Common use of Agreements of the Debtors Clause in Contracts

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured Party, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured Party) and do such other acts and things (including, delivery to the Secured Party of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party not less than 10 days' prior written notice, (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party may from time to time reasonably request; (e) will permit the Secured Party and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party during the existence of a Default, deliver to the Secured Party all of such records and papers; (f) will, upon request of the Secured Party, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured Party, of the security interest of the Secured Party hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine), and such policies or certificates thereof shall, if the Secured Party so requests, be deposited with or furnished to the Secured Party; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured Party, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; and (n) will reimburse the Secured Party for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured Party), incurred by the Secured Party in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party do any and all lawful acts and execute any and all proper documents required by the Secured Party in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party for all costs and expenses incurred by the Secured Party in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyAdministrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAdministrative Agent) and do such other acts and things (including, delivery to the Secured Party Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Administrative Agent not less than 10 days' prior written notice, (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (e) will permit the Secured Party Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Administrative Agent during the existence of a Default, deliver to the Secured Party Administrative Agent all of such records and papers; (f) will, upon request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAdministrative Agent, of the security interest of the Secured Party Administrative Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ Section 7.3 of the Credit FacilitiesAgreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Administrative Agent may determine), and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured PartyAdministrative Agent, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; and (n) will reimburse the Secured Party Administrative Agent for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured PartyAdministrative Agent), incurred by the Secured Party Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Administrative Agent for all costs and expenses incurred by the Secured Party Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party Administrative Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyAdministrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAdministrative Agent) and do such other acts and things (including, including delivery to the Secured Party Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; Liabilities (and each Debtor hereby authorizes the Administrative Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction), (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given than in the Secured Party not less than 10 days' prior written noticeUnited States, (c) will keep give the Administrative Agent prompt notice (in any event within 30 days) of any change its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party state of organization or incorporation or its designees name, identity or corporate structure to determine at the extent that any time financing statement filed to perfect the status Administrative Agent’s interests under this Agreement would become seriously misleading as a result of such change (provided that this Section 6(c) shall not be deemed to authorize any change or transaction prohibited under the Non-Tangible Collateral; Credit Agreement), (d) will furnish the Secured Party Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; , (e) will will, subject to the terms of the Credit Agreement, permit the Secured Party Administrative Agent and its designees, from time to time, on reasonable prior notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a an Event of Default) to inspect such Debtor's ’s Inventory and other Goods, and to inspect, audit examine and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Administrative Agent during the existence of a an Event of Default, deliver to the Secured Party Administrative Agent all of such records and papers; , (f) will, upon request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAdministrative Agent, of the security interest of the Secured Party Administrative Agent hereunder; , (g) except for as permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted Liens; Liens and liens and security interests in favor of the Administrative Agent, (h) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Secured Party Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a an Event of Default shall be existing, the Secured Party Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Administrative Agent may determine), ) and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured Party; Administrative Agent, (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; , ordinary wear and tear excepted, (j) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; , (k) will promptly pay when due all license fees, registration fees, taxes, assessments prior to delinquency material taxes and other governmental charges which may be levied upon against it or assessed against the ownership, operation, possession, maintenance or use any of its Equipment property, as well as claims of any kind which, if unpaid, might become a Lien on any of its property, other than Liens permitted by Section 10.8 of the Credit Agreement; provided that, the foregoing shall not require the Parent or any Subsidiary to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and other Goods; shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Secured PartyAdministrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees, (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; , (mn) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; States (other than Collateral in transit from a supplier or vendor to a location in the United States or Collateral in transit to a customer) and (no) will reimburse will, promptly upon any Responsible Officer of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the Secured Party for all expensesUCC) in excess of $2,500,000, immediately notify the Administrative Agent in a writing signed by such Debtor of the details thereof and grant to the Administrative Agent in such writing a security interest therein and in the proceeds thereof, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. Each Debtor hereby authorizes the filing of any financing statement, continuation statement, and amendment to financing statement in any jurisdiction and with any filing office as the Administrative Agent may determine, in its sole discretion, is necessary or advisable to perfect the security interest granted to the Administrative Agent hereunder or in connection herewith. Any such financing statement or amendment may describe the Collateral in the same manner as described in any security agreement or pledge agreement entered into by the parties in connection herewith, or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of its security interest in the Collateral, including reasonable attorney's fees and charges describing such property as “all assets (including time charges of attorneys who are employees of the Secured Partyor all personal property), incurred by the Secured Party in seeking to collect whether now owned or enforce any rights in respect hereafter acquired” or words of such Debtor's Collateralsimilar meaning. Any expenses Costs and Expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a an Event of Default shall be existing, the Secured Party Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Administrative Agent for all costs Costs and expenses Expenses incurred by the Secured Party Administrative Agent in the exercise of its rights under this Section 6, except to the extent any of the foregoing result from the gross negligence, bad faith or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Secured Party Administrative Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement. This Agreement may be enforced only by the action of the Administrative Agent and no other Lender Party shall have any right individually to enforce or seek to enforce this Agreement. This Agreement may not be enforced against any director, officer, employee, or stockholder of the undersigned.