied on the real estate, to the extent of the maximum
amount secured hereby.




          1.2 Maturity Date. The Obligations shall be due and payable no later than the
maturity date established in the Credit Agreement.




          1.3 Definitions. As used herein, the following terms shall have the following
meanings:





     “Credit Agreement” shall have the meaning ascribed to it in the Recitals
hereof.




     “Improvements” shall have the meaning ascribed to it earlier in this Mortgage.




     “Leases” shall have the meaning ascribed to it in Section 2.4(a)
hereof.




     “Loan Documents” shall have the meaning ascribed to it in the Credit Agreement.




     “Loans” shall have the meaning ascribed to it in the Credit Agreement.




     “Material Adverse Effect” shall have the meaning ascribed to it in the Credit
Agreement.




     “Obligations” shall have the meaning ascribed to it in the Credit Agreement.




     “Permitted Liens” shall have the meaning ascribed to it in the Credit
Agreement.




     “Person” shall have the meaning ascribed to it in the Credit Agreement.




     “Personal Property Collateral” shall have the meaning ascribed to it earlier in
this Mortgage.




     “Premises” shall have the meaning ascribed to it earlier in this Mortgage.




     “Real Property” shall have the meaning ascribed to it earlier in this Mortgage.




     “Rents” shall have the meaning ascribed to it in Section 2.4(b) hereof.




     “Secured Party” or “Secured Parties” shall have the meaning ascribed to
it in the Credit Agreement.




     “Taxes” shall have the meaning ascribed to it in the Credit Agreement.



          1.4 Rules of Construction. The terms “herein,” “hereof,” and “hereunder” and other
words of similar import refer to this Mortgage as a whole and not to any particular section,
paragraph or subdivision. Any pronoun used herein shall be deemed to cover all genders. All
references to statutes and related regulations shall include any amendments of same and any
successor statutes and regulations; all references to any of the Loan Documents shall include any
and all amendments, restatements, amendments and restatements, modifications, supplements,
extensions and renewals thereof; all references to any Persons shall mean and include the



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successors and permitted assigns of such Persons; all references to “including” and “include” shall
be understood to mean “including, without limitation”; and all references to the time of day shall
mean the time of day on the day in question in New York, New York, unless otherwise expressly
provided in this Mortgage or the Credit Agreement, in which case the Credit Agreement shall
control.




ARTICLE 2.




          2.1 Payments by Mortgagor. Mortgagor will pay all Taxes, insurance premiums, permit
fees, inspection fees, license fees, water and sewer charges, franchise fees and equipment rents
and any other charges or fees against it or the Premises (and Mortgagor, upon request of Agent,
will submit to Agent receipts evidencing said payments) in accordance with the terms of the Credit
Agreement. Mortgagor shall pay all mortgage recording fees, documentary taxes or similar fees or
taxes upon presentation of this Mortgage for recording.




          2.2 General Representations and Warranties. Mortgagor hereby represents and warrants
to Agent and Lenders:





     (a) Mortgagor has good and marketable fee simple title to the Premises subject only to
Permitted Liens;




     (b) Mortgagor has full power and lawful authority to encumber the Premises in the
manner and in the form set forth herein; and




     (c) Except for fixtures that may be owned by tenants of the Real Property, Mortgagor
owns all Personal Property Collateral now or hereafter comprising part of the Premises,
including any substitutions or replacements thereof, free and clear of all liens except
Permitted Liens.



          2.3 Ownership, Use and Care of the Premises.





     (a) Except in each case to the extent permitted by the Credit Agreement, Mortgagor
shall not sell, convey, transfer, mortgage or otherwise dispose of or encumber any part of
the Premises or any interest therein and, except for Permitted Liens, Mortgagor shall keep
the Premises free and clear of all liens.




     (b) Mortgagor shall maintain and keep the Improvements now or hereafter erected on the
Property in good condition and repair (ordinary wear and tear and casualty events excepted),
shall not commit or suffer any waste, and shall cause the Premises and Mortgagor’s use
thereof to be in compliance in all material respects with applicable law.




     (c) Mortgagor shall promptly notify Agent of any loss, damage or destruction to, or
condemnation or taking of, the Premises (whether by fire or any other cause) in accordance
with the Credit Agreement and any insurance proceeds or awards shall be applied in
accordance with the Credit Agreement.



