Exhibit 10.3

PORTIONS OF THIS EXHIBIT 10.3 MARKED BY AN *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

EXECUTION VERSION

PLEDGE AND SECURITY AGREEMENT

Dated as of June 17, 2011

among

Warnaco Inc.,
Calvin Klein Jeanswear Company and
Warnaco Swimwear Products Inc.

as Grantors

and

Each Other Grantor
From Time to Time Party Hereto

and

JPMorgan Chase Bank, N.A.
as Collateral Agent

TABLE OF CONTENTS

		Page
ARTICLE I. Defined Terms			1
Section 1.1 Definitions			1
ARTICLE II. Grant of Security Interest			7
Section 2.1 Collateral			7
Section 2.2 Grants of Security Interests in Collateral			8
ARTICLE III. Representations and Warranties			8
Section 3.1 Title; No Other Liens			8
Section 3.2 Perfection and Priority			8
Section 3.3 Jurisdiction of Organization; Chief Executive Office			9
Section 3.4 Inventory and Equipment			9
Section 3.5 Pledged Collateral			9
Section 3.6 Deposit Accounts; Securities Accounts			9
Section 3.7 Accounts			9
Section 3.8 Intellectual Property			10
Section 3.9 Commercial Tort Claims			11
ARTICLE IV. Covenants			11
Section 4.1 Generally			11
Section 4.2 Maintenance of Perfected Security Interest; Further Documentation			11
Section 4.3 Changes in Locations, Name, Etc.			12
Section 4.4 Pledged Collateral			12
Section 4.5 Delivery of Instruments and Chattel Paper			14
Section 4.6 Intellectual Property			14
Section 4.7 [Reserved]			16
Section 4.8 [Reserved]			16
Section 4.9 Payment of Obligations			16
Section 4.10 Notice of Commercial Tort Claims			16
ARTICLE V. Remedial Provisions			17
Section 5.1 Code and Other Remedies			17
Section 5.2 Accounts and Payments in Respect of General Intangibles			18
Section 5.3 Pledged Collateral			19
Section 5.4 [Reserved]			19
Section 5.5 Registration Rights			20
Section 5.6 Deficiency			20
ARTICLE VI. The Collateral Agent			21
Section 6.1 Collateral Agent’s Appointment as Attorney-in-Fact			21
Section 6.2 Duty of Collateral Agent			22
Section 6.3 Authorization of Financing Statements			23
Section 6.4 Authority of Collateral Agent			23

TABLE OF CONTENTS
(continued)

		Page
ARTICLE VII. Miscellaneous			24
Section 7.1 Amendments in Writing			24
Section 7.2 Notices			24
Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies			24
Section 7.4 Effectiveness			24
Section 7.5 Successors and Assigns			24
Section 7.6 Counterparts			25
Section 7.7 Severability			25
Section 7.8 Section Headings			25
Section 7.9 Entire Agreement			25
Section 7.10 Governing Law			25
Section 7.11 Additional Grantors			25
Section 7.12 Release of Collateral			26
Section 7.13 Reinstatement			26
Section 7.14 Submission to Jurisdiction; Service of Process			27
Section 7.15 Intercreditor Agreement			27

ANNEXES AND SCHEDULES

Annex 1		Form of Pledge Amendment
Annex 2		Form of Joinder Agreement
Annex 3		Form of Short Form Copyright Security Agreement
Annex 4		Form of Short Form Patent Security Agreement
Annex 5		Form of Short Form Trademark Security Agreement
Schedule 1		Jurisdiction of Organization; Principal Executive Office
Schedule 2		Pledged Collateral
Schedule 3		Filings
Schedule 4		Location of Inventory and Equipment
Schedule 5		Intellectual Property
Schedule 6		Commercial Tort Claims
Schedule 7		Deposit Accounts and Securities Accounts

This Pledge and Security Agreement (this “Agreement”), dated as of June 17, 2011, by Warnaco Inc., a Delaware corporation (the “Borrower”), Calvin Klein Jeanswear Company, a Delaware corporation (the “CK Borrower”), Warnaco Swimwear Products Inc., a Delaware corporation (the “Swimwear Borrower” and, together with the Borrower and the CK Borrower, the “Borrowers”), The Warnaco Group, Inc., a Delaware corporation (“Group”), and each of the other entities listed on the signature pages hereof or that from time to time becomes a party hereto pursuant to Section 7.11 (each a “Grantor” and, collectively, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A. (“JPMCB”), as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).

w i t n e s s e t h:

Whereas, the Borrowers, Group, the lenders party thereto from time to time and JPMCB, as administrative agent (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Lenders (together with the Administrative Agent, the “Agents”), have entered into a certain Term Loan Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

Whereas, the Grantors other than the Borrowers are party to the Guaranty pursuant to which they have guaranteed the Obligations of the Borrowers under the Credit Agreement;

Whereas, it is a condition precedent to the effectiveness of the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Collateral Agent;

Whereas, each Grantor will receive substantial direct and indirect benefits from the making of the Loans to the Borrowers under the Credit Agreement;

Now, Therefore, in consideration of the premises and to induce the Lenders, the Administrative Agent and the Collateral Agent to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby agrees with the Collateral Agent as follows:

ARTICLE I. Defined Terms

Section 1.1 Definitions

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement.

(b) Terms used herein without definition that are defined in the UCC (as defined below) have the meanings given to them in the UCC, including the following terms (which are capitalized herein):

“Account”
“Account Debtor”
“Certificated Security”
“Chattel Paper”

“Commercial Tort Claim”
“Commodity Account”
“Deposit Account”
“Documents”
“Entitlement Holder”
“Entitlement Order”
“Equipment”
“Financial Asset”
“General Intangibles”
“Goods”
“Instruments”
“Inventory”
“Investment Property”
“Letter-of-Credit Right”
“Proceeds”
“Securities Account”
“Securities Intermediary”
“Security”
“Security Entitlement”
“Supporting Obligation”

(c) The following terms shall have the following meanings:

“ABL Agent” shall have the meaning assigned to such term in the Intercreditor Agreement.

“ABL Obligations” shall have the meaning assigned to such term in the Intercreditor Agreement.

“ABL Priority Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Additional Pledged Collateral” means any Pledged Collateral acquired by any Grantor after the date hereof and in which a security interest is granted pursuant to Section 2.2, including, to the extent a security interest is granted therein pursuant to Section 2.2, (i) all Stock and Stock Equivalents of any Person that are acquired by any Grantor after the date hereof, together with all certificates, instruments or other documents representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing, (ii) all additional Indebtedness from time to time owed to any Grantor by any obligor on the Pledged Debt Instruments and the Instruments evidencing such Indebtedness and (iii) all interest, cash, Instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any of the foregoing. “Additional Pledged Collateral” may be General Intangibles (including Intellectual Property), Instruments or Investment Property.

“Agents” has the meaning specified in the recitals to this Agreement.

“Agreement” means this Pledge and Security Agreement (as the same may be amended, amended and restated, restated, supplemented or otherwise modified from time to time).

“Collateral” has the meaning specified in Section 2.1.

“Collateral Agent” shall include, in addition to the Collateral Agent referred to in the preamble hereto, any successors and assigns to the Collateral Agent appointed pursuant to the Credit Agreement and means the “Collateral Agent” in its capacity as collateral agent for the benefit of the Secured Parties with respect to the Secured Obligations.

“Copyright Licenses” means any written agreement providing for the grant by or to any Grantor of any right under any Copyright, including the grant of any right to use, copy, publicly perform, display, create derivative works of, manufacture, distribute, exploit or sell materials derived from any Copyright.

“Copyrights” means (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof and all applications for registration or recording in connection therewith, including all registrations, recordings and applications for registration or recording in the United States Copyright Office or in any foreign counterparts thereof, and (b) the right to obtain all renewals, reversions and extensions thereof.

“Discharge of Lender Claims” means the payment in full in cash of the principal of, interest and premium, if any, on all Secured Obligations arising under the Credit Agreement following the termination of all commitments to extend credit under the Credit Agreement (other than contingent indemnification obligations and expense reimbursement as to which no claim has been asserted) and, with respect to Hedging Obligations and Cash Management Obligations that constitute Secured Obligations, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the terms thereof, payment in full in cash of any other Secured Obligations that are due and payable at or prior to the time such Secured Obligations are repaid and commitments are terminated.

“Excluded Equity” means, collectively, any Voting Stock of any direct Foreign Subsidiary of any Grantor in excess of 65% of the total outstanding Voting Stock of such Subsidiary. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

“Excluded Property” means, collectively, (i) Excluded Equity, (ii) any permit, lease, license, contract, instrument or other agreement held by any Grantor that validly prohibits the creation by such Grantor of a Lien thereon, or any permit, lease, license, contract, instrument or other agreement held by any Grantor to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such prohibition is not removed, terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law; (iii) any Equipment owned by

any Grantor that is Purchase-Money Collateral (as defined in the UCC) or subject to a Capital Lease if the contract or other agreement in which such Lien is granted (or in the documentation providing for such Capital Lease) prohibits or requires the consent of any Person other than any Grantor as a condition to the creation of any other Lien on such Equipment; (iv) any Deposit Accounts used solely for payroll, payroll taxes and other employee and benefit plans; (v) any property and assets the pledge of which would require governmental consent, approval, license or authorization that has not been obtained; (vi) any “intent to use” trademark application, until such time as a “Statement of Use” or an “Amendment to Allege Use” is accepted for an application by the USPTO; (vii) any treasury stock of Group; and (viii) assets in circumstances where the Collateral Agent and the Borrowers agree in writing that the cost, burden or consequences (including adverse tax consequences) of obtaining or perfecting a security interest in such assets is excessive in relation to the practical benefit afforded thereby, provided, however, “Excluded Property” shall not include (a) any Proceeds, substitutions or replacements of Excluded Property (unless such Proceeds, substitutions or replacements would constitute Excluded Property) or (b) any Pledged Certificated Stock.

“Grantor” has the meaning specified in the recitals to this Agreement.

“Hedging Obligations” means all obligations of any Person under any Hedging Contract.

“Intellectual Property” means, collectively, (a) all right, title and interest of any Grantor in intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, trade secrets, Internet domain names, Websites, advertising rights, rights in designs, including registrations thereof, and rights in data, and (b) all rights to income, royalties, proceeds and damages now or hereafter due and/or payable under and with respect thereto, including all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of June 17, 2011, by and among Bank of America, N.A., as ABL Agent, the Administrative Agent and the Collateral Agent (as the same may be amended, amended and restated, supplemented or otherwise modified or replaced from time to time).

“LLC” means each limited liability company in which a Grantor has an equity interest, including those set forth on Schedule 2.

“LLC Agreement” means each operating agreement with respect to a LLC, as each agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from time to time.

“Material Intellectual Property” means Intellectual Property owned by or licensed to a Grantor and material to any Grantor’s business.

“Partnership” means each partnership in which a Grantor has an equity interest, including those set forth on Schedule 2.

“Partnership Agreement” means each partnership agreement governing a Partnership, as each such agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified.

“Patent License” means all written agreements providing for the grant by or to any Grantor of any right to manufacture, have manufactured, use, import, lease, sell or offer for sale any product, design or process covered in whole or in part by a Patent.

“Patents” means (a) all patents of the United States or any other country or patent rights arising under multinational laws, (b) all applications for patents of the United States or any other country or patent rights arising under multinational laws and (c) all rights to obtain any reissues, extensions, divisions, continuations and continuations-in-part of the foregoing.

“Pledged Certificated Stock” means all Certificated Securities and any other Stock and Stock Equivalent of a Person evidenced by a certificate, Instrument or other equivalent document, in each case owned by any Grantor, including all Stock listed on Schedule 2, but excluding Excluded Equity.

