Swiss Assignment Agreement



 EXECUTION VERSION 
  

 
 Exhibit 4.8 

Security Assignment Agreement 
 dated as of 26 July
2016 
 by and between 
  

			
	 Elizabeth Arden International Sàrl

Chemin de Joinville 28
 1216 Cointrin

Switzerland
	  	(the Assignor)

 and 
  

			
	 JPMorgan Chase Bank, N.A.

Loans Agency 6th Floor

25 Bank Street, Canary Wharf
 London E145JP

United Kingdom
	  	(the Administrative Agent)

 acting as Administrative Agent in its own name but for the benefit of the Secured Parties (as defined below) 

regarding 







 Security Assignment Agreement 

 
 assignment of bank account claims, accounts, insurance claims and intra-group
receivables 







 Security Assignment Agreement 

 
  
  

Table of Contents 
  

									
	1. Definitions and Interpretation	  	 	1	  
		 	 1.1.
	 	        Definitions	  	 	1	  
		 	 1.2.
	 	        Interpretation	  	 	4	  
		
	2. Assignment of Assigned Claims	  	 	5	  
		 	 2.1.
	 	        Assignment	  	 	5	  
		 	 2.2.
	 	        Accessory Rights	  	 	5	  
		
	3. Accounts	  	 	6	  
		 	 3.1.
	 	        Notification	  	 	6	  
		 	 3.2.
	 	        Information and other Duties	  	 	6	  
		 	 3.3.
	 	        Use of Accounts	  	 	6	  
		
	4. Intra-Group Receivables	  	 	7	  
		 	 4.1.
	 	        Notification	  	 	7	  
		 	 4.2.
	 	        Information Duties	  	 	7	  
		 	 4.3.
	 	        Use of Intra-Group Receivables	  	 	8	  
		
	5. Insurance Claims	  	 	8	  
		 	 5.1.
	 	        Notification	  	 	8	  
		 	 5.2.
	 	        Information and other Duties	  	 	8	  
		 	 5.3.
	 	        Use of Insurance Claims	  	 	9	  
		
	6. Bank Account Claims	  	 	9	  
		 	 6.1.
	 	        Notification	  	 	9	  
		 	 6.2.
	 	        Operation of Bank Accounts	  	 	10	  
		 	 6.3.
	 	        Information Duties	  	 	10	  
		 	 6.4.
	 	        Banking Secrecy	  	 	11	  
		 	 6.5.
	 	        New Bank Accounts	  	 	11	  
		
	 7. Representations and Warranties
	  	 	11	  
		
	 8. Undertakings of the Assignor
	  	 	12	  
		
	 9. Enforcement
	  	 	13	  
		
	 10. Swiss Up-Stream and Cross-Stream Limitation and Withholding
Tax
	  	 	16	  
		
	 11. Continuing and Independent Security
	  	 	18	  








 Security Assignment Agreement 

 
  

									
		
	 12.     Application of Proceeds
	  	 	19	  
		
	 13.     Avoidance of Payments
	  	 	19	  
		
	 14.     Further Rights of the Administrative
Agent
	  	 	19	  
		
	 15.     Exculpation and Indemnity
	  	 	20	  
		
	 16.     Taxes, Cost and Expenses
	  	 	20	  
		
	 17.     Reassignment of Assigned Claims
	  	 	21	  
		
	 18.     Right to Assign
	  	 	21	  
		
	 19.     Miscellaneous
	  	 	22	  
		 	 19.1.
	 	Waivers and amendment	  	 	22	  
		 	 19.2.
	 	Notices	  	 	22	  
		 	 19.3.
	 	Severability	  	 	23	  
		 	 19.4.
	 	Counterparts	  	 	23	  
		 	 19.5.    
	 	Governing Law and Jurisdiction	  	 	23	  
		
	 Annex 1: List of Accounts
	  	 	26	  
		
	 Annex 2: Form of Notice of Assignment to Debtors of Accounts
	  	 	27	  
		
	 Annex 3: List of Intra-Group Receivables
	  	 	29	  
		
	 Annex 4: Form of Notice of Assignment to Intra-Group Debtors
	  	 	30	  
		
	 Annex 5: List of Insurance Policies of the Assignor
	  	 	32	  
		
	 Annex 6: Form of Notice of Assignment to Insurance Companies
	  	 	33	  
		
	 Annex 7: Form of Acknowledgment Letter by Insurance Companies
	  	 	35	  
		
	 Annex 8: List of Bank Accounts
	  	 	36	  
		
	 Annex 9: Form of Notice of Assignment to Swiss Account Banks
	  	 	37	  
		
	 Annex 10: Form of Revocation Notice
	  	 	41	  








 Security Assignment Agreement 

 
 WHEREAS 
  

	A)	Pursuant to the terms of the Credit Agreement (as defined below), the lenders under the Credit Agreement have agreed to make available to the Borrowers (as defined in the Credit Agreement) certain credit facilities
under the Credit Agreement subject to the terms and conditions contained therein. 

  

	B)	It is envisaged that the Assignor provides security over the Assigned Claims for the benefit of the Secured Parties (as defined in the Credit Agreement) as security for the Secured Obligations (as defined below).


  

	C)	In accordance with the Credit Agreement (as defined below), each Secured Party has appointed the Administrative Agent to act as Administrative Agent and to hold the security hereby created as agent (Halten unter
einem Treuhandverhältnis) in its own name but for the benefit of all Secured Parties. 

 NOW THEREFORE, the parties hereto agree as
follows 
  

	1.	Definitions and Interpretation 

  

	1.1.	Definitions 

 A term defined in the Credit Agreement shall, unless otherwise defined in
this Agreement, have the same meaning when used in this Agreement. 
 When used in this Agreement only, the following capitalised terms shall
have the meaning assigned to them below: 
 Accounts means any and all present and future claims and receivables of the Assignor,
whether actual or contingent, whether due now or becoming due hereafter, against all clients, purchasers, suppliers, lessees or any of them (including members of the Group), arising out of or in connection with any leasing, or other supply of goods
and/or services (including the renting of properties or licensing of intellectual property rights) by or to the Assignor, together with all ancillary and security rights (including the right to receive the proceeds of any indemnity, warranty,
guarantee, negotiable instrument or collateral security) relating thereto, but excluding any Insurance Claims and Intra-Group Receivables; 

  
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 Security Assignment Agreement 

 
 Agreement means this assignment agreement; 

Assigned Claims means (i) the Bank Account Claims, (ii) the Accounts, (iii) the Insurance Claims and (iv) the
Intra-Group Receivables; 
 Assignment means the assignments for security purposes under this Agreement by the Assignor of the
Assigned Claims to the Administrative Agent pursuant to art. 164 et seq. of the Swiss Code of Obligations (Sicherungszession); 

Bank Account Claims means all present and future rights in and claims to which the Assignor now is or hereafter may become entitled to
or in respect of the Bank Accounts (i.e. the respective claims against the Swiss Account Bank), including the balance standing to the credit of the Assignor from time to time; 

Bank Accounts means, except for payment payroll only accounts, any bank accounts now or in the future held by the Assignor with a bank
entity (including, for the avoidance of doubt, any branch) of the Swiss Account Bank located in Switzerland, including all current bank accounts set out in Annex 8; 