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     (d) Agent or its representative is hereby authorized to enter upon and inspect the
Premises as provided for in the Credit Agreement.



          2.4 Rents and Leases.





     (a) Mortgagor hereby sells, assigns, sets over and transfers to Agent, for the benefit
of Secured Parties, Mortgagor’s interest in any and all leases, usufructs, tenant contracts
and rental agreements and other contracts, licenses and permits (all of which are sometimes
herein referred to as the “Leases”) now or hereafter affecting or in any manner relating to
the Premises, or any part thereof. Mortgagor agrees to execute and deliver such other
instruments as Agent may reasonably require evidencing the assignment of the Leases.




     (b) Mortgagor hereby sells, assigns, sets over and transfers to Agent, for the benefit
of Secured Parties, all of the rents, tenant reimbursements, issues and profits which shall
hereafter become due or be paid for the use of the Premises or any part thereof, and all
rents, tenant reimbursements, issues and profits arising under the Leases or any thereof
(all of which are sometimes herein referred to as the “Rents”), reserving to Mortgagor a
license to collect the Rents only so long as there is no Event of Default which shall have
occurred and be continuing, said license to be revoked immediately upon the occurrence of an
Event of Default and Agent’s demand for the payment of the Obligations. Mortgagor agrees to
execute and deliver such other instruments as Agent may reasonably require evidencing the
assignment of the Rents.




     (c) Should the Premises be involved in any insolvency, receivership, bankruptcy, or
similar proceedings affecting the possession of the Premises, it is further covenanted and
agreed that Agent shall be entitled to receive for the benefit of Secured Parties all of the
Rents realized from or during any such proceedings. Such Rents shall be treated as cash
collateral.




     (d) Notwithstanding the right to collect the Rents, Mortgagor agrees that Agent, and
not Mortgagor, shall be and shall be deemed to be the creditor of each tenant with respect
to assignments for the benefit of creditors, and bankruptcy, arrangement, reorganization,
insolvency, dissolution or receivership proceedings affecting each such tenant, but without
obligation on the part of Agent or Lenders, however, to file or make timely filings of
claims in any such proceedings, or otherwise to pursue a creditor’s rights therein.




     (e) Agent shall have the right to assign Mortgagor’s right, title and interest in the
Leases to any subsequent holder of this Mortgage, or to any Person acquiring title to any of
the Premises through foreclosure, power of sale, or similar legal process after the
occurrence of an Event of Default. After Mortgagor shall have been barred and foreclosed of
all right, title, interest, and equity of redemption in the Premises, no assignee of
Mortgagor’s interest in the Leases shall be liable to account to Mortgagor for the Rents
thereafter accruing.



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     (f) Nothing contained herein shall be construed to bind Agent or any Lender or obligate
Agent or any Lender to perform any of the terms or provisions contained in the Leases, or
otherwise to impose any obligation on Agent or any Lender whatsoever. Prior to actual entry
and taking possession of the Premises by Agent, this assignment shall not operate to make
Agent a “mortgagee-in-possession” or to place any responsibility for the control, care,
management, or repair of the Premises upon Agent or any Lender.




     (g) Mortgagor shall duly perform and discharge each respective covenant, condition and
obligation under the Leases, except where such noncompliance could not reasonably be
expected to have a Material Adverse Effect. Mortgagor will give written notice to Agent of
any material default under the Leases known to Mortgagor, and shall furnish Agent with
complete copies of all notices with respect thereto given or received by Mortgagor. If
requested by Agent after the occurrence and during the continuance of an Event of Default,
Mortgagor will enforce the Leases and remedies available to Mortgagor thereunder in the
event of a default thereunder, and, if Mortgagor shall fail to so exercise such remedies
upon request, Agent may, at its sole option and without obligation to do so, and without
waiving any Event of Default of Mortgagor hereunder with respect thereto, enforce the same
at Mortgagor’s expense.




          2.5 Insurance.





          (a) Mortgagor shall maintain, during the term of this Mortgage, such insurance,
including flood insurance, related to the Premises as is required pursuant to, and in
accordance with, the Credit Agreement.