“Pledged Collateral” means, collectively, the Pledged Stock, Pledged Debt Instruments, any other Investment Property of any Grantor (other than Pledged Stock, Pledged Debt Instruments and other Investment Property whose value, in the aggregate, does not exceed $1,000,000), all chattel paper, certificates or other Instruments representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing. Pledged Collateral may be General Intangibles, Instruments or Investment Property.

“Pledged Debt Instruments” means all right, title and interest of any Grantor in Instruments evidencing any Indebtedness owed to such Grantor, including all Indebtedness described on Schedule 2, issued by the obligors named therein.

“Pledged Stock” means all Pledged Certificated Stock and all Pledged Uncertificated Stock.

“Pledged Uncertificated Stock” means any Stock or Stock Equivalent of any Person that is not a Pledged Certificated Stock (excluding Excluded Equity), including all right, title and interest of any Grantor as a limited or general partner in any Partnership or as a member of any LLC and all right, title and interest of any Grantor in, to and under any Partnership Agreement or LLC Agreement to which it is a party.

“Securities Act” means the Securities Act of 1933, as amended.

“Third Party Intellectual Property Rights” means any right, title or interest of any Person under patent, copyright, trademark or trade secret law or any other statutory provision or common law doctrine relating to intellectual property or proprietary rights.

“Trademark License” means any written agreement providing for the grant by or to any Grantor of any right under any Trademark.

“Trademarks” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, service marks, logos and other source or business identifiers, and, in each case, all goodwill associated therewith, whether now existing or hereafter adopted or acquired, all registrations and recordings thereof and all applications for registration or recording in connection therewith, in each case whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof and all common-law rights related thereto, and (b) the right to obtain all renewals thereof.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the perfection or priority of the Collateral Agent’s (for the benefit of the Secured Parties) security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” (as it applies to such security interest) shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions related to such provisions.

“Vehicles” means all vehicles covered by a certificate of title law of any state of the United States of America or the District of Columbia.

Certain Other Terms

(a) In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

(b) The terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in this Agreement.

(c) References herein to an Annex, Schedule, Article, Section, subsection or clause refer to the appropriate Annex or Schedule to, or Article, Section, subsection or clause in, this Agreement.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) Where the context requires, provisions relating to any Collateral, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or any relevant part thereof.

(f) Any reference in this Agreement to a Loan Document shall include all appendices, exhibits and schedules thereto, and, unless specifically stated otherwise, all amendments, restatements, supplements or other modifications thereto, and as the same may be in effect at any time such reference becomes operative.

(g) The term “including” means “including without limitation” except when used in the computation of time periods.

(h) The terms “Lender,” “Administrative Agent,” “Collateral Agent” and “Secured Party” include their respective successors.

(i) References in this Agreement to any statute shall be to such statute as amended or modified and in effect from time to time.

ARTICLE II. Grant of Security Interest

Section 2.1 Collateral

For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests (other than, in each case, Excluded Property) is collectively referred to as the “Collateral”:

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Deposit Accounts;

(iv) all Documents;

(v) all Equipment;

(vi) all General Intangibles;

(vii) all Instruments;

(viii) all Inventory;

(ix) all Investment Property;

(x) all Letter of Credit Rights;

(xi) all Vehicles;

(xii) the Commercial Tort Claims described on Schedule 6 and on any supplement thereto received by the Collateral Agent pursuant to Section 4.10;

(xiii) all Intellectual Property and goodwill associated therewith;

(xiv) all books and records pertaining to any or all of the other property described in this Section 2.1;

(xv) all other goods and personal property of such Grantor, whether tangible or intangible and wherever located; and

(xvi) to the extent not otherwise included, all Proceeds of any or all of the foregoing.

Section 2.2 Grants of Security Interests in Collateral

Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, that the foregoing grant of security interest shall not include a security interest in any Excluded Property; and provided, further, that, if and when any property shall cease to be Excluded Property, the Collateral Agent for the benefit of the Secured Parties shall have, and at all times from and after the date hereof be deemed to have had, a security interest in such property.

ARTICLE III. Representations and Warranties

To induce the Lenders, the Collateral Agent and the Administrative Agent to enter into the Credit Agreement, each Grantor hereby represents and warrants each of the following to the Lenders, the Collateral Agent, the Administrative Agent and the other Secured Parties:

Section 3.1 Title; No Other Liens

Except for the Liens granted to the Collateral Agent pursuant to this Agreement and the other Liens permitted to exist on the Collateral under the Credit Agreement, such Grantor (a) is the record and beneficial owner of the Pledged Collateral pledged by it hereunder constituting Instruments or Certificated Securities, (b) is the Entitlement Holder of all such Pledged Collateral constituting Investment Property held in a Securities Account and (c) has rights in or the power to collaterally transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any Lien (other than Liens for taxes not yet due and payable).

Section 3.2 Perfection and Priority

The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favor of the Collateral Agent in the rights of such Grantor in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (ii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank and (iii) all appropriate filings having been made with the United States Copyright Office. Such security interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement or the Intercreditor Agreement.

Section 3.3 Jurisdiction of Organization; Chief Executive Office

On the Closing Date, such Grantor’s jurisdiction of organization, legal name, organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business is specified on Schedule 1 and, to the extent different from that on the Closing Date, such Schedule 1 also lists all jurisdictions of organization, legal names and locations of such Grantor’s chief executive office or sole place of business for the period beginning five years preceding the date hereof.

Section 3.4 Inventory and Equipment

On the Closing Date, Schedule 4 sets forth each location at which such Grantor’s Inventory and Equipment (other than mobile goods and Inventory or Equipment in transit) is kept on the Closing Date.

Section 3.5 Pledged Collateral

(a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by such Grantor as of the Closing Date is listed on Schedule 2 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2.

(b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and partnerships) that constitutes Pledged Collateral has been duly and validly issued and are fully paid and nonassessable.

(c) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 4.4(a) and Section 6.11 of the Credit Agreement.

(d) Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Agent or ABL Agent or that consisting of Financial Assets held in a Securities Account.

Section 3.6 Deposit Accounts; Securities Accounts

The only Deposit Accounts, Securities Accounts or Commodity Accounts maintained by any Grantor on the Closing Date are those listed on Schedule 7, which sets forth such information separately for each Grantor and which clearly identifies each Deposit Account which is maintained as a concentration account by such Grantor.

Section 3.7 Accounts

No amount payable to such Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper that has not been delivered to the Collateral Agent or ABL Agent, properly endorsed for transfer, to the extent delivery is required by Section 4.5.

Section 3.8 Intellectual Property

(a) Schedule 5 (i) sets forth a true and complete list of all Intellectual Property of such Grantor on the date hereof (other than licenses to commercial off-the-shelf software), separately identifying that owned by such Grantor and that licensed by or to such Grantor and (ii) sets forth a true and complete list of all Material Intellectual Property owned by or licensed to such Grantor on the date hereof (other than licenses to commercial off-the-shelf software), separately identifying that owned by such Grantor and that licensed by or to such Grantor. The Material Intellectual Property set forth on Schedule 5 constitutes all of the material intellectual property rights necessary for the Grantors to conduct their business as currently and as proposed to be conducted.

(b) On the Closing Date, all Material Intellectual Property owned by such Grantor is valid, in full force and effect, subsisting, unexpired and enforceable, has not been adjudged invalid and has not been abandoned. To the knowledge of such Grantor, the business of such Grantor, and the use of the Material Intellectual Property in connection therewith, does not infringe, misappropriate, dilute or violate any Third Party Intellectual Property Rights. Such Grantor is not party to or the subject of any pending or, to such Grantor’s knowledge, threatened claim of infringement, misappropriation, dilution or violation of any Third Party Intellectual Property Rights, and there are no facts or circumstances that such Grantor reasonably believes are likely to form the basis for any such claim, and such Grantor has not received written notice of any such claim, or a written offer of a license to any Third Party Intellectual Property Rights, or any written notice regarding the existence of any Third Party Intellectual Property Rights that would be likely to have a Material Adverse Effect on any Grantor or otherwise would impair any Material Intellectual Property.

(c) Except as set forth in Schedule 5(c), on the date hereof, none of the Material Intellectual Property owned by such Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.

(d) On the date hereof, no holding, decision or judgment has been rendered by any Governmental Authority challenging such Grantor’s rights in the Material Intellectual Property or that would limit or otherwise impair the ownership, use, validity or enforceability of any Material Intellectual Property.

(e) No action or proceeding challenging such Grantor’s rights in the Intellectual Property or the ownership, use, validity or enforceability of any Material Intellectual Property owned by such Grantor is on the date hereof pending or, to the knowledge of such Grantor, threatened. On the date hereof, there are no claims, judgments or settlements to be paid by such Grantor relating to the Material Intellectual Property. To such Grantor’s knowledge, no Person has been or is infringing, misappropriating, diluting or violating the Material Intellectual Property owned by such Grantor on the date hereof.

(f) On the date hereof, no Grantor is in material breach of any Copyright License, Patent License or Trademark License and no Grantor in breach of any Material License. The consummation of the transactions contemplated by this Agreement shall not impair any of such Grantor’s right in, cause a breach of, or impair the validity or enforceability of, any Material Intellectual Property.

Section 3.9 Commercial Tort Claims

The only Commercial Tort Claims (with a reasonable expectation of recovery of at least $1,000,000) of any Grantor existing on the Closing Date (regardless of whether the amount, defendant or other material facts can be determined and regardless of whether such Commercial Tort Claim has been asserted, threatened or has otherwise been made known to the obligee thereof or whether litigation has been commenced for such claims) are those listed on Schedule 6, which sets forth such information separately for each Grantor.

ARTICLE IV. Covenants

Each Grantor agrees with the Collateral Agent to the following, as long as the Discharge of Lender Claims has not occurred or any Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 4.1 Generally

Such Grantor shall (a) except for the security interest created by this Agreement, not create or suffer to exist any Lien upon or with respect to any Collateral, except Liens permitted under Section 7.2 of the Credit Agreement, (b) not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any other Loan Document, (c) not sell, transfer or assign (by operation of law or otherwise) any Collateral except as permitted under the Credit Agreement, (d) not enter into any agreement or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign or transfer any Collateral except in connection with an Asset Sale (i) that is permitted under Section 7.4 of the Credit Agreement or (ii) that is pursuant to a contract which contains a condition precedent that consent under the Credit Agreement be obtained.

Section 4.2 Maintenance of Perfected Security Interest; Further Documentation

(a) Such Grantor shall maintain the security interests created by this Agreement as perfected security interests having at least the priority described in Section 3.2.

(b) Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request in writing, all in detail and in form and substance reasonably satisfactory to the Collateral Agent.

(c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request (or be directed to request by the Administrative Agent at the Administrative Agent’s reasonable request) for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statement under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby.

Section 4.3 Changes in Locations, Name, Etc.

(a) Except upon prior written notice to the Collateral Agent and delivery to the Collateral Agent of all additional financing statements and other documents reasonably requested in writing by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein, such Grantor shall not do any of the following:

(i) change its jurisdiction of organization from that referred to in Section 3.3; or

(ii) change its legal name, or organizational identification number, if any, or corporation, limited liability company or other organizational structure to such an extent that any financing statement filed in connection with this Agreement would become misleading.

(b) Such Grantor shall keep and maintain at its own cost and expense reasonably satisfactory and complete records of the Collateral, including a record of all payments received and all credits granted with respect to the Collateral and all other dealings with the Collateral.