Bank’s Pledge shall mean the right of set-off, pledge, retention or similar right or charge in respect of the Bank Account Claims
in favour of the Swiss Account Bank, which are created by the standard terms and conditions of any such Swiss Account Bank; 
 Credit
Agreement means the Fourth Amended and Restated Credit Agreement dated on or about the date hereof by and among ELIZABETH ARDEN, INC. as the U.S. Borrower, ELIZABETH ARDEN (CANADA) LIMITED as the Canadian Borrower, the Assignor as the Swiss
Borrower, ELIZABETH ARDEN (UK) LTD. as the U.K. Borrower, the other Loan Parties (as defined therein), the Lenders (as defined therein), the Administrative Agent and BANK OF AMERICA, N.A., as U.S. collateral agent; 

Debtor means each debtor of any of the Assigned Claims; 

Event of Default means an Event of Default as defined in the Credit Agreement; 

Insurance Claims mean all present and future, actual and contingent claims and receivables of the Assignor, together with all ancillary
and security rights attached thereto, arising out of or in connection with any Insurance Policies; 

  
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 Security Assignment Agreement 

 
 Insurance Company means any insurance institution or insurance
company licensed as such in Switzerland (except for health insurance and pension or old age insurance institutions); 
 Insurance Policies
mean all present and future insurance contracts governed by Swiss law under which the Assignor is the policy holder, the insured person and/or a loss payee (including those set out in Annex 5 but not including third party liability
insurances (Haftpflichtversicherungen) or insurances in favour of employees, such as, e.g., any kind of pension arrangements, or any substitute thereof (irrespective of whether such insurances are on a standalone basis or part
of a bundled insurance contract)); 
 Intra-Group Debtor means the debtor of an Intra-Group Receivable; 

Intra-Group Receivables means any and all present and future monetary claims and receivables of the Assignor, whether actual or
contingent, whether due now or becoming due hereafter, against any of its affiliates arising from, or in connection with, the granting of intra-group loans or any other agreement, instrument or document (including intra-group sale and service
agreements), together with all ancillary and security rights (including the right to receive the proceeds of any indemnity, warranty, guarantee, negotiable instrument or collateral security) relating thereto; 

Notice of Assignment to Debtors of Accounts means the notice substantially in the form set out in Annex 2 to this Agreement; 

Notice of Assignment to Insurance Companies means the notice substantially in the form set out in Annex 6 to this Agreement; 

Notices of Assignment to Intra-Group Debtors means the notice substantially in the form set out in Annex 4 to this Agreement;

 Notice of Assignment to Swiss Account Banks means the notice substantially in the form set out in Annex 9; 

Secured Obligations means the Foreign Secured Obligations as defined in the Credit Agreement; 

Swiss Account Bank means Credit Suisse AG; HSBC Bank plc, London, Zurich Branch; 

  
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 Security Assignment Agreement 

 
 Swiss Code of Obligations means the Swiss Code of Obligations
(Schweizerisches Obligationenrecht) as amended and restated from time to time; 
 Swiss Federal Tax Administration means the
tax authorities referred to in article 34 of the Swiss Withholding Tax Act; 
 Swiss Withholding Tax means taxes imposed under the
Swiss Withholding Tax Act; and 
 Swiss Withholding Tax Act means the Swiss Federal Act on the Withholding Tax (Bundesgesetz
über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time. 
  

	1.2.	Interpretation 

 In this Agreement 

 

	 	(a)	references to any person include a reference to any physical or legal person, corporation or other body corporate, government, state or agency of a state or any joint venture, association or partnership (whether or not
having separate legal personality), as well as to any of its successors, permitted assignees and transferees; 

  

	 	(b)	any references to a Loan Document or any other agreement, instrument or document are references to that Loan Document or other agreement, instrument or document as amended, restated, novated, supplemented, extended or
replaced, from time to time, in accordance with its terms and includes any change in the purpose of, any extension of or any increase in any facility, any increase in any margin, or the addition of any new facility under that Loan Document or other
agreement, instrument or document; 

  

	 	(c)	references to Clauses and Annexes are references to, respectively, clauses of and annexes to this Agreement; 

  

	 	(d)	words importing the plural shall include the singular and vice versa; 


  
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 Security Assignment Agreement 

 
  

	 	(e)	“including” means “including without limitation”, not limiting the term(s) to which the word relates to the example(s) thereafter mentioned; and 


 

	 	(f)	references herein to the Administrative Agent shall be read as references to the Administrative Agent acting as agent (Halten unter einem Treuhandverhältnis) in its own name but for the benefit of all
Secured Parties. 

  

	2.	Assignment of Assigned Claims 

  

	2.1.	Assignment 

 The Assignor hereby agrees to assign and hereby unconditionally assigns the
Assigned Claims to the Administrative Agent as a continuing first ranking security (Sicherungszession) free and clear of any security in favour of third parties (except for any Bank’s Pledge, to the extent not waived by the respective
Swiss Account Bank), in order to secure the Secured Obligations. 
  

	2.2.	Accessory Rights 

 If and insofar as accessory rights and rights which are or hereafter
will be dependent upon any Assigned Claims, such as rights arising out of (bank) guarantees connected or hereafter to be connected with any Assigned Claims, have not already passed to the Administrative Agent by virtue of the assignment of such
Assigned Claims pursuant hereto, the Assignor undertakes to promptly assign or transfer such accessory rights to the Administrative Agent by means of a separate declaration of assignment or transfer. In case such accessory rights have not been
assigned or transferred to the Administrative Agent, the Assignor hereby grants an irrevocable power of attorney to the Administrative Agent and any of the Administrative Agent’s successors, transferees or assigns in order to exercise such
rights in the Assignor’s name and in its own interest at any time hereinafter. 

  
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 Security Assignment Agreement 

 
  

	3.	Accounts 

  

	3.1.	Notification 

  

	 	(a)	After an Event of Default has occurred and is continuing or if Total Availability is (i) less than $15,000,000 at any time that the ratio of Cash Flow to Debt Service is 1.10 to 1.00 or greater and (ii) at all
other times less than $20,000,000, at the request of the Administrative Agent in its sole discretion, the Assignor agrees that if any of its Debtors have not previously received notice of the security interest of the Administrative Agent over its
Accounts, it shall promptly give notice to such Debtors and if the Assignor does not serve such notice, the Assignor hereby authorizes the Administrative Agent to serve such notice on its behalf. All such notices to be given by the Assignor shall be
substantially in the form of the Notice of Assignment to Debtors of the Accounts. 

  

	 	(b)	Irrespective of the foregoing, the Administrative Agent shall be entitled to notify the Debtors of the Accounts of the Assignment of the Accounts under this Agreement at any time in a form as it deems appropriate if and
to the extent such notification is necessary to preserve its rights under the Loan Documents. 

  

	3.2.	Information and other Duties 

 The Assignor shall provide the Administrative Agent on a
monthly basis, for the first time as of 31 July, and then as per the end of each month (in each case within 5 Business Days following such dates), and in any event immediately upon the occurrence of an Event of Default and upon reasonable
request by the Administrative Agent within 10 Business Days following such request, with correct, complete and up-to-date list of Accounts identifying each Account outstanding and assigned hereunder, specifying the name and address of each debtor,
the invoice number, date and amount, substantially in the form of Annex 1 hereto. 
  

	3.3.	Use of Accounts 

 Subject to and in accordance with the terms and conditions of the Loan
Documents, the Administrative Agent hereby grants the power of attorney to and authorises the Assignor to collect any Accounts and apply any proceeds freely in the course of its business acting with the standard of care of a prudent merchant for as
long as no Event of Default has occurred. 