          (b) All such insurance policies with respect to the Premises shall contain a standard,
non-contributory mortgagee clause naming Agent, and its successors and assigns, as an additional
insured under all liability insurance policies, as the first mortgagee and loss payee on all
property insurance policies, and as the sole loss payee on all rental loss or business interruption
insurance policies. Mortgagor shall not take out separate insurance with respect to the Premises
concurrent in form or contributing in the event of loss with that required to be maintained
hereunder or under the Credit Agreement unless Agent is named as an additional insured thereon
under a standard mortgagee clause acceptable to Agent and each such policy is otherwise in form and
substance acceptable to Agent.




          (c) In the event of the foreclosure of this Mortgage, or in the event of any transfer of title
to the Premises, or any part thereof, by foreclosure sale or by power of sale or deed in lieu of
foreclosure, the purchaser of the Premises, or such part thereof, shall succeed to all of
Mortgagor’s rights with respect to the Premises, including any rights to unexpired, unearned or
returnable insurance premiums, subject to limitations on the assignment of blanket policies, but
limited to such rights as relate to the Premises or such part thereof. If Agent acquires title to
the Premises, or any part thereof, in any manner, Agent shall thereupon (as between Mortgagor and
Agent) become the sole and absolute owner of the insurance policies with respect to the Premises,
and all insurance proceeds payable thereunder with respect to the Premises, with the sole right to
collect and retain all unearned or returnable premiums thereon with respect to the Premises, or
such part thereof, if any.




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          2.6 Condemnation. In the case of any taking, condemnation or other proceeding in the
nature thereof, Agent may, at its option, participate in any proceedings or negotiations which
might result in any taking or condemnation and Mortgagor shall deliver or cause to be delivered to
Agent all instruments reasonably requested by it to permit such participation. Agent may be
represented by counsel reasonably satisfactory to it at the reasonable expense of the Mortgagor in
connection with any such participation. Mortgagor shall pay all reasonable fees, costs and
expenses incurred by Agent in connection therewith and in seeking and obtaining any award or
payment on account thereof. Mortgagor shall take all steps necessary to notify the condemning
authority of such assignment.




          2.7 Expenses. Mortgagor shall pay, or reimburse Agent and Lenders, upon demand, for
all reasonable attorneys’ fees, costs and expenses incurred by Agent or any Lender in any action,
suit, legal proceeding or dispute of any kind, affecting this Mortgage or the interest created
hereby, in accordance with the terms of the Credit Agreement.




          2.8 Subrogation. Agent shall be subrogated to the claims and liens of all Persons
whose claims or liens are discharged or paid with the proceeds of the Loans or any other
indebtedness secured hereby.




          2.9 Performance by Agent of Defaults by Mortgagor. If Mortgagor shall default in the
payment of any Tax or insurance premium, in the procurement of insurance coverage and the delivery
of the insurance policies required hereunder, or in the performance or observance of any other
covenant, condition or term of this Mortgage, then Agent, at its option, may perform or pay the
same, and all payments made or costs incurred by Agent in connection therewith shall be secured
hereby and shall be, without demand, immediately repaid by Mortgagor to Agent with interest thereon
at the highest rate of interest in effect from time to time under the Credit Agreement. Agent
shall reasonably determine the legality, validity and priority of any such Tax, claim and premium,
of the necessity for any such actions, and of the amount necessary to be paid in satisfaction
thereof. Agent is hereby empowered to enter upon and to authorize others to enter upon the
Premises, or any part thereof, for the purpose of performing or observing any such defaulted
covenant or obligation, without thereby becoming liable to Mortgagor or any Person in possession
holding under Mortgagor other than for the gross negligence or willful misconduct of Agent.




          2.10 Further Assurances. Mortgagor shall promptly execute and deliver, or cause to be
promptly executed and delivered, to Agent, such further mortgages, deeds, instruments, notice
filings, documents, certificates, agreements, letters, representations and other writings, and
shall promptly take or cause to be taken such actions, as Agent may, from time to time, reasonably
request to effectuate, complete, correct, perfect or continue and preserve the obligations of
Mortgagor under the lien and security interest of Agent hereunder. Upon any failure by Mortgagor
to do so, Agent may make, execute, record, file, re-record, and refile any and all such writings
for and in the name of Mortgagor, and Mortgagor hereby irrevocably appoints Agent the
attorney-in-fact of Mortgagor so to do.




