{"id":41044,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/guarantee-and-collateral-agreement-polo-ralph-lauren-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"guarantee-and-collateral-agreement-polo-ralph-lauren-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/guarantee-and-collateral-agreement-polo-ralph-lauren-corp-and.html","title":{"rendered":"Guarantee and Collateral Agreement &#8211; Polo Ralph Lauren Corp. and The Chase Manhattan Bank"},"content":{"rendered":"<pre>\n                       GUARANTEE AND COLLATERAL AGREEMENT\n\n\n                                     made by\n\n\n                          POLO RALPH LAUREN CORPORATION\n\n\n                         and certain of its Subsidiaries\n\n\n                                   in favor of\n\n\n                            THE CHASE MANHATTAN BANK,\n                                    as Agent\n\n\n\n                           Dated as of June ___, 1997\n\n\n\n\n\n\n\n\n                                                                                                                  \n                                TABLE OF CONTENTS\n\n                                                                                                                  Page\n\n\n                                                                                                              \n         SECTION 1.  DEFINED TERMS..............................................................................  1\n                  1.1  Definitions..............................................................................  1\n                  1.2  Other Definitional Provisions............................................................  3\n\n         SECTION 2.  GUARANTEE..................................................................................  4\n                  2.1  Guarantee................................................................................  4\n                  2.2  Right of Contribution....................................................................  5\n                  2.3  No Subrogation...........................................................................  5\n                  2.4  Amendments, etc. with respect to the Borrower Obligations................................  5\n                  2.5  Guarantee Absolute and Unconditional.....................................................  6\n                  2.6  Reinstatement............................................................................  6\n                  2.7  Payments.................................................................................  7\n\n         SECTION 3.  GRANT OF SECURITY INTEREST.................................................................  7\n\n         SECTION 4.  REPRESENTATIONS AND WARRANTIES.............................................................  7\n                  4.1  Representations in Credit Agreement......................................................  7\n                  4.2  Title; No Other Liens....................................................................  8\n                  4.3  Perfected First Priority Liens...........................................................  8\n                  4.4  Chief Executive Office...................................................................  8\n                  4.5  Farm Products............................................................................  8\n                  4.6  Receivables..............................................................................  8\n\n         SECTION 5.  COVENANTS..................................................................................  9\n                  5.1  Covenants in Credit Agreement............................................................  9\n                  5.2  Delivery of Instruments and Chattel Paper................................................  9\n                  5.3  Payment of Obligations...................................................................  9\n                  5.4  Maintenance of Perfected Security Interest; Further Documentation........................  9\n                  5.5  Changes in Locations, Name, etc.......................................................... 10\n                  5.6  Notices.................................................................................. 10\n                  5.7  Receivables.............................................................................. 10\n\n         SECTION 6.  REMEDIAL PROVISIONS........................................................................ 10\n                  6.1  Certain Matters Relating to Receivables.................................................. 11\n                  6.2  Communications with Obligors; Grantors Remain Liable..................................... 11\n                  6.3  Proceeds to be Turned Over To Agent...................................................... 12\n                  6.4  Application of Proceeds.................................................................. 12\n                  6.5  Code and Other Remedies.................................................................. 12\n                  6.6  Waiver; Deficiency....................................................................... 13\n\n\n                                      \n                                        i\n\n\n\n                                                                                                                 Page\n\n\n                                                                                                               \n         SECTION 7.  THE AGENT.................................................................................. 13\n                  7.1  Agent's Appointment as Attorney-in-Fact, etc............................................. 13\n                  7.2  Duty of Agent............................................................................ 15\n                  7.3  Execution of Financing Statements........................................................ 15\n                  7.4  Authority of Agent....................................................................... 16\n\n         SECTION 8.  MISCELLANEOUS.............................................................................. 16\n                  8.1  Amendments in Writing.................................................................... 16\n                  8.2  Notices.................................................................................. 16\n                  8.3  No Waiver by Course of Conduct; Cumulative Remedies...................................... 16\n                  8.4  Enforcement Expenses; Indemnification.................................................... 16\n                  8.5  Successors and Assigns................................................................... 17\n                  8.6  Set-Off.................................................................................. 17\n                  8.7  Counterparts............................................................................. 18\n                  8.8  Severability............................................................................. 18\n                  8.9  Section Headings......................................................................... 18\n                  8.10  Integration............................................................................. 18\n                  8.11  GOVERNING LAW........................................................................... 18\n                  8.12  Submission To Jurisdiction; Waivers..................................................... 18\n                  8.13  Acknowledgements........................................................................ 19\n                  8.14  WAIVER OF JURY TRIAL.................................................................... 19\n                  8.15  Additional Guarantors; Additional Grantors.............................................. 19\n                  8.16  Releases................................................................................ 20\n\n\n\n                                       ii\n\n                       GUARANTEE AND COLLATERAL AGREEMENT\n\n                  GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 9, 1997,\nmade by Polo Ralph Lauren Corporation (the 'Company') and each of the other\nsignatories hereto (together with any other entity that may become a party\nhereto as provided herein but excluding the Company, the 'Guarantors'), in favor\nof THE CHASE MANHATTAN BANK, as agent (in such capacity, the 'Agent') for the\nbanks and other financial institutions (the 'Lenders') from time to time parties\nto the Credit Agreement, dated as of June 9, 1997 (as amended, supplemented or\notherwise modified from time to time, the 'Credit Agreement'), among the\nCompany, the Lenders and the Agent.\n\n\n                              W I T N E S S E T H:\n\n                  WHEREAS, pursuant to the Credit Agreement, the Lenders have\nseverally agreed to make extensions of credit to the Company upon the terms and\nsubject to the conditions set forth therein;\n\n                  WHEREAS, the Company is a member of an affiliated group of\ncompanies that includes each Guarantor;\n\n                  WHEREAS, the proceeds of the extensions of credit under the\nCredit Agreement will be used in part to enable the Company to make valuable\ntransfers to one or more of the other Guarantors in connection with the\noperation of their respective businesses;\n\n                  WHEREAS, the Company and the Guarantors are engaged in related\nbusinesses, and the Company and each Guarantor will derive substantial direct\nand indirect benefit from the making of the extensions of credit under the\nCredit Agreement; and\n\n                  WHEREAS, it is a condition precedent to the obligation of the\nLenders to make their respective extensions of credit to the Company under the\nCredit Agreement that the Company and the Guarantors shall have executed and\ndelivered this Agreement to the Agent for the ratable benefit of the Lenders;\n\n                  NOW, THEREFORE, in consideration of the premises and to induce\nthe Agent and the Lenders to enter into the Credit Agreement and to induce the\nLenders to make their respective extensions of credit to the Company thereunder,\nthe Company and each Guarantor hereby agrees with the Agent, for the ratable\nbenefit of the Lenders, as follows:\n\n                            SECTION 1. DEFINED TERMS\n\n                  1.1 Definitions. (a) Unless otherwise defined herein, terms\ndefined in the Credit Agreement and used herein shall have the meanings given to\nthem in the Credit Agreement, and the following terms which are defined in the\nUniform Commercial Code in effect in the State of New York on the date hereof\nare used herein as so defined: Accounts, Chattel Paper, Farm Products,\nInstruments and Proceeds.