Section 4.4 Pledged Collateral

(a) Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured Parties, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1, an acknowledgment and agreement to a Joinder Agreement duly executed by any new Grantor, in substantially the form in the form of Annex 2, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account. Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement. The Collateral Agent shall have the right, following an Event of Default and without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

(b) Except as provided in ARTICLE V, such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends). Upon the occurrence and during the continuance of an Event of Default, any sums paid upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any issuer of any Pledged Collateral, any distribution of capital made on or in respect of any Pledged Collateral or any property distributed upon or with respect

to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to a Grantor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral Agent, segregated from other funds of such Grantor, as additional security for the Secured Obligations.

(c) Except as provided in ARTICLE V, such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral.

(d) Except as permitted under the Credit Agreement, such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property to any Person other than the Collateral Agent and the ABL Agent.

(e) In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. In the case of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, such Grantor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 5.3), and (ii) the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Stock in such Person and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a holder of such Pledged Stock with all the rights, powers and duties of other holders of Pledged Stock of the same class and, if the Grantor having pledged such Pledged Stock hereunder had any right, power or duty at the time of such pledge or at the time of such substitution beyond that of such other holders, with all such additional rights, powers and duties. Such Grantor agrees to execute and deliver to the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given in this clause (e).

(f) Such Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document that in any way materially adversely affects the perfection of the security interest of the Collateral Agent in the Pledged Collateral pledged by such Grantor hereunder, including any amendment electing to treat any membership interest or partnership interest that is part of the Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock unless such certificated stock is promptly delivered to the Collateral Agent.

Section 4.5 Delivery of Instruments and Chattel Paper

If any amount in excess of $250,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an Instrument or Chattel Paper, such Grantor shall promptly deliver such Instrument or Chattel Paper to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent, or, if consented to by the Collateral Agent, shall mark all such Instruments and Chattel Paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Parties” (which legend shall be modified to reflect successor Collateral Agents).

Section 4.6 Intellectual Property

(a) Such Grantor (either itself or through licensees) shall (and shall cause all licensees or sublicensees thereof to) (i) continue to use each Trademark that is Material Intellectual Property in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) execute and file all documents necessary to perfect a security interest pursuant to this Agreement in favor of the Collateral Agent promptly upon adopting or using any mark that is confusingly similar or a colorable imitation of such Trademark (it being understood that no Grantor shall be required to take any action to perfect such security interest outside the United States) and (v) not do any act or knowingly omit to do any act (and not permit or direct by express act or omission any licensee or sublicensee thereof to do any act) whereby such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way; provided, however, that (i)-(iii) and (v) above shall be subject to the good faith exercise by such Grantor of its reasonable business judgment consistent with past practices.

(b) Such Grantor shall not (and shall not permit or direct by express act or omission any licensee or sublicensee thereof to) do any act, or omit to do any act, whereby any Patent that is Material Intellectual Property may become forfeited, abandoned or dedicated to the public.

(c) Such Grantor (i) shall not (and shall not permit or direct by express act or omission any licensee or sublicensee thereof to) do any act or omit to do any act whereby any portion of the Copyrights that is Material Intellectual Property may become invalidated or otherwise impaired and (ii) shall not (and shall not permit or direct by express act or omission any licensee or sublicensee thereof to) do any act whereby any portion of the Copyrights that is Material Intellectual Property may fall into the public domain.

(d) Such Grantor shall not knowingly (and shall not permit or direct by express act or omission any licensee or sublicensee thereof to) do any act, or knowingly omit to do any act, whereby any trade secret that is Material Intellectual Property may become publicly available or otherwise unprotectable.

(e) Such Grantor shall not (and shall not permit or direct by express act or omission any licensee or sublicensee thereof to) do any act that knowingly infringes, misappropriates, dilutes or violates any Third Party Intellectual Property Rights.

(f) Such Grantor shall notify the Collateral Agent promptly if it knows, or has reason to know, that any application for registration or recording, registration or recording relating to any Material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, right to use, interest in, or the validity or enforceability of, any Material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same.

(g) As set forth below, whenever such Grantor, either by itself or through its counsel or any agent or designee, shall file an application for the registration or recording of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or outside the United States or register any Internet domain name, such Grantor shall report such filing to the Collateral Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Collateral Agent, such Grantor shall execute and deliver, and have recorded, all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s security interest in any such Copyright, Patent, Trademark or Internet domain name and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.

(h) Such Grantor shall take all reasonable actions that are (i) necessary (subject to the good faith exercise by such Grantor of its reasonable business judgment consistent with past practices) or (ii) requested in writing by the Collateral Agent, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency and any Internet domain name registrar, to maintain and pursue each application for registration or recording (and to obtain the relevant registration or recording) and to maintain each registration and recording of any Copyright, Trademark, Patent or Internet domain name that is Material Intellectual Property, including filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition and interference and cancellation proceedings.

(i) In the event that any Material Intellectual Property is infringed, misappropriated, diluted or violated by a third party, such Grantor shall notify the Collateral Agent promptly after such Grantor learns thereof. Such Grantor shall take appropriate action in response to any infringement, misappropriation, dilution or violation of the Material Intellectual Property, including promptly bringing suit for infringement, misappropriation, dilution or violation and to recover all damages for such infringement, misappropriation, dilution or violation, and shall take such other actions may be appropriate under the circumstances to protect such Intellectual Property; provided, however, that the foregoing shall be subject to the good faith exercise by such Grantor of its reasonable business judgment consistent with past practices.

(j) Unless otherwise agreed to by the Collateral Agent such Grantor shall execute and deliver to the Collateral Agent for filing in (i) the United States Copyright Office a short-form copyright security agreement in the form attached hereto as Annex 3 for all Copyrights of such Grantor, (ii) in the United States Patent and Trademark Office a short-form patent security agreement in the form attached hereto as Annex 4 for all Patents of such Grantor, (iii) the United States Patent and Trademark Office and with the appropriate department or division of all appropriate States of the United States a short-form trademark security agreement in form attached hereto as Annex 5 for all Trademarks of such Grantor and (iv) with the appropriate Internet domain name registrar, a duly executed form of assignment of all Internet domain names of such Grantor to the Collateral Agent (together with appropriate supporting documentation as may be requested by the Collateral Agent) in form and substance reasonably acceptable to the Collateral Agent. In the case of clause (iv) above, such Grantor hereby authorizes the Collateral Agent to file such assignment in such Grantor’s name and to otherwise perform in the name of such Grantor all other necessary actions to complete such assignment, and each Grantor agrees to perform all appropriate actions deemed necessary by the Collateral Agent for the Collateral Agent to ensure such Internet domain name is registered in the name of the Collateral Agent.

Section 4.7 [Reserved]

Section 4.8 [Reserved]

Section 4.9 Payment of Obligations

Such Grantor shall pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with Agreement Accounting Principles with respect thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.

Section 4.10 Notice of Commercial Tort Claims

Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim with a reasonable expectation of recovery of at least $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, within a reasonable time after such acquisition (but in any event within 30 days thereof), deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 6 containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, any certificate, agreement and other document, and take all other action, deemed by the Collateral Agent to be reasonably necessary for the Collateral Agent to obtain, on behalf of the Secured Parties, a perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 6 delivered pursuant to this Section 4.10 shall, after the receipt thereof by the Collateral Agent, become part of Schedule 6 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

ARTICLE V. Remedial Provisions

Section 5.1 Code and Other Remedies

During the continuance of an Event of Default, the Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent and any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Collateral Agent’s written request, to assemble the Collateral and make it available to the Collateral Agent at places that the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable and documented costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and any other Secured Party hereunder, including reasonable and documented attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent, as the case may be, account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by any of them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition and specifies the place of such sale or the time after which any private sale is to be made.

Section 5.2 Accounts and Payments in Respect of General Intangibles.

(a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement and subject to the terms of the Intercreditor Agreement, if required by the Collateral Agent at any time during the continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent. Until so turned over, such payment shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor.

(b) Subject to the terms of the Intercreditor Agreement, at the Collateral Agent’s request, during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.

(c) Subject to the terms of the Credit Agreement and the Intercreditor Agreement, the Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.

(d) [Reserved].

(e) [Reserved].

(f) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Section 5.3 Pledged Collateral

(a) Subject to the terms of the Intercreditor Agreement, during the continuance of an Event of Default, upon written notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request in writing and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims.

(c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (ii) upon receipt of a notice described in the foregoing clause (i), pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent.

Section 5.4 [Reserved]

Section 5.5 Registration Rights

(a) Subject to the terms of the Intercreditor Agreement, during the continuance of an Event of Default, if the Collateral Agent shall determine to exercise its right to sell any of the Pledged Collateral pursuant to Section 5.1, and if in the opinion of the Collateral Agent it is necessary or advisable to have the Pledged Collateral, or any portion thereof, registered under the provisions of the Securities Act, the relevant Grantor shall use its reasonable efforts to cause the issuer thereof to (i) execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Collateral Agent, necessary or advisable to register the Pledged Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Collateral, or that portion thereof to be sold and (iii) make all amendments thereto or to the related prospectus that, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such issuer to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction that the Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act.

(b) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise or may determine that a public sale is impracticable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so.

(c) During the continuance of an Event of Default, each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Collateral pursuant to this Section 5.5 valid and binding and in compliance with all other applicable Requirements of Law. Each Grantor further agrees that a breach of any covenant contained in this Section 5.5 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.5 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Section 5.6 Deficiency

Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the reasonable and documented fees and disbursements of any attorney employed by the Collateral Agent or any other Secured Party to collect such deficiency.

ARTICLE VI. The Collateral Agent

Section 6.1 Collateral Agent’s Appointment as Attorney-in-Fact

(a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:

(i) subject to the terms of the Intercreditor Agreement, in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;

(ii) subject to the terms of the Intercreditor Agreement, in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent’s security interests in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;

(iii) subject to the terms of the Intercreditor Agreement, pay or discharge taxes and Liens levied or placed on or threatened against any of the Collateral, effect any repair or pay any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);

(iv) subject to the terms of the Intercreditor Agreement, execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any endorsement, assignment or other instrument of conveyance or transfer with respect to any of the Collateral; or

(v) subject to the terms of the Intercreditor Agreement (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill

of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any or all of the Collateral and the Collateral Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Loans that are Alternate Base Rate Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Section 6.2 Duty of Collateral Agent

The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or

otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to any Collateral. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ respective interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Section 6.3 Authorization of Financing Statements

Each Grantor authorizes the Collateral Agent and each of its Affiliates, counsel and other representatives, at any time and from time to time until Discharge of Lender Claims, to file or record financing statements, amendments to financing statements, and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement, and such financing statements and amendments may described the Collateral covered thereby as “all assets of the debtor whether now owned or hereafter acquired”, “all personal property of the debtor”, in each case, “in which the debtor now has or at any time in the future may acquire any right, title or interest” or words of similar effect. Each Grantor hereby also authorizes the Collateral Agent and each of its Affiliates, counsel and other representatives, at any time and from time to time, to file continuation statements with respect to previously filed financing statements. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

Section 6.4 Authority of Collateral Agent

(a) Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent and the other Secured Parties, with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

(b) Each Grantor and the Collateral Agent hereby agrees and acknowledges that, to the extent that the Collateral Agent has a security interest in or possession of any Collateral, the Collateral Agent is holding, and shall hold, such Collateral (and the security interest therein) for the benefit of and on behalf of each Secured Party (including the Collateral Agent) in accordance with Section 8-301(a)(2), 9-313(a) and 9-313(c) of the UCC, if applicable.

ARTICLE VII. Miscellaneous

Section 7.1 Amendments in Writing

None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.1 of the Credit Agreement; provided, however, that annexes to this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Annex 1 and Annex 2 respectively, in each case duly executed by the Collateral Agent and each Grantor directly affected thereby and any update or revision to the schedules delivered by any Grantor pursuant to the terms herein shall not constitute an amendment for purposes of this Section 7.1 or Section 10.1 of the Credit Agreement.

