Common use of Cash Collateralize Clause in Contracts

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), the Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ at the time of acquisition; (d) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified in clause (c); (e) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇, and maturing within twelve months of the date of acquisition; and (f) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P. Cash Management Services - any services provided from time to time by any Agent, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Secured Bank ProductsProduct Obligations, but excluding indemnification obligations which are either contingent or inchoate to the extent no claims giving rise thereto have been asserted), the Administrative Agent’s good faith faith, reasonable estimate of the amount that is due or to could become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued by, or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are or instrumentality thereof and backed by the full faith and credit of the United StatesStates government, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of the West, any Lender or a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (dc) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified described in clause (cb); (ed) commercial paper issued by Bank of the West, any Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P. Cash Management Services - any services provided from time to time by any Agent, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.S&P.

Cash Collateralize. the delivery of cash to the Applicable AgentLender, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including fees, expenses, indemnification obligations and Obligations arising under Bank Products), the Administrative Agent▇▇▇▇▇▇’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United StatesU.S. government, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Lender or a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ at the time of acquisition, and (unless issued by Lender) not subject to offset rights; (dc) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified described in clause (cb); (ed) commercial paper issued by Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P. Cash Management Services - any Services: services provided from time relating to time by any Agent, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic automated clearinghouse, controlled disbursement, depositorye-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox, lockbox and stop payment, overdraft and/or wire transfer payment services. CERCLA - CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 ▇.▇.▇. §▇▇▇▇ et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, one hundred five (105% %) percent of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent inchoate or other Contingent Obligations (including Obligations arising under Bank Products), the Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Dominion Trigger Event - shall occur at any time that (a) an Event of Default shall have occurred and be continuing or (b) Excess Availability is less than 5% of the Borrowing Base. Cash Equivalents - (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United Statesgovernment, in each case maturing within 12 twelve (12) months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 twelve (12) months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇M▇▇▇▇’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (dc) repurchase obligations with a term of not more than 30 thirty (30) days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified in clause (cb); (ed) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇M▇▇▇▇’▇, and maturing within twelve nine (9) months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has one of the two highest rating ratings obtainable from either ▇M▇▇▇▇’▇ or S&P. Cash Management Services - any services provided from time to time by RBS or any Agent, any other Lender approved by Agent or any of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary Loan Party in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § Sec. 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105103% of the aggregate US LC Obligations or Canadian such LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under fees, expenses, indemnification obligations and Secured Bank ProductsProduct Obligations), the Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United StatesU.S. government, in each case maturing within 12 24 months of the date of acquisition; (b) marketable direct obligations issued by any state time Deposit Accounts, certificates of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case deposit and money market deposits maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months 180 days of the date of acquisition, and overnight bank deposits, in each case which are acquisition thereof issued by Bank of America or a commercial bank or trust company that is organized under (i) the laws of the United States of America, any state thereof, or any state foreign country recognized by the United States of America, having capital, surplus and undivided profits in excess of $250,000,000 and whose long-term debt, or district thereof whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher) by at least one nationally recognized statistical rating organization (iias defined in Rule 436 under the Securities Act); (c) repurchase obligations with a term of not more than 180 days for underlying securities of the laws types described in clause (a) above entered into with any bank meeting the qualifications described in clause (b) above; (d) commercial paper issued by Bank of Canada America or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing not more than one year after the date of acquisition; (e) securities with maturities of two years or less from the date of acquisition issued or fully guaranteed by any State, commonwealth or territory of the United States of America or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A-2 by Moody’s; (f) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (a) through (e) above; (g) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by ▇▇▇▇▇’▇ at the time of acquisition; (d) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (biii) and (c) entered into with any bank meeting the qualifications specified in clause (c); (e) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇, and maturing within twelve months of the date of acquisition; and (f) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net have portfolio assets of at least $500,000,000 500,000,000; and has the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P. Cash Management Services - any services provided from (h) time to time by any AgentDeposit Accounts, any Lender or any certificates of its Affiliates or branches to any Borrowerdeposit and money market deposits in an aggregate face amount not in excess of 1/2 of 1% of Consolidated Total Assets, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more as of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) end of the issued and outstanding Voting Stock of MayorBorrower’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to timemost recently completed Fiscal Year.