Common use of Assumption of Obligations; Amendments to Guarantees and Financing Agreements Clause in Contracts

Assumption of Obligations; Amendments to Guarantees and Financing Agreements. 2.1 Effective as of the 9 3/4% Note Tender Offer Closing Date, Madewell hereby expressly (a) agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to Existing Guarantors and as applied to Madewell, with the same force and effect as if Madewell had originally executed and been an original Guarantor signatory to the Loan Agreement and the other Financing Agreements, (b) is deemed to make as to itself and Existing Guarantors, and is, in all respects, bound by all representations and warranties made by Existing Guarantors to Agent and Lenders set forth in the Loan Agreement or in any of the other Financing Agreements, (c) agrees that Agent, for itself and the benefit of Lenders, shall have all rights, remedies and interests, including security interests in and liens upon the Collateral granted to Agent pursuant to Section 5.1 of the Loan Agreement, under and pursuant to the Loan Agreement and the other Financing Agreements, with respect to Madewell and its properties and assets with the same force and effect as Agent, for itself and the benefit of Lenders, has with respect to Existing Guarantors and their respective assets and properties, as if Madewell had originally executed and had been an original Guarantor signatory to the Loan Agreement and the other Financing Agreements, and (d) assumes and agrees to be directly liable to Agent and Lenders for all Obligations under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements to the same extent as if Madewell had originally executed and had been an original Guarantor signatory to the Loan Agreement and the other Financing Agreements.

Assumption of Obligations; Amendments to Guarantees and Financing Agreements. 2.1 Effective as of the 9 3/4% Note Tender Offer Closing Date, Madewell (a) OMNI hereby expressly (ai) agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to all Borrowers other than OMNI (“Existing Guarantors Borrowers”) and as applied to MadewellOMNI, with the same force and effect as if Madewell OMNI had originally executed and been an original Guarantor Borrower signatory to the Loan Agreement and the other Financing Agreements, (bii) is deemed to make as to itself and Existing GuarantorsBorrowers, and is, in all respects, bound by all representations and warranties made by Existing Guarantors Borrowers to Agent and Lenders set forth in the Loan Agreement or in any of the other Financing Agreements, (ciii) agrees that Agent, for itself and the benefit of Lenders, shall have all rights, remedies and interests, including security interests in and liens upon the Collateral granted to Agent pursuant to Section 5.1 of the Loan Agreement2 hereof, under and pursuant to the Loan Agreement and the other Financing Agreements, with respect to Madewell OMNI and its properties and assets with the same force and effect as Agent, for itself and the benefit of Lenders, has with respect to Existing Guarantors Borrowers and their respective assets and properties, as if Madewell OMNI had originally executed and had been an original Guarantor signatory Borrower signatory, as the case may be, to the Loan Agreement and the other Financing Agreements, and (div) assumes and agrees to be directly liable to Agent and Lenders for all Obligations under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements to the same extent as if Madewell OMNI had originally executed and had been an original Guarantor signatory Borrower signatory, as the case may be, to the Loan Agreement and the other Financing Agreements.

Assumption of Obligations; Amendments to Guarantees and Financing Agreements. 2.1 Effective as of the 9 3/4% Note Tender Offer Closing Date, Madewell (a) OMG Roofing hereby expressly (ai) agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to Existing Guarantors Borrowers and as applied to MadewellOMG Roofing, with the same force and effect as if Madewell OMG Roofing had originally executed and been an original Guarantor Borrower signatory to the Loan Agreement and the other Financing Agreements, (bii) is deemed to make as to itself and Existing GuarantorsBorrowers, and is, in all respects, bound by all representations and warranties made by Existing Guarantors Borrowers to Agent and Lenders set forth in the Loan Agreement or in any of the other Financing Agreements, (ciii) agrees that Agent, for itself and the benefit of Lenders, shall have all rights, remedies and interests, including security interests in and liens upon the Collateral granted to Agent pursuant to Section 5.1 of the Loan Agreement6 hereof, under and pursuant to the Loan Agreement and the other Financing Agreements, with respect to Madewell OMG Roofing and its properties and assets with the same force and effect as Agent, for itself and the benefit of Lenders, has with respect to Existing Guarantors Borrowers and their respective assets and properties, as if Madewell OMG Roofing had originally executed and had been an original Guarantor signatory Borrower signatory, as the case may be, to the Loan Agreement and the other Financing Agreements, and (div) assumes and agrees to be directly liable to Agent and Lenders for all Obligations under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements to the same extent as if Madewell OMG Roofing had originally executed and had been an original Guarantor signatory Borrower signatory, as the case may be, to the Loan Agreement and the other Financing Agreements.