Section 7.2 Notices

All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 10.8 of the Credit Agreement; provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to the Borrowers’ notice address set forth in such Section 10.8.

Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies

Neither the Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 7.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

Section 7.4 Effectiveness

This Agreement shall not become effective until the Closing Date.

Section 7.5 Successors and Assigns

This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Collateral Agent and each other Secured Party and their successors and assigns; provided, however, that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.

Section 7.6 Counterparts

This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy or electronic transmission (in pdf format) shall be effective as delivery of a manually executed counterpart.

Section 7.7 Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7.8 Section Headings

The Article and Section titles contained in this Agreement are, and shall be, without substantive meaning or content of any kind whatsoever and are not part of the agreement of the parties hereto.

Section 7.9 Entire Agreement

This Agreement, together with the other Loan Documents, represents the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereto concerning the Secured Obligations.

Section 7.10 Governing Law

This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the internal law of the State of New York.

Section 7.11 Additional Grantors

If, pursuant to Section 6.11 of the Credit Agreement, the Borrowers shall be required to cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to the Collateral Agent a Joinder Agreement substantially in the form of Annex 2 and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date.

Section 7.12 Release of Collateral

(a) At the time provided in Section 9.7(b)(i) of the Credit Agreement, the Collateral shall be released from the Liens hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor, at the sole expense of the Borrowers, such documents as such Grantor shall reasonably request to evidence such termination.

(b) If the Collateral Agent shall be directed or permitted pursuant to Section 9.7(b)(ii) or (iii) of the Credit Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any Grantor in a transaction permitted by the Credit Agreement), such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, Section 9.7(b)(ii) or (iii) of the Credit Agreement. In connection therewith but subject to the terms of the Credit Agreement, the Collateral Agent, at the request and sole expense of the Borrowers, shall execute and deliver to the Borrowers, all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby on such Collateral.

(c) At the request and sole expense of the Grantors, a Grantor shall be released from its obligations hereunder in the event that all the capital stock of such Grantor shall be so sold or disposed (but only so long as such sale or other disposition is permitted under the Credit Agreement and such sale or other disposition is not to another Grantor); provided, however, that the Borrowers shall have delivered to the Collateral Agent, reasonably in advance of the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrowers in form and substance reasonably satisfactory to the Collateral Agent stating that such transaction is in compliance with the Loan Documents.

Section 7.13 Reinstatement

Each Grantor further agrees that, if any payment made by any Loan Party or other Person and applied to any of the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral are required to be returned by any Secured Party to such Loan Party or other Person, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted hereby or other Collateral securing such liability hereunder shall have been released or terminated, such Lien or other Collateral shall be reinstated in full force and effect, and such prior release or termination shall not diminish, release, discharge, impair or otherwise affect any Lien or other Collateral securing the obligations of any Grantor in respect of the amount of such payment.

Section 7.14 Submission to Jurisdiction; Service of Process

(a) Any legal action or proceeding with respect to this Agreement may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Grantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Grantor hereby irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

(b) Each Grantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Grantor at the address specified in Section 7.2. Each of the Grantors agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Nothing contained in this Section 7.14 shall affect the right of the Collateral Agent or any other Secured Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any Grantor in any other jurisdiction.

Section 7.15 Intercreditor Agreement

Notwithstanding anything herein to the contrary, each of Collateral Agent, on behalf of the Secured Parties, and each Grantor acknowledges that the Lien and security interest granted to Collateral Agent pursuant to this Agreement and the other Security Documents and the exercise of any right or remedy by Collateral Agent thereunder and the obligations of the Grantors under this Agreement and the other Collateral Documents are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the Collateral Documents, the terms of the Intercreditor Agreement shall govern and control and notwithstanding anything to the contrary herein, Collateral Agent and the Secured Parties hereby agree and acknowledge that prior to the Discharge of ABL Obligations (as such term is defined in the Intercreditor Agreement) any requirement of this Agreement to deliver any ABL Priority Collateral (as such term is defined in the Intercreditor Agreement) to the Collateral Agent shall be deemed satisfied by delivery of such ABL Priority Collateral to the ABL Agent.

[Signature Pages Follow]

In Witness Whereof, each of the undersigned has caused this Pledge and Security Agreement to be duly executed and delivered as of the date first above written.

		Warnaco Inc.,
		as Grantor
		By:		/s/ Lawrence R. Rutkowski
				Name:		Lawrence R. Rutkowski
				Title:		Executive Vice President and Chief Financial Officer
		Calvin Klein Jeanswear Company, as Grantor
		By:		/s/ Lawrence R. Rutkowski
				Name:		Lawrence R. Rutkowski
				Title:		Vice President and Treasurer
		Warnaco Swimwear Products Inc., as Grantor
		By:		/s/ Lawrence R. Rutkowski
				Name:		Lawrence R. Rutkowski
				Title:		Vice President and Treasurer
		The Warnaco Group, Inc.,
		as Grantor
		By:		/s/ Lawrence R. Rutkowski
				Name:		Lawrence R. Rutkowski
				Title:		Executive Vice President and Chief Financial Officer

		Authentic Fitness On-Line, Inc.
		CCC Acquisition Corp.
		CKJ Holdings, Inc.
		Designer Holdings Ltd.
		Ocean Pacific Apparel Corp.
		Warnaco Puerto Rico, Inc.
		Warnaco Retail Inc.
		Warnaco Swimwear Inc.
		CKU.COM Inc.
		Warnaco U.S., Inc.,
		as Grantors
		By:		/s/ Lawrence R. Rutkowski
				Name:		Lawrence R. Rutkowski
				Title:		Vice President and Treasurer

Accepted and Agreed
as of the date first above written:
JPmorgan Chase Bank, N.A.,
as Collateral Agent for the Secured Parties,
By:		/s/ Sarah Freedman
		Name:		Sarah Freedman
		Title:		Vice President

Annex 1
to
Pledge and Security Agreement

Form of Pledge Amendment

This Pledge Amendment, dated as of _____ ___, 20_____, is delivered pursuant to Section 4.4(a) of the Pledge and Security Agreement, dated as of June 17, 2011, by Warnaco Inc. (the “Borrower”), Calvin Klein Jeanswear Company (the “CK Borrower”), Warnaco Swimwear Products Inc. (the “Swimwear Borrower” and, together with the Borrower and the CK Borrower, the “Borrowers”), The Warnaco Group, Inc. (“Group”) and the [undersigned Grantor and the other], subsidiaries of Group from time to time party thereto as Grantors in favor of JPMorgan Chase Bank, N.A., as collateral agent for the Secured Parties, each as referred to therein (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) and the undersigned hereby agrees that this Pledge Amendment may be attached to the Pledge and Security Agreement and that the Pledged Collateral listed on this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Secured Obligations of the undersigned. Capitalized terms used herein but not defined herein are used herein with the meaning given them in the Pledge and Security Agreement.

		[Grantor]
		By:
				Name:
				Title:

Pledged Stock

Number of

Certificate

Shares, Units

Issuer

Class

No(s).

Par Value

or Interests

Pledged Debt Instruments

Description of

Certificate

Principal

Issuer

Debt

No(s).

Final Maturity

Amount

Acknowledged and Agreed as of the date first above written:
JPMorgan Chase Bank, N.A., as Collateral Agent
By:
		Name:
		Title:

Annex 2
to
Pledge and Security Agreement

Form of Joinder Agreement

This Joinder Agreement, dated as of ______ ___, 20___, is delivered pursuant to Section 7.11 of the Pledge and Security Agreement, dated as of June 17, 2011, by Warnaco Inc. (the “Borrower”), Calvin Klein Jeanswear Company (the “CK Borrower”), Warnaco Swimwear Products Inc. (the “Swimwear Borrower” and, together with the Borrower and the CK Borrower, the “Borrowers”), The Warnaco Group, Inc. (“Group”), and the subsidiaries of Group from time to time party thereto in favor of JPMorgan Chase Bank, N.A., as collateral agent for the Secured Parties (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement.

By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 7.11 of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, the undersigned hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder.

The information set forth in Annex 1-A is hereby added to the information set forth in Schedules 1 through 7 to the Pledge and Security Agreement. The undersigned hereby agrees that this Joinder Agreement may be attached to the Pledge and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Joinder Agreement shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Secured Obligations of the undersigned.

The undersigned hereby represents and warrants that each of the representations and warranties contained in ARTICLE III of the Pledge and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.

This Joinder Agreement shall be governed by, and construed and interpreted in accordance with, the internal law of the State of New York.

The undersigned agrees that:

(a) The Collateral Agent and each of its Affiliates, counsel and other representatives, is authorized, at any time and from time to time until Discharge of Lender Claims, to file or record financing statements, amendments to financing statements, and other filing or recording documents or instruments with respect to the Collateral without the signature of the undersigned Grantor in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement, and such financing statements and amendments may described the Collateral covered thereby as “all assets of the debtor whether now owned or hereafter acquired”, “all personal property of the debtor”, in each case, “in which the debtor now has or at any time in the future may acquire any right, title or interest” or words of similar effect. The undersigned Grantor hereby also authorizes the Collateral Agent and each of its Affiliates, counsel and other representatives, at any time and from time to time, to file continuation statements with respect to previously filed financing statements. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

(b) Any legal action or proceeding with respect to this Joinder Agreement may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Joinder Agreement, the undersigned hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The undersigned irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

(c) The undersigned hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Joinder Agreement by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to the undersigned at the address specified in Section 7.2 of the Pledge and Security Agreement. The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(d) Nothing contained herein shall affect the right of any Agent or any other Secured Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the undersigned in any other jurisdiction.

[Signature Page Follows]

In Witness Whereof, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.

		[Additional Grantor]
		By:
				Name:
				Title:

Acknowledged and Agreed as of the date first above written:
JPmorgan Chase Bank, N.A., as Collateral Agent
By:
		Name:
		Title:

Annex 3
to
Pledge and Security Agreement

Form of Short Form Copyright Security Agreement

Copyright Security Agreement, dated as of June _____, 2011, by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”) in favor of JPMorgan Chase Bank, N.A. (“JPMCB”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

W i t n e s s e t h:

Whereas, pursuant to a Credit Agreement, dated as of June 17, 2011 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Warnaco Inc. (the “Borrower”), Calvin Klein Jeanswear Company (the “CK Borrower”), Warnaco Swimwear Products Inc. (the “Swimwear Borrower” and, together with the Borrower and the CK Borrower, the “Borrowers”), The Warnaco Group, Inc. (“Group”), the Lenders party thereto, JPMCB, as administrative agent and collateral agent for the Lenders, and certain other parties thereto, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;

Whereas, the Grantors other than the Borrowers are party to a Guaranty pursuant to which they have guaranteed the Obligations of the Borrowers under the Credit Agreement; and

Whereas, all the Grantors are party to a Pledge and Security Agreement, dated as of June 17, 2011. in favor of the Collateral Agent (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) pursuant to which the Grantors are required to execute and deliver this Copyright Security Agreement;

Now, Therefore, in consideration of the premises and to induce the Lenders, the Administrative Agent and the Collateral Agent to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby agrees with the Collateral Agent as follows:

Section 1. Defined Terms

Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

Section 2. Grant of Security Interest in Copyright Collateral

Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor, hereby conveys, mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “Copyright Collateral”):

(a) all of its Copyrights and Copyright Licenses pursuant to which it has been granted any exclusive rights to Copyrights, including, without limitation, those referred to on Schedule I hereto;

(b) all renewals, reversions and extensions of the foregoing; and

(c) all Proceeds of any or all of the foregoing, including, without limitation, all rights to income, royalties, proceeds and damages now or hereafter due and/or payable under any Copyright and with respect thereto, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.