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ARTICLE 3.




          3.1 Event of Default. The occurrence of an Event of Default under (and as defined in)
the Credit Agreement shall constitute an “Event of Default” hereunder.




          3.2 Right of Agent to Enter and Take Possession.





     (a) Upon the occurrence and during the continuance of an Event of Default, Mortgagor,
upon demand of Agent, shall forthwith surrender to Agent the actual possession of the
Premises, and if and to the extent permitted by law, Agent, or by such officers or agents as
Agent may appoint, may enter upon and take possession of all the Premises without the
appointment of a receiver, or an application therefor, and may exclude Mortgagor and its
agents and employees wholly therefrom.




     (b) If Mortgagor shall for any reason lawfully fail to surrender or deliver the
Premises or any part thereof after such demand by Agent pursuant to Section 3.2(a),
above, Agent may obtain a judgment or decree conferring upon Agent the right to immediate
possession or requiring Mortgagor to deliver immediate possession of the Premises to Agent,
to the entry of which judgment of decree Mortgagor hereby specifically consents. Mortgagor
will pay to Agent, upon demand, all expenses of obtaining such judgment or decree, including
reasonable compensation to Agent and Agent’s attorneys and Agents; and all such expenses and
compensation shall, until paid, be secured by this Mortgage.




     (c) Upon every such entering and taking of possession pursuant to Sections
3.2(a) or 3.2(b) above, subject to and in accordance with the terms of the
Credit Agreement, Agent may hold, store, use, operate, manage, control, and maintain the
Premises and conduct the business thereof and, from time to time, (i) make all necessary and
proper repairs, replacements, additions, and improvements thereto and thereon and purchase
or acquire additional fixtures, personalty and other property, (ii) insure or keep the
Premises insured, (iii) manage and operate the Premises and exercise all the rights and
powers of Mortgagor in its name or otherwise, with respect to the same, and (iv) enter into
any and all agreements with respect to the exercise by others of any of the powers herein
granted Agent, all as Agent may from time to time determine to be to its best advantage; and
Agent may collect and receive all of the income, rents, profits, issues and revenues of the
Premises, including, without limitation, the past due as well as those accruing thereafter
and, after deducting (A) all expenses of taking, holding, managing and operating the
Premises (including, without limitation, compensation for services of all Persons employed
for such purposes), (B) the cost of all such maintenance, repairs, replacements, additions,
improvements, purchases, and acquisitions, (C) the cost of such insurance, (D) such Taxes
prior to the lien of this Mortgage as Agent may determine to pay, (E) other proper charges
upon the Premises or any part thereof, and (F) the reasonable fees and expenses of attorneys
and Agents of Agent, shall apply the remainder of the money so received by Agent to any
balance of the Obligations outstanding.




     (d) For the purpose of carrying out the provisions of this Section 3.2, upon
the occurrence and during the continuance of an Event of Default, Mortgagor hereby
irrevocably constitutes and appoints Agent (or any designee of Agent) the true and lawful



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attorney-in-fact of Mortgagor to do and perform, from time to time, any and all actions
necessary and incidental to such purpose (including, without limitation, Mortgagor’s right
and power to cancel, accept the surrender of or modify any of the terms of any of the
Leases), and does, by these presents, ratify and confirm any and all action of said
attorney-in-fact.




     (e) Mortgagor irrevocably consents that the tenant(s) under the Leases, upon demand and
notice from Agent to such tenants(s) of an Event of Default, shall pay all Rents under the
Leases to Agent, without liability of the tenant(s) for the determination of the actual
occurrence of any Event of Default claimed by Agent. Mortgagor hereby irrevocably
authorizes and directs the tenant(s), upon receipt of any notice of Agent stating that an
Event of Default has occurred and for so long as such Event of Default is continuing, to pay
to Agent the Rents due and to become due under the Leases. Mortgagor agrees that the
tenant(s) shall have the right to rely upon any such notices of Agent, and that tenant(s)
shall pay such Rents to Agent, without any obligation and without any right to inquire as to
whether an Event of Default has actually occurred, and notwithstanding any claim of or
notice by Mortgagor to the contrary. Mortgagor shall have no claim against tenant(s) for
any Rents paid by such tenant(s) to Agent.