Assumption of Obligations; Amendments to Guarantees and Financing Agreements. 2.1 Effective as of the 9 3/4% Note Tender Offer Closing Date, Madewell (a) Each Subsidiary Trust hereby expressly (ai) agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to all Existing Guarantors and as applied to Madewelleach such Subsidiary Trust, with the same force and effect as if Madewell such Subsidiary Trust had originally executed and been an original Guarantor signatory to the Loan Agreement and the other Financing Agreements, (bii) is deemed to make as to itself and Existing Guarantors, and is, in all respects, bound by all representations and warranties made by Existing Guarantors to Agent and Lenders set forth in the Loan Agreement or in any of the other Financing Agreements, (ciii) agrees that Agent, for itself and the benefit of Lenders, shall have all rights, remedies and interests, including security interests in and liens upon the Collateral granted to Agent pursuant to Section 5.1 4 of the Loan Agreementthis Amendment, under and pursuant to the Loan Agreement and the other Financing Agreements, with respect to Madewell such Subsidiary Trust and its properties and assets with the same force and effect as Agent, for itself and the benefit of Lenders, has with respect to Existing Guarantors Borrowers and their respective assets and properties, as if Madewell such Subsidiary Trust had originally executed and had been an original Guarantor signatory signatory, as the case may be, to the Loan Agreement and the other Financing Agreements, and (div) assumes and agrees to be directly liable to Agent and Lenders for all Obligations under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements to the same extent as if Madewell such Subsidiary Trust had originally executed and had been an original Guarantor signatory signatory, as the case may be, to the Loan Agreement and the other Financing Agreements.

Assumption of Obligations; Amendments to Guarantees and Financing Agreements. 2.1 Effective as of the 9 3/4% Note Tender Offer Closing Date, Madewell 4.1 New Borrower hereby expressly (ai) agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to Existing Guarantors and as applied to MadewellBorrowers, with the same force and effect as if Madewell New Borrower had originally executed and been an original Guarantor Borrower signatory to the Loan Agreement and the other Financing Agreements, (bii) is deemed to make as to itself and the Existing GuarantorsBorrowers, and is, in all respects, bound by all representations and warranties made by Existing Guarantors Borrowers to Agent and Lenders set forth in the Loan Agreement or in any of the other Financing Agreements, (ciii) agrees that Agent, for itself and the benefit of Lenders, shall have all rights, remedies and interests, including security interests in and liens upon the Collateral granted to Agent pursuant to Section 5.1 of the Loan Agreement5 hereof, under and pursuant to the Loan Agreement and the other Financing Agreements, with respect to Madewell and its properties and assets with the same force and effect as Agent, for itself and the benefit of Lenders, has with respect to Existing Guarantors Borrowers and their respective assets and properties, as if Madewell New Borrower had originally executed and had been an original Guarantor signatory Borrower signatory, as the case may be, to the Loan Agreement and the other Financing Agreements, and (div) assumes and agrees to be directly liable to Agent and Lenders for all Obligations under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements to the same extent as if Madewell New Borrower had originally executed and had been an original Guarantor signatory Borrower signatory, as the case may be, to the Loan Agreement and the other Financing Agreements. By its signature below, the New Borrower hereby becomes a party to the Loan Agreement.

Assumption of Obligations; Amendments to Guarantees and Financing Agreements. 2.1 Effective as of the 9 3/4% Note Tender Offer Closing Date, Madewell (a) OMG Roofing hereby expressly (ai) agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to Existing Guarantors Borrowers and as applied to MadewellOMG Roofing, with the same force and effect as if Madewell OMG Roofing had originally executed and been an original Guarantor Borrower signatory to the Loan Agreement and the other Financing Agreements, (bii) is deemed to make as to itself and Existing GuarantorsBorrowers, and is, in all respects, bound by all representations and warranties made by Existing Guarantors Borrowers to Agent and Lenders set forth in the Loan Agreement or in any of the other Financing Agreements, (ciii) agrees that Agent, for itself and the benefit of Lenders, shall have all rights, remedies and interests, including security interests in and liens upon the Collateral granted to Agent pursuant to Section 5.1 of the Loan Agreement17 hereof, under and pursuant to the Loan Agreement and the other Financing Agreements, with respect to Madewell OMG Roofing and its properties and assets with the same force and effect as Agent, for itself and the benefit of Lenders, has with respect to Existing Guarantors Borrowers and their respective assets and properties, as if Madewell OMG Roofing had originally executed and had been an original Guarantor signatory Borrower signatory, as the case may be, to the Loan Agreement and the other Financing Agreements, and (div) assumes and agrees to be directly liable to Agent and Lenders for all Obligations under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements to the same extent as if Madewell OMG Roofing had originally executed and had been an original Guarantor signatory Borrower signatory, as the case may be, to the Loan Agreement and the other Financing Agreements.