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), the Administrative Agent’s 's good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “"Cash Collateralization” " has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United Statesgovernment, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ ' acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ Moody's at the time of acquisition, and (unless issued by a Lender) ▇▇▇ ▇ubject to offset rights; (dc) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified in clause (cb); (ed) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇Moody's, and maturing within twelve nine months of the date of acquisition; and ▇▇▇ (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody's or S&P. Cash Management Services: any services ▇▇▇▇▇’▇ or S&P. Cash Management Services - any services provided ▇▇d from time to time by any Agent, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor Borrower or any Subsidiary its Subsidiaries in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic automated clearinghouse, controlled disbursement, depositorye-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox, lockbox and stop payment, overdraft and/or wire transfer payment services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Secured Bank ProductsProduct Obligations), the Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United Statesgovernment, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America or a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ at the time of acquisition; (dc) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified described in clause (cb); (ed) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P. Cash Management Services - Services: any services provided from time to time by any Agent, any Lender Bank of America or any of its Affiliates or branches to any Borrower, any Guarantor Borrower or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic automated clearinghouse, controlled disbursement, depositorye-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox, lockbox and stop payment, overdraft and/or wire transfer payment services. CERCLA - CERCLA: the Comprehensive Environmental Response Compensation Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Secured Bank ProductsProduct Obligations, but excluding indemnification obligations which are either contingent or inchoate to the extent no claims giving rise thereto have been asserted), the Administrative Agent’s 's good faith faith, reasonable estimate of the amount that is due or to could become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued by, or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are or instrumentality thereof and backed by the full faith and credit of the United StatesStates government, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ ' acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of the West, any Lender or a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ Moody's at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (dc) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified described in clause (cb); (ed) commercial paper issued by Bank of the West, any Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇Moody's, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ Moody's or S&P. Cash Management Services - any services provided from time to time by any Agent, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.S&P.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), the Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United Statesgovernment, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇M▇▇▇▇’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (dc) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified in clause (cb); (ed) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇M▇▇▇▇’▇, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇M▇▇▇▇’▇ or S&P. Cash Management Services - Services: any services provided from time to time by any Agent, any Lender Bank of America or any of its Affiliates or branches to any Borrower, any Guarantor Borrower or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic automated clearinghouse, controlled disbursement, depositorye-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox, lockbox and stop payment, overdraft and/or wire transfer payment services. CERCLA - CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Secured Bank ProductsProduct Obligations, but excluding indemnification obligations which are either contingent or inchoate to the extent no claims giving rise thereto have been asserted), the Administrative Agent’s 's good faith faith, reasonable estimate of the amount that is due or to could become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued by, or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are or instrumentality thereof and backed by the full faith and credit of the United StatesStates government, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ ' acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of the West, any Lender or a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ Moody's at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (dc) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified described in clause (cb); (ed) commercial paper issued by Bank of the West, any Lender or a commercial bank organized under the laws of the United States or any state or district thereof rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇Moody's, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ Moody's or S&P. Cash Management Services - Services: any services provided from time to time by any AgentBank of the West, any Lender or any of its their respective Affiliates or branches to any Borrower, any Guarantor Holdings or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic automated clearinghouse, controlled disbursement, depositorye-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox, lockbox and stop payment, overdraft and/or wire transfer payment services. CERCLA - Cash Receipts: collectively, all available cash receipt from the sale of Primary Revolver Loan/Letter of Credit Collateral or casualty insurance proceeds arising from any of the foregoing and all proceeds of collections with respect to Accounts. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US Domestic LC Obligations or Canadian and UK LC Obligations, 105103% of the aggregate US of such Domestic LC Obligations or Canadian UK LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), the Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. Such deposits shall not bear interest other than any interest earned on the investment of such deposits, which investments shall be made only in Cash Equivalents and at the direction of Borrowers and at Borrowers’ risk and expense. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (aa)(i) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United Statesgovernment, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (cii) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (diii) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (ai) and (b) and (cii) entered into with any bank meeting the qualifications specified in clause (cii); (eiv) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇Moody’s, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or S&P; and (vi) investments by Foreign Subsidiaries with foreign governmental entities which are members of the OECD or foreign banks organized under the laws of countries which are members of the Organization for Economic Co-Operation and Development (the “OECD”) similar to the investments set forth above, so long as such foreign bank has combined capital and surplus of a Dollar Equivalent of not less than $250,000,000, and (b) with respect to UK Obligors: (i) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank; (ii) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security; (iii) commercial paper not convertible or exchangeable to any other security: (A) for which a recognized trading market exists; (B) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State; (C) which matures within one year after the relevant date of calculation; and (D) which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ or S&P. Cash Management Investor Services - any services provided from time to time by any AgentLimited, any Lender or any or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation long-term unsecured and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fiftynon-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.credit enhanced

Cash Collateralize. the delivery of cash to the Applicable Administrative Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105103% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Secured Bank ProductsProduct Obligations), the in an amount equal to Administrative Agent’s good faith estimate of the amount due or to become due, including all fees fees, expenses and other amounts relating to such Obligationsindemnification hereunder. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable direct obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the or any agency thereof, or obligations of which are backed guaranteed by the full faith and credit of the United States, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality agency thereof, in each case maturing within 12 months after such one (1) year from the date and havingof creation thereof; (b) deposits maturing within one (1) year from the date of creation thereof with, at including certificates of deposit issued by, any Lender or any office located in the time United States of acquisition any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of at least A-1 no lower than A2 or P2, as such rating is set forth from time to time, by S&P or at least P-1 ▇▇▇▇▇’▇, respectively or, in the case of any Foreign Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000; (c) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) hereof, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (d) commercial paper maturing within one year from the date of creation thereof rated in the highest grade by S&P or ▇▇▇▇▇’▇; (ce) certificates securities with maturities of deposit, time deposits and bankers’ acceptances maturing within 12 six months of or less from the date of acquisition, and overnight bank deposits, in each case which are acquisition backed by standby letters of credit issued by a any Lender or any commercial bank organized under satisfying the requirements of clause (ib) the laws of the United States or any state or district thereof or hereof; and (iif) the laws of Canada or any province or territory thereof, deposits in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ at the time of acquisition; (d) repurchase obligations with a term of not more than 30 days for underlying investments of the types money market funds investing exclusively in Investments described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified in clause (c); through (e) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇, and maturing within twelve months of the date of acquisition; and (f) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P. hereof. Cash Management Services - any Services: services provided from time relating to time by any Agent, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic automated clearinghouse, controlled disbursement, depositorye-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox, lockbox and stop payment, overdraft and/or wire transfer payment services. CERCLA - CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following eventsCFC: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code definition of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time“Foreign Subsidiary”.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Secured Bank ProductsProduct Obligations, but excluding indemnification obligations which are either contingent or inchoate to the extent no claims giving rise thereto have been asserted), the Administrative Agent’s good faith faith, reasonable estimate of the amount that is due or to could become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued by, or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are or instrumentality thereof and backed by the full faith and credit of the United StatesStates government, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of the West, any Lender or a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (d) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified described in clause (cb); (ed) commercial paper issued by Bank of the West, any Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P. Cash Management Services - any services provided from time to time by any Agent, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.S&P.