     (f) Nothing herein contained in this Section 3.2 shall be construed to obligate
Agent or Lenders to discharge or perform the duties of a landlord to any tenant or to impose
liability upon Agent or Lenders as the result of any exercise by Agent of its rights under
this Mortgage, and Agent shall be liable to account only for the Rents, incomes and profits
actually received by Agent.



          3.3 Judicial Proceedings; Right to Receiver. Upon the occurrence and during the
continuance of an Event of Default, to the extent permitted by applicable law, Agent shall have the
right to proceed by suit to foreclose its lien on, security interest in, and assignment of, the
Premises, to sue Mortgagor for damages on account of or arising out of said default or breach, or
for specific performance of any provision contained herein, or to enforce any other appropriate
legal or equitable right or remedy. Upon the occurrence and during the continuance of an Event of
Default, to the extent permitted by applicable law, Agent shall be entitled, as a matter of right
(upon bill filed or other proper legal proceedings being commenced for the foreclosure of this
Mortgage, to the extent required by law), to the appointment by any competent court or tribunal,
without notice to Mortgagor or any other party, of a receiver of the rents, issues and profits of
the Premises, with power to lease and control the Premises and with such other powers as may be
deemed necessary and, to the extent permitted by applicable law, Mortgagor hereby waives any
requirement of applicable law that Agent post a bond or similar deposit in connection with the
appointment of such a receiver. Mortgagor shall pay to Agent, on demand, all expenses, including
receiver’s fees, attorneys’ fees, costs and Agent’s compensation, incurred by Agent or Lenders
pursuant to this Section 3.4, and any such amounts paid by Agent shall be added to the
Obligations and shall be secured by this Mortgage.




          3.4 Power of Sale. Upon the occurrence and during the continuance of an Event of
Default, to the extent permitted by applicable law, Agent may sell the Premises, or any part
thereof or any interest therein separately, at Agent’s discretion, with or without taking



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possession thereof, at public sale before the courthouse door of the county in which the
Premises, or a part thereof, is located, to the highest bidder for cash, after first giving notice
of the time, place and terms of such sale by advertisement published once a week for four weeks
(without regard for the number of days) in a newspaper in which advertisements of sheriff’s sales
are published in such county. The advertisement so published shall be notice to Mortgagor, and
Mortgagor hereby waives all other notices. Agent may bid and purchase at any such sale, and Agent
may execute and deliver to the purchaser or purchasers at any such sale a sufficient conveyance of
the Premises or the part thereof or interest therein sold, and to this end Mortgagor makes,
constitutes and appoints Agent the agent and attorney-in-fact, with full power of substitution, to
make such sale and conveyance and thereby to divest Mortgagor of all right, title and equity that
Mortgagor may have in and to the Premises and to vest the same in the purchaser or purchasers at
such sale or sales. Agent’s conveyance may contain recitals as to the occurrence of an Event of
Default under this Mortgage, which recitals shall be presumptive evidence that all preliminary acts
prerequisite to such sale and conveyance were duly complied with in all respects. The recitals
made by Agent shall be binding and conclusive upon Mortgagor, and the sale and conveyance made by
Agent shall divest Mortgagor of all right, title, interest or equity that Mortgagor may have had
in, to and under the Premises, or the part thereof or interest therein sold, and shall vest the
same in the purchaser or purchasers at such sale. Agent may hold one or more sales hereunder until
the Obligations have been satisfied in full. Mortgagor hereby ratifies and confirms all of the
acts and doings of Agent as Mortgagor’s agent and attorney-in-fact hereunder and expressly waives,
to the extent allowed by law, all right to have the Premises marshaled upon any sale under the
Power granted herein. Agent’s agency and power as attorney-in-fact hereunder are coupled with an
interest, cannot be revoked by death, incompetence, reorganization, insolvency, or otherwise, and
shall not be exhausted until the Obligations have been satisfied in full. The proceeds of each
sale by Agent hereunder shall be applied first to the costs and expenses of the sale and of all
proceedings in connection therewith including the fees and expenses of Agent’s attorneys in
connection therewith), and the balance shall be applied to the remainder of the Obligations. Any
excess shall be paid to Mortgagor or as otherwise required by law. In the event of any sale
pursuant to the agency and power herein granted, Mortgagor shall be and become a tenant holding
over and shall deliver possession of the Premises, or the part thereof or interest therein sold, to
the purchaser or purchasers at the sale or be summarily dispossessed in accordance with the
provisions of law applicable to tenants holding over.