  
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 Security Assignment Agreement 

 
  

	4.	Intra-Group Receivables 

  

	4.1.	Notification 

  

	 	(a)	Following the occurrence of an Event of Default, the Administrative Agent shall be authorised to request the Assignor to notify the Intra-Group Debtors of the Assignment of the Intra-Group Receivables and/or to itself
notify the Intra-Group Debtors of the Assignment of the Intra-Group Receivables. All such notices to be given by the Assignor shall be substantially in the form of the Notice of Assignment to Intra-Group Debtors. 


 

	 	(b)	Irrespective of the foregoing, the Administrative Agent shall be entitled to notify the Intra-Group Debtors of the Assignment of the Intra-Group Receivables under this Agreement at any time in a form as it deems
appropriate if and to the extent such notification is necessary to preserve its rights under the Loan Documents. 

  

	4.2.	Information Duties 

  

	 	(a)	The Assignor shall provide the Administrative Agent on a quarterly basis, for the first time 30 September, and then as per 30 September, 31 December, 31 March and 30 June of each year (in each
case within 15 Business Days following such dates), and in any event immediately upon the occurrence of an Event of Default and upon reasonable request by the Administrative Agent within 10 Business Days following such request, with correct,
complete and up-to-date list of Intra-Group Receivables identifying each Intra-Group Receivable, substantially in the form of Annex 3. 

  

	 	(b)	Upon request of the Administrative Agent, the Assignor shall deliver to the Administrative Agent copies of all intra-group loan or sales/service agreements relating to Intra-Group Receivables. 


  
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 Security Assignment Agreement 

 
  

	4.3.	Use of Intra-Group Receivables 

 Subject to and in accordance with the terms and
conditions of the Loan Documents, the Administrative Agent hereby grants the power of attorney to and authorises the Assignor to collect any Intra-Group Receivables and apply any proceeds freely in the course of its business acting with the standard
of care of a prudent merchant for as long as no Event of Default has occurred. 
  

	5.	Insurance Claims 

  

	5.1.	Notification 

  

	 	(a)	In respect of Insurance Claims existing at the date hereof, the Assignor shall furnish to the Administrative Agent within 5 Business Days after the date hereof copies of the signed Notices of Assignment to Insurance
Companies sent to the respective Insurance Companies. 

  

	 	(b)	The Assignor shall use its best endeavors to obtain in respect of each Insurance Policy the Notices of Assignment to Insurance Companies countersigned by the respective Insurance Company within 25 Business Days after
the service of such notice pursuant to clause 5.1(b) (Notification) above. 

  

	 	(c)	Irrespective of the foregoing, the Administrative Agent shall be entitled to notify the Insurance Companies of the Assignment of the Insurance Claims under this Agreement at any time in a form as it deems appropriate if
and to the extent such notification is necessary to preserve its rights under the Loan Documents. 

  

	5.2.	Information and other Duties 

  

	 	(a)	The Assignor shall provide the Administrative Agent on a quarterly basis, for the first time 30 September, and then as per 30 September, 31 December, 31 March and 30 June of each year (in each
case within 15 Business Days following such dates), and in any event immediately upon the occurrence of an Event of Default and upon reasonable request by the Administrative Agent within 10 Business Days following such request, with an up-to-date,
complete and correct list in the form as set out in Annex 5, which shall give details of the Insurance Policies and each existing Insurance Claim at the relevant time. 


  
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 Security Assignment Agreement 

 
  

	 	(b)	As of the date hereof, the Assignor shall deliver to the Administrative Agent the original Insurance Policies (together with a copy of the applicable insurance terms and conditions) now existing and promptly do so in
the future when new Insurance Policies (and/or insurance terms and conditions) are issued by an Insurance Company. 

  

	5.3.	Use of Insurance Claims 

 Subject to and in accordance with the terms and conditions of
the Loan Documents, the Administrative Agent hereby grants the power of attorney to and authorises the Assignor to collect any Insurance Claims and apply any proceeds freely in the course of its business acting with the standard of care of a prudent
merchant for as long as no Event of Default has occurred. 
  

	6.	Bank Account Claims 

  

	6.1.	Notification 

  

	 	(a)	In respect of Bank Account Claims existing at the date hereof, the Assignor shall furnish to the Administrative Agent within 5 Business Days after the date hereof copies of the signed Notices of Assignment to Swiss
Account Banks sent to the respective Swiss Account Banks. 

  

	 	(b)	The Assignor shall use its best endeavors to obtain in respect of each Bank Account the Notices of Assignment to Swiss Account Banks countersigned by the respective Swiss Account Banks within 25 Business Days after the
service of such notice pursuant to clause 6.1(a) (Notification) above. 

  

	 	(c)	The Administrative Agent shall be entitled to notify the Swiss Account Bank of the Assignment of the Bank Account Claims under this Agreement at any time if and to the extent such notification is necessary to preserve
its rights under the Loan Documents. 


  
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 Security Assignment Agreement 

 
  

	6.2.	Operation of Bank Accounts 

  

	 	(a)	Subject to and in accordance with the terms and conditions of the Loan Documents, the Administrative Agent hereby grants the power of attorney to and authorises the Assignor to dispose of the Bank Account Claims and, in
particular, to use any balance on its Bank Accounts freely in the course of its business acting with the standard of care of a prudent merchant for as long as no Event of Default has occurred. 


 

	 	(b)	If and to the extent necessary to preserve its rights under this Agreement the Administrative Agent shall be entitled to revoke such power of attorney at any time and to instruct the Swiss Account Bank to make payments
directly to the Administrative Agent or to any other person as it may designate. 

  

	6.3.	Information Duties 

  

	 	(a)	The Assignor shall provide the Administrative Agent on a quarterly basis, for the first time 30 September, and then as per 30 September, 31 December, 31 March and 30 June of each year (in each
case within 15 Business Days following such dates), and in any event immediately upon the occurrence of an Event of Default and upon reasonable request by the Administrative Agent within 10 Business Days following such request, with correct,
complete and up-to-date account statements for the Bank Account evidencing all then outstanding Bank Account Claims. The Assignor shall instruct the Swiss Account Bank to deliver to the Administrative Agent all such information requested by it in
respect of the Bank Account. 

  

	 	(b)	Irrespective of the foregoing, the Administrative Agent shall be entitled to request from the Swiss Account Bank account statements for the Bank Account evidencing all then existing account balances or securities held
in an account at any time without the participation and/or prior consent of the Assignor. 


  
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 Security Assignment Agreement 

 
  

	6.4.	Banking Secrecy 

 With respect to and for the benefit of the Administrative Agent, the
Assignor hereby irrevocably and unconditionally waives and releases the Swiss Account Bank from any banking secrecy and confidentiality rights in relation to the Bank Account and the Bank Account Claims. To the extent required by the Swiss Account
Bank, the Assignor shall provide the Swiss Account Bank with a separate waiver letter. 
  

	6.5.	New Bank Accounts 

 The Assignor shall upon establishing a new Bank Account promptly
deliver to the Administrative Agent an updated list of the Bank Accounts substantially in the form set out in Annex 8. 
  

