THERETO SHALL BE IN FULL FORCE AND
EFFECT AND SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO AGENT.
(B)
ASSIGNMENT. AN ASSIGNMENT OF FLEET RETAIL GROUP, LLC'S RIGHT, TITLE AND
INTEREST IN AND TO THE SECOND AGREEMENT.
(C)
AGENCY AGREEMENT.
AN EXECUTED COPY OF THE AGENCY AGREEMENT DATED AS OF
THE CLOSING DATE, BY AND BETWEEN THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT
AND THE LENDERS.
(D)
CERTIFICATES OF INSURANCE.
(A) A CERTIFICATE OF INSURANCE FROM AN
INDEPENDENT INSURANCE BROKER DATED AS OF THE CLOSING DATE, IDENTIFYING INSURERS,
TYPES OF INSURANCE, INSURANCE LIMITS, POLICY TERMS AND OTHERWISE DESCRIBING THE
INSURANCE OBTAINED IN ACCORDANCE WITH THIS AGREEMENT, AND (B) COPIES OF ALL
POLICIES EVIDENCING SUCH INSURANCE.
(E)
BLOCKED ACCOUNT AGREEMENTS.
(i) Duly executed and delivered amendment to the Blocked Account Agreement by
and between Collateral Agent, Lead Borrower and JPMorgan Chase Bank, N.A.,
successor-in-interest to Bank One, N.A., in form and substance satisfactory to
Collateral Agent,
(ii)
Duly executed and delivered notification to Wells Fargo Bank, N.A., with
respect to the Blocked Account Agreement by and between Collateral Agent, Lead
Borrower and Wells Fargo Bank, N.A., in form and substance satisfactory to
Collateral Agent; and
(iii) Subject to Section 7.3(a)(ii) duly executed and delivered Blocked Account
Agreement by and between Collateral Agent, Term Loan Agent, Lead Borrower and
Wachovia Bank, N.A., in form and substance satisfactory to Collateral Agent.
(F)
CREDIT CARD NOTIFICATIONS.
DELIVERY OF NOTIFICATION, EXECUTED ON BEHALF
OF THE BORROWERS, TO EACH OF THE BORROWERS' CREDIT CARD PROCESSORS OF NOTICE (IN
FORM SATISFACTORY TO COLLATERAL AGENT), WHICH NOTICE PROVIDES THAT PAYMENT OF
ALL CREDIT CARD CHARGES SUBMITTED BY THE BORROWERS TO THAT PROCESSOR AND ANY
OTHER AMOUNT PAYABLE TO THE BORROWERS BY SUCH PROCESSOR SHALL BE DIRECTED TO THE
OPERATING ACCOUNT OR AS OTHERWISE DESIGNATED FROM TIME TO TIME BY THE COLLATERAL
AGENT.
(G)
BORROWING BASE CERTIFICATE.
DELIVERY OF THE INITIAL BORROWING BASE
CERTIFICATE DATED AS OF THE CLOSING DATE.
60
(H)
LETTER AGREEMENT.
DELIVERY OF THE LETTER AGREEMENT BY AND BETWEEN THE
OBLIGORS, ADMINISTRATIVE AGENT AND COLLATERAL AGENT REGARDING THE LEASED
DEPARTMENT AGREEMENTS, MARKETING PARTNERSHIP AGREEMENTS, LICENSING AGREEMENTS
AND INTERNET AGREEMENTS, IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
(I)
PLEDGE AGREEMENTS.
(I)
DELIVERY OF THE AMENDED AND RESTATED PLEDGE
AGREEMENT FROM MOTHERS WORK, INC. TO THE TERM LOAN COLLATERAL AGENT AND
COLLATERAL AGENT, FOR STOCK IN CAVE SPRINGS, INC., AND UP TO 66% OF THE STOCK IN
MOTHERS WORK CANADA, INC., IN FORM AND SUBSTANCE SATISFACTORY TO THE TERM LOAN
COLLATERAL AGENT AND THE COLLATERAL AGENT; AND (II) DELIVERY OF THE PLEDGE
AGREEMENT FROM MOTHERS WORK CANADA, INC. TO THE COLLATERAL AGENT, FOR UP TO 66%
OF THE STOCK IN STOCK IN MATERNITY FACTORY WAREHOUSE CENTRE, INC., IN FORM AND
SUBSTANCE SATISFACTORY TO THE COLLATERAL AGENT.
(J)
COLLATERAL AGENT'S FEE LETTER.
SIDE LETTER DATED AS OF THE CLOSING DATE
BY AND BETWEEN THE COLLATERAL AGENT AND THE BORROWERS.
(K)
TRADEMARK SECURITY AGREEMENT.
DULY EXECUTED AND DELIVERED AMENDED AND
RESTATED TRADEMARK SECURITY AGREEMENT DATED AS OF THE