          3.5 Discontinuance of Proceedings and Restoration of the Parties. If Agent shall have
proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or
otherwise or in the event Agent commences advertising of the intended exercise of the sale under
power provided hereunder, and such proceedings or advertisement shall have been withdrawn,
discontinued or abandoned for any reason, or shall have been determined adversely to Agent, then in
any such event, to the extent permitted by applicable law, Mortgagor and Agent shall be restored to
their former positions and rights hereunder without waiver of any default (unless determined
adversely to Agent) and without novation, and all rights, powers and remedies of Agent shall
continue as if no such proceeding had been taken.




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          3.6 Suits to Protect the Premises. Agent shall have the power to institute and
maintain such suits and proceedings which it deems, in its reasonable credit judgment, necessary
(a) upon the occurrence and during the continuance of an Event of Default, to prevent any
impairment of the Premises by any threatened act that may be unlawful or that may constitute an
Event of Default or any actual act that is unlawful or that constitutes an Event of Default, (b) to
preserve or protect its interest in the Premises and (c) to restrain the enforcement of or
compliance with any legislation or other governmental enactment, rule or order that is reasonably
likely to be unconstitutional or otherwise invalid, if the enforcement of or compliance with any
such enactment, rule or order would materially impair the security hereunder or be materially
prejudicial to the interest of Agent in the Premises.




          3.7 Remedies Cumulative. All rights and remedies set forth in this Mortgage are
cumulative of and in addition to any right or remedy provided for by statute, or in any other
instrument, document, agreement or other writing heretofore, concurrently herewith or in the future
executed by or binding upon Mortgagor in connection with any transaction resulting in any part of
the Obligations, including the right of Agent to take legal action to collect the Obligations
without taking action with respect to the Premises. Agent may, at Agent’s election and at Agent’s
discretion, exercise each and every such right and remedy concurrently or separately or in any
combination.




ARTICLE 4.




          4.1 Successors and Assigns. The word “Mortgagor” as used in this Mortgage shall
include the successors and assigns of the party herein named as Mortgagor. The word “Agent” as
used in this Mortgage shall include the successors, transferees and assigns of the parties herein
named as Agent as provided for in the Credit Agreement. The word “Lender” as used in this Mortgage
shall include the successors, transferees and assigns of the parties named as a Lender as provided
for in the Credit Agreement. The word “Secured Party” as used in this Mortgage shall include the
successors, transferees and assigns of the parties named as a Secured Party as provided for in the
Credit Agreement. All provisions and covenants of this Mortgage shall run with the land and shall
be binding upon the Mortgagor, and all rights, powers, privileges and options of Agent under this
Mortgage shall inure to the benefit of its successors, transferees and assigns as provided for in
the Credit Agreement. If ever there shall be more than one Mortgagor, all of their undertakings
hereunder shall be joint and several.




          4.2 Notices. All notices, requests and demands to or upon a party hereto shall be
delivered in accordance with the terms of the Credit Agreement.




          4.3 No Implied Waivers. No delay or omission by Agent or any Lender or by any holder
of all or any part of the Obligations to exercise any right, power or remedy accruing upon any
Event of Default shall exhaust or impair any such right, power or remedy or shall be construed to
be a waiver of any such Event of Default, or acquiescence therein, and every right, power and
remedy given by this Mortgage to Agent may be exercised from time to time and as often as may be
deemed expedient by Agent. No consent or waiver, expressed or implied, by



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Agent to or of any Event of Default by Mortgagor hereunder shall be deemed or construed to be
a consent or waiver to or of any other Event of Default in the performance of the same or any other
obligations of Mortgagor hereunder.