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyAgent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts and things (including, without limitation, delivery to the Secured Party Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Agent not less than 10 days' prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (e) will permit the Secured Party Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Agent during the existence of a Default, deliver to the Secured Party Agent all of such records and papers; (f) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (g) except for as permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Agent; (h) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), ) and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured PartyAgent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (j) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); provided, however, that such Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings, so long as forfeiture of any substantial part of its Equipment or other Goods will not result from the failure of such Debtor to pay any such fee, tax, assessment or other charge during the period of such contest; (l) will, upon request of the Secured PartyAgent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) except as listed on Schedule V, will keep all of the tangible Collateral in the continental United States; and (no) will reimburse the Secured Party Agent for all expenses, including reasonable attorney's attorneys' fees and charges (including time charges of attorneys who are employees of the Secured Party)legal expenses, incurred by the Secured Party Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all reasonable costs and expenses incurred by the Secured Party Agent in the exercise of its rights under this Section 6, except to the extent any of the foregoing result from the gross negligence or willful misconduct of the Agent. Notwithstanding the foregoing, the Secured Party Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyCollateral Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyCollateral Agent) and do such other acts and things (including, including the delivery to the Secured Party Collateral Agent of any Instruments or all Certificated Securities which constitute Collateraland Instruments (other than checks and similar items that are deposited in the ordinary course of business)), all as the Secured Party Collateral Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and each Debtor hereby authorizes the Collateral Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction; (b) after the occurrence and during the continuance of any Default, will keep execute and file such assignment of claims forms under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, as may be necessary or desirable, or as the Collateral Agent may from time to time request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby (free of all its Inventory atother liens, claims and will not maintain any place rights of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party not less than 10 days' prior written noticethird parties whatsoever), (c) will keep keep, at its address shown on Schedule I hereto, its records concerning the Non-Tangible Collateral in Collateral, which records will be of such a manner character as will enable the Secured Party Collateral Agent or its designees to determine at any time the status of the Non-Tangible Collateral, and no Debtor will, unless the Collateral Agent shall otherwise consent in writing, duplicate any such records at any other address; (d) will furnish the Secured Party Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Collateral Agent may from time to time reasonably request; (e) will permit the Secured Party Collateral Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Collateral Agent during the existence of a Default, deliver to the Secured Party Collateral Agent all of such records and papers; (f) will, upon request of the Secured PartyCollateral Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyCollateral Agent, of the security interest of the Secured Party Collateral Agent hereunder; (g) except for will not change its jurisdiction of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the sale Collateral Agent's interest under this Agreement would become seriously misleading, unless such Debtor shall have given the Collateral Agent not less than 10 days' prior notice of such change (provided that this Section 6(g) shall not be deemed to authorize any change or lease of Inventory in transaction prohibited under the ordinary course of its business Credit Agreement); and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, (h) will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than liens and security interests in favor of the Collateral Agent and Permitted Liens; (h) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine), and such policies or certificates thereof shall, if the Secured Party so requests, be deposited with or furnished to the Secured Party; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured Party, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; and (n) will reimburse the Secured Party for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured Party), incurred by the Secured Party in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party do any and all lawful acts and execute any and all proper documents required by the Secured Party in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party for all costs and expenses incurred by the Secured Party in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) willat their sole cost and expense, upon request of will execute and deliver all such agreements and instruments as necessary (or as Agent may reasonably request) to more fully or accurately describe the Secured Party, execute such financing statements and property intended to be Collateral or the obligations intended to be secured by hereunder or any other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured Party) Loan Document and do such acts as may be reasonably necessary under applicable U.S. or state law, including the filing of any such notice filings or other acts agreements or instruments, at such times and things at such places as are necessary (includingor as the Agent may reasonably request), delivery in each case subject to the Secured Party terms of this Agreement or any Instruments or Certificated Securities which constitute Collateral)other Loan Document, all as the Secured Party may from time to time reasonably request, in order to establish and maintain a valid valid, attached and perfected first-priority security interest interests in the Collateral (in favor of the Lender Parties, free