Section 3. Security Agreement

The security interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

[Signature Pages Follow]

In Witness Whereof, each Grantor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

		Very truly yours,
		[Grantor],
		as Grantor
		By:
				Name:
				Title:

Accepted and Agreed as of the date first above written:
JPMorgan Chase Bank, N.A., as Collateral Agent for the Secured Parties
By:
		Name:
		Title:

[Acknowledgement of Grantor for Copyright Security Agreement]

Schedule I

to

Copyright Security Agreement

Copyright Registrations

A.		REGISTERED COPYRIGHTS
		[Include Copyright Title, Country, Author, Claimant, Registration Number and Date]
B.		COPYRIGHT APPLICATIONS
		[Include Copyright Title, Country, Claimant and Date Filed]
C.		EXCLUSIVE COPYRIGHT LICENSES

Annex 4
to
Pledge and Security Agreement

Form of Short Form Patent Security Agreement

Patent Security Agreement, dated as of June  _____, 2011, by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”) in favor of JPMorgan Chase Bank, NA (“JPMCB”), as collateral agent for the Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

W i t n e s s e t h:

Whereas, pursuant to a Credit Agreement, dated as of June 17, 2011 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Warnaco Inc. (the “Borrower”), Calvin Klein Jeanswear Company (the “CK Borrower”), Warnaco Swimwear Products Inc. (the “Swimwear Borrower” and, together with the Borrower and the CK Borrower, the “Borrowers”), The Warnaco Group, Inc. (“Group”), the Lenders party thereto, JPMCB, as administrative agent and collateral agent for the Lenders, and certain other parties thereto, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;

Whereas, the Grantors other than the Borrowers are party to a Guaranty pursuant to which they have guaranteed the Obligations of the Borrowers under the Credit Agreement; and

Whereas, all the Grantors are party to a Pledge and Security Agreement, dated as of June 17, 2011, in favor of the Collateral Agent (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) pursuant to which the Grantors are required to execute and deliver this Patent Security Agreement;

Now, Therefore, in consideration of the premises and to induce the Lenders, the Administrative Agent and the Collateral Agent to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby agrees with the Collateral Agent as follows:

Section 1. Defined Terms

Unless otherwise defined herein, terms defined in the Credit Agreement or in the Security Agreement and used herein have the meaning given to them in the Credit Agreement or the Security Agreement.

Section 2. Grant of Security Interest in Patent Collateral

Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor, hereby conveys, mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “Patent Collateral”):

(a) all of its Patents, including, without limitation, those referred to on Schedule I hereto;

(b) all reissues, continuations, divisions, continuations, renewals and extensions of the foregoing; and

(c) all Proceeds of any or all of the foregoing, including, without limitation, all rights to income, royalties, proceeds and damages now or hereafter due and/or payable under any Patent and with respect thereto, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.

Section 3. Security Agreement

The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

[Signature Pages Follow]

In Witness Whereof, each Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

		Very truly yours,
		[Grantor],
		as Grantor
		By:
				Name:
				Title:

Accepted and Agreed as of the date first above written:
JPMorgan Chase Bank, N.A., as Collateral Agent for the Secured Parties
By:
		Name:
		Title:

[Acknowledgement of Grantor for Patent Security Agreement]

Schedule I

to

Patent Security Agreement

Patent Registrations

A.		PATENTS
		[Include Patent Title, Patent Number, Country, Owner and Issue Date]
B.		PATENT APPLICATIONS
		[Include Patent Title, Serial Number, Country, Owner and Filing Date]

Annex 5
to
Pledge and Security Agreement

Form of Short Form Trademark Security Agreement

Trademark Security Agreement, dated as of June  _____, 2011, by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”) in favor of JPMorgan Chase Bank, NA (“JPMCB”), as collateral agent for the Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

W i t n e s s e t h:

Whereas, pursuant to a Credit Agreement, dated as of June 17, 2011 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Warnaco Inc. (the “Borrower”), Calvin Klein Jeanswear Company (the “CK Borrower”), Warnaco Swimwear Products Inc. (the “Swimwear Borrower” and, together with the Borrower and the CK Borrower, the “Borrowers”), The Warnaco Group, Inc. (“Group”), the Lenders party thereto, JPMCB, as administrative agent and collateral agent for the Lenders, and certain other parties thereto, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;

Whereas, the Grantors other than the Borrowers are party to a Guaranty pursuant to which they have guaranteed the Obligations of the Borrowers under the Credit Agreement; and

Whereas, all the Grantors are party to a Pledge and Security Agreement, dated as of June 17, 2011, in favor of the Collateral Agent (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) pursuant to which the Grantors are required to execute and deliver this Trademark Security Agreement;

Now, Therefore, in consideration of the premises and to induce the Lenders, the Administrative Agent and the Collateral Agent to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby agrees with the Collateral Agent as follows:

Section 1. Defined Terms

Unless otherwise defined herein, terms defined in the Credit Agreement or in the Security Agreement and used herein have the meaning given to them in the Credit Agreement or the Security Agreement.

Section 2. Grant of Security Interest in Trademark Collateral

Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “Trademark Collateral”):

1. all of its Trademarks, including, without limitation, those referred to on Schedule I hereto;

2. all renewals and extensions of the foregoing;

3. all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and

4. all Proceeds of any or all of the foregoing, including, without limitation, all rights to income, royalties, proceeds and damages now or hereafter due and/or payable under any Trademark and with respect thereto, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.

Section 3. Security Agreement

The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

[Signature Pages Follow]

In Witness Whereof, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

		Very truly yours,
		[Grantor],
		as Grantor
		By:
				Name:
				Title:

Accepted and Agreed as of the date first above written:
JPMorgan Chase Bank, N.A., as Collateral Agent for the Secured Parties
By:
		Name:
		Title:

Acknowledgement of Grantor for Pleadge and Security Agreement

Schedule I

to

Trademark Security Agreement

Trademark Registrations

A.		REGISTERED TRADEMARKS
		[Include Trademark, Country, Owner, Registration Number and Date of Registration]
B.		TRADEMARK APPLICATIONS
		[Include Trademark, Country, Owner, Application Number and Date of Filing]

SCHEDULE 1

JURISDICTION OF ORGANIZATION; PRINCIPAL EXECUTIVE OFFICE

				Chief Executive Office/Sole Place of
Legal Name		Jurisdiction of Incorporation		Business		Organizational ID Number
Authentic Fitness On-Line, Inc.		Nevada		501 7th Avenue New York, NY 10018		C27022-1998
CCC Acquisition Corp.		Delaware		501 7th Avenue New York, NY 10018			2351253
Calvin Klein Jeanswear Company		Delaware		501 7th Avenue New York, NY 10018			2411512
CKJ Holdings, Inc.		Delaware		501 7th Avenue New York, NY 10018			2691368
CKU.com Inc.		Delaware		501 7th Avenue New York, NY 10018			3088934
Designer Holdings Ltd.		Delaware		501 7th Avenue New York, NY 10018			2491119
Ocean Pacific Apparel Corp.		Delaware		501 7th Avenue New York, NY 10018			2315553
The Warnaco Group, Inc.		Delaware		501 7th Avenue			2085832
				New York, NY 10018
Warnaco Inc.		Delaware		501 7th Avenue			0731101
				New York, NY 10018
Warnaco Puerto Rico, Inc.		Delaware		501 7th Avenue			3243676
				New York, NY 10018

				Chief Executive Office/Sole Place of
Legal Name		Jurisdiction of Incorporation		Business		Organizational ID Number
Warnaco Retail Inc.		Delaware		501 7th Avenue			2349578
				New York, NY 10018
Warnaco Swimwear Inc.		Delaware		Los Angeles Center Studios			2227587
				1201 West 5th Street
				Los Angeles, California 90017
Warnaco Swimwear Products Inc.		Delaware		Los Angeles Center Studios			2226825
				1201 West 5th Street
				Los Angeles, California 90017
Warnaco U.S., Inc.		Delaware		501 7th Avenue			2687301
				New York, NY 10018

SCHEDULE 2

PLEDGED COLLATERAL

Part I: U.S. Subsidiaries

						Stock								Percentage of
						Certificate				Number of				Outstanding
Grantor		Stock Issuer		Class of Stock		No(s)				Shares				Shares
Calvin Klein Jeanswear Company		CKJ Holdings, Inc.		Common Stock			2				1,000				100	%
Designer Holdings Ltd. (f/k/a Jeanswear Holdings, Inc.)		Calvin Klein Jeanswear Company		Common Stock			2				1,000				100	%
The Warnaco Group, Inc.		Warnaco Inc.		Common Stock			43				100,000				100	%
Warnaco Inc.		CKU.com Inc.		Common Stock			2				1,000				100	%
		Designer Holdings Ltd.		Common Stock			2				1,000				100	%
		Ocean Pacific Apparel Corp.		Common Stock			9				5,589				100	%
		Warnaco Puerto Rico, Inc.		Common Stock			1				1,000				100	%
		Warnaco Swimwear Inc. (f/k/a Authentic Fitness Corporation)		Common Stock			3				1,000				100	%
		Warnaco U.S., Inc.		Common Stock			1				1,000				100	%
Warnaco Swimwear Inc. (f/k/a Authentic Fitness Corporation)		Warnaco Swimwear Products Inc. (f/k/a Authentic Fitness Products Inc.)		Common Stock			6				100				100	%
Warnaco Swimwear Products Inc. (f/k/a		Authentic Fitness On-Line, Inc.		Common Stock			1				100				100	%
Authentic Fitness Products Inc.)		Warnaco Retail Inc. (f/k/a Authentic Fitness Retail Inc.)		Common Stock			1				100				100	%
		CCC Acquisition Corp.		Common Stock			3				100				100	%

Part II: First-Tier Foreign Subsidiaries

Stock

Percentage of

Certificate

Number of

Outstanding

Grantor

Stock Issuer

Class of Stock

No(s)

Shares

Shares

Warnaco Inc.

Vista de Yucatan S.A. de C.V.

Series B

[_]

329

66

%

Warnaco Intimo S.A.

Common Stock

Uncertificated

7,260

66

%

WF Overseas Fashion C.V.

Partnership Interests

Uncertificated

Uncertificated

65

%

Warner’s de Mexico S.A. de C.V.

Series A Series B

1 4

33,000 39,959,844

66 66

% %

Warnaco U.S., Inc.

Warnaco (Macao) Company Limited

Uncertificated

Uncertificated

Uncertificated

66

%

Part III: Pledged Notes

None.

SCHEDULE 3

FILINGS

Secretary of State of the State of Delaware
CCC Acquisition Corp.
Calvin Klein Jeanswear Company
CKJ Holdings, Inc.
CKU.com Inc.
Designer Holdings Ltd.
Ocean Pacific Apparel Corp.
The Warnaco Group, Inc.
Warnaco Inc.
Warnaco Puerto Rico, Inc.
Warnaco Retail Inc.
Warnaco Swimwear Inc.
Warnaco Swimwear Products Inc.
Warnaco U.S., Inc.

Secretary of State of the State of Nevada
Authentic Fitness On-Line, Inc.