          4.4 Power of Agent to Reconvey or Consent. Without affecting the liability of
Mortgagor or any other Person for the payment of the Obligations or any part thereof, including
such of the Obligations as may be due at the time of or after any reconveyance of the Premises to
Mortgagor or the lien of this Mortgage upon any remainder of the Premises which has not been so
reconveyed for the full amount of the Obligations then or thereafter secured hereby, or the rights
and powers of Agent with respect to such remainder of the Premises, Agent or Lenders may, at their
option, do or cause to be done any one or more of the following: release all or any part of the
Obligations; extend the time or otherwise alter the terms of payment of all or any part of the
Obligations; reduce the payments thereon; release any party primarily or secondarily liable on any
of the Obligations; accept additional or substitute security hereunder; substitute for or release
all or any part of the Premises as security hereunder; reconvey to Mortgagor all or any part of the
Premises; consent to the making of any map or plat of all or any part of the Premises; join in
the granting of any easement upon all or any part of the Premises; and join in any extension
agreement or any agreement subordinating or otherwise affecting the lien or charge hereof or the
priority thereof. Mortgagor shall pay Agent a reasonable service charge, together with such title
insurance premiums and attorneys’ fees as may be incurred by Agent for any such action taken at
Mortgagor’s request. No reconveyance or release of this Mortgage shall be valid or effectual unless
it shall be countersigned by Agent.




          4.5 Enforcement. Notwithstanding anything to the contrary in this Agreement, Agent
shall neither demand payment pursuant to this Mortgage nor enforce the security constituted hereby
unless and until it is entitled to do so pursuant to the terms of the Credit Agreement, but if so
entitled, Agent may at any time and from time to time exercise and enforce all of its rights and
remedies hereunder without further notice or delay, except as may be required by applicable law or
the Credit Agreement.




          4.6 Assignment. This Mortgage is assignable by Agent as permitted under the Credit
Agreement and any assignment hereof by Agent shall operate to vest in the assignee all rights and
powers herein conferred upon and granted to Agent.




          4.7 Counterparts. This Mortgage may be executed in any number of counterparts, each
of which shall be deemed to be an original document and all of which taken together shall
constitute one and the same instrument.




          4.8 Amendments. This Mortgage may be amended only by written agreement between
Mortgagor and Agent.




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          4.9 Severability. If any clause or provisions herein contained operates or would
prospectively operate to invalidate this Mortgage in whole or in part, then such clause or
provision shall be ineffective only to the extent of such invalidity, without invalidating the
remaining provisions of this Mortgage.




          4.10 Captions. All captions, headings, numbers and letters preceding the text of
separate parts, paragraphs and subparagraphs of this Mortgage are solely for reference purposes and
shall not affect the meaning, construction or effect of the text in any way.




          4.11 Governing Law. This Mortgage shall be governed by and construed and enforced in
accordance with the internal laws of the State of Illinois.




          4.12 No Merger. So long as any part of the Obligations remain unpaid, unperformed or
undischarged, the fee, easement and leasehold estates to the Premises shall not merge but rather
shall remain separate and distinct, notwithstanding the union of such estates either in Mortgagor,
Agent, any lessee, any third-party purchaser or otherwise.




ARTICLE 5.




          5.1 Principle of Construction. In the event of any inconsistencies between the terms
and conditions of this Article 5 and the other terms and conditions of this Mortgage, the terms and
conditions of this Article 5 shall control and be binding.




          5.2 Illinois Mortgage Foreclosure Law. It is the intention of Mortgagor and Agent
that the enforcement of the terms and provisions of this Mortgage shall be accomplished in
accordance with the Illinois Mortgage Foreclosure Law (735 ILCS 5/15-1101 et. seq.), as amended
from time to time (the “IMFL”) and with respect to the IMFL, Mortgagor agrees and covenants that:




               (a) Mortgagor and Agent shall have the benefit of all of the provisions of the IMFL, including
all amendments thereto which may become effective from time to time after the date hereof. In the
event any provision of the IMFL which is specifically referred to herein may be repealed, Agent
shall have the benefit of such provision as most recently existing prior to such repeal, as though
the same were incorporated herein by express reference;



               (b) All advances, disbursements and expenditures made or incurred by Agent before and during a
foreclosure, and before and after judgment of foreclosure, and at any time prior to sale, and,
where applicable, after sale, and during the pendency of any related proceedings, for the following
purposes, in addition to those otherwise authorized by this Mortgage, the Credit Agreement or the
other Loan Documents or by the IMFL (collectively “IMFL Protective Advances”), shall have the
benefit of all applicable provisions of the IMFL. All