	7.	Representations and Warranties 

 Without prejudice and in addition to the representations
and warranties made by the Assignor under the Credit Agreement which are incorporated herein by way of reference, the Assignor makes the representations and warranties set out herein in favour of the Administrative Agent and the other Secured
Parties and acknowledges that each Secured Party entered into the Loan Documents in full reliance on those representations and warranties: 
  

	 	(a)	this Agreement constitutes legal, valid and binding obligations that are enforceable against the Assignor pursuant to its terms; 

  

	 	(b)	in respect of the Assigned Claims: 

  

	 	(i)	it is the sole and unencumbered creditor and beneficiary of, and entitled to all rights and benefits under each of the Assigned Claims if and once they have come into existence (except for any Bank’s Pledge);


  

	 	(ii)	each of the Assigned Claims is freely assignable by the Assignor and free from any security (except for any Bank’s Pledge, to the extent not waived by the respective Swiss Account Bank); 


 

	 	(iii)	it has (except for any Bank’s Pledge) not created a security over any Assigned Claim nor in whole or part assigned or transferred to any third party, waived, reduced, settled, released, or otherwise modified or
entered into an undertaking to do so or otherwise disposed of any Assigned Claim; 


  
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 Security Assignment Agreement 

 
  

	 	(iv)	to the best of its knowledge, it has complied with the material terms and undertakings of each contract relating to each Assigned Claim in all material aspects; 


 

	 	(v)	there is and will be no agreement entered into between the Assignor and any third party relating to any Assigned Claims that could negatively affect the obligations of the Assignor or the rights of the Administrative
Agent under this Agreement or the enforcement of the Assigned Claims (for the avoidance of doubt, this representation does not relate to any agreements with Swiss Account Banks to the extent they contain a Bank’s Pledge); and 


 

	 	(vi)	other than the Insurance Policies, there exist no acknowledgment of debt (Schuldschein) which evidences any Assigned Claim. 


The representations and warranties set out in this clause 7 (Representations and Warranties) are made as per the date hereof and during
the subsistence of this Agreement and are deemed to be repeated upon each delivery of a list pursuant to clauses 3.2 (Information and other Duties), 4.2 (Information Duties), 5.2 (Information and other Duties) or 6.3
(Information Duties). 
  

	8.	Undertakings of the Assignor 

 Unless permitted or otherwise provided for in the Loan
Documents or this Agreement or by the Administrative Agent’s prior written consent, the Assignor hereby undertakes to the Administrative Agent and the other Secured Parties as follows: 

 

	 	(a)	to take any steps necessary or appropriate to protect and maintain the Assigned Claims, collect the Assigned Claims in the ordinary course of business and take all measures required to ensure that the Assigned Claims
are paid when due; 

  

	 	(b)	to comply with the material terms and undertakings of all contracts under which the Assigned Claims have accrued or will accrue in the future in all material aspects; 


 

	 	(c)	not to close the Bank Account without the prior written consent of the Administrative Agent; 


  
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 Security Assignment Agreement 

 
  

	 	(d)	to promptly provide the Administrative Agent with all bank account establishment documents relating to any renewal, re-designation or replacement of the existing Bank Account, including, but not limited to, the opening
of any additional account or sub-account; 

  

	 	(e)	to promptly inform the Administrative Agent of any fact or event which is likely at any time to jeopardise or affect in a materially adverse manner the Administrative Agent’s right over the Assigned Claims or the
Administrative Agent’s ability to collect the Assigned Claims in accordance with the terms of this Agreement, including any action aimed at putting the Assignor in bankruptcy or at purporting to seize or attach any Assigned Claims;


  

	 	(f)	to provide promptly to the Administrative Agent any acknowledgment of debt (Schuldschein) which evidences an Assigned Claim; 

  


	 	(g)	not to: 

  

	 	(i)	assign or purport to assign Assigned Claims, other than as provided in this Agreement; 

  

	 	(ii)	create or agree to create or (except for any Bank’s Pledge existing as of the date of this Agreement) permit to subsist any encumbrance on, or any other third party right relating to any Assigned Claim;


  

	 	(iii)	agree to restrict the assignability of any Assigned Claim; and 

  

	 	(iv)	alter, waive, compromise, discount or reduce any Assigned Claim, or change the terms of payment of any Assigned Claim. 

  

	9.	Enforcement 

  

	 	(a)	Upon the occurrence of an Event of Default and at any time thereafter while the same is continuing, the Assignor shall: 

  

	 	(i)	immediately provide the Administrative Agent with a list setting forth in reasonable detail all Assigned Claims and, upon the Administrative Agent’s request, any and all such further information, agreements and
documents (including original copies thereof) evidencing the Assigned Claims as the Administrative Agent may reasonably require in order to allow the Administrative Agent to collect and enforce the Assigned Claims; and 


  
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 Security Assignment Agreement 

 
  

	 	(ii)	upon Administrative Agent’s request, instruct, at its own expense, but in the Administrative Agent’s name and in form and substance as the Administrative Agent may in its reasonable discretion see fit, each
third party debtor of each Assigned Claim to make all payments thereunder into an account specified by the Administrative Agent. 

  

	 	(b)	Without prejudice to any other right or remedy available to the Administrative Agent, upon the occurrence of an Event of Default and at any time thereafter while the same is continuing, the Administrative Agent shall
have the right, but not the obligation, to do the following at its discretion and without any further notice or formality to the Assignor: 

  

	 	(i)	to notify the Debtors of the Assigned Claims of the assignment of such claims to the Administrative Agent and demand payment to itself (in form and substance as the Administrative Agent may in its reasonable discretion
see fit); 

  

	 	(ii)	to collect any payment due or thereafter becoming due or being effected under the Assigned Claims and to set-off the amounts collected and /or the proceeds realized (less all costs and expenses) against any of the
Secured Obligations; 

  

	 	(iii)	to collect any account balance due or thereafter becoming due under the Bank Account Claims and/or to realize or liquidate any assets which are held in the Bank Account (less all costs and expenses) against any of the
Secured Obligations; 

  

	 	(iv)	to undertake on its own initiative any necessary steps to collect an overdue or bad claim under any of the Assigned Claims; 

  

	 	(v)	instead of awaiting the receipt of payments from the Debtors of any Assigned Claims, the Administrative Agent may, at its discretion and without any further formality or previous notice to the Assignor, realise the
Assigned Claims by means of a private sale (including without limitation, but only to the extent legally admissible, a purchase by the Administrative Agent itself (Selbsteintritt)) or public auction and assign such Assigned Claims to any
third party and to set-off the proceeds (less all costs and expenses) of such realization against any of the Secured Obligations. 


  
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 Security Assignment Agreement 

 
  

	 	(c)	For the avoidance of doubt, the Administrative Agent shall, in the event that it has demanded payment of any Assigned Claims from the Debtors to itself, in no event be obligated to take any further measures (including
without limitations any debt collection measures) in relation to any Assigned Claims. 

  

	 	(d)	Notwithstanding the provisions in this clause 9 (Enforcement), upon the occurrence of an Event of Default and at any time thereafter while the same is continuing, the Administrative Agent is at liberty to enforce
any Secured Obligations prior to the collection or enforcement of any Assigned Claims and commence or pursue the regular debt enforcement proceedings against the Assignor without having first to collect or enforce any Assigned Claims, without
foregoing any of its rights in relation to the Assigned Claims. 

  

	 	(e)	If an Assigned Claim is secured by any type of security, and if such Assigned Claim is not fully paid in due time, upon the occurrence of an Event of Default and at any time thereafter while the same is continuing, the
Administrative Agent may realise and enforce such security at its discretion and without any further formality or previous notice to the Assignor. 

  

	 	(f)	The Administrative Agent may, at its discretion, determine the order of the collection or enforcement (if any) of the Assigned Claims. 


 

	 	(g)	Following the occurrence of an Event of Default, the Assignor (as the Administrative Agent’s fiduciary agent) shall, if payments are made to it rather than to the Administrative Agent hold any payments received
under or in relation to any Assigned Claims in a separate account, without commingling the same with its other funds and shall turn the same over to the Administrative Agent in the identical form as received on the Business Day following the day
such payments were received by the Assignor. 


