Common use of Pledged Debt Instruments Clause in Contracts

Pledged Debt Instruments. ISSUER DESCRIPTION OF DEBT CERTIFICATE NO(S). FINAL MATURITY PRINCIPAL AMOUNT ACKNOWLEDGED AND AGREED as of the date first above written: CITICORP USA, INC., as Administrative Agent By: Name: Title: ANNEX 4 PLEDGE AND SECURITY AGREEMENT FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of , 20 , is delivered pursuant to Section 7.11 (Additional Grantors) of the Pledge and Security Agreement, dated as of May __, 2007, by J. CREW OPERATING CORP., a Delaware corporation (“Operating”), J. CREW INC., a New Jersey corporation (“J. Crew”), ▇▇▇▇▇ ▇▇▇▇▇▇, INC., a Delaware corporation doing business as J. CREW RETAIL (“Retail”), H.F.D. NO. 55, INC., a Delaware corporation doing business as J. Crew Factory (“Factory”), ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (“Madewell”), J. CREW GROUP INC. (“Holdings”), J. CREW INTERNATIONAL, INC.(“JCI”) (each a “Grantor” and collectively the “Grantors”) in favor of Citicorp USA, Inc., 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 7.11 (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 agree 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.

Pledged Debt Instruments. ISSUER DESCRIPTION OF DEBT CERTIFICATE NO(SIssuer Description of Debt Certificate No(s). FINAL MATURITY PRINCIPAL AMOUNT ACKNOWLEDGED AND AGREED as of the date first above written: CITICORP USA, INC., as Administrative Agent By: Name: Title: ANNEX 4 PLEDGE AND SECURITY AGREEMENT FORM OF JOINDER AGREEMENT Final Maturity Principal Amount This JOINDER AGREEMENT, dated as of _________ __, 20 20__, is delivered pursuant to Section 7.11 (Additional Grantors) 8.6 of the Pledge Guaranty and Security Agreement, dated as of May __November 17, 20072010, by J. CREW OPERATING CORP.and among Francesca’s Collections, a Delaware corporation Inc. (the “OperatingBorrower”), J. CREW INC.the undersigned Grantor and the other Affiliates of the Borrower from time to time party thereto as Grantors, a New Jersey corporation (“J. Crew”), ▇▇▇▇▇ ▇▇▇▇▇▇, INC., a Delaware corporation doing business as J. CREW RETAIL (“Retail”), H.F.D. NO. 55, INC., a Delaware corporation doing business as J. Crew Factory (“Factory”), ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (“Madewell”), J. CREW GROUP INC. (“Holdings”), J. CREW INTERNATIONAL, INC.(“JCI”) (each a “Grantor” and collectively the “Grantors”) in favor Royal Bank of Citicorp USA, Inc.Canada, as administrative agent, and Royal Bank of Canada, as collateral agent for the Secured Parties referred to therein (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Pledge Guaranty and Security Agreement”). Capitalized terms used herein but not defined herein without definition are used with the meanings given them as defined in the Pledge Guaranty and Security Agreement. By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 7.11 (Additional Grantors) 8.6 of the Pledge Guaranty and Security Agreement, hereby becomes a party to the Pledge Guaranty 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, undersigned (i) 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, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a Lien 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 thereunderthereunder and (ii) hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the Guaranteed Obligations on the terms set forth in the Guaranty and Security Agreement. The undersigned hereby agrees to be bound as a Grantor for the purposes of the Guaranty and Security Agreement. The information set forth in Annex 1-A to this Joinder Agreement is hereby added to the information set forth in Schedules 1 through 7 6 to the Pledge Guaranty and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Pledge Guaranty and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge Joinder Amendment shall be and become part of the Collateral referred to in the Pledge Guaranty 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) IV of the Pledge Guaranty and Security Agreement applicable to it is true and correct on and as of 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: as of the date first above written: [EACH GRANTOR PLEDGING ADDITIONAL COLLATERAL] By: Name: Title: ROYAL BANK OF CANADA, as Collateral Agent and Administrative Agent By: Name: Title: THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of _________ __, 20__, is entered into by and among each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), Royal Bank of Canada, as administrative agent (“Administrative Agent”), and Royal Bank of Canada, as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Lenders, the L/C Issuer and each other Secured Party (as defined in the Credit Agreement referred to below).