and clear of all other liens, Liens and claims and rights of third parties whatsoever, other than whatsoever except Permitted Liens; each Debtor hereby irrevocably authorizes the Agent at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) to secure indicate the payment Collateral (x) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the LiabilitiesUCC of the jurisdiction wherein such financing statement or amendment is filed, or (y) as being of an equal or lesser scope or within greater detail, and (ii) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether such Debtor is an organization, the Type of Organization and the Organizational ID Number issued to such Debtor and (y) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, such Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto, filed by the Agent in any jurisdiction prior to the date of this Agreement; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules Schedule I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Agent not less than 10 thirty (30) days' ’ prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (e) will permit the Secured Party Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice following the occurrence and during the existence continuation of a an Event of Default) to inspect such Debtor's ’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Agent during the existence of a an Event of Default, deliver to the Secured Party Agent all of such records and papers; (f) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which that is no longer useful in its business or which that is being replaced by similar EquipmentEquipment or any other sale of collateral permitted under Section 7.2.7 of the Credit Agreement, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ Section 7.1.3 of the Credit FacilitiesAgreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall have occurred and be existingcontinuing, the Secured Party shall Agent will deliver any proceeds of such insurance which that may be received by it to such Debtor and (B) whenever a an Event of Default shall have occurred and be existingcontinuing, the Secured Party Agent may apply any proceeds of such insurance which that may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured PartyAgent; (i) will take such actions as are reasonably necessary to keep its Inventory Goods in good repair and conditioncondition (ordinary wear and tear excepted); (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will, except to the extent that such fees, taxes, assessments and other charges are being contested in good faith and by appropriate proceedings, diligently conducted and for which appropriate reserves, in accordance with GAAP have been established, but only to the extent that the failure to discharge such contested charge will not cause a Material Adverse Change, promptly pay when due all license fees, registration fees, taxes, assessments and other charges which that may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured Party, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule VVI, will keep all of the tangible Collateral in the United States; and (n) promptly notify the Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon the request of the Agent, will reimburse promptly execute such other documents, and do such other acts or things deemed appropriate by the Secured Party Agent to deliver to the Agent control with respect to such Collateral; (o) promptly notify the Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments and, upon the request of the Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by the Agent to deliver to the Agent possession of such Documents that are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Agent; (p) with respect to Collateral in the possession of a third party, other than Certificated Securities, Goods covered by a Document, or de minimis portions of the Collateral temporarily in the possession of another in the ordinary course of such third parties’ business including as described on Schedule VII, obtain an acknowledgment from the third party that it is holding the Collateral for benefit of the Agent; (q) promptly notify the Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the date hereof against any third party, and, upon the request of the Agent, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Agent to give the Agent a security interest in such Commercial Tort Claim; (r) further agrees to take other action reasonably requested by the Agent to ensure the attachment, perfection and first priority of, and the ability of the Agent to enforce, the security interests in any and all expensesof the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor’s signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the security interests in such Collateral, (iii) obtaining governmental and other third party consents and approvals, including reasonable attorney's fees without limitation any consent of any licensor, lessor or other Person obligated on Collateral, (iv) obtaining waivers from mortgagees and charges landlords in form and substance satisfactory to the Agent, and (including time charges of attorneys who are employees of the Secured Party), incurred v) taking all actions required by the Secured Party UCC in seeking effect from time to collect time or enforce by other law, as applicable in any rights relevant UCC jurisdiction, or by other law as applicable in respect any foreign jurisdiction; (s) not change its state of such Debtor's Collateralincorporation or organization, taxpayer identification number or Type of Organization; and (t) not change its legal name without providing the Agent with at least (30) days’ prior written notice. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable DebtorDebtors. Whenever a an Event of Default shall have occurred and be existingcontinuing, the Secured Party Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all costs and expenses incurred by the Secured Party Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, subject to Section 10 hereof, the Secured Party Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement. To the extent Debtors use any of the proceeds from the Loans to purchase Collateral, Debtors’ repayment of the Loans shall apply on a “first-in-first-out” basis so that the portion of the Loans used to purchase a particular item of Collateral shall be paid in the chronological order the Debtors purchased the Collateral.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyAgent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts and things (including, without limitation, delivery to the Secured Party Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Agent not less than 10 days' prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (e) will permit the Secured Party Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Agent during the existence of a Default, deliver to the Secured Party Agent all of such records and papers; (f) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Agent; (h) without limiting the provisions of ___________ Section 10.3 of the Credit FacilitiesAgreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), ) and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured PartyAgent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working or running order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); provided, however, that such Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings, so long as forfeiture of any substantial part of its Equipment or other Goods will not result from the failure of such Debtor to pay any such fee, tax, assessment or other charge during the period of such contest; (l) will, upon request of the Secured PartyAgent, cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Agent in the Equipment covered thereby and deliver all such certificates to the Agent or