  
 15 








 Security Assignment Agreement 

 
  
  

	10.	Swiss Up-Stream and Cross-Stream Limitation and Withholding Tax 

  

	 	(a)	If and to the extent the Assignor has to fulfil any guarantee, obligation, liability, indemnity or undertaking under this Agreement or any other Loan Document (a “Guarantee Liability”), or if any
proceeds from the realization of a security over any asset granted by the Assignor under this Agreement or any other Loan Document (a “Charge”) are to be applied, for or in relation to any obligation, undertaking, indemnity or
liability of any other Loan Party (other than the Assignor or any of its wholly owned direct or indirect subsidiaries) and if complying with a Guarantee Liability or permitting the application of the proceeds from the realization of any Charge would
constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (verdeckte Gewinnausschüttung)
by the Assignor or would otherwise be restricted under Swiss law and practice then applicable, the Assignor’s aggregate liability under any Guarantee Liability and/or the application of the proceeds from the realization of any Charge, as
applicable, shall be limited to the amount of the Assignor’s freely disposable equity at the time when payment is claimed under a Guarantee Liability or, as applicable, the proceeds from the realization of a Charge are to be applied (the
“Swiss Limitation”), whereby for the purpose of this clause 10 (Swiss Up-Stream and Cross-Stream Limitation and Withholding Tax), freely disposable equity means the amount equal to the maximum amount in which the
Assignor can make a dividend payment to its shareholders under applicable law at that point in time (the “Freely Disposable Amount”). 

  

	 	(b)	The Swiss Limitation shall only apply to the extent it is a requirement under applicable law at the time the Assignor is required to perform a Guarantee Liability or at the time when the proceeds from the realization of
a Charge are to be applied. Such Swiss Limitation shall not free the Assignor from its Guarantee Liability or from permitting the application of the proceeds from the realization of a Charge, respectively, in excess of the Freely Disposable Amount,
but merely postpone the fulfilment or application thereof until such times when the Assignor has again freely disposable equity and if and to the extent such freely disposable equity is available. 


  
 16 








 Security Assignment Agreement 

 
  

	 	(c)	The Assignor shall take and cause to be taken all and any action, to the extent reasonably practical and possible, including, without limitation, (i) the passing of any quotaholders’ resolutions to approve any
payment or other performance under this Agreement or any other Loan Document, (ii) the provision of an audited interim balance sheet, and (iii) the provision of a confirmation from the auditors of the Assignor that a payment of the
Assignor under the Loan Documents in an amount corresponding to the Freely Disposable Amount is in compliance with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves, in order to allow payment of
amounts owed by the Assignor under the Loan Documents as well as the performance by the Assignor of other obligations under the Loan Documents. 

  

	 	(d)	If so required under applicable law (including tax treaties) at the time it is required to make a payment under a Guarantee Liability or, as applicable, the proceeds from the realization of a Charge are to be applied,
the Assignor: 

  

	 	(i)	shall use its best efforts to ensure that such enforcement can be made without deduction of Swiss Withholding Tax, or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability to such tax
by notification pursuant to applicable law (including tax treaties) rather than payment of the tax; 

  

	 	(ii)	shall deduct the Swiss Withholding Tax at such rate (being 35 percent on the date hereof) as in force from time to time if the notification procedure pursuant to sub-paragraph (i) above does not apply; or shall
deduct the Swiss Withholding Tax at the reduced rate resulting after discharge of part of such tax by notification if the notification procedure pursuant to sub-paragraph (i) applies for a part of the Swiss Withholding Tax only; and shall pay
within the time allowed any such taxes deducted to the Swiss Federal Tax Administration; and 

  

	 	(iii)	shall promptly notify the Administrative Agent that such notification or, as the case may be, deduction has been made, and provide the Administrative Agent with evidence that such a notification of the Swiss Federal Tax
Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration. 


  
 17 








 Security Assignment Agreement 

 
  

	 	(e)	In the case of a deduction of Swiss Withholding Tax, the Assignor shall ensure that any person that is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment under this Agreement,
will, as soon as possible after such deduction: 

  

	 	(i)	request a refund of the Swiss Withholding Tax under applicable law (including tax treaties), and 

  

	 	(ii)	pay to the Administrative Agent upon receipt any amount so refunded. 

 The Administrative Agent
shall co-operate with the Assignor to secure such refund. 
  

	 	(f)	If the fulfilment of a Guarantee Liability or the application of the proceeds from the realisation of any Charge is subject to the Swiss Limitation, then the Assignor shall, upon request of the Administrative Agent, to
the extent permitted by applicable law, revalue upward or, if the respective assets are not necessary for the Assignor’s business (nicht betriebsnotwendig), realise any of its assets that are shown in its balance sheet with a book
value that is significantly lower than the market value of such assets. 

  

	11.	Continuing and Independent Security 

  

	 	(a)	The security interest granted by the Assignor hereunder shall remain in full force and effect as a continuing security for the Secured Obligations unless and until complete and definitive discharge of the Secured
Obligations. 

  

	 	(b)	The security interest granted by the Assignor hereunder shall be cumulative, in addition to and independent of any other security interest which the Administrative Agent and/or the other Secured Parties (and/or any of
them) may at any time hold for the Secured Obligations or any rights, powers and remedies provided by law. 

  

	 	(c)	To the fullest extent permitted by applicable law, the Assignor waives any right it may have of first requiring the Administrative Agent to proceed against, or claim payment from, any person or enforce any guarantee or
security granted by any person before enforcing this Agreement and/or its rights hereunder or pursuant hereto. 


  
 18 








 Security Assignment Agreement 

 
  

	12.	Application of Proceeds 

  

	 	(a)	Any proceeds received under this Agreement by the Administrative Agent in the event of an Enforcement pursuant to clause 9 (Enforcement) shall be applied towards payment and discharge of the Secured Obligations
in accordance with the Credit Agreement. 

  

	 	(b)	Until the full and final satisfaction and discharge of all Secured Obligations, the Secured Parties shall be entitled to treat all proceeds received in the event of an Enforcement pursuant to clause 9
(Enforcement) as additional collateral for the Secured Obligations, notwithstanding their right to seek satisfaction from such proceeds at any time. 

  

	13.	Avoidance of Payments 

 If the Administrative Agent considers that any amount paid or
credited to it in respect of the Credit Agreement is capable of being avoided or reduced by virtue of any applicable law, the liability of the Assignor under this Agreement and the security interest granted hereunder shall, to the extent legally
permitted, and provided such avoidance is not caused by the Administrative Agent for reasons of gross negligence or wilful misconduct, continue and such amount shall not be considered to have been irrevocably paid. 

 

	14.	Further Rights of the Administrative Agent 

  

	 	(a)	The Administrative Agent shall have the right to execute, deliver and perfect all documents in the Assignor’s name and on the Assignor’s behalf and do all things which the Administrative Agent may consider to
be required for: 

  

	 	(i)	carrying out any obligation imposed on the Assignor under this Agreement (including the execution and delivery of any deeds, notices, charges, assignments or other transfers of any Assigned Claims); and



  
 19 








 Security Assignment Agreement 

 
  

	 	(ii)	enabling the Administrative Agent to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on it by or pursuant to this Agreement or by law. 