\n\n                                                                               2\n\n                                                                                \n\n\n\n                  (b) The following terms shall have the following meanings:\n\n                  'Agreement': this Guarantee and Collateral Agreement, as the\n         same may be amended, supplemented or otherwise modified from time to\n         time.\n\n                  'Borrower Obligations': the collective reference to the unpaid\n         principal of and interest on the Loans, the Acceptance Reimbursement\n         Obligations, the Letter of Credit Reimbursement Obligations and all\n         other obligations and liabilities of the Company (including, without\n         limitation, interest accruing at the then applicable rate provided in\n         the Credit Agreement after the maturity of the Loans, the Acceptance\n         Reimbursement Obligations, the Letter of Credit Reimbursement\n         Obligations and interest accruing at the then applicable rate provided\n         in the Credit Agreement after the filing of any petition in bankruptcy,\n         or the commencement of any insolvency, reorganization or like\n         proceeding, relating to the Company, whether or not a claim for\n         post-filing or post-petition interest is allowed in such proceeding) to\n         the Agent or any Lender (or, in the case of any Hedge Agreement\n         referred to below, any Affiliate of any Lender), whether direct or\n         indirect, absolute or contingent, due or to become due, or now existing\n         or hereafter incurred, which may arise under, out of, or in connection\n         with, the Credit Agreement, this Agreement, the other Credit Documents,\n         any Letter of Credit, any Acceptance or any Hedge Agreement entered\n         into by the Company with any Lender (or any Affiliate of any Lender) or\n         any other document made, delivered or given in connection therewith, in\n         each case whether on account of principal, interest, reimbursement\n         obligations, fees, indemnities, costs, expenses or otherwise\n         (including, without limitation, all fees and disbursements of counsel\n         to the Agent or to the Lenders that are required to be paid by the\n         Company pursuant to the terms of any of the foregoing agreements).\n\n                  'Collateral':  as defined in Section 3.\n\n                  'Collateral Account': any collateral account established by\n         the Agent as provided in Section 6.1 or 6.4.\n\n                  'Fully Satisfied': shall mean, with respect to the Obligations\n         as of any date, that, on or before such date, (a) the principal of and\n         interest accrued to such date on such Obligations (other than Letters\n         of Credit and Acceptances that have been cash collateralized in\n         accordance with Section 6.20 of the Credit Agreement) shall have been\n         paid in full in cash, (b) all fees, expenses and other amounts then due\n         and payable which constituted Obligations (other than Letters of Credit\n         and Acceptances that have been cash collateralized in accordance with\n         Section 6.20 of the Credit Agreement) shall have been paid in full in\n         cash, (c) the Revolving Credit Obligations shall have expired or\n         irrevocably been terminated and (d) any Letters of Credit or Acceptance\n         outstanding on the Termination Date shall have been cash collateralized\n         in accordance with Section 6.20 of the Credit Agreement; provided,\n         however, that, on such date, none of the Agent or the Lenders shall\n         have made any claims in respect of\n\n                                                                               3\n                                                                                \n\n\n\n         Obligations against the Company or any Guarantor under any provision of\n         any of the Credit Documents that has not been cash collateralized by an\n         amount sufficient in the reasonable judgment of the Agent and such\n         Lender to secure such claim.\n\n                  'Grantors': the collective reference to the Company and each\n         Guarantor that executes and delivers a Grantor Assumption Agreement in\n         the form of Annex 2 hereto.\n\n\n                  'Guarantor Obligations': with respect to any Guarantor, the\n         collective reference to (i) the Borrower Obligations and (ii) all\n         obligations and liabilities of such Guarantor which may arise under or\n         in connection with this Agreement or any other Credit Document to which\n         such Guarantor is a party, in each case whether on account of guarantee\n         obligations, reimbursement obligations, fees, indemnities, costs,\n         expenses or otherwise (including, without limitation, all fees and\n         disbursements of counsel to the Agent or to the Lenders that are\n         required to be paid by such Guarantor pursuant to the terms of this\n         Agreement or any other Credit Document).\n\n                  'Hedge Agreements': as to any Person, all interest rate\n         protection agreements, interest rate futures, interest rate options,\n         interest rate swaps, caps or collar agreements or other interest rate\n         hedge arrangements or other similar agreements or arrangements entered\n         into by such Person providing for protection against fluctuations in\n         interest rates or currency exchange rates or the exchange of nominal\n         interest obligations, either generally or under specific contingencies.\n\n                  'New York UCC': the Uniform Commercial Code as from time to\n         time in effect in the State of New York.\n\n                  'Obligations': (i) in the case of the Company, the Borrower\n         Obligations, and (ii) in the case of each Guarantor, its Guarantor\n         Obligations.\n\n                  'Receivable': any right to payment for goods sold or leased or\n         for services rendered, whether or not such right is evidenced by an\n         Instrument or Chattel Paper and whether or not it has been earned by\n         performance (including, without limitation, any Account); provided that\n         'Receivables' shall exclude any right to payment for goods sold at\n         retail to individuals for personal use; provided, further, that\n         Receivables of any Grantor other than the Company shall be limited to\n         Receivables solely in respect of menswear distributed under the Polo by\n         Ralph Lauren, Polo Sport, Ralph Lauren\/Purple Label Collection and Polo\n         Golf brands.\n\n                  'Securities Act':  the Securities Act of 1933, as amended.\n\n                  1.2 Other Definitional Provisions. (a) The words 'hereof,'\n         'herein', 'hereto' and 'hereunder' and words of similar import when\n         used in this Agreement shall refer to this\n\n                                                                               4\n                                                                                \n\n\n\nAgreement as a whole and not to any particular provision of this Agreement, and\nSection and Schedule references are to this Agreement unless otherwise\nspecified.\n\n                  (b) The meanings given to terms defined herein shall be\nequally applicable to both the singular and plural forms of such terms.\n\n\n                              SECTION 2. GUARANTEE\n\n                  2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and\nseverally, unconditionally and irrevocably, guarantees to the Agent, for the\nratable benefit of the Lenders and their respective successors, indorsees,\ntransferees and assigns, the prompt and complete payment and performance by the\nCompany when due (whether at the stated maturity, by acceleration or otherwise)\nof the Borrower Obligations.\n\n                  (b) Anything herein or in any other Credit Document to the\ncontrary notwithstanding, the maximum liability of each Guarantor hereunder and\nunder the other Credit Documents shall in no event exceed the amount which can\nbe guaranteed by such Guarantor under applicable federal and state laws relating\nto the insolvency of debtors (after giving effect to the right of contribution\nestablished in Section 2.2).\n\n                  (c) Each Guarantor agrees that the Borrower Obligations may at\nany time and from time to time exceed the amount of the liability of such\nGuarantor hereunder without impairing the guarantee contained in this Section 2\nor affecting the rights and remedies of the Agent or any Lender hereunder.\n\n                  (d) The guarantee contained in this Section 2 shall remain in\nfull force and effect until all the Guarantor Obligations shall have been Fully\nSatisfied, notwithstanding that from time to time during the term of the Credit\nAgreement the Company may be free from any Borrower Obligations.\n\n                  (e) No payment made by the Company, any of the Guarantors, any\nother guarantor or any other Person or received or collected by the Agent or any\nLender from the Company, any of the Guarantors, any other guarantor or any other\nPerson by virtue of any action or proceeding or any set-off or appropriation or\napplication at any time or from time to time in reduction of or in payment of\nthe Borrower Obligations shall be deemed to modify, reduce, release or otherwise\naffect the liability of any Guarantor hereunder which shall, notwithstanding any\nsuch payment (other than any payment made by such Guarantor in respect of the\nBorrower Obligations or any payment received or collected from such Guarantor in\nrespect of the Borrower Obligations), remain liable for the Borrower Obligations\nup to the maximum liability of such Guarantor hereunder until the Borrower\nObligations are paid in full, no Letter of Credit or Acceptance shall be\noutstanding and the Revolving Credit Commitments are terminated.\n\n                                                                               5\n                                                                                \n\n\n\n                  2.2 Right of Contribution. Each Guarantor hereby agrees that\nto the extent that a Guarantor shall have paid more than its proportionate share\nof any payment made hereunder, such Guarantor shall be entitled to seek and\nreceive contribution from and against any other Guarantor hereunder which has\nnot paid its proportionate share of such payment. Each Guarantor's right of\ncontribution shall be subject to the terms and conditions of Section 2.3. The\nprovisions of this Section 2.2 shall in no respect limit the obligations and\nliabilities of any Guarantor to the Agent and the Lenders, and each Guarantor\nshall remain liable to the Agent and the Lenders for the full amount guaranteed\nby such Guarantor hereunder.