its designees; (lm) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; and (no) will reimburse the Secured Party Agent for all expenses, including reasonable attorney's attorneys' fees and charges (including time charges of attorneys who are employees of the Secured Party)legal expenses, incurred by the Secured Party Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all costs and expenses expenses, including reasonable attorneys' fees and legal expenses, incurred by the Secured Party Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor Debtor: (a) will, upon request of the Secured PartyAdministrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAdministrative Agent) and do such other acts and things (including, without limitation, delivery to the Secured Party Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liensLiens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Administrative Agent not less than 10 30 days' prior written notice, provided that no such notice shall be required for Inventory which is (i) located in any jurisdiction in which the Administrative Agent has filed a valid and effective financing statement covering such Inventory, and (ii) stored at another address under a temporary arrangement in the ordinary course of business; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (e) will permit provide or cause to be provided the Secured Party representatives and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (independent contractors of the Administrative Agent or at any time without notice during Lender the existence of a Default) to inspect such Debtor's Inventory inspection rights and other Goods, rights and to inspect, audit and make copies of and extracts from all records and other papers benefits set forth in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request Section 7.10 of the Secured Party during the existence of a Default, deliver to the Secured Party all of such records and papersCredit Agreement; (f) will, upon the reasonable request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAdministrative Agent, of the security interest of the Secured Party Administrative Agent hereunder; (g) except for as permitted by Section 8.2 of the sale or lease of Inventory in the ordinary course Credit Agreement, will not, and will not permit any of its business and sales of Equipment which is no longer useful in its business Subsidiaries to, directly or which is being replaced by similar Equipmentindirectly, will not sell, assign, lease, assign convey, transfer or create otherwise dispose of any Collateral or permit except as permitted by Section 8.1 of the Credit Agreement, create, incur, assume or suffer to exist any Lien on upon or with respect to any Collateral other than Permitted Lienspart of the Collateral; (h) without limiting will obtain or cause to be obtained the provisions type of ___________ insurance set forth in Section 7.6 of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situatedAgreement, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party as its interest may appear (it being understood Administrative Agent and the Company such that (A1) so long as no Default losses less than or equal to Five Million Dollars ($5,000,000) per occurrence shall be existingpayable to the Company only, the Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B2) whenever a Default losses in excess of Five Million Dollars ($5,000,000) per occurrence shall be existing, payable to the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine)Administrative Agent, and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent; (i) will take amend and maintain each liability insurance policy insuring such actions as are reasonably necessary to keep Debtor, its Inventory in good repair and conditionor other goods so that each such insurance policy names the Administrative Agent as an additional insured; (j) will take such actions maintain and preserve its property in the same manner as are reasonably necessary to keep its Equipment set forth in good repair and condition and in good working order, ordinary wear and tear exceptedSection 7.5 of the Credit Agreement; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable) other than any such items being contested by appropriate proceedings if such Debtor maintains adequate reserves therefor in conformity with GAAP; (l) will, upon reasonable request of the Secured PartyAdministrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby, and (ii) deliver all such certificates covering the Equipment to the Administrative Agent or its designees; (m) (i) at any time that the Company, the Parent, any Subsidiary or any Affiliate of the Company receives any Certificated Security, intercompany note, other note, Instrument or Chattel Paper with a face amount or fair market value in excess of $250,000, will promptly notify the Administrative Agent of such receipt, and (ii) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, including, without limitation, delivery of all Chattel Paper and Instruments to the Administrative Agent upon request by the Administrative Agent therefor; (mn) except as listed on Schedule Vduring the term hereof, will keep all upon becoming aware of any change in the identity of any of the tangible Collateral parties to the Intercreditor Agreement, such Debtor shall promptly, but in no event later than fifteen (15) days thereafter, provide or cause to be provided, notice of the United Statessame to the Administrative Agent and, upon reasonable request of the Administrative Agent, promptly but in no event later than fifteen (15) days after such reasonable request, provide or cause to be provided to the Administrative Agent an updated list of the Persons then party to the Intercreditor Agreement; and (no) will reimburse the Secured Party Administrative Agent for all reasonable, documented and out-of-pocket expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured Party)without limitation Attorney Costs, incurred by the Secured Party Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Each Debtor covenants and agrees that it shall not create or permit to exist any Lien (including license rights) upon the Primary Intellectual Property Collateral except the security interest granted hereunder and except those Liens referenced in Section 3(xxi)(d) and (e) hereof. Each Debtor covenants and agrees that it shall not enter into or permit to exist any license agreements other than those in effect on the Closing Date and other than future license agreements which do not provide for the licensing of any rights or interests in the Primary Intellectual Property Collateral and which do not result in any party (other than those referenced in Section 3(xxi)(d) and (e) hereof) holding an Eligible Senior Claim (as defined in the Intercreditor Agreement) secured by a Permitted Senior Security Interest in the Primary Intellectual Property Collateral with a Value Share (as defined in the Intercreditor Agreement) greater than zero (as determined and calculated under the Intercreditor Agreement). Without limiting clause (a) of the immediately preceding paragraph, each Debtor shall, contemporaneously herewith, execute and deliver to the Administrative Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibits A, B and C hereto. Any loss benefits ("Benefits") under any insurance policy maintained by a Debtor shall be held as additional Collateral hereunder. So long as no Default shall have occurred and be continuing, and with respect to such Benefits payable to the Administrative Agent pursuant to Section 6(h) hereof, the Administrative Agent shall, upon the Company's instruction and net of collection expenses, if any, (i) release to the Company the amount of such Benefits to the extent that the Company has submitted a written request to use such Benefits for the financing of the replacement, substitution