 

	 	(b)	The Administrative Agent may delegate to any person, at any time and from time to time, the exercise of any of its right, power or discretion (including without limitation the enforcement of the security interest
created hereunder) under, and/or, to the fullest extent legally permitted, the performance of any of its obligations pursuant, this Agreement. Any such delegation may be made upon the terms (including power to sub-delegate) which the Administrative
Agent may in its discretion see fit. 

  

	15.	Exculpation and Indemnity 

 Neither the Administrative Agent nor any other Secured Party
shall be liable for any loss or damage suffered by the Assignor, except in case of wilful misconduct (Absicht) or gross negligence (grobe Fahrlässigkeit) on the part of the Administrative Agent (or any officer, employee, agent or
delegate of, or appointed by, the Administrative Agent for which it is responsible pursuant to mandatory applicable law). The Assignor will fully release, discharge and indemnify the Administrative Agent and any delegate and auxiliary person of the
Administrative Agent and keep them fully harmless for any claims raised or brought against them in connection with this Agreement, save in respect of loss or damage suffered as a result of the wilful misconduct (Absicht) or gross negligence
(grobe Fahrlässigkeit) on the part of the Administrative Agent (or any officer, employee, agent or delegate of, or appointed by, the Administrative Agent for which it is responsible pursuant to applicable law). 

 

	16.	Taxes, Cost and Expenses 

  

	 	(a)	The Assignor shall bear all costs, charges, fees and expenses triggered by this Agreement and reimburse the Administrative Agent for the amount of all costs and expenses (including legal fees) reasonably incurred in
connection with its negotiation, preparation, execution and amendments. 

  

	 	(b)	The Assignor shall pay to the Administrative Agent the amount of all costs and expenses (including legal fees) reasonably incurred in connection with the enforcement of, or the preservation of any rights under, this
Agreement. 


  
 20 








 Security Assignment Agreement 

 
  

	17.	Reassignment of Assigned Claims 

 Upon complete and definitive discharge of the Secured
Obligations, the Administrative Agent shall reassign all Assigned Claims to the Assignor, provided that the rights of the Administrative Agent under this Agreement shall be fully reinstated in case the discharge of the Secured Obligations has been
successfully challenged by any insolvency official or any creditor of the Assignor. The Administrative Agent shall not be deemed to have made and shall not be obliged to make any representation or warranty with respect to any of the Assigned Claims
so retransferred, save for the representation that it shall reassign all Assigned Claims to the Assignor free of any security. 
  

	18.	Right to Assign 

  

	 	(a)	The Administrative Agent (but not, for the avoidance of doubt, the Assignor) shall have the right to transfer or assign all or part of its rights (in particular, an assignment or pledge of any Assigned Claims) and/or
obligations under this Agreement (including, but not limited to, a transfer of the entire contractual relationship of this Agreement (Vertragsübernahme durch einen Dritten)) to any party to whom the Administrative Agent is permitted to
assign its rights or transfer its rights and obligations under the Credit Agreement (in accordance with the terms thereof). The Assignor hereby explicitly agrees to such an assignment or transfer and undertakes, upon first request from the
Administrative Agent, at its own costs, to take all measures and do all acts necessary or useful in relation to such an assignment or transfer. 

  

	 	(b)	Subject to the terms of the Credit Agreement, the Administrative Agent and any other Secured Party may disclose to any person domiciled in Switzerland or abroad with whom they are proposing to enter into (or have
entered into) any kind of assignment, transfer or accession in relation to this Agreement or the Credit Agreement, any information relating to this Agreement as they may in their discretion see fit. 


  
 21 








 Security Assignment Agreement 

 
  

	19.	Miscellaneous 

  

	19.1.	Conflicting provisions 

 In case of any conflict or inconsistency between any provision
of this Agreement and the provisions of the other Loan Documents with respect to the subject matter hereof, the provisions of this Agreement shall prevail. 
  

	19.2.	Waivers and amendment 

 No failure on the part of the Administrative Agent to exercise,
or delay on its part in exercising, any collateral rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of a collateral right under this Agreement preclude any further or other exercise of that or
any other collateral right. 
 Any amendment or waiver of this Agreement or any provision of this Agreement (including this paragraph of
this clause 19.2 (Waivers and amendment) shall only be binding if agreed in writing by the parties. 
  

	19.3.	Notices 

 All notices and other communications provided for hereunder shall be made in
accordance with section 8.01 (Notices) of the Credit Agreement to the following addresses: 
  

					
		 	If to the Assignor:	  	 Elizabeth Arden, Inc.
 880 SW 145th Avenue
 Pembroke Pines, Florida 33027

Attention: Marcey Becker,
 Senior Vice President,

Finance & Corporation Development
 Phone No.:
(954) 364-6900
 Fax No.: (954) 364-6920



  
 22 








 Security Assignment Agreement 

 
  

					
		 		  	with copy to:
			
		 		  	 Elizabeth Arden International Sàrl

chemin de Joinville 28
 1216 Cointrin

Switzerland

			
		 	If to the Administrative Agent:	  	 JPMorgan Chase Bank, N.A.
 Loans Agency 6th Floor
 25 Bank Street, Canary Wharf

London E145JP
 United Kingdom

Attention: Loans Agency
 Fax: +44 (0)20 7777 2360


  

	19.4.	Severability 

 If any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any jurisdiction, this shall not affect or impair (i) the validity or enforceability in that jurisdiction of any other provision of this Agreement or (ii) the validity or enforceability in any other jurisdiction of that or
any other provision of this Agreement, and the parties will negotiate in good faith to replace the relevant provision by another provision reflecting as closely as possible the original intention and purpose of the parties. 

 

	19.5.	Counterparts 

 This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument. 
  

	19.6.	Governing Law and Jurisdiction 

  

	 	(a)	This Agreement (including the assignment) shall be governed by and construed in accordance with the substantive law of Switzerland (under the exclusion of the Swiss conflict of law rules). 


 

	 	(b)	Exclusive jurisdiction for all disputes arising out of or in connection with this Agreement including matters of validity, conclusion, binding effect, interpretation, performance or non-performance and remedies shall be
with the courts of the City of Zurich, Switzerland, venue Zurich 1. 


  
 23 








 Security Assignment Agreement 

 
  

	 	(c)	The preceding paragraph is for the benefit of the Administrative Agent and the other Secured Parties which shall retain the right to take proceedings in any other courts with jurisdiction. To the fullest extent
permitted by applicable law, the Secured Parties may take concurrent proceedings in any number of jurisdictions. 

 [SIGNATURE
PAGE FOLLOWS] 

  
 24 








 Security Assignment Agreement 

 
 Signatures 

Elizabeth Arden International Sàrl as Assignor 
  

					
	Geneva	  	22nd July 2016	  	/s/ Dirk Ulrich Henseling
	Place, date	  		  	By: Dirk Ulrich Henseling
		  		  	Title: Managing Director
			
	Geneva	  	22nd July 2016	  	/s/ Marie-Anne Morgan
	Place, date	  		  	By: Marie-Anne Morgan
		  		  	Title: Managing Director

 JPMorgan Chase Bank, N.A. as Administrative Agent 

acting as Administrative Agent in its own name but for the benefit of the Secured Parties 

 

					
	Geneva	  	22nd July 2016	  	/s/ Tim Jacobs
	Place, date	  		  	By: Tim Jacobs
		  		  	Title: Authorised Officer
			
	Geneva	  	22nd July 2016	  	/s/ Matthew Sparkes
	Place, date	  		  	By: Matthew Sparkes
		  		  	Title: Authorised Officer


  
 25 








 Security Assignment Agreement 

 
 Annex 1: List of Accounts 

 