\n\n                  2.3 No Subrogation. Notwithstanding any payment made by any\nGuarantor hereunder or any set-off or application of funds of any Guarantor by\nthe Agent or any Lender, no Guarantor shall be entitled to be subrogated to any\nof the rights of the Agent or any Lender against the Company or any other\nGuarantor or any collateral security or guarantee or right of offset held by the\nAgent or any Lender for the payment of the Borrower Obligations, nor shall any\nGuarantor seek or be entitled to seek any contribution or reimbursement from the\nCompany or any other Guarantor in respect of payments made by such Guarantor\nhereunder, until all amounts owing to the Agent and the Lenders by the Company\non account of the Borrower Obligations are paid in full, no Letter of Credit or\nAcceptance shall be outstanding and the Revolving Credit Commitments are\nterminated. If any amount shall be paid to any Guarantor on account of such\nsubrogation rights at any time when all of the Borrower Obligations shall not\nhave been paid in full, such amount shall be held by such Guarantor in trust for\nthe Agent and the Lenders, segregated from other funds of such Guarantor, and\nshall, forthwith upon receipt by such Guarantor, be turned over to the Agent in\nthe exact form received by such Guarantor (duly indorsed by such Guarantor to\nthe Agent, if required), to be applied against the Borrower Obligations, whether\nmatured or unmatured, in such order as the Agent may determine.\n\n                  2.4 Amendments, etc. with respect to the Borrower Obligations.\nEach Guarantor shall remain obligated hereunder notwithstanding that, without\nany reservation of rights against any Guarantor and without notice to or further\nassent by any Guarantor, any demand for payment of any of the Borrower\nObligations made by the Agent or any Lender may be rescinded by the Agent or\nsuch Lender and any of the Borrower Obligations continued, and the Borrower\nObligations, or the liability of any other Person upon or for any part thereof,\nor any collateral security or guarantee therefor or right of offset with respect\nthereto, may, from time to time, in whole or in part, be renewed, extended,\namended, modified, accelerated, compromised, waived, surrendered or released by\nthe Agent or any Lender, and the Credit Agreement and the other Credit Documents\nand any other documents executed and delivered in connection therewith may be\namended, modified, supplemented or terminated, in whole or in part, as the Agent\n(or the Required Lenders or all Lenders, as the case may be) may deem advisable\nfrom time to time, and any collateral security, guarantee or right of offset at\nany time held by the Agent or any Lender for the payment of the Borrower\nObligations may be sold, exchanged, waived, surrendered or released. Neither the\nAgent nor any Lender shall have any obligation to protect, secure, perfect or\ninsure any Lien at any time\n\n                                                                               6\n\n                                                                                \n\n\n\nheld by it as security for the Borrower Obligations or for the guarantee\ncontained in this Section 2 or any property subject thereto.\n\n                  2.5 Guarantee Absolute and Unconditional. Each Guarantor\nwaives any and all notice of the creation, renewal, extension or accrual of any\nof the Borrower Obligations and notice of or proof of reliance by the Agent or\nany Lender upon the guarantee contained in this Section 2 or acceptance of the\nguarantee contained in this Section 2; the Borrower Obligations, and any of\nthem, shall conclusively be deemed to have been created, contracted or incurred,\nor renewed, extended, amended or waived, in reliance upon the guarantee\ncontained in this Section 2; and all dealings between the Company and any of the\nGuarantors, on the one hand, and the Agent and the Lenders, on the other hand,\nlikewise shall be conclusively presumed to have been had or consummated in\nreliance upon the guarantee contained in this Section 2. Each Guarantor waives\ndiligence, presentment, protest, demand for payment and notice of default or\nnonpayment to or upon the Company or any of the Guarantors with respect to the\nBorrower Obligations. Each Guarantor understands and agrees that the guarantee\ncontained in this Section 2 shall be construed as a continuing, absolute and\nunconditional guarantee of payment without regard to (a) the validity or\nenforceability of the Credit Agreement or any other Credit Document, any of the\nBorrower Obligations or any other collateral security therefor or guarantee or\nright of offset with respect thereto at any time or from time to time held by\nthe Agent or any Lender, (b) any defense, set-off or counterclaim (other than a\ndefense of payment or performance) which may at any time be available to or be\nasserted by the Company or any other Person against the Agent or any Lender, or\n(c) any other circumstance whatsoever (with or without notice to or knowledge of\nthe Company or such Guarantor) which constitutes, or might be construed to\nconstitute, an equitable or legal discharge of the Company for the Borrower\nObligations, or of such Guarantor under the guarantee contained in this Section\n2, in bankruptcy or in any other instance. When making any demand hereunder or\notherwise pursuing its rights and remedies hereunder against any Guarantor, the\nAgent or any Lender may, but shall be under no obligation to, make a similar\ndemand on or otherwise pursue such rights and remedies as it may have against\nthe Company, any other Guarantor or any other Person or against any collateral\nsecurity or guarantee for the Borrower Obligations or any right of offset with\nrespect thereto, and any failure by the Agent or any Lender to make any such\ndemand, to pursue such other rights or remedies or to collect any payments from\nthe Company, any other Guarantor or any other Person or to realize upon any such\ncollateral security or guarantee or to exercise any such right of offset, or any\nrelease of the Company, any other Guarantor or any other Person or any such\ncollateral security, guarantee or right of offset, shall not relieve any\nGuarantor of any obligation or liability hereunder, and shall not impair or\naffect the rights and remedies, whether express, implied or available as a\nmatter of law, of the Agent or any Lender against any Guarantor. For the\npurposes hereof 'demand' shall include the commencement and continuance of any\nlegal proceedings.\n\n                  2.6 Reinstatement. The guarantee contained in this Section 2\nshall continue to be effective, or be reinstated, as the case may be, if at any\ntime payment, or any part thereof, of any of the Borrower Obligations is\nrescinded or must otherwise be restored or returned by\n\n                                                                               7\n\n                                                                                \n\n\n\nthe Agent or any Lender upon the insolvency, bankruptcy, dissolution,\nliquidation or reorganization of the Company or any Guarantor, or upon or as a\nresult of the appointment of a receiver, intervenor or conservator of, or\ntrustee or similar officer for, the Company or any Guarantor or any substantial\npart of its property, or otherwise, all as though such payments had not been\nmade.\n\n                  2.7 Payments. Each Guarantor hereby guarantees that payments\nhereunder will be paid to the Agent without set-off or counterclaim in Dollars\nat the office of the Agent located at 270 Park Avenue, New York, New York 10017.\n\n\n                      SECTION 3. GRANT OF SECURITY INTEREST\n\n                  Each Grantor hereby assigns and transfers to the Agent, and\nhereby grants to the Agent, for the ratable benefit of the Lenders, a security\ninterest in, all of the following property now owned or at any time hereafter\nacquired by such Grantor or in which such Grantor now has or at any time in the\nfuture may acquire any right, title or interest (collectively, the\n'Collateral'), as collateral security for the prompt and complete payment and\nperformance when due (whether at the stated maturity, by acceleration or\notherwise) of such Grantor's Obligations,:\n\n                  (a)  all Receivables;\n\n                  (b)  all books and records pertaining to the Collateral; and\n\n                  (c) to the extent not otherwise included, all Proceeds and\n         products of any and all of the foregoing and all collateral security\n         and guarantees given by any Person with respect to any of the\n         foregoing.\n\n\n                    SECTION 4. REPRESENTATIONS AND WARRANTIES\n\n                  To induce the Agent and the Lenders to enter into the Credit\nAgreement and to induce the Lenders to make their respective extensions of\ncredit to the Company thereunder, the Company and each Guarantor hereby\nrepresents and warrants to the Agent and each Lender that:\n\n                  4.1 Representations in Credit Agreement. In the case of each\nGuarantor, the representations and warranties set forth in subsection 8 of the\nCredit Agreement as they relate to such Guarantor or to the Credit Documents to\nwhich such Guarantor is a party, each of which is hereby incorporated herein by\nreference, are true and correct, and the Agent and each Lender shall be entitled\nto rely on each of them as if they were fully set forth herein, provided that\neach reference in each such representation and warranty to the Company's\n\n                                                                               8\n\n                                                                                \n\n\n\nknowledge shall, for the purposes of this Section 4.1, be deemed to be a\nreference to such Guarantor's knowledge.\n\n                  4.2 Title; No Other Liens. Except for the security interest\ngranted to the Agent for the ratable benefit of the Lenders pursuant to this\nAgreement and the other Liens permitted to exist on the Collateral by the Credit\nAgreement, each Grantor owns each item of the Collateral free and clear of any\nand all Liens or claims of others. No financing statement or other public notice\nwith respect to all or any part of the Collateral is on file or of record in any\npublic office, except such as have been filed in favor of the Agent, for the\nratable benefit of the Lenders, pursuant to this Agreement or as are permitted\nby the Credit Agreement.