Cash Collateralize. the delivery of cash to the Applicable AgentLender, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including fees, expenses, indemnification obligations and Obligations arising under Bank Products), the Administrative AgentLender’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United StatesU.S. government, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Lender or a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ at the time of acquisition, and (unless issued by Lender) not subject to offset rights; (dc) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified described in clause (cb); (ed) commercial paper issued by Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P. Cash Management Services - any Services: services provided from time relating to time by any Agent, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic automated clearinghouse, controlled disbursement, depositorye-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox, lockbox and stop payment, overdraft and/or wire transfer payment services. CERCLA - CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 ▇.▇.▇. §▇▇▇▇ et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105103% of the aggregate US LC Obligations or Canadian such LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under fees, expenses, indemnification obligations and Secured Bank ProductsProduct Obligations), the Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. 57 Cash Equivalents - Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United StatesU.S. government, in each case maturing within 12 24 months of the date of acquisition; (b) marketable direct obligations issued by any state time Deposit Accounts, certificates of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case deposit and money market deposits maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months 180 days of the date of acquisition, and overnight bank deposits, in each case which are acquisition thereof issued by Bank of America or a commercial bank or trust company that is organized under (i) the laws of the United States of America, any state thereof, or any state foreign country recognized by the United States of America, having capital, surplus and undivided profits in excess of $250,000,000 and whose long-term debt, or district thereof or (ii) the laws of Canada or any province or territory thereofwhose parent holding company’s long-term debt, in each case, is rated A-1 A (or bettersuch similar equivalent rating or higher) by S&P or P-1 at least one nationally recognized statistical rating organization (or better) by ▇▇▇▇▇’▇ at as defined in Rule 436 under the time of acquisitionSecurities Act); (dc) repurchase obligations with a term of not more than 30 180 days for underlying investments securities of the types described in clauses clause (a) and (b) and (c) above entered into with any bank meeting the qualifications specified described in clause (c)b) above; (ed) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇, and maturing within twelve months of not more than one year after the date of acquisition; (e) securities with maturities of two years or less from the date of acquisition issued or fully guaranteed by any State, commonwealth or territory of the United States of America or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A-2 by ▇▇▇▇▇’▇; (f) shares of any mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (a) through (e) above; (g) money market fund funds that has substantially all (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of its assets invested continuously in the types of investments referred to above1940, has net assets of at least $500,000,000 (ii) are rated AAA by S&P and has the highest rating obtainable from either Aaa by ▇▇▇▇▇’▇ or S&P. Cash Management Services - any services provided from time to time by any Agent, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly have portfolio assets of at least fifty-one percent $500,000,000; and (51%h) time Deposit Accounts, certificates of deposit and money market deposits in an aggregate face amount not in excess of 1/2 of 1% of Consolidated Total Assets, as of the votes attaching to the Voting Stock end of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to timeBorrower’s most recently completed Fiscal Year.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian 103% of LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under fees, expenses, indemnification obligations and Secured Bank ProductsProduct Obligations), the Administrative Agent’s 's good faith estimate of the amount due or to become due, including all fees . "Cash Collateralization" and other amounts relating to such Obligations. “Cash CollateralizationCollateralize” has a have correlative meaningmeanings. Cash Equivalents - Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United Statesgovernment, in each case maturing within 12 twelve (12) months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 twelve (12) months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (dc) repurchase obligations with a term of not more than 30 thirty (30) days for underlying investments of the types described in clauses (a) and (b) above and (c) entered into with any bank meeting the qualifications specified in clause (c)b) above; (ed) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇Moody’s, and maturing within twelve nine (9) months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to in clauses (a), (b), (c), and (d) above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s ▇▇ ▇&▇▇▇’▇ or S&P. Cash Management Services - ; and (f) in the case of any services provided from time to time by any AgentForeign Subsidiary, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) investments of the issued type and outstanding Voting Stock (to the extent applicable) maturity described in clauses (a) through (e) above of Mayor’s (or maintained with) a comparable foreign obligor, which investments or obligors (or the parent thereof) have ratings described in clause (b) or (Bc) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’sabove, as to which clause (iii) below shall govern)if applicable, or equivalent ratings from comparable foreign rating agencies, or (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) investments of the votes attaching type and maturity (to the Voting Stock extent applicable) described in clauses (a) through (e) above of Birks(or maintained with) foreign obligors (or the parent thereof), which investments or obligors (iiior the parents thereof) Mayors shall cease to own directly are not rated as provided in such clauses or indirectly all in clause (f)(i) above but which are, in the reasonable judgment of the economic #523895080_v3 Borrower, comparable in investment quality to such investments and voting rights associated with all obligors (or the parents of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to timesuch obligors).