or restoration of the assets sustaining the casualty loss giving rise to such Benefits, and (ii) apply in all other circumstances any Benefits not used as described in clause (i) toward the payment of the Liabilities as provided in Section 2.8 of the Credit Agreement and/or toward reduction of the Commitments as provided in Section 2.6 of the Credit Agreement. Whenever a Default shall have occurred and be continuing, all of the Benefits payable to the Administrative Agent in accordance with Section 6(h) hereof shall be applied by the Administrative Agent toward the payment of the Liabilities in such order or form as the Administrative Agent shall determine, subject to the Credit Agreement (including, without limitation, Section 10.11(d) thereof). Any reasonable expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall have occurred and be existingcontinuing, the Secured Party Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or the licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Administrative Agent do any and all lawful acts and execute any and all proper documents reasonably required by the Secured Party Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Administrative Agent for all reasonable, documented and out-of-pocket costs and expenses incurred by the Secured Party Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding ; provided, however, that the foregoing, the Secured Party Administrative Agent shall have n6 obligation to bring, and will suffer no obligation or liability regarding the Collateral or for any thereof by reason offailure to bring, or arising out of, this Agreementany such suits.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyAgent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts and things (including, without limitation, delivery to the Secured Party Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules SCHEDULES I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Agent not less than 10 days' prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (e) will permit the Secured Party Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Agent during the existence of a Default, deliver to the Secured Party Agent all of such records and papers; (f) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ Section 10.3 of the Credit FacilitiesAgreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine), and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured PartyAgent; (ih) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (ji) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kj) subject to Section 9.12 of the Credit Agreement, will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (lk) will, upon request of the Secured PartyAgent, (i) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Agent or its designees; (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; and (n) will reimburse the Secured Party Agent for all expenses, including reasonable attorney's attorneys' fees and charges (including time charges of attorneys who are employees of the Secured Party)legal expenses, incurred by the Secured Party Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred without gross negligence or wilful misconduct on the part of the Agent in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all reasonable costs and expenses incurred by the Secured Party Agent in the exercise of its rights under this Section SECTION 6. Notwithstanding the foregoing, the Secured Party Agent shall have no obligation obligations or liability liabilities regarding any of the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of from time to time, deliver to the Secured Party, execute Collateral Agent such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyCollateral Agent) and do such other acts and things (including, without limitation, delivery to the Secured Party Collateral Agent of any Instruments or Certificated Securities which constitute Collateral), all as are necessary or as the Secured Party Collateral Agent may from time to time reasonably request, to establish and maintain a valid valid, perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and each Debtor hereby authorizes the Collateral Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction), provided that, unless requested by the Collateral Agent during the existence of a Default, no Debtor shall be required to take any action to perfect the Collateral Agent's security interest in Collateral located outside the United States (it being understood that accounts receivable owed to a Debtor by a non-United States Person shall be deemed to be located in the United States); (b) will keep all its Inventory (other than Inventory located outside the United States) at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Collateral Agent not less than 10 days' prior written notice, ; (c) will not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Collateral Agent's interests under this Agreement would become seriously misleading, unless such Debtor shall have given the Collateral Agent not less than 30 days' (or such shorter period as may be approved by the Collateral Agent in its sole discretion) prior notice of such change; (d) will keep its complete records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party or its designees to determine at any time the status of the Nonconsistent with prudent business practices for similarly-Tangible Collateralsituated companies; (de) will furnish the Secured Party Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors of such Debtor as the Secured Party Collateral Agent may from time to time reasonably request; (e) will permit the Secured Party and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party during the existence of a Default, deliver to the Secured Party all of such records and papers; (f) will, upon request of the Secured PartyCollateral Agent during the existence of a Default, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyCollateral Agent, of the security interest of the Secured Party Collateral Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ Section 6.07 of the Credit FacilitiesAgreement or Section 9.2 of the Note Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Collateral Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Collateral Agent shall promptly deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Collateral Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order accordance with the terms of application as the Secured Party may determine), Intercreditor Agreement) and such policies or certificates thereof shall, if the Secured Party Collateral Agent so requests, be deposited with or furnished to the Secured PartyCollateral Agent; (ih) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (ji) without limiting the provisions of Section 6.06 of the Credit Agreement or Section 9.3 of the Note Agreement, will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kj) without limiting the provisions of Section 6.04 of the Credit Agreement or Section 9.4 of the Note Agreement, will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); provided that such Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings; (lk) will, promptly upon request of the Secured PartyCollateral Agent during the existence of a Default, (lI) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in cause the Collateral; (m) except as listed on Schedule V, will keep all security interest of the tangible Collateral in the United States; and (n) will reimburse the Secured Party for all expenses, including reasonable attorney's fees and charges (including time charges Agent to be noted on each certificate of attorneys who are employees of the Secured Party), incurred title covering Equipment specified by the Secured Party in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party do any and all lawful acts and execute any and all proper documents required by the Secured Party in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party for all costs and expenses incurred by the Secured Party in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.Agent and