\n\n                  4.3 Perfected First Priority Liens. In the case of each\nGrantor, the security interests granted pursuant to this Agreement (a) upon\ncompletion of the filings and other actions specified on Schedule 2 (which, in\nthe case of all filings and other documents referred to on said Schedule, have\nbeen delivered to the Agent in completed and duly executed form) will constitute\nvalid perfected security interests in all of the Collateral in favor of the\nAgent, for the ratable benefit of the Lenders, as collateral security for such\nGrantor's Obligations, enforceable in accordance with the terms hereof against\nall creditors of such Grantor and any Persons purporting to purchase any\nCollateral from such Grantor (except as to the ability of the Agent, for the\nratable benefit of the Lenders, to have the U.S. federal government make\npayments directly to the Agent, for the ratable benefit of the Lenders, in\nrespect of Receivables arising under contracts with the U.S. federal government\nas to which no filing has been or will be made under the Federal Assignment of\nClaims Act) and (b) are prior to all other Liens on the Collateral in existence\non the date hereof except for (i) unrecorded Liens permitted by the Credit\nAgreement which have priority over the Liens on the Collateral created hereby by\noperation of law and (ii) Liens permitted under subsection 10.5 of the Credit\nAgreement which have priority over the Liens on the Collateral created hereby by\noperation of law.\n\n                  4.4 Chief Executive Office. In the case of each Grantor, on\nthe date hereof, such Grantor's jurisdiction of organization and the location of\nsuch Grantor's chief executive office or sole place of business are specified on\nSchedule 3.\n\n                  4.5 Farm Products. None of the Collateral constitutes, or is\nthe Proceeds of, Farm Products.\n\n                  4.6 Receivables. (a) In the case of each Grantor, no amount\npayable to such Grantor under or in connection with any Receivable is evidenced\nby any Instrument or Chattel Paper which has not been delivered to the Agent.\n\n                  (b) In the case of each Grantor, the amounts represented by\nsuch Grantor to the Lenders from time to time as owing to such Grantor in\nrespect of the Receivables will at such times be accurate.\n\n                                                                               9\n\n                                                                                \n\n\n\n\n                              SECTION 5. COVENANTS\n\n                  The Company and each Guarantor covenants and agrees with the\nAgent and the Lenders that, from and after the date of this Agreement until the\nObligations shall have been Fully Satisfied:\n\n                  5.1 Covenants in Credit Agreement. In the case of each\nGuarantor, such Guarantor shall take, or shall refrain from taking, as the case\nmay be, each action that is necessary to be taken or not taken, as the case may\nbe, so that no Default or Event of Default is caused by the failure to take such\naction or to refrain from taking such action by such Guarantor or any of its\nSubsidiaries.\n\n                  5.2 Delivery of Instruments and Chattel Paper. If any amount\npayable under or in connection with any of the Collateral shall be or become\nevidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper\nshall be immediately delivered to the Agent, duly indorsed in a manner\nsatisfactory to the Agent, to be held as Collateral pursuant to this Agreement.\n\n                  5.3 Payment of Obligations. In the case of each Grantor, such\nGrantor will pay and discharge or otherwise satisfy at or before maturity or\nbefore they become delinquent, as the case may be, all taxes, assessments and\ngovernmental charges or levies imposed upon the Collateral or in respect of\nincome or profits therefrom, as well as all claims of any kind (including,\nwithout limitation, claims for labor, materials and supplies) against or with\nrespect to the Collateral, except that no such charge need be paid if the amount\nor validity thereof is currently being contested in good faith by appropriate\nproceedings, reserves in conformity with GAAP with respect thereto have been\nprovided on the books of such Grantor and such proceedings could not reasonably\nbe expected to result in the sale, forfeiture or loss of any material portion of\nthe Collateral or any interest therein.\n\n                  5.4 Maintenance of Perfected Security Interest; Further\nDocumentation. (a) In the case of each Grantor, such Grantor shall maintain the\nsecurity interest created by this Agreement as a perfected security interest\nhaving at least the priority described in Section 4.3 and shall defend such\nsecurity interest against the claims and demands of all Persons whomsoever.\n\n                  (b) Such Grantor will furnish to the Agent and the Lenders\nfrom time to time statements and schedules further identifying and describing\nthe Collateral and such other reports in connection with the Collateral as the\nAgent may reasonably request, all in reasonable detail.\n\n                  (c) At any time and from time to time, upon the written\nrequest of the Agent, and at the sole expense of each Grantor, such Grantor,\nwill promptly and duly execute and deliver, and have recorded, such further\ninstruments and documents and take such further actions as the Agent may\nreasonably request for the purpose of obtaining or preserving the\n\n                                                                              10\n\n                                                                                \n\n\n\nfull benefits of this Agreement and of the rights and powers herein granted,\nincluding, without limitation, the filing of any financing or continuation\nstatements under the Uniform Commercial Code (or other similar laws) in effect\nin any jurisdiction with respect to the security interests created hereby.\n\n                  5.5 Changes in Locations, Name, etc. In the case of each\nGrantor, such Grantor will not, except upon 15 days' prior written notice to the\nAgent and delivery to the Agent of all additional executed financing statements\nand other documents reasonably requested by the Agent to maintain the validity,\nperfection and priority of the security interests provided for herein:\n\n                  (i) change the location of its chief executive office or sole\n         place of business from that referred to in Section 4.4; or\n\n                  (ii) change its name, identity or corporate structure to such\n         an extent that any financing statement filed by the Agent in connection\n         with this Agreement would become misleading.\n\n                  5.6 Notices. In the case of each Grantor, such Grantor will\nadvise the Agent and the Lenders promptly, in reasonable detail, of:\n\n                  (a) any Lien (other than security interests created hereby or\nLiens permitted under the Credit Agreement) on any of the Collateral which would\nadversely affect the ability of the Agent to exercise any of its remedies\nhereunder; and\n\n                  (b) of the occurrence of any other event which could\nreasonably be expected to have a material adverse effect on the aggregate value\nof the Collateral or on the security interests created hereby.\n\n                  5.7 Receivables. (a) In the case of each Grantor, other than\nin the ordinary course of business consistent with its past practice, such\nGrantor will not (i) grant any extension of the time of payment of any\nReceivable, (ii) compromise or settle any Receivable for less than the full\namount thereof, (iii) release, wholly or partially, any Person liable for the\npayment of any Receivable, (iv) allow any credit or discount whatsoever on any\nReceivable or (v) amend, supplement or modify any Receivable in any manner that\ncould adversely affect the value thereof.\n\n                  (b) Such Grantor will deliver to the Agent a copy of each\nmaterial demand, notice or document received by it that questions or calls into\ndoubt the validity or enforceability of more than 5% of the aggregate amount of\nthe then outstanding Receivables.\n\n\n                         SECTION 6. REMEDIAL PROVISIONS\n\n                                                                              11\n                                                                                \n\n\n\n                  6.1 Certain Matters Relating to Receivables. (a) The Agent\nshall have the right to make test verifications of the Receivables in any manner\nand through any medium that it reasonably considers advisable, and each Grantor\nshall furnish all such assistance and information as the Agent may require in\nconnection with such test verifications. At any time and from time to time, upon\nthe Agent's request and at the expense of the relevant Grantor, such Grantor\nshall cause independent public accountants or others satisfactory to the Agent\nto furnish to the Agent reports showing reconciliations, aging and test\nverifications of, and trial balances for, the Receivables.\n\n                  (b) The Agent hereby authorizes each Grantor to collect such\nGrantor's Receivables, subject to the Agent's direction and control, and the\nAgent may curtail or terminate said authority at any time after the occurrence\nand during the continuance of an Event of Default. If required by the Agent at\nany time after the occurrence and during the continuance of an Event of Default,\nany payments of Receivables, when collected by any Grantor, (i) shall be\nforthwith (and, in any event, within two Business Days) deposited by such\nGrantor in the exact form received, duly indorsed by such Grantor to the Agent\nif required, in a Collateral Account maintained under the sole dominion and\ncontrol of the Agent, subject to withdrawal by the Agent for the account of the\nLenders only as provided in Section 6.4, and (ii) until so turned over, shall be\nheld by such Grantor in trust for the Agent and the Lenders, segregated from\nother funds of such Grantor. Each such deposit of Proceeds of Receivables shall\nbe accompanied by a report identifying in reasonable detail the nature and\nsource of the payments included in the deposit.\n\n                  (c) At the Agent's request, each Grantor shall deliver to the\nAgent all original and other documents evidencing, and relating to, the\nagreements and transactions which gave rise to the Receivables, including,\nwithout limitation, all original orders, invoices and shipping receipts.