Assumption of Obligations; Amendments to Guarantees and Financing Agreements. 2.1 Effective as of the 9 3/4% Note Tender Offer Closing Date, Madewell 3.1 Each New Borrower hereby expressly (a) assumes and agrees to be directly liable to Agent and Lenders, jointly and severally with Existing Borrowers, for all Obligations under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements applicable to Existing Borrowers and as applied to such New Borrower as a Borrower, (b) agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to Existing Guarantors and Borrowers as applied to Madewellsuch New Borrower, with the same force and effect as if Madewell such New Borrower had originally executed and been an original Guarantor Borrower signatory to the Loan Agreement and the other Financing Agreements, (bc) each New Borrower is deemed to make as to itself and the Existing GuarantorsBorrowers, and is, in all respects, bound by all representations and warranties made by Existing Guarantors Borrowers to Agent and Lenders set forth in the Loan Agreement or in any of the other Financing Agreements, and (cd) agrees that Agent, for itself and the benefit of Lenders, shall have all rights, remedies and interests, including security interests in and liens upon the Collateral granted to Agent pursuant to Section 5.1 of the Loan Agreement9 hereof, under and pursuant to the Loan Agreement and the other Financing Agreements, with respect to Madewell such New Borrower and its properties and assets with the same force and effect as Agent, for itself and the benefit of Lenders, has with respect to Existing Guarantors Borrowers and their respective assets and properties, as if Madewell such New Borrower had originally executed and had been an original Guarantor signatory to Borrower signatory, as the Loan Agreement and the other Financing Agreementscase may be, and (d) assumes and agrees to be directly liable to Agent and Lenders for all Obligations under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements to the same extent as if Madewell had originally executed and had been an original Guarantor signatory to the Loan Agreement and the other Financing Agreements.

Assumption of Obligations; Amendments to Guarantees and Financing Agreements. 2.1 Effective as of the 9 3/4% Note Tender Offer Closing Date, Madewell (a) Parent hereby expressly (ai) agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to Existing Guarantors and as applied to MadewellParent, with the same force and effect as if Madewell Parent had originally executed and been an original Guarantor signatory to the Loan Agreement and the other Financing Agreements, (bii) is deemed to make as to itself and Existing Guarantors, and is, is in all respects, respects bound by all representations and warranties made by Existing Guarantors to Agent and Lenders set forth in the Loan Agreement or in any of the other Financing Agreements, (ciii) agrees that Agent, for itself and the benefit of Lenders, shall have all rights, remedies and interests, including security interests in and liens upon the Collateral granted to Agent pursuant to Section 5.1 of the Loan Agreement12 hereof, under and pursuant to the Loan Agreement and the other Financing Agreements, with respect to Madewell Parent and its properties and assets with the same force and effect as Agent, for itself and the benefit of Lenders, has with respect to Existing Guarantors and their respective assets and properties, as if Madewell Parent had originally executed and had been an original Guarantor signatory signatory, as the case may be, to the Loan Agreement and the other Financing Agreements, and (div) assumes and agrees to be directly liable to Agent and Lenders for all Obligations under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements to the same extent as if Madewell Parent had originally executed and had been an original Guarantor signatory signatory, as the case may be, to the Loan Agreement and the other Financing Agreements.