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products, but excluding contingent or inchoate indemnification obligations to the extent that claims giving rise thereto have not been asserted or can not reasonably be identified by any Secured Party based on the then known facts and circumstances), the Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United Statesgovernment, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under (i) the laws of the United [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (dc) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified in clause (cb); (ed) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇Moody’s, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ Moody’s or S&P. Cash Management Services - Services: any services provided from time to time by any Agent, any Lender Bank of America or any of its Affiliates or branches to any Borrower, any Guarantor Parent or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic automated clearinghouse, controlled disbursement, depositorye-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox, lockbox and stop payment, overdraft and/or wire transfer payment services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.

Cash Collateralize. the delivery of cash to the Applicable AgentLender, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105103% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, ; and (b) with respect to any inchoate, contingent inchoate or other contingent Obligations (including Obligations arising under Bank Products), the Administrative AgentLender’s good faith estimate of the amount due or to become due, including all fees fees, expenses and other amounts relating to such Obligationsindemnification hereunder. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Dominion Trigger Period: the period (a) commencing on any day that (i) an Event of Default occurs, or (ii) Availability is less than the Dominion Threshold for three (3) consecutive days; and (b) continuing until (i) no Event of Default exists and (ii) during each of the preceding 30 consecutive days, Availability has exceeded the Dominion Threshold. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United Statesgovernment, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Lender or a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ at the time of acquisition, and (unless issued by Lender) not subject to offset rights; (dc) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified described in clause (cb); (ed) commercial paper issued by Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P. Cash Management Services - any Services: services provided from time relating to time by any Agent, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic automated clearinghouse, controlled disbursement, depositorye-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox, lockbox and stop payment, overdraft and/or wire transfer payment services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act Cerberus Term Agent: Cerberus Business Finance, LLC, in its capacity as Term Agent (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to timeIntercreditor Agreement).

Cash Collateralize. the delivery of cash to the Applicable AgentLender, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including fees, expenses, indemnification obligations and Obligations arising under Bank Products), the Administrative Agent▇▇▇▇▇▇’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United StatesU.S. government, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Lender or a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ Moody’s at the time of acquisition, and (unless issued by Lender) not subject to offset rights; (dc) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified described in clause (cb); (ed) commercial paper issued by Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ Moody’s or S&P. Cash Management Services - any Services: services provided from time relating to time by any Agent, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic automated clearinghouse, controlled disbursement, depositorye-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox, lockbox and stop payment, overdraft and/or wire transfer payment services. CERCLA - CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § §9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Secured Bank ProductsProduct Obligations, but excluding indemnification obligations which are either contingent or inchoate to the extent no claims giving rise thereto have been asserted), to the Administrative extent required by Section 5.7.2, Agent’s good faith faith, reasonable estimate of the amount that is due or to could become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued by, or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are or instrumentality thereof and backed by the full faith and credit of the United StatesStates government, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of the West, any Lender or a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (dc) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified described in clause (cb); (ed) commercial paper issued by Bank of the West, any Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P. Cash Management Services - Services: any services provided from time to time by any AgentBank of the West, any Lender or any of its their respective Affiliates or branches to any Borrower, any Guarantor Borrower or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic automated clearinghouse, controlled disbursement, depositorye-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox, lockbox and stop payment, overdraft and/or wire transfer payment services. CERCLA - Cash Receipts: collectively, all available cash receipt from the sale of ABL Priority Collateral or casualty insurance proceeds arising from any of the foregoing and all proceeds of collections with respect to Accounts. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.

Cash Collateralize. the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Secured Bank ProductsProduct Obligations), the Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. Cash Equivalents - Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United Statesgovernment, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America or a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (dc) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified in clause (cb); (ed) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇’▇, and maturing within twelve nine months of the date of acquisition; and (fe) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P. Cash Management Services - Services: any services provided from time to time by any Agent, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor Borrower or any Subsidiary its Subsidiaries in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic automated clearinghouse, controlled disbursement, depositorye-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox, lockbox and stop payment, overdraft and/or wire transfer payment services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada. Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries. Chattel Paper - as defined in the UCC. Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date - as defined in Section 6.1. Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys. Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties. Co-Collateral Agents - as defined in the preamble hereto. Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.