US Copyright Office

US Patent and Trademark Office

SCHEDULE 4

LOCATION OF INVENTORY AND EQUIPMENT
(As of the Closing Date)

Company		Inventory and Equipment Location
Authentic Fitness On-Line, Inc.		Los Angeles Center Studios
		1201 West 5th Street
		Los Angeles, California 90017
		501 7th Avenue
		New York, NY 10018
		5305 Rivergrade Road
		Irwindale, CA 91706
CCC Acquisition Corp.		501 7th Avenue
		New York, NY 10018
		Los Angeles Center Studios
		1201 West 5th Street
		Los Angeles, California 90017
Calvin Klein Jeanswear Company		501 7th Avenue
		New York, NY 10018
		Ward Warehouse
		500 Eighth Avenue
		Altoona, PA 16601
		Ward Warehouse
		700 N. Third Avenue
		Altoona, PA 16601
		Butterick BLDG.
		2900 Beale Ave.
		Altoona, PA 16601
		Puritan Building
		2408-2430 8th Avenue
		Altoona, PA 16601
		Fleming Building
		RD # 4 Industrial Park
		Huntingdon, PA 16652
		U.S. Sport Building
		RD # 4 Industrial Park
		Huntingdon, PA 16652

Company		Inventory and Equipment Location
		US Routes 22 & 220
		Duncansville, PA 16635
CKJ Holdings, Inc.		501 7th Avenue
		New York, NY 10018
CKU.com Inc.		470 Wheelers Farms Road
		Milford, CT 06460
		501 7th Avenue
		New York, NY 10018
Designer Holdings Ltd.		501 7th Avenue
		New York, NY 10018
Ocean Pacific Apparel Corp.		501 7th Avenue
		New York, NY 10018
		470 Wheelers Farms Road
		Milford, CT 06460
		Los Angeles Center Studios
		1201 West 5th Street
		Los Angeles, California 90017
		5305 Rivergrade Road
		Irwindale, CA 91706
		3 Studebaker
		Irvine, CA 92618
The Warnaco Group, Inc.		501 7th Avenue
		New York, NY 10018
Warnaco Inc.		501 7th Avenue
		New York, NY 10018
		Los Angeles Center Studios
		1201 West 5th Street
		Los Angeles, California 90017
		Ward Warehouse
		500 Eighth Avenue
		Altoona, PA 16602
		Butterick BLDG
		2900 Beale Avenue
		Altoona, PA 16601

Company		Inventory and Equipment Location
		470 Wheelers Farms Road
		Milford, CT 06460
		U.S. Routes 22 & 220
		Duncansville, PA 16635
		Puritan Building
		2408-2430 8th Avenue
		Altoona, PA 16602
		Fleming Building
		Rd #4 Industrial Park
		Huntingdon, PA 16652
		U.S. Sports Building
		Rd #4 Industrial Park
		Huntingdon, PA 16652
Warnaco Puerto Rico, Inc.		501 7th Avenue
		New York, NY 10018
		265 Isabel La catolica
		Hyde Park, Hato Rey
		Puerto Rico
		470 Wheelers Farms Road
		Milford, CT 06460
Warnaco Retail Inc.		Los Angeles Center Studios
		1201 West 5th Street
		Los Angeles, California 90017
		5305 Rivergrade Road
		Irwindale, CA 91706
		501 7th Avenue
		New York, NY 10018
		Space 502, Second Level
		525 F.D. Roosevelt Avenue
		Hato Rey, PR 00918
		Fortaleza #65
		Corner of Cristo St.
		Old San Juan, PR 00901

Company		Inventory and Equipment Location
Warnaco Swimwear Inc.		Los Angeles Center Studios
		1201 West 5th Street
		Los Angeles, California 90017
		501 7th Avenue
		New York, NY 10018
		5305 Rivergrade Road
		Irwindale, CA 91706
		5651 Rickenbacker Rd.
		Commerce, CA 90040
Warnaco Swimwear Products Inc.		5305 Rivergrade Road
		Irwindale, CA 91706
		Los Angeles Center Studios
		1201 West 5th Street
		Los Angeles, California 90017
		501 7th Avenue
		New York, NY 10018
Warnaco U.S., Inc.		470 Wheelers Farms Road
		Milford, CT 06460
		501 7th Avenue
		New York, NY 10018

SCHEDULE 5

INTELLECTUAL PROPERTY

Intellectual Property:

License Agreements and Store Agreements

1.		Jeans License Agreement by and between Calvin Klein, Inc (“CKI”) as the Licensor and Calvin Klein Jeanswear (“CKJ”) as Licensee dated August 4, 1994, as amended (Men’s and Women’s U.S.,— Central America, South America and Canada)
A.		Amendment dated December 7, 1994, re: Production of certain style or styles of baseball cap(s)
B.		Amendment dated January 10, 1995, re: Addition of the jurisdiction of Canada
C.		Amendment dated February 28, 1995, re: “Articles” as defined under the Agreement may hereinafter be referred to as “Khaki Articles” and/or “Articles.”
D.		Amendment dated April 22, 1996, re: Amendment of § § 1.1, 2.1, 2.2, 7.1, 7.4, 11.1, of the License Agreement and §§ 8, 4,6,5 and 3 of the Khaki Amendment
E.		Amendment dated July 19, 1996, re: Defining the Territory of the British West Indies and the Greater Antilles
F.		Amendment dated October 31, 1996, re: the definition of “Close-out Articles” and “Net Sales”
G.		Amendment dated December 31, 1996, re: Addition of Argentina and Uruguay to the Territory
H.		Amendment dated February 24, 1997, re: Production of certain styles of knit scarves and certain styles of hats
I.		Sublicense Agreement by and between CKJ Holdings, Inc. (“Holdings”) and CKJ dated as of January 1, 1997
J.		Amendment dated January 15, 2002, re: Shortfall amount and accumulated unpaid interest
K.		Amendment dated July 10, 2002, re: Calculation of Net Sales.
L.		CKJ Waiver: Letter re: Sale of Jeanswear by Warnaco amounted to no more than 15%, dated October 8, 2002
M.		Letter dated June 12, 2003 from Warnaco, Inc. to Calvin Klein, Inc. re: permission to produce and sell “CK/CALVIN KLEIN” men’s accessories to and in Japan in lieu of the CKI/Warnaco, Inc. Men’s Accessories License
N.		*Amendment and Agreement dated June 5, 2003 by and among CKI, Phillips-Van Heusen Corporation, Warnaco Inc., CKJ and CKJ Holdings Inc.

a. Letter Agreement dated March 16, 2006 between Warnaco Inc., Calvin Klein Jeanswear Company, Warnaco Swimwear, Inc. re: June 5, 2003 amendment, women’s swimwear license, and underwear outlet license agreement

b. Letter Agreement dated December 1, 2006 between Calvin Klein, Inc., CKJ Holdings, Inc., Calvin Klein Jeanswear Company re: amendment of product definition and discounts to Warnaco Parties as defined in the June 2003 Agreement, and provisions re: distribution of women’s “plus” sizes in the U.S.

O.

Sub-License Agreement — by and between Calvin Klein Jeanswear Company, CKJ Holdings Inc. [Happy Kids Inc. and Happy Kids Jeanswear, Inc.] dated June 18, 2003. (amended November 15, 2004), and assigned by letter dated December 1, 2005 to Wear Me Apparel Corp./ Kids Headquarters, as amendments for Jeanswear and Underwear dated  _____  2005, and on March 21, 2007, March 22, 2007, May 14, 2007, August 8, 2007 and November 27, 2007

a. Children’s Underwear Amendment dated November 15, 2004 between Calvin Klein Jeanswear and CKJ Holdings, Inc. and Happy Kids Jeanswear Inc. and Warnaco Inc.

b. Letter dated December 1, 2005 assigning Agreement to Wear Me Apparel/ Kids Headquarters from C. Silverstein

c. Children’s Jeanswear Amendment and Assignment dated  _____  2005 between Calvin Klein Jeanswear, CKJ Holdings, Inc., Happy Kids Inc., Happy Kids Jeanswear Inc. and Wear Me Apparel Corp.

d. Children’s Underwear Amendment and Assignment dated  _____  2005 between Calvin Klein Jeanswear, CKJ Holdings, Inc., Happy Kids Inc., Happy Kids Jeanswear Inc., Wear Me Apparel Corp. and Warnaco Inc.

e. Letter dated October 25, 2006 from F. Tworecke of Warnaco to C. Silverstein re: Limited Sell-Off Under Sub-License

f. Letter Agreement dated March 21, 2007 between Wear Me Apparel Corp., Calvin Klein Jeanswear Company and CKJ Holdings, Inc. re: merger of Wear Me Apparel Corp. into Wear Me Apparel LLC.

g. Letter Agreement dated March 22, 2007 between Calvin Klein Jeanswear Company, CKJ Holdings, Inc. and Wear Me Apparel Corp. re: penalty reimbursement payment for additional sales of Articles at off-price in excess of the amounts approved by CKJ

h. Letter Agreement dated October 2007 between CKI, CKJC, CKJ Holdings and Warnaco Inc. re: Percentage Fees and Sales of Close-Out Articles.

i. Letter dated June 17, 2008 from Warnaco, Inc. to Calvin Klein, Inc. re: Kids Headquarters shipment of articles outside of defined territory.

P.		Letter of Consent dated June 18, 2003 from Holdings and CKJ to CKI re: request of CKI’s consent of the Happy Kids, Inc. Sub-License Agreement
Q.		Letter dated December 4, 2003 from CKI to Warnaco, Inc. re: permission to sell an additional US$30 Million of Net Sales of Articles over the limit of 17.5% of Gross Sales of Articles to warehouse clubs
R.		Letter dated May 27, 2004 from CKI to Warnaco Inc. re: black label “CALVIN KLEIN” Collection five pocket jeans
S.		Amendment dated July 26, 2003 re: Revised Net Sales Threshold Amounts. (effective July 1, 2003) for Central and South America.
T.		*Central and South America Store License Agreement dated July 6, 2004 and effective as of June 1, 2004 between CKI and CKJ Holdings & Calvin Klein Jeanswear Company (with Summary)
U.		*Amendment #1 to Central and South America Store License Agreement between CKI and CKJ Holdings & Calvin Klein Jeanswear Company dated January 31, 2006
V.		Letter dated November 8, 2004 from CKI to Warnaco Inc. re: consent to sell an additional $30 million of Net Sales over the limit of 17.5% of Gross Sales of Articles to warehouse clubs

W.		Letter Agreement dated March 16, 2006 between Warnaco Inc., Calvin Klein Jeanswear Company, Warnaco Swimwear, Inc. re: June 5, 2003 amendment, Women’s Swimwear License, and Underwear Outlet License Agreement
X.		Letter Agreement dated December 1, 2006 between Calvin Klein, Inc., CKJ Holdings, Inc., Calvin Klein Jeanswear Company re: amendment of product definition and discounts to Warnaco Parties as defined in the June 2003 Agreement, provisions re: distribution of women’s “plus” sizes in the U.S.
Y.		CKI/ CKJC “Plus Size” Term Sheet dated December 8, 2006
Z.		Letter Agreement between Calvin Klein Inc., CK Jeanswear Company, CKJ Holdings Inc., Warnaco Inc., Warnaco Swimwear Inc., CKJE, CKJA, CKJAU, CKJNZ, CKJK, CKJSH, CKJNV, and WF Overseas Fashion, C.V. dated November 6, 2007 re: Close-Outs
AA.		Letter Agreement dated October 2007 between CKI, CKJC, CKJ Holdings and Warnaco Inc. re: Percentage Fees and Sales of Close-Out Articles
BB.		E-Commerce Agreement dated January 31, 2008 re: CKI’s Calvin Klein e-commerce Website and Warnaco’s E-Commerce Rights, between Calvin Klein, Inc., and WF Overseas Fashion C.V., itself, or by or through CK Jeanswear N.V., CK Jeanswear Asia Limited, CK Jeanswear Europe S.r.l., Calvin Klein Jeanswear Company, CKJ Holdings, Inc. (with Summary)

a. Letter Agreement dated April 6, 2009 between CKI and W and Warnaco re: E-Commerce Agreement (adding Women’s and Men’s Swimwear rights).

