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: CITIGROUP FINANCIAL PRODUCTS INC., as Buyer By: ______________________ Name: Title: 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 April 28, 2011 by KBS GKK Participation Holdings ii, LLC (the “Seller”) and the Subsidiaries of the Seller listed on the signature pages thereof in favor of the 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 7.10 (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 Buyer, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the 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 is hereby added to the information set forth in Schedules 1 through 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 to this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all 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(s). Final Maturity Principal Amount ACKNOWLEDGED AND AGREED as of the date first above written: CITIGROUP FINANCIAL PRODUCTS INC., as Buyer By: ______________________ Name: Title: ANNEX 4 2 TO PLEDGE GUARANTY AND SECURITY AGREEMENT FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of _________ __, 20__, is delivered pursuant to Section 7.10 (Additional Grantors) 8.6 of the Pledge Guaranty and Security Agreement, dated as of April 28November 17, 2011 2010, by KBS GKK Participation Holdings iiand among Francesca’s Collections, LLC (the “Seller”) and the Subsidiaries of the Seller listed on the signature pages thereof in favor of the Citigroup Financial Products Inc. (the “Pledge Borrower”), the undersigned Grantor and the other Affiliates of the Borrower from time to time party thereto as Grantors, Royal Bank of 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 “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 7.10 (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 Buyer, 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 Guaranteed 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 A to this Joinder Agreement is hereby added to the information set forth in Schedules 1 through 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 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 Guaranteed 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: ACKNOWLEDGED AND AGREED 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: XXXXX 0 XX XXXXXXXX AND SECURITY AGREEMENT FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT 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: CITIGROUP FINANCIAL PRODUCTS CITICORP USA, INC., as Buyer Administrative Agent By: ______________________ Name: Title: ANNEX 4 TO PLEDGE AND SECURITY AGREEMENT FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of _________ __, 20__20 , is delivered pursuant to Section 7.10 7.11 (Additional Grantors) of the Pledge and Security Agreement, dated as of April 28May __, 2011 2007, by KBS GKK Participation Holdings iiJ. CREW OPERATING CORP., LLC a Delaware corporation (“Operating”), J. CREW INC., a New Jersey corporation (“J. Crew”), XXXXX XXXXXX, 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”), Xxxxxxxx Inc., a Delaware corporation (“Madewell”), J. CREW GROUP INC. (“Holdings”), J. CREW INTERNATIONAL, INC.(“JCI”) (each a “Grantor” and collectively the “SellerGrantors”) and the Subsidiaries of the Seller listed on the signature pages thereof in favor of Citicorp USA, Inc., as agent for the Citigroup Financial Products Inc. 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 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 BuyerAdministrative 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 Guaranteed 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 1-A is hereby added to the information set forth in Schedules 1 through 6 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 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 Guaranteed 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 Certificate Final Principal Issuer Debt Certificate No(s). Final Maturity Principal Amount ACKNOWLEDGED AND AGREED Xxxxxx Acknowledged and Agreed as of the date first above written: CITIGROUP FINANCIAL PRODUCTS INC.Citicorp USA, Inc., as Buyer Collateral Agent By: ______________________ Name: Title: ANNEX 4 TO PLEDGE AND SECURITY AGREEMENT FORM OF JOINDER AGREEMENT Annex 2 to Second Amended and Restated Pledge and Security Agreement Form of Joinder Agreement This JOINDER AGREEMENTJoinder Agreement, dated as of _________ __, 20___, is delivered pursuant to Section 7.10 7.11 (Additional Grantors) of the Second Amended and Restated Pledge and Security Agreement, dated as of April 28November 23, 2011 2009, by KBS GKK Participation Holdings iiRevlon, LLC Inc., Revlon Consumer Products Corporation (the “SellerCompany”) and the Subsidiaries of the Seller Company listed on the signature pages thereof in favor of the Citigroup Financial Products Inc. Citicorp USA, Inc., as collateral agent for the Secured Parties referred to therein (as amended, restated, supplemented, renewed or otherwise modified from time to time, 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 7.11 (Additional Grantors) of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as a Grantor thereunder (and expressly assumes all obligations and liabilities of 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 Buyer, as collateral Collateral Agent the following security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the 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 is hereby added to the information set forth in Schedules 1 through 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 to this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all 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.interests:

Pledged Debt Instruments. Issuer Description of Debt Certificate No(s). Final Maturity Principal Amount ACKNOWLEDGED AND AGREED as of the date first above written: CITIGROUP FINANCIAL PRODUCTS INC.XXXXXXX XXXXX MORTGAGE COMPANY, as Buyer By: ______________________ Name: Title: 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 April 28, 2011 by KBS GKK Participation Holdings iiI, LLC (the “Seller”) and the Subsidiaries of the Seller listed on the signature pages thereof in favor of the Citigroup Financial Products Inc. Xxxxxxx 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 7.10 (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 Buyer, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the 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 is hereby added to the information set forth in Schedules 1 through 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 to this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all 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.