\n\n                  6.2 Communications with Obligors; Grantors Remain Liable. (a)\nThe Agent in its own name or in the name of others may at any time after the\noccurrence and during the continuance of an Event of Default communicate with\nobligors under the Receivables to verify with them to the Agent's satisfaction\nthe existence, amount and terms of any Receivables.\n\n                  (b) Upon the request of the Agent at any time after the\noccurrence and during the continuance of an Event of Default, each Grantor shall\nnotify obligors on the Receivables that the Receivables have been assigned to\nthe Agent for the ratable benefit of the Lenders and that payments in respect\nthereof shall be made directly to the Agent.\n\n                  (c) Anything herein to the contrary notwithstanding, each\nGrantor shall remain liable under each of the Receivables to observe and perform\nall the conditions and obligations to be observed and performed by it\nthereunder, all in accordance with the terms of any agreement giving rise\nthereto. Neither the Agent nor any Lender shall have any obligation or liability\nunder any Receivable (or any agreement giving rise thereto) by reason of or\narising\n\n                                                                              12\n\n                                                                                \n\n\n\nout of this Agreement or the receipt by the Agent or any Lender of any payment\nrelating thereto, nor shall the Agent or any Lender be obligated in any manner\nto perform any of the obligations of any Grantor under or pursuant to any\nReceivable (or any agreement giving rise thereto), to make any payment, to make\nany inquiry as to the nature or the sufficiency of any payment received by it or\nas to the sufficiency of any performance by any party thereunder, to present or\nfile any claim, to take any action to enforce any performance or to collect the\npayment of any amounts which may have been assigned to it or to which it may be\nentitled at any time or times.\n\n                  6.3 Proceeds to be Turned Over To Agent. In addition to the\nrights of the Agent and the Lenders specified in Section 6.1 with respect to\npayments of Receivables, if an Event of Default shall occur and be continuing,\nall Proceeds received by any Grantor consisting of cash, checks and other\nnear-cash items shall be held by such Grantor in trust for the Agent and the\nLenders, segregated from other funds of such Grantor, and shall, forthwith upon\nreceipt by such Guarantor, be turned over to the Agent in the exact form\nreceived by such Guarantor (duly indorsed by such Grantor to the Agent, if\nrequired). All Proceeds received by the Agent hereunder shall be held by the\nAgent in a Collateral Account maintained under its sole dominion and control.\nAll Proceeds while held by the Agent in a Collateral Account (or by such Grantor\nin trust for the Agent and the Lenders) shall continue to be held as collateral\nsecurity for all the Obligations and shall not constitute payment thereof until\napplied as provided in Section 6.4.\n\n                  6.4 Application of Proceeds. If an Event of Default shall have\noccurred and be continuing, at any time at the Agent's election, the Agent may\napply all or any part of Proceeds held in any Collateral Account in payment of\nthe Obligations in such order as the Agent may elect, and any part of such funds\nwhich the Agent elects not so to apply and deems not required as collateral\nsecurity for the Obligations shall be paid over from time to time by the Agent\nto the Company or to whomsoever may be lawfully entitled to receive the same.\nAny balance of such Proceeds remaining after the Obligations shall have been\nFully Satisfied shall be paid over to the Company or to whomsoever may be\nlawfully entitled to receive the same.\n\n                  6.5 Code and Other Remedies. If an Event of Default shall\noccur and be continuing, the Agent, on behalf of the Lenders, may exercise, in\naddition to all other rights and remedies granted to them in this Agreement and\nin any other instrument or agreement securing, evidencing or relating to the\nObligations, all rights and remedies of a secured party under the New York UCC\nor any other applicable law. Without limiting the generality of the foregoing,\nthe Agent, without demand of performance or other demand, presentment, protest,\nadvertisement or notice of any kind (except any notice required by law referred\nto below) to or upon any Grantor or any other Person (all and each of which\ndemands, defenses, advertisements and notices are hereby waived), may in such\ncircumstances forthwith collect, receive, appropriate and realize upon the\nCollateral, or any part thereof, and\/or may forthwith sell, lease, assign, give\noption or options to purchase, or otherwise dispose of and deliver the\nCollateral or any part thereof (or contract to do any of the foregoing), in one\nor more parcels\n\n                                                                              13\n                                                                                \n\n\n\nat public or private sale or sales, at any exchange, broker's board or office of\nthe Agent or any Lender or elsewhere upon such terms and conditions as it may\ndeem advisable and at such prices as it may deem best, for cash or on credit or\nfor future delivery without assumption of any credit risk. The Agent or any\nLender shall have the right upon any such public sale or sales, and, to the\nextent permitted by law, upon any such private sale or sales, to purchase the\nwhole or any part of the Collateral so sold, free of any right or equity of\nredemption in any Grantor, which right or equity is hereby waived and released.\nEach Grantor further agrees, at the Agent's request, to assemble the Collateral\nand make it available to the Agent at places which the Agent shall reasonably\nselect, whether at such Grantor's premises or elsewhere. The Agent shall apply\nthe net proceeds of any action taken by it pursuant to this Section 6.5, after\ndeducting all reasonable costs and expenses of every kind incurred in connection\ntherewith or incidental to the care or safekeeping of any of the Collateral or\nin any way relating to the Collateral or the rights of the Agent and the Lenders\nhereunder, including, without limitation, reasonable attorneys' fees and\ndisbursements, to the payment in whole or in part of the Obligations, in such\norder as the Agent may elect, and only after such application and after the\npayment by the Agent of any other amount required by any provision of law,\nincluding, without limitation, Section 9-504(1)(c) of the New York UCC, need the\nAgent account for the surplus, if any, to any Grantor. To the extent permitted\nby applicable law, each Grantor waives all claims, damages and demands it may\nacquire against the Agent or any Lender arising out of the exercise by them of\nany rights hereunder. If any notice of a proposed sale or other disposition of\nCollateral shall be required by law, such notice shall be deemed reasonable and\nproper if given at least 10 days before such sale or other disposition.\n\n                  6.6 Waiver; Deficiency. Each Grantor waives and agrees not to\nassert any rights or privileges which it may acquire under Section 9-112 of the\nNew York UCC. Each Grantor shall remain liable for any deficiency if the\nproceeds of any sale or other disposition of the Collateral are insufficient to\npay its Obligations and the fees and disbursements of any attorneys employed by\nthe Agent or any Lender to collect such deficiency.\n\n\n                              SECTION 7. THE AGENT\n\n                  7.1 Agent's Appointment as Attorney-in-Fact, etc. (a) Each\nGrantor hereby irrevocably constitutes and appoints the Agent and any officer or\nagent thereof, with full power of substitution, as its true and lawful\nattorney-in-fact with full irrevocable power and authority in the place and\nstead of such Grantor and in the name of such Grantor or in its own name, for\nthe purpose of carrying out the terms of this Agreement, to take any and all\nappropriate action and to execute any and all documents and instruments which\nmay be necessary or desirable to accomplish the purposes of this Agreement, and,\nwithout limiting the generality of the foregoing, each Grantor hereby gives the\nAgent the power and right, on behalf of such Grantor, without notice to or\nassent by such Grantor, to do any or all of the following:\n\n                                                                              14\n                                                                                \n\n\n\n                  (i) in the name of such Grantor or its own name, or otherwise,\n         take possession of and indorse and collect any checks, drafts, notes,\n         acceptances or other instruments for the payment of moneys due under\n         any Receivable or with respect to any other Collateral and file any\n         claim or take any other action or proceeding in any court of law or\n         equity or otherwise deemed appropriate by the Agent for the purpose of\n         collecting any and all such moneys due under any Receivable or with\n         respect to any other Collateral whenever payable;\n\n                  (ii) upon such Grantor's failure to do so, pay or discharge\n         taxes and Liens levied or placed on or threatened against the\n         Collateral, effect any repairs or any insurance called for by the terms\n         of this Agreement and pay all or any part of the premiums therefor and\n         the costs thereof;\n\n                  (iii) execute, in connection with any sale provided for in\n         Section 6.5, any indorsements, assignments or other instruments of\n         conveyance or transfer with respect to the Collateral; and\n\n                  (iv) (1) direct any party liable for any payment under any of\n         the Collateral to make payment of any and all moneys due or to become\n         due thereunder directly to the Agent or as the Agent shall direct; (2)\n         ask or demand for, collect, and receive payment of and receipt for, any\n         and all moneys, claims and other amounts due or to become due at any\n         time in respect of or arising out of any Collateral; (3) sign and\n         indorse any invoices, freight or express bills, bills of lading,\n         storage or warehouse receipts, drafts against debtors, assignments,\n         verifications, notices and other documents in connection with any of\n         the Collateral; (4) commence and prosecute any suits, actions or\n         proceedings at law or in equity in any court of competent jurisdiction\n         to collect the Collateral or any portion thereof and to enforce any\n         other right in respect of any Collateral; (5) defend any suit, action\n         or proceeding brought against such Guarantor with respect to any\n         Collateral; (6) settle, compromise or adjust any such suit, action or\n         proceeding and, in connection therewith, give such discharges or\n         releases as the Agent may deem appropriate; and (7) generally, sell,\n         transfer, pledge and make any agreement with respect to or otherwise\n         deal with any of the Collateral as fully and completely as though the\n         Agent were the absolute owner thereof for all purposes, and do, at the\n         Agent's option and such Grantor's expense, at any time, or from time to\n         time, all acts and things which the Agent deems necessary to protect,\n         preserve or realize upon the Collateral and the Agent's and the\n         Lenders' security interests therein and to effect the intent of this\n         Agreement, all as fully and effectively as such Grantor might do.