							
	Name and address of debtor	 	Invoice Number	  	Date	  	Amount owing to Assignor
	  

	     
	 		  		  	
	  

	     
	 		  		  	
	  

	     
	 		  		  	
	  

	     
	 		  		  	
	  

	     
	 		  		  	
	  



  
 26 








 Security Assignment Agreement 

 
 Annex 2: Form of Notice of Assignment to Debtors of Accounts 

From: 
 [insert name and address of Assignor] 

To: 
 [insert name and address of debtor] 

With copy to: 
 [insert name and address of
Administrative Agent] 
 [Place/Date] 
 Notice of
Assignment – Payment Instructions 
 Dear Sirs 
 We
refer to the [contract and other particulars identifying the assigned receivables in relation to the relevant customer debtor of Assignor]. 
 You
are hereby notified that [insert name of Assignor] (the Assignor) and [insert name of Administrative Agent] (the Administrative Agent) on [...] 2016 have entered into a Swiss law governed assignment agreement whereby
all present and future monetary claims and receivables of the Assignor against you arising out of or in connection with any contracts or other business relationships with you, whether actual or contingent, together with all ancillary and security
rights (including the right to receive the proceeds of any indemnity, warranty, guarantee, negotiable instrument or collateral security) relating thereto, have been assigned to the Administrative Agent, irrespective of whether currently due or
becoming due in the future. 
 Please be informed that as consequence of the assignment, the procedures for discharging your debts towards [insert name
of Assignor] change. Please note the following: 
 Address for notices: 

[insert name and address of Administrative Agent] 

  
 27 








 Security Assignment Agreement 

 
 Payment Instructions: 

You are herewith notified and instructed to pay to the following account: 

[insert details of Bank Account designated for such purpose by Administrative Agent] 

Please note that only payments made to the above account (or to such other account as indicated to you by [insert name of Administrative Agent]) shall
release you from any payment obligation in respect of any of the assigned claims. 
 Yours sincerely 

[Assignor] 
  

					
	   
	 		 	   

	Name:	 		 	Name:
	Title:	 		 	Title:


  
 28 








 Security Assignment Agreement 

 
 Annex 3: List of Intra-Group Receivables 

 

					
	Name and address of Intra-Group Debtor	  	Date                            	  	Amount owing to Assignor
	  

	     
	  		  	
	  

	     
	  		  	
	  

	     
	  		  	
	  

	     
	  		  	
	  

	     
	  		  	
	  



  
 29 








 Security Assignment Agreement 

 
 Annex 4: Form of Notice of Assignment to Intra-Group Debtors 

From: 
 [insert name and address of Assignor] 

To: 
 [insert name and address of Intra-Group Debtor]

 With copy to: 
 [insert name and address of
Administrative Agent] 
 [Place/Date] 
 Notice of
Assignment – Payment Instructions 
 Dear Sirs 
 We
refer to the [contract and other particulars identifying the assigned intra-group claims in relation to the relevant Intra-Group Debtor]. 
 You are
hereby notified that [insert name of Assignor] (the Assignor) and [insert name of Administrative Agent] (the Administrative Agent) on [...] 2016 have entered into a Swiss law governed assignment agreement whereby all
present and future monetary claims and receivables of [insert name of Assignor], whether actual or contingent, whether due now or becoming due hereafter, arising from, or in connection with, the granting of intra-group loans or any other
agreement, instrument or document (including intra-group sale and service agreements), including the above referred contract, together with all ancillary and security rights (including the right to receive the proceeds of any indemnity, warranty,
guarantee, negotiable instrument or collateral security) relating thereto, have been assigned to the Administrative Agent irrespective of whether currently due and payable or becoming due and payable in the future. 

Please be informed that as consequence of the assignment, the procedures for discharging your debts towards [insert name of Assignor] change. Please
note the following: 
 Address for notices: 

[insert name and address of Administrative Agent] 

  
 30 








 Security Assignment Agreement 

 
 Payment Instructions: 

You are herewith notified and instructed to pay to the following account: 

[insert details of Bank Account designated for such purpose by Administrative Agent] 

Please note that only payments made to the above account (or to such other account as indicated to you by [insert name of Administrative Agent]) shall
release you from any payment obligation in respect of any of the assigned claims. 
 Yours sincerely 

[insert name of Assignor] 
  

					
	   
	 		 	   

	Name:	 		 	Name:
	Title:	 		 	Title:


  
 31 








 Security Assignment Agreement 

 
 Annex 5: List of Insurance Policies of the Assignor 

 

											
	Insurance Institution /
Company
[name; address]	  	Insurance Policy
(date; number)	  	Insured Assets	  	Insured Risks	  	 Insured

Value
	  	 Expiration

Date

	  

	     
	  		  		  		  		  	
	  

	     
	  		  		  		  		  	
	  

	     
	  		  		  		  		  	
	  

	     
	  		  		  		  		  	
	  

	     
	  		  		  		  		  	
	  



  
 32 








 Security Assignment Agreement 

 
 Annex 6: Form of Notice of Assignment to Insurance Companies 

From: 
 [insert name and address of Assignor] 

To: 
 [insert name and address of Insurance Company] 

[place, date] 
 Notification Letter 

Dear Sirs 
 We hereby notify you that pursuant to an assignment
agreement dated [insert final date] (the Assignment Agreement) we have assigned for security purposes in accordance with art. 164 et seq. of the Swiss Code of Obligations to [insert name and address of Administrative Agent] (the
Administrative Agent), all our claims and rights relating to the insurance policy number [...] (the Insurance Policy). 

Notwithstanding the above assignment, we are authorised under the Assignment Agreement to collect all amounts relating to the Insurance Policy in the ordinary
course of business until an Event of Default (as defined in the Assignment Agreement) occurs and continues. 
 Immediately upon being notified by us or the
Administrative Agent of the occurrence of an Event of Default, you shall only pay amounts relating to the Insurance Policy as directed by the Administrative Agent. 

Please acknowledge receipt of this letter by sending a letter in a form identical to the enclosed letter to us with a copy to the Administrative Agent. 

  
 33 








 Security Assignment Agreement 

 
 This letter is governed by Swiss law. 

Kind regards 
 [Assignor] 

 

					
	   
	 		 	   

	Name:	 		 	Name:
	Title:	 		 	Title:


  
 34 








 Security Assignment Agreement 

 
 Annex 7: Form of Acknowledgment Letter by Insurance Companies 

From: 
 [insert name and address of Insurance
Company] 
 To:  
 [insert name and
address of Assignor] 
 [Place, date] 

Acknowledgment of Assignment 
 Dear Sirs 

We acknowledge receipt of your letter dated [•] 20[•]. 

We note that, notwithstanding the assignment referred to in your letter, you are authorised to collect amounts relating to the insurance policy number
[...] (the Insurance Policy) in the ordinary course of business until the occurrence of an Event of Default which is continuing. We also note that upon being notified by you or the Administrative Agent of the occurrence of an Event of
Default, we shall pay any amount relating to the Insurance Policy only as directed by the Administrative Agent. 
 We expressly confirm that all premiums
owed by you to us in respect of the assigned policies have been paid when due. 
 This letter is governed by Swiss law. 