CC.		Letter Amendment dated July 6, 2010 regarding allocation of royalty payments (partially signed)
DD.		Letter Agreement dated June 23, 2010 between Warnaco and Calvin Klein Cosmetic Corporation Coty Inc., re: Warnaco’s use of CK ONE Trademark.

a. Letter Agreement dated May 6, 1994 between Warnaco Inc, and Calvin Klein Inc. re: CK ONE

b. Letter Agreement dated March 11, 2011 between CKI, Coty, Inc., Warnaco Group, Inc. and Warnaco B.V. re: CK One Pop-Up Shop in London.

EE.		Indemnification Letter dated November 18, 2010 between Warnaco Inc. and Calvin Klein, Inc. re: taxation, royalty and deductibility issues in China
2.		Amended and Restated Europe Jeans License Agreement dated January 1, 1997 between Calvin Klein, Inc. and Warnaco Italy S.r.l (as successor in interest to CK Jeanswear Europe, S.p.A.)
A.		Letter Agreement dated January 31, 2006 between Calvin Klein, Inc., WF Overseas Fashion C.V. by Warnaco, Inc. and CK Jeanswear Europe, S.p.A. re: Agreement term, Minimum Net Sales Threshold, Minimum Guaranteed Fees, Assignment within Warnaco
B.		Assignment Agreement effective as of December 31, 2008 between CK Jeanswear Europe S.r.l WF Overseas Fashion C.V. and Warnaco Italy S.r.l
C.		Letter Agreement dated October 29, 2009 between Calvin Klein Inc., WF Overseas Fashion C.V., Warnaco Italy S.r.l, Warnaco B.V. and CK Jeanswear Asia Limited re: sale of jeans to South Africa.
D.		Letter Amendment dated January 5, 2010 adding Tunisia to the CKJE Territory.
E.		Letter Amendment dated July 6, 2010 regarding allocation of royalty payments (partially signed)
F.		Letter Amendment dated February 10, 2011 adding Mongolia to the CKJE Territory.

3.		Amended and Restated Asia Jeans License Agreement dated January 1, 1997 between Calvin Klein, Inc. and Warnaco Asia Limited (as successor in interest to Calvin Klein Jeanswear Asia Ltd.)
A.		Letter Agreement dated January 31, 2006 between Calvin Klein, Inc., WF Overseas Fashion C.V. by Warnaco, Inc., and CKJA, CKJAU, CKJNZ, CKJK, CKJS, CKJE (CKJA Group Entities), and CK Jeanswear N.V. (CKJ Entities), re: Agreement term, Minimum Net Sales Thresholds, Change of Control Transfer, Assignment within Warnaco
B.		Indemnification Letter dated November 18, 2010 between Warnaco Inc. and Calvin Klein, Inc. re: taxation, royalty and deductibility issues in China.
4.		Amended and Restated “CK/Calvin Klein Jeans” Stores Agreement for Europe and Asia between CKI & CKJNV, Warnaco Asia Limited (as successor in interest to CKJA) and Warnaco Italy, S.r.l. (as successor in interest to CKJE) dated March 6, 2002.
A.		Amendment to the Restated Jeans Store License dated January 31, 2006 between CKI, WF Overseas Fashion C.V. by Warnaco U.S., Inc., CK Jeanswear N.V., CK Jeanswear Asia Ltd. and CK Jeanswear Europe, S.p. A. re: Agreement term, territory, ancillary products, number of jeans outlet stores, Assignment within Warnaco etc.
5.		Jeans Accessories License Agreement dated January 31, 2006 between Calvin Klein, Inc., Warnaco Asia Limited (as successor in interest to CKJA) and Warnaco Italy, S.r.l. (as successor in interest to CKJE), and WF Overseas Fashion C.V.
A.		Jeanswear Accessories Side Letter Permission dated January 31, 2008 for CKJE/CKJA et al/WFOF between Calvin Klein, Inc. (“Grantor”) and CK Jeanswear Europe S.r.l., CK Jeanswear Asia Limited (for itself and certain affiliates i.e. CKJ Korea, CKJ Australia, CKJ Shanghai), and WF Overseas Fashions C.V. (by Warnaco U.S., Inc., its general partner) (collectively “Operator”)
B.		E-Commerce Agreement dated January 31, 2008 re: CKI’s Calvin Klein e-commerce Website and Warnaco’s E-Commerce Rights, between Calvin Klein, Inc., and WF Overseas Fashion C.V., itself, or by or through CK Jeanswear N.V., CK Jeanswear Asia Limited, CK Jeanswear Europe S.r.l., Calvin Klein Jeanswear Company, CKJ Holdings, Inc.
C.		E-Commerce Side Letter Permission dated January 31, 2008 for CKJE/CKJA et al/WFOF to sell Jeans Accessories via E-commerce between Calvin Klein, Inc., and CK Jeanswear Europe, S.r.l. and WF Overseas Fashion C.V. (by Warnaco U.S., Inc., its general partner)
D.		Letter Amendment dated July 6, 2010 regarding allocation of royalty payments (partially signed)
6.		Jeans Accessories Only Retail Store Agreements
A.		Calvin Klein Jeans “Jeanswear Accessories Only” Retail Store Space Agreement dated January 31, 2008 between Calvin Klein, Inc. (“Grantor”) and WF Overseas Fashion C.V. (itself, or by and through Warnaco BV, as successor to CK Jeanswear N. V.), Warnaco Asia Limited (as successor in interest to CKJA) and Warnaco Italy, S.r.l. (as successor in interest to CKJE) (collectively “Operator”)

B.		Calvin Klein Jeans “Jeanswear Accessories Only” Retail Store Space Agreement — Central and South America dated January 31, 2008 between Calvin Klein, Inc. and WF Overseas Fashion C.V.
C.		Side Letter Permission dated January 31, 2008 for CKJE/CKJA et al/WFOF between Calvin Klein, Inc. (“Grantor”) and CK Jeanswear Europe S.r.l., CK Jeanswear Asia Limited (for itself and certain affiliates i.e. CKJ Korea, CKJ Australia, CKJ Shanghai), and WF Overseas Fashions C.V. (by Warnaco U.S., Inc., its general partner) (collectively “Operator”)
7.		Bridge Accessories License Agreement dated January 31, 2006 between Calvin Klein, Inc., Warnaco Italy, S.r.l. (as successor in interest to CKJE), and WF Overseas Fashion C.V.
A.		Bridge Accessories Side Letter Permission dated January 31, 2008 for CKJE/WFOF between Calvin Klein, Inc., (“Grantor”) and CK Jeanswear Europe S.r.l. and WF Overseas Fashions C.V. (by Warnaco U.S., Inc., its general partner) (“Operator”)
B.		Letter Amendment dated July 6, 2010 regarding allocation of royalty payments (partially signed)
8.		Bridge Accessories Only Store Agreements
A.		CK/Calvin Klein “Bridge Accessories Only” Stores Agreement dated January 31, 2008 between Calvin Klein, Inc. and WF Overseas Fashion C.V., (itself or by or through C.V. Jeanswear Europe S.r.l.)
B.		CK/Calvin Klein “Bridge Accessories Only” Stores Agreement — Central and South America dated January 31, 2008 between Calvin Klein, Inc. and WF Overseas Fashion C.V.
C.		Bridge Accessories Side Letter Permission dated January 31, 2008 for CKJE/WFOF between Calvin Klein, Inc., (“Grantor”) and CK Jeanswear Europe S.r.l. and WF Overseas Fashions C.V. (by Warnaco U.S., Inc., its general partner) (“Operator”)
9.		Bridge Apparel License Agreement dated January 31, 2006 between Calvin Klein, Inc., Warnaco Italy, S.r.l. (as successor in interest to CKJE), and WF Overseas Fashion C.V.
A.		Letter Amendment dated July 6, 2010 regarding allocation of royalty payments (partially signed)
10.		Bridge Store License Agreement dated January 31, 2006 between CK Jeanswear N.V., Warnaco Italy, S.r.l. (as successor in interest to CKJE), and WF Overseas Fashion C.V.
11.		Underwear — Administration Agreement dated March 14, 1994 between Calvin Klein, Inc. and Warnaco Inc.
12.		Calvin Klein Women’s Swimwear License Agreement dated as of January 1, 2004 between Calvin Klein, Inc. and Warnaco Swimwear Inc.
A.		Letter Agreement dated April 6, 2009 between Warnaco Swimwear Inc. and Warnaco, Inc. re: sale of men and women swimwear in Calvin Klein Underwear Stores.
B.		Letter Agreement dated April 6, 2009 between Calvin Klein, Inc., WSI and W re: amendment to Women’s Swim License.

C.		Letter Agreement dated April 6, 2009 between CKI and W and Warnaco re: E-Commerce Agreement.
D.		Letter Agreement dated April 13, 2009 between Warnaco, Inc. and Calvin Klein, Inc. re: renewal of Women’s Swim License Term.
E.		Letter Amendment dated May 26, 2009 between Warnaco, Inc. and Calvin Klein, Inc. re: CKI Swimwear in Sam’s Club.
F.		Letter Amendment dated May 31, 2009 between Warnaco Swimwear, Inc., Warnaco Inc, and Calvin Klein, Inc. re: sales to Costco and Sam’s club.
G.		Approval Form from CKI re: zappos.com
H.		Email dated January 15, 2010 re: consent of CKI for a one-time sale to Overstock.com for 2010.
I.		Authorization Letter dated May 25, 2010 re: right to sell Calvin Klein Swim Articles ( Swimwear and Accessories) in Calvin Klein Underwear Stores.
J.		CK One Consent Letter Agreement dated June 23, 2010
K.		Letter Amendment dated July 6, 2010 regarding allocation of royalty payments (partially signed)
13.		Calvin Klein Men’s Swimwear License Agreement between Calvin Klein, Inc. and Warnaco Swimwear, Inc. (summary only)
A.		Letter Agreement dated April 6, 2009 between Warnaco Swimwear Inc. and Warnaco, Inc. re: sale of men and women swimwear in Calvin Klein Underwear Stores.
B.		Letter Agreement dated April 6, 2009 between Calvin Klein Inc., WSI and W re: amendment to Men’s Swim License.
C.		Letter Agreement dated April 6, 2009 between CKI and W and Warnaco re: E-Commerce Agreement.
D.		Letter Agreement dated April 13, 2009 between Warnaco, Inc. and Calvin Klein, Inc. re: renewal of Men’s Swim License Term.
E.		Letter Amendment dated May 26, 2009 between Warnaco, Inc. and Calvin Klein, Inc. re: CKI Swimwear in Sam’s Club.
F.		Letter Amendment dated May 31, 2009 between Warnaco Swimwear, Inc., Warnaco Inc, and Calvin Klein, Inc. re: sales to Costco and Sam’s club.
G.		Letter Amendment dated July 6, 2010 regarding allocation of royalty payments (partially signed)
14.		Speedo License Agreement dated May 10, 1990 between Speedo International B.V. and Speedo International Limited (“the Licensor”) and Warnaco Inc. and Warnaco International Inc. (“the Licensee”)
A.		Amendment to the Speedo Licenses dated November 25, 2002 by and between Speedo International Limited and Authentic Fitness Corporation and Authentic Fitness Products Inc. (Including Exhibits 1-6 of Speedo Licenses)
B.		Website Agreement November 25, 2002 by and between Speedo International Limited and Authentic Fitness Corporation and Authentic Fitness Products, Inc.

