PROVIDED, THAT THE TERMS OF SUCH
INDEBTEDNESS DO NOT CONTAIN ANY COVENANTS OR EVENTS OF DEFAULT WHICH MAY BE
INTERPRETED TO BE OR ARE DEEMED TO BE IN, THE REASONABLE DISCRETION OF THE
ADMINISTRATIVE AGENT, MORE RESTRICTIVE THAN THE COVENANTS AND EVENTS OF DEFAULT
CONTAINED IN THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE LOAN PARTIES
SHALL CAUSE THE ZC PARTNERSHIP NOT TO INCUR ANY INDEBTEDNESS OR ANY OTHER
MATERIAL OBLIGATIONS.
SECTION 6.2
Liens. The Loan Parties will not create, incur, assume or
permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:
(A)
LIENS CREATED UNDER THE LOAN DOCUMENTS;
(B)
PERMITTED ENCUMBRANCES;
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(C)
ANY LIEN ON ANY PROPERTY OR ASSET OF ANY LOAN PARTY SET FORTH IN
SCHEDULE 6.2, AND ANY EXTENSIONS OR RENEWALS THEREOF; PROVIDED, THAT (I) SUCH
LIEN SHALL NOT APPLY TO ANY OTHER PROPERTY OR ASSET OF ANY LOAN PARTY OTHER THAN
AFTER-ACQUIRED PROPERTY AFFIXED OR INCORPORATED THERETO AND THE PROCEEDS OR
PRODUCTS THEREOF, AND (II) SUCH LIEN SHALL SECURE ONLY THOSE OBLIGATIONS
(INCLUDING COMMITMENTS IN RESPECT THEREOF) THAT IT SECURES AS OF THE EFFECTIVE
DATE, AND ANY PERMITTED REFINANCING THEREOF;
(D)
LIENS ON FIXED OR CAPITAL ASSETS ACQUIRED, CONSTRUCTED OR IMPROVED
BY ANY LOAN PARTY, PROVIDED, THAT (I) SUCH LIENS SECURE INDEBTEDNESS PERMITTED
BY CLAUSE (F) OF SECTION 6.1, (II) SUCH LIENS AND THE INDEBTEDNESS SECURED
THEREBY ARE INCURRED PRIOR TO OR WITHIN ONE HUNDRED EIGHTY (180) DAYS AFTER SUCH
ACQUISITION OR THE COMPLETION OF SUCH CONSTRUCTION OR IMPROVEMENT, (III) THE
INDEBTEDNESS SECURED THEREBY DOES NOT EXCEED 100% OF THE COST OF ACQUIRING,
CONSTRUCTING OR IMPROVING SUCH FIXED OR CAPITAL ASSETS AND (IV) SUCH LIENS SHALL
NOT APPLY TO ANY OTHER PROPERTY OR ASSETS OF THE LOAN PARTIES;
(E)
LIENS TO SECURE INDEBTEDNESS PERMITTED BY CLAUSE (H) OF
SECTION 6.1 PROVIDED, THAT SUCH LIENS SHALL NOT APPLY TO ANY PROPERTY OR ASSETS
OF THE LOAN PARTIES OTHER THAN THE REAL ESTATE SO PURCHASED OR REFINANCED OR
WHICH IS THE SUBJECT OF A SALE-LEASEBACK TRANSACTION;
(F)
LIENS ON INVENTORY AND PROCEEDS THEREOF (UP TO THE COST TO SUCH
LOAN PARTY OF SUCH INVENTORY) HELD ON CONSIGNMENT FROM TRADE VENDORS SECURING
OBLIGATIONS TO RETURN OR PAY THE PURCHASE PRICE OF SUCH INVENTORY;
(G)
VOLUNTARY OPTIONS IN FAVOR OF ANY OF THE LOAN PARTIES AND THEIR
RESPECTIVE SUBSIDIARIES TO PURCHASE REAL PROPERTY SUBJECT TO OPERATING LEASES;
(H)
LIENS (IF ANY) IN FAVOR OF ANY CREDIT CARD PROCESSOR ON ANY CREDIT
CARD RECEIVABLES IN THE NATURE OF CHARGEBACKS OR RESERVES FOR CLAIMS, CREDITS OR
CREDITS PENDING, PROMOTIONAL PROGRAM ALLOWANCES, PRICE ADJUSTMENTS, FINANCE
CHARGES OR OTHER ALLOWANCES, TO THE EXTENT ARISING UNDER OR IN CONNECTION WITH
THE LOAN PARTIES' PRIVATE LABEL CREDIT CARD FACILITY, AS AMENDED OR RESTATED
FROM TIME TO TIME, AND ANY REPLACEMENT FACILITIES THEREOF AND ANY PROCEEDS OF
THE FOREGOING;
(I)
SALES, ASSIGNMENTS OR TRANSFERS OF