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyAgent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts and things (including, delivery to the Secured Party Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Agent not less than 10 days' prior written notice, (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (e) will permit the Secured Party Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Agent during the existence of a Default, deliver to the Secured Party Agent all of such records and papers; (f) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ Section 10.3 of the Credit FacilitiesAgreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured PartyAgent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured PartyAgent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; and (no) will reimburse the Secured Party Agent for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured PartyAgent), incurred by the Secured Party Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all costs and expenses incurred by the Secured Party Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyAgent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts and things (including, without limitation, delivery to the Secured Party Agent of any Instruments or Certificated Securities Investment Property which constitute Collateral), all as the Secured Party Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory and Equipment at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules SCHEDULES I and II hereto or at such other addresses of with respect to which such Debtor shall have given the Secured Party Agent not less than 10 days' prior written notice, ; (c) will not change its name, identity or corporate structure, or the location of its chief executive office or principal place of business, without in any such case giving 30 days' prior written notice to the Agent; (d) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (de) will furnish the Secured Party Agent such information concerning such Debtor, the Collateral and the applicable Account Debtors as the Secured Party Agent may from time to time reasonably request; (ef) will permit the Secured Party Agent or any Bank and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Agent during the existence of a Default, deliver to the Secured Party Agent all of such records and papers; (fg) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (gh) except for the sale or lease of Inventory in the ordinary course of its business and sales the sale of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Agent; (hi) without limiting the provisions of ___________ Section 8.5 of the Credit FacilitiesAgreement, will at all times keep all of its Inventory and other Goods Equipment insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), determine in accordance with the Credit Agreement) and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured PartyAgent; (ij) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (jk) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kl) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); (lm) will, upon request of the Secured PartyAgent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Agent or its designees; (n) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mo) except as listed on Schedule V, will keep all of the tangible Collateral in the United StatesStates (other than Collateral owned by D&P Europe and/or D&P Asia); and (np) will reimburse the Secured Party Agent for all expenses, including reasonable attorney's attorneys' fees and charges (including time charges of attorneys who are employees of the Secured Party)legal expenses, incurred by the Secured Party Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all costs and expenses incurred by the Secured Party Agent in the exercise of its rights under this Section SECTION 6. Notwithstanding the foregoing, the Secured Party Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) willhereby authorizes the ------------------------- Agent to file (with or without the signature of such Debtor), and will upon request of the Secured PartyAgent execute, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts and things (including, delivery to the Secured Party of any Instruments or Certificated Securities which constitute Collateral)things, all as the Secured Party Agent may from time to time reasonably deem necessary or request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Automobile Inventory at, will not change its state of incorporation / organization and will not maintain any place of business at any location other than, its state of incorporation / organization and address(es) shown on Schedules I and II hereto or in such other jurisdiction or at such other ----------- -- addresses of which such Debtor shall have given the Secured Party Agent not less than 10 thirty (30) days' prior written notice, ; (c) will not change its type of organization from that listed on the financing statements filed on behalf of the Agent or be the subject of any merger or other corporate reorganization unless the applicable Debtor shall have given the Agent not less than thirty (30) days' prior written notice; (d) will keep its records concerning the Non-Tangible Collateral Subject Receivables in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible CollateralSubject Receivables; (de) will furnish the Secured Party Agent such information concerning such Debtor, Debtor and the Collateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (ef) will permit the Secured Party Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other GoodsAutomobile Inventory, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party during the existence of a Default, deliver to the Secured Party all of such records and papersCollateral; (fg) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (gh) except for the sale or lease of Automobile Inventory in the ordinary course of its business and sales for dispositions permitted by Section 9.10 of Equipment which is no longer useful in its business or which is being replaced by similar Equipmentthe Credit Agreement, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (hi) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Automobile Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained required by companies similarly situated, Section 9.3 of the Credit Agreement and cause all such policies covering the Collateral to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured Party; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and conditionAgent; (j) will take such actions as are reasonably necessary to keep its Equipment Automobile Inventory in good repair and condition and in good working order, ordinary wear and tear exceptedcondition; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured Party, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (ml) except as listed on Schedule V, will keep all of the tangible Collateral Automobile Inventory in the United States; and (m) will not change its name without providing thirty (30) days' prior written notice to the Agent; (n) will reimburse the Secured Party for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees if such Debtor has any Commercial Tort Claim against any Manufacturer arising out of the Secured Party)purchase by such Debtor of Automobile Inventory from such Manufacturer, incurred by and the Secured Party amount of such Commercial Tort Claim exceeds $500,000, such Debtor shall provide to the Agent a detailed description of such Commercial Tort Claim and this Agreement shall be amended to include a specific reference (sufficient under Section 9-108 of the UCC) to such Commercial Tort Claim; and (o) acknowledges and agrees that it is not authorized to file any financing statement in seeking favor of the Agent without the prior written consent of the Agent and that it will not do so without the prior written consent of the Agent, subject to collect or enforce any rights in respect of such Debtor's Collateralrights under Section 9-509(d)(2) of the UCC. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party do any and all lawful acts and execute any and all proper documents required by the Secured Party in aid of such enforcement and such each Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all reasonable costs and expenses incurred by the Secured Party Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party Agent shall have no --------- obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement, except to the extent caused by the gross negligence or wilful misconduct of the Agent.