\n\n         Anything in this Section 7.1(a) to the contrary notwithstanding, the\nAgent agrees that it will not exercise any rights under the power of attorney\nprovided for in this Section 7.1(a) unless an Event of Default shall have\noccurred and be continuing.\n\n                                                                              15\n                                                                                \n\n\n\n                  (b) If any Grantor fails to perform or comply with any of its\nagreements contained herein, the Agent, at its option, but without any\nobligation so to do, may perform or comply, or otherwise cause performance or\ncompliance, with such agreement. The Agent shall use its best efforts to notify\neach Grantor if the Agent shall itself perform or comply, or otherwise, cause\nperformance or compliance, with any of such Grantor's agreements hereunder, but\nfailure of the Agent to so notify such Grantor should not effect the obligations\nof such Grantor.\n\n                  (c) The expenses of the Agent incurred in connection with\nactions undertaken as provided in this Section 7.1, together with interest\nthereon at a rate per annum equal to the rate per annum at which interest would\nthen be payable on past due ABR Loans under the Credit Agreement, from the date\nof payment by the Agent to the date reimbursed by the relevant Grantor, shall be\npayable by such Grantor to the Agent on demand.\n\n                  (d) Each Grantor hereby ratifies all that said attorneys shall\nlawfully do or cause to be done by virtue hereof. All powers, authorizations and\nagencies contained in this Agreement are coupled with an interest and are\nirrevocable until this Agreement is terminated and the security interests\ncreated hereby are released.\n\n                  7.2 Duty of Agent. The Agent's sole duty with respect to the\ncustody, safekeeping and physical preservation of the Collateral in its\npossession, under Section 9-207 of the New York UCC or otherwise, shall be to\ndeal with it in the same manner as the Agent deals with similar property for its\nown account. Neither the Agent, any Lender nor any of their respective officers,\ndirectors, employees or agents shall be liable for failure to demand, collect or\nrealize upon any of the Collateral or for any delay in doing so or shall be\nunder any obligation to sell or otherwise dispose of any Collateral upon the\nrequest of any Grantor or any other Person or to take any other action\nwhatsoever with regard to the Collateral or any part thereof. The powers\nconferred on the Agent and the Lenders hereunder are solely to protect the\nAgent's and the Lenders' interests in the Collateral and shall not impose any\nduty upon the Agent or any Lender to exercise any such powers. The Agent and the\nLenders shall be accountable only for amounts that they actually receive as a\nresult of the exercise of such powers, and neither they nor any of their\nofficers, directors, employees or agents shall be responsible to any Grantor for\nany act or failure to act hereunder, except for their own gross negligence or\nwillful misconduct.\n\n                  7.3 Execution of Financing Statements. Pursuant to Section\n9-402 of the New York UCC and any other applicable law, each Grantor authorizes\nthe Agent to file or record financing statements and other filing or recording\ndocuments or instruments with respect to the Collateral without the signature of\nsuch Grantor in such form and in such offices as the Agent reasonably determines\nappropriate to perfect the security interests of the Agent under this Agreement.\nA photographic or other reproduction of this Agreement shall be sufficient as a\nfinancing statement or other filing or recording document or instrument for\nfiling or recording in any jurisdiction.\n\n                                                                              16\n                                                                                \n\n\n\n                  7.4 Authority of Agent. The Company and each Guarantor\nacknowledges that the rights and responsibilities of the Agent under this\nAgreement with respect to any action taken by the Agent or the exercise or\nnon-exercise by the Agent of any option, voting right, request, judgment or\nother right or remedy provided for herein or resulting or arising out of this\nAgreement shall, as between the Agent and the Lenders, be governed by the Credit\nAgreement and by such other agreements with respect thereto as may exist from\ntime to time among them, but, as between the Agent and the Company and the\nGuarantors, the Agent shall be conclusively presumed to be acting as agent for\nthe Lenders with full and valid authority so to act or refrain from acting, and\nneither the Company nor any Guarantor shall be under any obligation, or\nentitlement, to make any inquiry respecting such authority.\n\n\n                            SECTION 8. MISCELLANEOUS\n\n                  8.1 Amendments in Writing. None of the terms or provisions of\nthis Agreement may be waived, amended, supplemented or otherwise modified except\nin accordance with subsection 13.1 of the Credit Agreement.\n\n                  8.2 Notices. All notices, requests and demands to or upon the\nAgent or the Company or any Guarantor hereunder shall be effected in the manner\nprovided for in subsection 13.2 of the Credit Agreement; provided that any such\nnotice, request or demand to or upon any Guarantor shall be addressed to such\nGuarantor at its notice address set forth on Schedule 1.\n\n                  8.3 No Waiver by Course of Conduct; Cumulative Remedies.\nNeither the Agent nor any Lender shall by any act (except by a written\ninstrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be\ndeemed to have waived any right or remedy hereunder or to have acquiesced in any\nDefault or Event of Default. No failure to exercise, nor any delay in\nexercising, on the part of the Agent or any Lender, any right, power or\nprivilege hereunder shall operate as a waiver thereof. No single or partial\nexercise of any right, power or privilege hereunder shall preclude any other or\nfurther exercise thereof or the exercise of any other right, power or privilege.\nA waiver by the Agent or any Lender of any right or remedy hereunder on any one\noccasion shall not be construed as a bar to any right or remedy which the Agent\nor such Lender would otherwise have on any future occasion. The rights and\nremedies herein provided are cumulative, may be exercised singly or concurrently\nand are not exclusive of any other rights or remedies provided by law.\n\n                  8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor\nagrees to pay or reimburse each Lender and the Agent for all its costs and\nexpenses incurred in collecting against such Guarantor under the guarantee\ncontained in Section 2 or otherwise enforcing or preserving any rights under\nthis Agreement and the other Credit Documents to which such Guarantor is a\nparty, including, without limitation, the fees and disbursements of counsel to\neach Lender and of counsel to the Agent.\n\n                                                                              17\n                                                                                \n\n\n\n                  (b) The Company and each Guarantor agrees to pay, and to save\nthe Agent and the Lenders harmless from, any and all liabilities with respect\nto, or resulting from any delay in paying, any and all stamp, excise, sales or\nother taxes which may be payable or determined to be payable with respect to any\nof the Collateral or in connection with any of the transactions contemplated by\nthis Agreement.\n\n                  (c) The Company and each Guarantor agrees to pay, and to save\nthe Agent and the Lenders harmless from, any and all liabilities, obligations,\nlosses, damages, penalties, actions, judgments, suits, costs, expenses or\ndisbursements of any kind or nature whatsoever with respect to the execution,\ndelivery, enforcement, performance and administration of this Agreement to the\nextent the Company would be required to do so pursuant to subsection 13.5 of the\nCredit Agreement.\n\n                  (d) The agreements in this Section 8.4 shall survive repayment\nof the Obligations and all other amounts payable under the Credit Agreement and\nthe other Credit Documents.\n\n                  8.5 Successors and Assigns. This Agreement shall be binding\nupon the successors and assigns of the Company and each Guarantor and shall\ninure to the benefit of the Agent and the Lenders and their successors and\nassigns; provided that neither the Company nor any Guarantor may assign,\ntransfer or delegate any of its rights or obligations under this Agreement\nwithout the prior written consent of the Agent.\n\n                  8.6 Set-Off. The Company and each Guarantor hereby irrevocably\nauthorizes the Agent and each Lender at any time and from time to time following\nthe occurrence of and during the continuation of a Default or an Event of\nDefault, without notice to the Company or such Guarantor or any other Guarantor,\nany such notice being expressly waived by the Company and each Guarantor, to\nset-off and appropriate and apply any and all deposits (general or special, time\nor demand, provisional or final), in any currency, and any other credits,\nindebtedness or claims, in any currency, in each case whether direct or\nindirect, absolute or contingent, matured or unmatured, at any time held or\nowing by the Agent or such Lender to or for the credit or the account of such\nPerson, or any part thereof in such amounts as the Agent or such Lender may\nelect, against and on account of the obligations and liabilities of such Person\nto the Agent or such Lender hereunder and claims of every nature and description\nof the Agent or such Lender against such Person, in any currency, whether\narising hereunder, under the Credit Agreement, any other Credit Document or\notherwise, as the Agent or such Lender may elect, whether or not the Agent or\nany Lender has made any demand for payment and although such obligations,\nliabilities and claims may be contingent or unmatured. The Agent and each Lender\nshall notify such Person promptly of any such set-off and the application made\nby the Agent or such Lender of the proceeds thereof, provided that the failure\nto give such notice shall not affect the validity of such set-off and\napplication. The rights of the Agent and each Lender under this Section 8.6 are\nin addition to other rights and remedies (including, without limitation, other\nrights of set-off) which the Agent or such Lender may have.