Pledged Debt Instruments. ISSUER DESCRIPTION OF DEBT CERTIFICATE NO(SIssuer Description of Debt Certificate No(s). FINAL MATURITY PRINCIPAL AMOUNT Final Maturity Principal Amount ACKNOWLEDGED AND AGREED as of the date first above written: CITICORP USA, CITIGROUP FINANCIAL PRODUCTS INC., as Administrative Agent By: ______________________ Name: Title: ANNEX 4 PLEDGE AND SECURITY AGREEMENT FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of _________ __, 20 20__, is delivered pursuant to Section 7.11 7.10 (Additional Grantors) of the Pledge and Security Agreement, dated as of May __April 28, 20072011 by KBS GKK Participation Holdings ii, by J. CREW OPERATING CORP., a Delaware corporation LLC (the “Operating”), J. CREW INC., a New Jersey corporation (“J. Crew”), ▇▇▇▇▇ ▇▇▇▇▇▇, INC., a Delaware corporation doing business as J. CREW RETAIL (“Retail”), H.F.D. NO. 55, INC., a Delaware corporation doing business as J. Crew Factory (“Factory”), ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (“Madewell”), J. CREW GROUP INC. (“Holdings”), J. CREW INTERNATIONAL, INC.(“JCISeller”) (each a “Grantor” and collectively the “Grantors”) Subsidiaries of the Seller listed on the signature pages thereof in favor of Citicorp USA, Inc., as agent for the Secured Parties referred to therein Citigroup Financial Products Inc. (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 7.11 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 AgentBuyer, 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 Guaranteed 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 1‑A is hereby added to the information set forth in Schedules 1 through 7 6 to the Pledge and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Pledge and Security Agreement and that the Pledged Collateral listed on Annex 1-A 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 Guaranteed 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.

Pledged Debt Instruments. ISSUER DESCRIPTION OF DEBT CERTIFICATE NO(SIssuer Description of Debt Certificate No(s). FINAL MATURITY PRINCIPAL AMOUNT Final Maturity Principal Amount ACKNOWLEDGED AND AGREED as of the date first above written: CITICORP USA▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE COMPANY, INC., as Administrative Agent By: ______________________ Name: Title: ANNEX 4 PLEDGE AND SECURITY AGREEMENT FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of _________ __, 20 20__, is delivered pursuant to Section 7.11 7.10 (Additional Grantors) of the Pledge and Security Agreement, dated as of May __April 28, 20072011 by KBS GKK Participation Holdings I, by J. CREW OPERATING CORP., a Delaware corporation LLC (the “OperatingSeller”), J. CREW INC., a New Jersey corporation (“J. Crew”), ▇▇▇▇▇ ▇▇▇▇▇▇, INC., a Delaware corporation doing business as J. CREW RETAIL (“Retail”), H.F.D. NO. 55, INC., a Delaware corporation doing business as J. Crew Factory (“Factory”), ▇) and the Subsidiaries of the Seller listed on the signature pages thereof in favor of ▇▇▇▇▇▇▇ Inc., a Delaware corporation (“Madewell”), J. CREW GROUP INC. (“Holdings”), J. CREW INTERNATIONAL, INC.(“JCI”) (each a “Grantor” and collectively the “Grantors”) in favor of Citicorp USA, Inc., as agent for the Secured Parties referred to therein Sachs Mortgage Company (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 7.11 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 AgentBuyer, 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 Guaranteed 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 1‑A is hereby added to the information set forth in Schedules 1 through 7 6 to the Pledge and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Pledge and Security Agreement and that the Pledged Collateral listed on Annex 1-A 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 Guaranteed 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.