Assumption of Obligations; Amendments to Guarantees and Financing Agreements. 2.1 Effective as of the 9 3/4% Note Tender Offer Closing Date, Madewell 3.1 New Guarantor hereby expressly (ai) agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to Existing Guarantors and as applied to MadewellGuarantor, with the same force and effect as if Madewell New Guarantor had originally executed and been an original Guarantor signatory to the Loan Agreement and the other Financing Agreements, (bii) is deemed to make as to itself and Existing GuarantorsGuarantor, and is, in all respects, bound by all representations and warranties made by Existing Guarantors Guarantor to Agent and Lenders set forth in the Loan Agreement or in any of the other Financing Agreements, (ciii) agrees that Agent, for itself and the benefit of Lenders, shall have all rights, remedies and interests, including security interests in and liens upon the Collateral granted to Agent pursuant to Section 5.1 of the Loan Agreement4 hereof, under and pursuant to the Loan Agreement and the other Financing Agreements, with respect to Madewell and its properties and assets with the same force and effect as Agent, for itself and the benefit of Lenders, has with respect to Existing Guarantors Guarantor and their its respective assets and properties, as if Madewell New Guarantor had originally executed and had been an original Guarantor signatory signatory, as the case may be, to the Loan Agreement and the other Financing Agreements, and (div) assumes and agrees to be directly liable to Agent and Lenders for all Obligations under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements to the same extent as if Madewell New Guarantor had originally executed and had been an original Guarantor signatory signatory, as the case may be, to the Loan Agreement and the other Financing Agreements. By its signature below, New Guarantor hereby becomes a party to the Loan Agreement.

Assumption of Obligations; Amendments to Guarantees and Financing Agreements. 2.1 Effective as of the 9 3/4% Note Tender Offer Closing Date, Madewell (a) Each Subsidiary Trust hereby expressly (ai) agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to all Existing Guarantors and as applied to Madewelleach such Subsidiary Trust, with the same force and effect as if Madewell such Subsidiary Trust had originally executed and been an original Guarantor signatory to the Loan Agreement and the other Financing Agreements, (bii) is deemed to make as to itself and Existing Guarantors, and is, in all respects, bound by all representations and warranties made by Existing Guarantors to Agent and Lenders set forth in the Loan Agreement or in any of the other Financing Agreements, (ciii) agrees that Agent, for itself and the benefit of Lenders, shall have all rights, remedies and interests, including security interests in and liens upon the Collateral granted to Agent pursuant to Section 5.1 3 of the Loan Agreementthis Amendment, under and pursuant to the Loan Agreement and the other Financing Agreements, with respect to Madewell such Subsidiary Trust and its properties and assets with the same force and effect as Agent, for itself and the benefit of Lenders, has with respect to Existing Guarantors Borrowers and their respective assets and properties, as if Madewell such Subsidiary Trust had originally executed and had been an original Guarantor signatory signatory, as the case may be, to the Loan Agreement and the other Financing Agreements, and (div) assumes and agrees to be directly liable to Agent and Lenders for all Obligations under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements to the same extent as if Madewell such Subsidiary Trust had originally executed and had been an original Guarantor signatory signatory, as the case may be, to the Loan Agreement and the other Financing Agreements.

Assumption of Obligations; Amendments to Guarantees and Financing Agreements. 2.1 Effective as of the 9 3/4% Note Tender Offer Closing Date, Madewell 3.1 New Borrower hereby expressly (a) agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to Existing Guarantors and Borrowers as applied to MadewellNew Borrower, with the same force and effect as if Madewell New Borrower had originally executed and been an original Guarantor Borrower signatory to the Loan Agreement and the other Financing Agreements, (b) is deemed to make as to itself and the Existing GuarantorsBorrowers, and is, in all respects, bound by all representations and warranties made by Existing Guarantors Borrowers to Agent and Lenders set forth in the Loan Agreement or in any of the other Financing Agreements, (c) agrees that Agent, for itself and the benefit of Lenders, shall have all rights, remedies and interests, including security interests in and liens upon the Collateral granted to Agent pursuant to Section 5.1 of the Loan Agreement11 hereof, under and pursuant to the Loan Agreement and the other Financing Agreements, with respect to Madewell New Borrower and its properties and assets with the same force and effect as Agent, for itself and the benefit of Lenders, has with respect to Existing Guarantors Borrowers and their respective assets and properties, as if Madewell New Borrower had originally executed and had been an original Guarantor signatory Borrower signatory, as the case may be, to the Loan Agreement and the other Financing Agreements, and (d) assumes and agrees to be directly liable to Agent and Lenders for all Obligations of the Foreign Loan Parties under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements to the same extent as if Madewell New Borrower had originally executed and had been an original Guarantor signatory Borrower signatory, as the case may be, to the Loan Agreement and the other Financing Agreements.