Restrictions on Transfer; Creditors. The Participant shall only Transfer the RSUs or Restricted Stock granted hereunder in accordance with the terms of the Plan. Without limiting the foregoing, no RSUs or Restricted Stock or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by Transfer, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

Duties of Secured Creditors. Assignors acknowledge and agree that the Secured Creditors shall have no duties with respect to any Intellectual Property or Intellectual Property Contracts of any Assignor. Without limiting the generality of this [Section 4.7], Assignors acknowledge and agree that no Secured Creditor shall be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property Contracts against any other Person, but any Secured Creditor may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable fees and expenses of attorneys and other professionals) shall be for the sole account of Issuer.

Joinder of New Creditors. Any entity (each, a “New Creditor”) that extends credit to the Company or any Subsidiary pursuant to a senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement providing for the incurrence of indebtedness in a principal amount equal to or greater than $25,000,000 (the agreements, documents and instruments evidencing such facility or note purchase agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time, the “New Creditor Agreements”, and each a “New Creditor Agreement”) may become a Lender under this Agreement by executing and delivering to the Company, the Revolving Agent, each 2008 Noteholder, each 2009 Noteholder and the requisite party or parties under any other applicable Financing Agreements, a Joinder Agreement in the form of Exhibit A attached hereto, appropriately completed, which Joinder Agreement shall become effective when such Joinder Agreement is executed by the Company; provided, however, that if any default, event of default or event of termination has occurred and is continuing under any of the Revolving Credit Agreement, the 2008 Note Agreement, the 2009 Note Agreement or any other applicable Financing Agreement, then the consent of the Revolving Agent on behalf of the Revolving Banks, the “Required Holders” under the 2008 Note Agreement, the “Required Holders” under the 2009 Note Agreement and the requisite number of New Creditors required to approve the

Capacities of Consenting Creditors. Each Consenting Creditor has entered into this Agreement on account of all Company Claims that it holds (directly or through discretionary accounts that it manages or advises) and, except where otherwise specified in this Agreement, shall take or refrain from taking all actions that it is obligated to take or refrain from taking under this Agreement with respect to all such Company Claims; provided, however, that any Person (other than any Consenting Creditor as of the Agreement Effective Date and any of its Affiliates) that becomes a party hereto as a Consenting Creditor pursuant to this Agreement following the Agreement Effective Date agrees that it shall cause its Affiliates that hold Company Claims (directly or through discretionary accounts that it manages or advises) to comply with the provisions of this Agreement as if such Affiliate was a Consenting Creditor. For the avoidance of doubt, this paragraph shall be subject in all respects to the understandings in [Section 13.19] below.

Notwithstanding anything herein to the contrary, the duties and obligations of the Consenting Creditors under this Agreement shall be several, not joint, with respect to each Consenting Creditor. None of the Consenting Creditors shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities in any kind or form to each other, any Consenting Creditor, any Company Party, or any of the Company Party’s respective creditors or other stakeholders, and there are no commitments among or between the Consenting Creditors as a result of this Agreement or the transactions contemplated herein or in the Plan Term Sheet, in each case except as expressly set forth in this Agreement. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity. The Consenting Creditors represent and warrant that as of the date hereof and for so long as this Agreement remains in effect, the Consenting Creditors have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Company Parties. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement, and each Consenting Creditor shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement, and it shall not be necessary for any other Consenting Creditor to be joined as an additional party in any proceeding for such purpose. Nothing contained in this Agreement, and no action taken by any Consenting Creditor pursuant hereto is intended to constitute the Consenting Creditors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Consenting Creditor is in any way acting in concert or as a member of a “group” with any other Consenting Creditor or Consenting Creditors within the meaning of Rule 13d-5 under the Exchange Act. For the avoidance of doubt no Consenting Creditor shall, nor shall any action taken by a Consenting Creditor pursuant to this Agreement, be deemed to be acting in concert or as any group with any other Consenting Creditor with respect to the obligations under this Agreement nor shall this Agreement create a presumption that the Consenting Creditors are in any way acting as a group. The decision to commit to enter into the transactions contemplated by this Agreement has been made independently.

Action by Other Creditors. Any judgment, writ, warrant of attachment, distress or any similar process in an amount exceeding $250,000 is entered or filed against one or more of the Credit Parties or against any Collateral (or which, when combined with other judgments, writs, warrants of attachment, distress or other similar proceedings entered or filed against one or more Credit Parties or against any Collateral, exceeds an aggregate amount of $250,000), and such judgment, writ, warrant of attachment, distress or any similar process is not diligently appealed in good faith and vacated, bonded, stayed or satisfied within 30 days thereafter or, within such 30 day period, any Collateral is possessed or seized by any third party creditor.

Claims of Other Creditors. The Mortgagor declares the registration of this Mortgaged Property will in no way harm the interests of the Mortgagor's other creditors and that the Mortgaged Property will not be the subject of an action by any of the Mortgagor's creditors to have the courts revoke this Mortgage.

Notice to Seller’s Creditors. If, following the Closing Date, Seller incurs liabilities to creditors with whom Seller conducted business before the Closing Date (for example, utility companies and credit-card companies), Seller will promptly after the Closing Date inform such creditors of a mailing address, other than an address of the Marketing/Retail Business, to which invoices should be sent. Seller will promptly pay such creditors all amounts properly due.

Expenses Incurred by Secured Creditors. If Pledgor fail to perform or comply with any of its agreements or covenants contained in this Agreement, and Secured Creditors performs or complies, or otherwise causes performance or compliance, with such agreement or covenant in accordance with the terms of this Agreement, then the reasonable expenses of Secured Creditors incurred in connection with such performance or compliance will be payable by Pledgor to the Secured Creditors on demand and will constitute Obligations secured by this Agreement.

Any delay in or failure to exercise any right or remedy of any of the Creditors shall not be deemed a waiver of any obligation of the Guarantor or right of any of the Creditors. This Guaranty may be modified, and the Creditors’ rights hereunder waived, only by an agreement in writing signed by the Creditors.