C.		Side Letter Agreement dated March 27, 2009 between Warnaco Swimwear and Speedo International Ltd. re: speedousa.com and speedo.com websites
D.		Side Letter Agreement dated April 27, 2009 between Warnaco Swimwear and Speedo International Limited re: Speedo website in Canada
E.		Side Letter Agreement dated November 4, 2009 between Speedo International Limited and Speedo International BV and Warnaco Swimwear Inc., relating to the Aqualab LZR Pro Intellectual Property
15.		Lifeguard License Corp. License Agreement (Amendment to the Lifeguard License dated 2008)
16.		Amended and Restated Chaps License Agreement dated as of January 1, 1996 by and between Polo Ralph Lauren L.P. and Warnaco Inc.
A.		Letter, dated June 2, 1998 from Lee S. Sporn to Stanley P. Silverstein re: addition of Mexico to the Territory
B.		Letter Agreement, dated June 16, 1999 from PRL USA, Inc., The Polo/Lauren Company L.P. & Polo Ralph Lauren Corporation to Stanley P. Silverstein, Esq. re: Modes Alto Regal Agreement and extension of the U.S. Agreement to December 31, 2008
C.		License Agreement and Design Services Agreement Amendment and Extension, effective September 1, 2003, by and among PRL USA, Inc., The Polo/Lauren Company, L.P., Polo Ralph Lauren Corporation and Warnaco Inc. and Warnaco of Canada Company
D.		Amendment to License Agreement and Design Services Agreement with respect to Mexico and specifically “Annual Advertising Obligations”, and “Earned Royalty Rate” under Canada License signed April 2005
E.		Letter Permission from Polo Ralph Lauren to Warnaco Inc. and Warnaco of Canada Company granting permission to sublicense to Excelled Leather and Coat Corporation for CHAPS branded outerwear dated June 15, 2006
F.		Sub-License Agreement between Warnaco Inc. and Excelled Leather and Coat Corporation, effective January 1, 2006 for Men’s Leather and Wool Outerwear
G.		Letter Amendment dated May 9, 2007 between PRL Usa, Inc., The Polo/Lauren Company L.P., Polo Ralph Lauren Corp., Warnaco Inc. and Warnaco of Canada Company (effective April 1, 2006) re: change to description of “Licensed Products”
H.		Letter from Warnaco Inc. and Warnaco of Canada dated February 1, 2008 requesting to exercise its right to renew as per the September 19, 2003 amendment
I.		Follow up Letter from Warnaco Inc. and Warnaco of Canada dated February 15, 2008 requesting to exercise its right to renew as per the September 19, 2003 amendment
J.		Short form for License Agreement and Design Services Agreement Amendment and Extension, effective September 1, 2003, by and among PRL USA, Inc., The Polo/Lauren Company, L.P., Polo Ralph Lauren Corporation and Warnaco Inc. and Warnaco of Canada Company (used for recordation purposes)

K.		*Renewal Letter dated March 19, 2008 from Warnaco Inc. and Warnaco of Canada Company enclosing payment for the difference between Minimum Earned Royalties and Royalties actually paid and confirmation of renewal of agreements for Second Renewal Term thru December 31, 2013
L.		Mexican Recordation of License Agreement dated February 12, 2008
M.		Letter from PRL USA, Inc. to Warnaco, Inc. dated June 30, 2009 re: Warnaco’s minimum royalty.
N.		Email dated March 3, 2010 re: Key Personnel and Liaison under the license agreement.
O.		Confirmatory Agreement between Warnaco Inc., and Warnaco U.S.
P.		Letter dated January 26, 2011 re: PRL Change of Address

All Trademarks, Copyrights and Patents

See attached.

Material Intellectual Property:

Trademarks

WARNER’S, owned by Warnaco U.S., Inc.

OLGA, owned by Warnaco U.S., Inc.

CALVIN KLEIN UNDERWEAR, beneficially owned by Warnaco Inc. (which owns the Class B and C shares of the Calvin Klein Trademark Trust)

License Agreements

Calvin Klein Underwear Administration Agreement between Calvin Klein, Inc. and Warnaco Inc., dated March 14, 1994, as amended.

Jeans License Agreement by and between Calvin Klein, Inc. and Calvin Klein Jeanswear Company, dated August 4, 1994, as amended.

Amended and Restated Europe Jeans License Agreement, dated January 1, 1997, as amended, by and among Calvin Klein, Inc., CK Jeanswear Europe, S.r.l. and WF Overseas Fashion C.V.

Amended and Restated Asia Jeans License Agreement, dated January 1, 1997, by and among Calvin Klein, Inc., Calvin Klein Jeanswear Asia Ltd. and WF Overseas Fashion C.V.

Speedo License Agreement dated May 10, 1990, as amended, among Speedo International Limited, Warnaco Swimwear Inc. and Warnaco Swimwear Products, Inc.

Warnaco Refinancing — 2011
Warnaco’s Intellectual Property
Table of Contents

Schedule Number

1.

Trademarks

	A.		Warnaco Inc. and Warnaco U.S., Inc. — Trademark Applications / Registrations
	B.		Warnaco Swimwear, Inc. and Warnaco Swimwear Products, Inc. — Trademark Applications / Registrations

2.

Copyrights

	A.		Warnaco Inc. and Warnaco U.S., Inc. — Copyright Applications / Registrations
	B.		Warnaco Swimwear, Inc. — Copyright Applications / Registrations

3.

Patents

	A.		Warnaco Swimwear, Inc. — Patent Applications / Registrations
	B.		Warnaco — Patent Applications / Registrations
	C.		Warnaco / Olga — Patent Applications / Registrations
	D.		Warnaco / Speedo — Patent Applications / Registrations

1. Trademarks

1.A. Warnaco Inc. and
Warnaco U.S., Inc. —
Trademark Applications /
Registrations

WARNACO U.S., INC. TRADEMARKS

Country

Trademark

Class

App. No.

Fil Date

Reg No.

Reg. Date

Renewal

Afghanistan

OLGA

25 Int.

1406

30-Nov-1992

4687

18-Mar-1993

30-Nov-2012

WARNACO

IN 16, IN 25, IN 38, IN 42

2219

14-Aug-1996

5337

15-Dec-1996

14-Aug-2016

WARNER’S

IN 25

1405

30-Nov-1992

4686

18-Mar-1993

30-Nov-2012

African Union Territories (OAPI)

OLGA

25 Int.

PV.81792

04-Sep-1992

32127

04-Sep-1994

04-Sep-2002

WARNER’S

IN 25

PV.81793

04-Sep-1992

32128

04-Sep-1992

04-Sep-2002

Albania

BODY NANCY GANZ

IN 25

AL/M/2003/00577

24-Dec-2003

9934

28-Oct-2004

24-Dec-2013

NANCY GANZ

25 Int.

ALM/99/00213

20-May-1999

8235

01-Dec-2000

20-May-2019

WARNER’S

IN 25

03-Jun-1995

YOUNG ATTITUDES

25 Int.

AL/M/2003/576

24-Dec-2003

9933

28-Oct-2004

24-Dec-2013

Algeria

BODY NANCY GANZ

IN 25

032374

24-Dec-2003

66811

24-Dec-2003

24-Dec-2013

BODYSLIMMERS

IN 25

032373

24-Dec-2003

66810

24-Dec-2003

24-Dec-2013

BODYSLIMMERS NANCY GANZ

IN 25

032376

24-Dec-2003

66813

24-Dec-2003

24-Dec-2013

OLGA

25 Int., 31 Int.

021858

15-Sep-2002

064260

15-Sep-2002

15-Sep-2012

WARNER’S

IN 25

031865

06-Oct-2003

66751

06-Oct-2003

06-Oct-2013

YOUNG ATTITUDES

25 Int.

032375

24-Dec-2003

66812

24-Dec-2003

24-Dec-2013

Tuesday, June 14, 2011		Page 1 of 94

Country

Trademark

Class

App. No.

Fil Date

Reg No.

Reg. Date

Renewal

Andorra

BODYSLIMMERS

25 Int.

13491

08-Jun-1999

13237

08-Jun-1999

08-Jun-2019

NANCY GANZ

25 Int.

13497

08-Jun-1999

13235

08-Jun-1999

08-Jun-2019

OLGA

IN 25

198

12-Dec-1996

915

12-Dec-1996

12-Dec-2016

WARNACO

IN 25

174

12-Dec-1996

908

12-Dec-1996

12-Dec-2016

WARNER’S

IN 25

2959

02-Jan-1997

1956

02-Jan-1997

02-Jan-2017

Anguilla

WARNER’S (SCRIPT)

IN 25

2780

26-Feb-1997

2780

26-Feb-1997

19-May-2018

Antigua and Barbuda

BODYSLIMMERS

IN 25

N/A

02-Aug-2000

5769

02-Aug-2000

02-Aug-2014

BODYSLIMMERS NANCY GANZ

IN 25

NA

02-Aug-2000

5768

02-Aug-2000

02-Aug-2014

NANCY GANZ

IN 25

02-Aug-2000

5639

02-Aug-2000

02-Aug-2014

OLGA

NA 38

N/A

3532

25-Mar-1993

25-Mar-2021

WARNER’S

NA 38

N/A

26-Oct-1966

1272

20-Apr-1967

26-Oct-2022

Tuesday, June 14, 2011		Page 2 of 94

Country

Trademark

Class

App. No.

Fil Date

Reg No.

Reg. Date

Renewal

Argentina

BODY NANCY GANZ

25 Int.

2,466,994

09-Oct-2003

2,023,401

26-Apr-2005

26-Apr-2015

BODYSLIMMERS

IN 25

2994682

13-Apr-2010

BODYSLIMMERS NANCY GANZ

25 Int.

3020626

03-Aug-2010

NANCY GANZ

IN 25

3077677

04-Apr-2011

OLGA

IN 25

2,644,050

06-Jan-2006

2,101,735

27-Jul-2006

27-Jul-2016

PINKU AND DESIGN

25 Int.

2930118

17-Jul-2009

WARNER’S

IN 25

2,447,401

28-Jul-2003

1,954,795

10-Oct-2003

10-Oct-2013

WARNER’S

IN 25

2,447,402

28-Jul-2003

1,95,4798

10-Oct-2003

10-Oct-2013

WARNER’S & W DESIGN

25

2,494,808

12-Feb-2004

1,984,309

28-Jun-2004

28-Jun-2014

WARNER’S (SCRIPT)

IN 25

2,447,404

28-Jul-2003

1,954,807

10-Oct-2003

10-Oct-2013

WARNER’S NOTHING BUT CURVES

IN 25

2,284,547

03-May-2000

1,846,501

04-Oct-2001

04-Oct-2011

YOUNG ATTITUDES

25 Int.

2,471,329

29-Oct-2003

2,025,736

06-May-2005

06-May-2015

Armenia

BODYSLIMMERS

IN 25

990423

20-May-1999

BODYSLIMMERS NANCY GANZ

25 Int.

990422

20-May-1999

5300

11-Sep-2000

20-May-2019

NANCY GANZ

25 Int.

990424

20-May-1999

5301

11-Sep-2000

20-May-2019

WARNACO

IN 25, IN 9, IN 16

960230

29-Apr-1996

3526

28-Aug-1998

29-Apr-2016

Tuesday, June 14, 2011		Page 3 of 94

Country

Trademark

Class

App. No.

Fil Date

Reg No.

Reg. Date

Renewal

Aruba

BODYSLIMMERS

IN 25

IM-990611.13

11-Jun-1999

19951

25-Jun-1999

11-Jun-2019

NANCY GANZ

IN 25

IM-990611.14

11-Jun-1999

19952

25-Jun-1999

11-Jun-2019

OLGA

IN 25

90112613

26-Nov-1990

15045

24-Dec-1990

25-Nov-2020

OLGA TREASURES

25 Int.

95061915

19-Jun-1995

17444

05-Jul-1995

19-Jun-2015

SECRET SHAPERS

IN 25

IM-960306.16

06-Mar-1996

17858

29-May-1996

06-Mar-2016

WARNER’S

IN 25

030814.20

14-Aug-2003

22514

28-Aug-2003

14-Aug-2013

WARNER’S THE BETTER BODY PEOPLE

IN 25

9502311

05-Aug-1994

17222

07-Mar-1995

05-Aug-2014

Tuesday, June 14, 2011		Page 4 of 94