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IMFL Protective Advances shall be additional indebtedness secured by this Mortgage, and shall
become immediately due and payable without notice and with interest thereon from the date of the
advance until paid at the rate of interest payable after default under the terms of the Credit
Agreement, this Mortgage and the other Loan Documents. This Mortgage shall be a lien for all IMFL
Protective Advances as to subsequent purchasers and judgment creditors from the time this Mortgage
is recorded pursuant to Subsection (b)(5) of Section 15-1302 of the IMFL;



               (c) In addition to any provision of this Mortgage authorizing Agent to take or be placed in
possession of the Premises, or for the appointment of a receiver, Agent shall have the right, in
accordance with Sections 15-1701 and 15-1702 of the IMFL, to be placed in possession of the
Premises or at its request to have a receiver appointed, and such receiver, or Agent, if and when
placed in possession, shall have, in addition to any other powers provided in this Mortgage, all
rights, powers, immunities, and duties as provided for in Sections 15-1701,15-1703 and 15-1704 of
the IMFL; and



               (d) Mortgagor acknowledges that the Premises do not constitute agricultural real estate, as
said term is defined in Section 15-1201 of the IMFL or residential real estate as defined in
Section 15-1219 of the IMFL.



          5.3 Use of Proceeds. Mortgagor represents and agrees that the proceeds of the loans
secured by this Mortgage shall be used for business purposes and that the indebtedness secured
hereby (i) constitutes a business loan which comes within the purview of subparagraph (1)(c) of 815
ILCS 205/4, and a loan secured by a mortgage on real estate which comes within the purview of
subparagraph (1)(l) of 815 ILCS 205/4 and (ii) is exempted from transactions under the
Truth-in-Lending Act, 15 U.S.C. 1601, et seq.




          5.4 Revolving Credit Agreement. This Mortgage secures, among other indebtedness, a
“revolving credit” arrangement within the meaning of 815 ILCS 205/4.1 and 205 ILCS 5/5d. The total
amount of indebtedness may increase or decrease from time to time, as provided in the Credit
Agreement, and any disbursements that Agent or Lenders may make under this Mortgage, the Credit
Agreement, or any other document with respect hereto (e.g., for payment of taxes, insurance
premiums or other advances to protect Agent’s liens and security interests, as permitted hereby)
shall be additional indebtedness secured hereby. This Mortgage is intended to and shall be valid
and have priority over all subsequent liens and encumbrances, including statutory liens, excepting
solely taxes, assessments, and insurance, with interest on such disbursements, levied on the
Premises, to the extent of the maximum amount secured hereby.




          5.5 WAIVER OF CERTAIN RIGHTS. Mortgagor hereby covenants and agrees that it will not
at any time insist upon or plead, or in any manner claim or take any advantage of any stay,
exemption or extension law or any so-called “Moratorium Law” now or at any time hereafter in force
providing for the valuation or appraisement of the Premises, or any part thereof, prior to any sale
or sales thereof to be made pursuant to any provisions herein contained, or to decree, judgment or
order of any court of competent jurisdiction; or, after such sale or sales,



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claim or exercise any rights under any statute now or hereafter in force to redeem the property so
sold, or any part thereof, or relating to the marshalling thereof, upon foreclosure sale or other
enforcement hereof; and without limiting the foregoing:




          (a) Mortgagor hereby expressly waives any and all rights of reinstatement and redemption, if
any, under any order or decree of foreclosure of this Mortgage, on its own behalf and on behalf of
each and every person, it being the intent hereof that any and all such rights of reinstatement and
redemption of the Mortgagor and of all other persons are and shall be deemed to be hereby waived to
the full extent permitted by the provisions of Section 5/15-1601(b) of the IMFL or other applicable
law or replacement statutes; and




          (b) Mortgagor will not invoke or utilize any such law or laws or otherwise hinder, delay or
impede the execution of any right, power or remedy herein or otherwise granted or delegated to
Agent but will suffer and permit the execution of every such right, power and remedy as though no
such law or laws had been made or enacted.




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     IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be duly executed and delivered as of
the day and year first written above.



	 	 	 	 	 
	 	CLAIRE’S BOUTIQUES, INC., a Colorado

corporation

 	 
	 	By:  	/s/ Rebecca Orand
 	 
	 	 	Name:  	Rebecca Orand 	 
	 	 	Title:  	Vice President and Secretary 	 
	 




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