Kind regards 
 [Insurance Company] 

 

					
	   
	 		 	   

	Name:	 		 	Name:
	Title:	 		 	Title:


  
 35 








 Security Assignment Agreement 

 
 Annex 8: List of Bank Accounts 

The following Bank Account(s) is/are currently held by the Seller: 
  

											
	 Bank
	  	 Address
	  	 Account holder
	  	 IBAN
	  	 SWIFT-code
	  	 Currency

	Credit Suisse AG	  	Place Bel-Air 2 1211 Genève 70 Switzerland	  	Elizabeth Arden International Sàrl	  	CH16 0483 5052 3385 2100 0	  	CRESCHZZ12A	  	CHF
						
	HSBC Bank plc, London, Zurich Branch	  	Bederstrasse 49, 8002 Zürich Switzerland	  	Elizabeth Arden International Sàrl	  	CH07 0870 1001 0002 2300 1	  	HSBCCHZZ	  	CHF


  
 36 








 Security Assignment Agreement 

 
 Annex 9: Form of Notice of Assignment to Swiss Account Banks 

From: 
 [insert name and address of Assignor] 

To: 
 [insert name and address of Swiss Account Bank]

 [place, date] 
 With copy to: 

JPMorgan Chase Bank, N.A. 
 Loans Agency 6th Floor 
 25 Bank Street, Canary Wharf 

London E145JP 
 United Kingdom 

Notification Letter 
 Dear Sirs 

Reference is made to the existing cash bank account no [...].: 

[XXX-XXXXXX.XXX] 
 [XXX-XXXXXX.XXX] 

and all other (existing or future) cash bank accounts held by us (the Assignor) with you from time to time (the Bank Accounts). 

You are hereby notified that the Assignor and JPMorgan Chase Bank, N.A. Loans Agency 6th Floor, 25 Bank
Street, Canary Wharf, London E145JP, United Kingdom as assignee and Administrative Agent (the Administrative Agent, which term shall include any successor, permitted assignee and transferee notified to you) on [...] 2016 have entered into
a Swiss law governed assignment agreement (as amended, restated or otherwise modified from time to time, the Agreement) whereby the Assignor has assigned for security purposes (Sicherungszession) all of the Assignor’s existing and
future rights, claims, titles, interests and other ancillary rights in each of the Bank Accounts (the Assigned Claims) to the Administrative Agent. 

  
 37 








 Security Assignment Agreement 

 
 Any dispositions by the Assignor in respect of the Assigned Claims may pursuant to the
Agreement only be made with the written authorisation of the Administrative Agent. The following authorisation is hereby given to the Assignor: 
  

	 	•	 	The Administrative Agent hereby authorises the Assignor to operate freely the Bank Accounts within the care of a prudent business man (Sorgfalt eines ordentlichen Kaufmannes) (including the withdrawal of assets
from the Bank Accounts). 

  

	 	•	 	After receipt of a Revocation Notice (as defined below), this authority granted to the Assignor is terminated and you shall only validly discharge your obligations in respect of the Assigned Claims by payment to the
Administrative Agent. 

 The revocation of the authorisation granted in favor of the Assignor to operate the Bank Accounts shall be made by
written notice as attached hereto as Schedule 1 (the Revocation Notice). In this respect, you are released from any duty to verify the signature power of any individual that has signed the Revocation Notice. 

You will implement the revocation as soon as reasonably practicable and in any event within one business day of actual receipt of the Revocation Notice. Until
the Bank Accounts have been blocked in favor of the Administrative Agent following receipt of the Revocation Notice, you shall not inform the Assignor of receipt of the Revocation Notice. 

Following implementation by you of the Revocation Notice, you may only validly discharge your obligations in respect of the Assigned Claims by payment to the
Administrative Agent or any other person designated for such purpose by the Administrative Agent. 
 The Assignor, with respect to and for the benefit of
the Administrative Agent, has irrevocably and unconditionally waived any secrecy rights in relation to the Assigned Claims. Accordingly, you are herewith authorised and instructed to disclose to the Administrative Agent upon request of the
Administrative Agent any information in relation to the Bank Accounts and Assigned Claims. 
 The Revocation Notice and any other instructions and
authorisations which are contained in this letter shall be made during business hours (08.30-17.00 local time in Zurich) and shall be sent to your above address or such other address notified by you in writing to the Administrative Agent at the
above indicated address from time to time. 
 It is understood that you may not be in a position to comply with instructions and authorisations given
hereunder if the relevant Bank Account (to which such instructions refer) has been blocked in accordance with an order of a court or another competent authority. 

  
 38 








 Security Assignment Agreement 

 
 Apart from the above, you shall have no obligation to observe any provisions,
regulations or terms etc. between the Administrative Agent and the Assignor, and in particular you shall execute all transaction orders irrespective of its nature and content and shall have no obligation to monitor or to ensure that all present and
future amounts standing to the credit of the Bank Account are kept in immediately available cash and are not invested. 
 Furthermore, we hereby ask you to
waive in favour of the Administrative Agent any right of set-off, retention, pledge, assignment, other security interest or similar rights, including without limitation any pledge pursuant to your general business conditions and any other
arrangement governing the Bank Accounts, in respect of the Assigned Claims except for reasonable fees, commissions and expenses up to an amount of CHF 5,000.- charged by you for the operation of the Bank Accounts in respect of which your priority
rights shall continue. 
 This letter and the rights and obligations of any person arising from or in connection therewith, are governed by, and are to be
construed in accordance with Swiss law. 
 Without prejudice to the Administrative Agent’s rights against the Assignor under the Agreement, any dispute
arising between the Administrative Agent and/or the Assignor on the one hand and you on the other hand arising out of, or in connection with, this letter shall exclusively be submitted to competent courts according to the Bank Account general terms
and conditions. 
 We should be grateful if you would duly sign and return to us (and for the attention of the Administrative Agent) the enclosed duplicate
of the present letter. At the same time, please indicate if a different address shall be used by the Administrative Agent for future communications with you hereunder. 

Yours sincerely 
 [insert name of Assignor] 

 

					
	   
	 		 	   

	Name:	 		 	Name:
	Title:	 		 	Title:


  
 39 








 Security Assignment Agreement 

 
 [JPMorgan Chase Bank] 

 

					
	   
	 		 	   

	Name:	 		 	Name:
	Title:	 		 	Title:

 Annex: mentioned. 

acknowledged and agreed by: 
 [insert name of Swiss
Account Bank] 
  

					
	   
	 		 	   

	Name:	 		 	Name:
	Title:	 		 	Title:


  
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 Security Assignment Agreement 

 
 Annex 10: Form of Revocation Notice 

To: 
 [insert name and address of Swiss Account Bank] 

[place, date] 
 Revocation Notice 

Dear Sirs 
 We refer to the Notice of Assignment provided to you
by [insert Assignor’s name], and us dated [...] and your acknowledgement as of [...] regarding the bank account[s] numbered 
 [XXX-XXXXXX.XXX]

 [XXX-XXXXXX.XXX] 
 (all together the Bank
Account[s]) held by [insert Assignor’s name] with you. 
 Copies of the afore-mentioned documents are attached for ease of reference. The
expressions defined or incorporated in the Notice of Assignment shall have the same meanings in this letter. 
 We hereby give you a Revocation Notice in
accordance with the Notice of Assignment. 
 We herewith instruct you to accept instructions from us only and not to accept any further instructions
received from [insert Assignor’s name] in respect of the Bank Account[s] without having received our written confirmation of such instructions. 
 We
furthermore instruct you to inform us of the amounts standing to the credit of the Bank Account[s] as of the date of receipt of this Revocation Notice by you. 

  
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 Security Assignment Agreement 

 
 Yours faithfully 

[JPMorgan Chase Bank] 
  

					
	   
	 		 	   

	Name:	 		 	Name:
	Title:	 		 	Title:


  
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