\n\n                                                                              18\n\n                                                                                \n\n\n\n\n                  8.7 Counterparts. This Agreement may be executed by one or\nmore of the parties to this Agreement on any number of separate counterparts\n(including by telecopy), and all of said counterparts taken together shall be\ndeemed to constitute one and the same instrument.\n\n                  8.8 Severability. Any provision of this Agreement which is\nprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,\nbe ineffective to the extent of such prohibition or unenforceability without\ninvalidating the remaining provisions hereof, and any such prohibition or\nunenforceability in any jurisdiction shall not invalidate or render\nunenforceable such provision in any other jurisdiction.\n\n                  8.9 Section Headings. The Section headings used in this\nAgreement are for convenience of reference only and are not to affect the\nconstruction hereof or be taken into consideration in the interpretation hereof.\n\n                  8.10 Integration. This Agreement and the other Credit\nDocuments represent the agreement of the Company, the Guarantors, the Agent and\nthe Lenders with respect to the subject matter hereof and thereof, and there are\nno promises, undertakings, representations or warranties by the Agent or any\nLender relative to subject matter hereof and thereof not expressly set forth or\nreferred to herein or in the other Credit Documents.\n\n                  8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND\nCONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.\n\n                  8.12 Submission To Jurisdiction; Waivers. The Company and each\nGuarantor hereby irrevocably and unconditionally:\n\n                  (a) submits for itself and its property in any legal action or\n         proceeding relating to this Agreement and the other Credit Documents to\n         which it is a party, or for recognition and enforcement of any judgment\n         in respect thereof, to the non-exclusive general jurisdiction of the\n         Courts of the State of New York, the courts of the United States of\n         America for the Southern District of New York, and appellate courts\n         from any thereof;\n\n                  (b) consents that any such action or proceeding may be brought\n         in such courts and waives any objection that it may now or hereafter\n         have to the venue of any such action or proceeding in any such court or\n         that such action or proceeding was brought in an inconvenient court and\n         agrees not to plead or claim the same;\n\n                  (c) agrees that service of process in any such action or\n         proceeding may be effected by mailing a copy thereof by registered or\n         certified mail (or any substantially similar form of mail), postage\n         prepaid, to the Company or such Guarantor, as the case\n\n                                                                              19\n\n                                                                                \n\n\n\n         may be, at its address referred to in Section 8.2 or at such other\n         address of which the Agent shall have been notified pursuant thereto;\n\n                  (d) agrees that nothing herein shall affect the right to\n         effect service of process in any other manner permitted by law or shall\n         limit the right to sue in any other jurisdiction; and\n\n                  (e) waives, to the maximum extent not prohibited by law, any\n         right it may have to claim or recover in any legal action or proceeding\n         referred to in this Section any special, exemplary, punitive or\n         consequential damages.\n\n                  8.13  Acknowledgements.  The Company and each Guarantor hereby\nacknowledges that:\n\n                  (a) it has been advised by counsel in the negotiation,\n         execution and delivery of this Agreement and the other Credit Documents\n         to which it is a party;\n\n                  (b) neither the Agent nor any Lender has any fiduciary\n         relationship with or duty to the Company or any Guarantor arising out\n         of or in connection with this Agreement or any of the other Credit\n         Documents, and the relationship between the Company and the Guarantors,\n         on the one hand, and the Agent and Lenders, on the other hand, in\n         connection herewith or therewith is solely that of debtor and creditor;\n         and\n\n                  (c) no joint venture is created hereby or by the other Credit\n         Documents or otherwise exists by virtue of the transactions\n         contemplated hereby among the Lenders or among the Company or the\n         Guarantors and the Lenders.\n\n                  8.14  WAIVER OF JURY TRIAL.  THE COMPANY AND EACH\nGUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH OF THE LENDERS AND THE\nAGENT, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL\nACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND\nFOR ANY COUNTERCLAIM THEREIN.\n\n                  8.15 Additional Guarantors; Additional Grantors. (a) Each\nSubsidiary of the Company that is required to become a party to this Agreement\npursuant to subsection 9.9, 10.8(c) or 10.11 of the Credit Agreement shall\nbecome a Guarantor for all purposes of this Agreement upon execution and\ndelivery by such Subsidiary of a Guarantor Assumption Agreement in the form of\nAnnex 1 hereto.\n\n                  (b) Each Domestic Subsidiary of the Company that is required\nto become a Grantor pursuant to subsection 10.11 of the Credit Agreement shall\nbecome a Grantor for all\n\n                                                                              20\n\n                                                                                \n\n\n\npurposes of this Agreement upon execution and delivery by such Subsidiary of a\nGrantor Assumption Agreement in the form of Annex 2 hereto.\n\n                  8.16 Releases. (a) At such time as Obligations have been Fully\nSatisfied, the Collateral shall be released from the Liens created hereby, and\nthis Agreement and all obligations (other than those expressly stated to survive\nsuch termination) of the Agent, the Company and each Guarantor hereunder shall\nterminate, all without delivery of any instrument or performance of any act by\nany party, and all rights to the Collateral shall revert to the Grantors. At the\nrequest and sole expense of any Grantor following any such termination, the\nAgent shall deliver to such Grantor any Collateral held by the Agent hereunder,\nand execute and deliver to such Grantor such documents as such Grantor shall\nreasonably request to evidence such termination.\n\n                  (b) If any of the Collateral shall be sold, transferred or\notherwise disposed of by any Grantor in a transaction permitted by the Credit\nAgreement, then the Agent, at the request and sole expense of such Grantor,\nshall execute and deliver to such Grantor all releases or other documents\nreasonably necessary or desirable for the release of the Liens created hereby on\nsuch Collateral. At the request and sole expense of the Company, a Guarantor\nshall be released from its obligations hereunder in the event that all the\nCapital Stock of such Guarantor shall be sold, transferred or otherwise disposed\nof in a transaction permitted by the Credit Agreement.\n\n\n                                                                              21\n                                                                                \n\n\n\n                  IN WITNESS WHEREOF, each of the undersigned has caused this\nGuarantee and Collateral Agreement to be duly executed and delivered as of the\ndate first above written.\n\n\n\n                                 POLO RALPH LAUREN CORPORATION\n\n\n                                 By:                                            \n                                     -----------------------------------\n                                   Title:                                       \n                                                                                \n                                                                                \n                                                                                \n                                 RL FRAGRANCES LLC                              \n                                          By:      POLO RALPH LAUREN            \n                                                   CORPORATION, its Managing    \n                                                   Member                       \n                                                                                \n                                          By:                                   \n                                             ---------------------------\n                                            Title:                              \n                                                                                \n                                                                                \n                                                                                \n                                 THE RALPH LAUREN WOMENSWEAR                    \n                                 COMPANY, L.P.                                  \n                                          By:      POLO RALPH LAUREN            \n                                                   WOMENSWEAR, INC., its General\n                                                   Partner                      \n                                                                                \n                                          By:                                   \n                                             ----------------------------\n                                            Title:                              \n                                                                                \n                                                                                \n                                                                                \n                                 POLO RETAIL CORPORATION                        \n                                                                                \n                                 By:                                            \n                                    -------------------------------\n                                   Title:                                       \n                                                                                \n                                                                                \n                                                                                \n                                 FASHIONS OUTLET OF AMERICA, INC.               \n                                                                                \n                                 By:                                            \n                                    -------------------------------\n                                   Title:                                       \n\n                                                                              22\n\n                                                                                \n\n\n                                   THE POLO\/LAUREN COMPANY, L.P.              \n                                            By:      POLO RALPH LAUREN        \n                                                     CORPORATION, its General \n                                                     Partner                  \n                                                                              \n                                            By:                               \n                                                -------------------------------\n                                              Title:                          \n                                                                              \n                                                                                \n                                         \n\n                                                                      Schedule 1\n\n\n\n\n\n                         NOTICE ADDRESSES OF GUARANTORS\n\n                                                                      Schedule 2\n\n\n\n\n\n\n                            FILINGS AND OTHER ACTIONS\n                     REQUIRED TO PERFECT SECURITY INTERESTS\n\n\n                         Uniform Commercial Code Filings\n\n\n          [List each office where a financing statement is to be filed]\n\n\n\n\n\n                                  Other Actions\n\n\n                      [Describe other actions to be taken]\n\n                                                                      Schedule 3\n\n\n\n\n       LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE\n\n\n              Name                                      Location\n              ----                                      --------\n\n\n                                                                      Annex 1 to\n                                              Guarantee and Collateral Agreement\n\n\n\n                  GUARANTOR ASSUMPTION AGREEMENT, dated as of ________________,\n199_, made by ______________________________, a ______________ corporation (the\n'Additional Guarantor'), in favor of THE CHASE MANHATTAN BANK, as agent (in such\ncapacity, the 'Agent') for the banks and other financial institutions (the\n'Lenders') parties to the Credit Agreement referred to below. All capitalized\nterms not defined herein shall have the meaning ascribed to them in such Credit\nAgreement.\n\n\n                              W I T N E S S E T H :\n\n\n                  WHEREAS, Polo Ralph Lauren Corporation, a Delaware corporation\n(the 'Company'), the Lenders and the Agent have entered into a Credit Agreement,\ndated as of June ___, 1997 (as amended, supplemented or otherwise modified from\ntime to time, the 'Credit Agreement');\n\n                  WHEREAS, in connection with the Credit Agreement, the Company\nand certain of its Subsidiaries (other than the Additional Guarantor) have\nentered into the Guarantee and Collateral Agreement, dated as of June ___, 1997\n(as amended, supplemented or otherwise modified from time to time, the\n'Guarantee and Collateral Agreement') in favor of the Agent for the benefit of\nthe Lenders;\n\n                  WHEREAS, the Credit Agreement requires the Additional\nGuarantor to become a party to the Guarantee and Collateral Agreement; and\n\n                  WHEREAS, the Additional Guarantor has agreed to execute and\ndeliver this Assumption Agreement in order to become a party to the Guarantee\nand Collateral Agreement;\n\n                  NOW, THEREFORE, IT IS AGREED:\n\n                  1. Guarantee and Collateral Agreement. By executing and\ndelivering this Assumption Agreement, the Additional Guarantor, as provided in\nSection 8.15(a) of the Guarantee and Collateral Agreement, hereby becomes a\nparty to the Guarantee and Collateral Agreement as a Guarantor thereunder with\nthe same force and effect as if originally named therein as a Guarantor and,\nwithout limiting the generality of the foregoing, hereby expressly assumes all\nobligations and liabilities of a Guarantor thereunder. The information set forth\nin Annex 1-A hereto is hereby added to the information set forth in Schedules\n____________* to the Guarantee and Collateral Agreement. The Additional\nGuarantor hereby represents and warrants that each of the representations and\nwarranties contained in Section 4 of the\n\n\n\n--------\n*  Refer to each Schedule which needs to be supplemented.\n\nGuarantee and Collateral Agreement is true and correct on and as the date hereof\n(after giving effect to this Assumption Agreement) as if made on and as of such\ndate.\n\n                  2.  GOVERNING LAW.  THIS ASSUMPTION AGREEMENT SHALL BE\nGOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE\nSTATE OF NEW YORK.\n\n\n                  IN WITNESS WHEREOF, the undersigned has caused this Assumption\nAgreement to be duly executed and delivered as of the date first above written.\n\n                                      [ADDITIONAL GUARANTOR]\n\n\n\n                                      By:\n                                         --------------------------------\n                                         Name:\n                                         Title:\n\n                                                                      Annex 2 to\n                                              Guarantee and Collateral Agreement\n\n\n\n                  GRANTOR ASSUMPTION AGREEMENT, dated as of ________________,\n199_, made by ______________________________, a ______________ corporation (the\n'Additional Grantor'), in favor of THE CHASE MANHATTAN BANK, as agent (in such\ncapacity, the 'Agent') for the banks and other financial institutions (the\n'Lenders') parties to the Credit Agreement referred to below. All capitalized\nterms not defined herein shall have the meaning ascribed to them in such Credit\nAgreement.\n\n\n                              W I T N E S S E T H :\n\n\n                  WHEREAS, Polo Ralph Lauren Corporation, a Delaware corporation\n(the 'Company'), the Lenders and the Agent have entered into a Credit Agreement,\ndated as of June ___, 1997 (as amended, supplemented or otherwise modified from\ntime to time, the 'Credit Agreement');\n\n                  WHEREAS, in connection with the Credit Agreement, the Company\nand certain of its Subsidiaries have entered into the Guarantee and Collateral\nAgreement, dated as of June ___, 1997 (as amended, supplemented or otherwise\nmodified from time to time, the 'Guarantee and Collateral Agreement') in favor\nof the Agent for the benefit of the Lenders;\n\n                  WHEREAS, subsection 10.11 of the Credit Agreement requires the\nAdditional Grantor to become a 'Grantor' under the Guarantee and Collateral\nAgreement; and\n\n                  WHEREAS, the Additional Grantor has agreed to execute and\ndeliver this Assumption Agreement in order to become a 'Grantor' under the\nGuarantee and Collateral Agreement;\n\n                  NOW, THEREFORE, IT IS AGREED:\n\n                  1. Guarantee and Collateral Agreement. By executing and\ndelivering this Assumption Agreement, the Additional Grantor, as provided in\nSection 8.15(b) of the Guarantee and Collateral Agreement, hereby becomes a\nGrantor under the Guarantee and Collateral Agreement with the same force and\neffect as if originally named therein as a Grantor and, without limiting the\ngenerality of the foregoing, hereby expressly assumes all obligations and\nliabilities of a Grantor thereunder. The information set forth in Annex 2-A\nhereto is hereby added to the information set forth in Schedules ____________**\nto the Guarantee and Collateral Agreement. The Additional Grantor hereby\nrepresents and warrants that each of the representations and warranties\ncontained in Section 4 of the Guarantee and\n\n\n\n\n--------\n**  Refer to each Schedule which needs to be supplemented.\n\nCollateral Agreement is true and correct on and as the date hereof (after giving\neffect to this Assumption Agreement) as if made on and as of such date.\n\n                  2.  GOVERNING LAW.  THIS ASSUMPTION AGREEMENT SHALL BE\nGOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE\nSTATE OF NEW YORK.\n\n\n                  IN WITNESS WHEREOF, the undersigned has caused this Assumption\nAgreement to be duly executed and delivered as of the date first above written.\n\n                                   [ADDITIONAL GRANTOR]\n\n\n\n                                   By:\n                                      -------------------------------\n                                      Name:\n                                      Title:\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9560,9565],"class_list":["post-41044","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-finance","corporate_contracts_types-finance__guaranty"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41044","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41044"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41044"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41044"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41044"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}