Agreements of the Debtors. Each [Each][The] Debtor (a) will, upon request of the Secured PartyAdministrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate necessary by the Secured PartyAdministrative Agent) and do such other acts and things (including, including delivery to the Secured Party Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesSecured Obligations (and [each][the] Debtor hereby authorizes the Administrative Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction); (b) will keep all not change its Inventory atstate of organization or incorporation or its name, and will not maintain identity or corporate structure such that any place of business at any location other thanfinancing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading, its address(es) shown on Schedules I and II hereto or at such other addresses of which such unless [such][the] Debtor shall have given the Secured Party Administrative Agent not less than 10 30 days' ’ prior written notice, notice of such change (provided that this Section 6(c) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement); (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Administrative Agent such information concerning such [such][the] Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (e) will will, subject to the terms of the Credit Agreement, permit the Secured Party Administrative Agent and its designees, from time to timetime (but not more often than once per year at [the Borrower’s or] [any][the] Debtor’s expense, other than during the existence of a Default), on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such [such][the] Debtor's ’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such [such][the] Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Administrative Agent during the existence of a Default, deliver to the Secured Party Administrative Agent all of such records and papers; (f) will, upon request of except as permitted by the Secured Party, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured Party, of the security interest of the Secured Party hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Administrative Agent; (hg) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained in accordance with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to Section 6.07 of the Secured Party as its interest may appear Credit Agreement (it being understood that (A) so long as no Default shall be existing, the Secured Party Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such [such][the] Debtor and (B) whenever a Default shall be existing, the Secured Party Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the LiabilitiesSecured Obligations, whether or not due, in such order of application as the Secured Party Administrative Agent may determine), ) and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent; (ih) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (ji) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete, worn out or excess Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kj) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); provided that [such][the] Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by [such][the] Debtor in good faith by appropriate proceedings, so long as forfeiture of any substantial part of its Equipment or other Goods will not result from the failure of [such][the] Debtor to pay any such fee, tax, assessment or other charge during the period of such contest; (l) will, upon request of the Secured Party, (lk) will take all steps reasonably necessary (except to the extent determined by [such][the] Debtor in good faith to be inconsistent with sound business practice) to protect, preserve and maintain all of its material rights in the Collateral; and (ml) except will, promptly upon any Responsible Officer of [such][the] Debtor obtaining knowledge that [such][the] Debtor has acquired a commercial tort claim (as listed on Schedule V, will keep all defined in Section 9-102 of the tangible UCC) that is reasonably likely to result in recovery by [such][the] Debtor of damages in excess of $100,000, notify the Administrative Agent in a writing signed by [such][the] Debtor of the details thereof and grant to the Administrative Agent in such writing a security interest therein and in the proceeds thereof, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. [Each][The] Debtor hereby authorizes the filing of any financing statement, continuation statement, and amendment to financing statement in any jurisdiction and with any filing office as the Administrative Agent may determine, in its sole discretion, is necessary or advisable to perfect the security interest granted to the Administrative Agent hereunder or in connection herewith. Any such financing statement or amendment may describe the Collateral in the United States; and (n) will reimburse same manner as described in any security agreement or pledge agreement entered into by the Secured Party for all expensesparties in connection herewith, or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of its security interest in the Collateral, including reasonable attorney's fees and charges describing such property as “all assets (including time charges of attorneys who are employees of the Secured Partyor all personal property), incurred by the Secured Party in seeking to collect whether now owned or enforce any rights in respect hereafter acquired” or words of such Debtor's Collateralsimilar meaning. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable [applicable] Debtor. Whenever a Default shall be existing, the Secured Party Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable [applicable] Debtor shall at the request of the Secured Party Administrative Agent do any and all lawful acts and execute any and all proper documents reasonably required by the Secured Party Administrative Agent in aid of such enforcement and such [such][the] Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Administrative Agent for all reasonable costs and expenses incurred by the Secured Party Administrative Agent in the exercise of its rights under this Section 6, except to the extent any of the foregoing result from the gross negligence, bad faith breach or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, except to the Secured Party extent required under applicable Law, the Administrative Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of ------------------------- the Secured PartyU.S. Collateral Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyU.S. Collateral Agent) and do such other acts and things (including, without limitation, delivery to the Secured Party U.S. Collateral Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party U.S. Collateral Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) hereby authorizes the U.S. Collateral Agent to file such financing statements and other documents without its signature (to the extent allowed by applicable law); (c) will keep all its Inventory (other than Inventory which is leased to customers or in transit to or from customer locations), Equipment and other Goods at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of ----------- -- which such Debtor shall have given the Secured Party U.S. Collateral Agent not less than 10 days' prior written notice; (d) shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the U.S. Collateral Agent's interests under this Agreement would become seriously misleading, unless the Debtor shall have given the U.S. Collateral Agent not less than 10 days' prior notice of such change (cprovided that this Section 6(d) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement); (e) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party U.S. Collateral Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (df) will furnish the Secured Party U.S. Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party U.S. Collateral Agent may from time to time reasonably request; (eg) will permit the Secured Party U.S. Collateral Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party U.S. Collateral Agent during the existence of a Default, deliver to the Secured Party U.S. Collateral Agent all of such records and papers; (fh) will, upon request of the Secured PartyU.S. Collateral Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyU.S. Collateral Agent, of the security interest of the Secured Party U.S. Collateral Agent hereunder; (gi) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentEquipment or as otherwise permitted by the Credit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the U.S. Collateral Agent for the benefit of the Secured Parties; (hj) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party U.S. Collateral Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party U.S. Collateral Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party U.S. Collateral Agent may apply any proceeds of such insurance which may be received by it toward the ratable payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine), and such policies or certificates thereof shall, if the Secured Party U.S. Collateral Agent so requests, be deposited with or furnished to the Secured Party; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear exceptedU.S. Collateral Agent; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured PartyU.S. Collateral Agent, (i) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the U.S. Collateral Agent in the Equipment covered thereby and (ii) deliver all such certificates to the U.S. Collateral Agent or its designees; (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule V, will keep all of the tangible Collateral and Deposit Accounts in the continental United StatesStates or, in the case of any Debtor, any province in Canada of which such Debtor has given the U.S. Collateral Agent not less than 10 days prior written notice; and (n) will reimburse the Secured Party U.S. Collateral Agent for all expenses, including reasonable attorney's attorneys' fees and charges (including time charges of attorneys who are employees of the Secured Party)legal expenses, incurred by the Secured Party U.S. Collateral Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party U.S. Collateral Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party U.S. Collateral Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party U.S. Collateral Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party U.S. Collateral Agent for all reasonable costs and expenses incurred by the Secured Party U.S. Collateral Agent in the exercise of its rights under this Section 6, except to the extent any of the --------- foregoing result from the gross negligence or willful misconduct of the U.S. Collateral Agent. Notwithstanding the foregoing, the Secured Party U.S. Collateral Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyAgent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts and things (including, including delivery to the Secured Party Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and each Debtor hereby authorizes the Agent to file any financing statement or any amendment thereto that (i) indicates the Collateral (x) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement is filed, or (y) as being of an equal or lesser scope or with greater detail, and (ii) contains any other information required by Part 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement is filed regarding the sufficiency or filing office acceptance of any financing statement, including (x) whether such Debtor is an organization, the type of organization and any organizational identification number issued to such Debtor and (y) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates); (b) will keep all its Inventory Inventory, Equipment and other Goods at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Agent not less than 10 days' ’ prior written notice, ; (c) will not change its state of organization or incorporation and will not change its name, identity or organizational structure such that any financing statement filed to perfect the Agent’s interests under this Agreement would become seriously misleading, unless such Debtor shall have given the Agent not less than 10 days’ prior written notice of such change (provided that this clause 6(c) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement); (d) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (de) will furnish the Secured Party Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (ef) will permit the Secured Party Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's ’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Agent during the existence of a Default, deliver to the Secured Party Agent all of such records and papers; (fg) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, and add on all Instruments and tangible Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party hereunderAgent hereunder (which notation on Instruments or Chattel Paper may state, if the Agent requests, that any purchase (as defined in Section 1-201(32) of the UCC) of such Instrument or Chattel Paper is in violation of the Agent’s rights); (gh) except for the sale or lease of Inventory in the ordinary course of its business and business, sales of Equipment which is no longer useful in its business or which is being replaced by similar other Equipment, and for Dispositions permitted by Section 9.10 of the Credit Agreement, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (hi) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained required by companies similarly situated, Section 9.3 of the Credit Agreement and cause all such policies covering the Collateral to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured PartyAgent; (ij) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (jk) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (kl) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods, other than with respect to Equipment which is no longer useful in its business; (lm) will, upon request of the Secured PartyAgent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Agent or its designees; (n) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mo) except as listed on Schedule VVI, will keep all of the tangible Collateral Collateral, Deposit Accounts and Investment Property in the United States; (p) will promptly notify the Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim which is claiming damages in excess of $1,000,000 after the date hereof against any third party, and thereupon this Agreement shall be deemed amended to include a specific reference (sufficient under Section 9-108 of the UCC) to such Commercial Tort Claim; (q) will promptly notify the Agent in writing upon becoming the beneficiary under any letter of credit and, at the request of the Agent, pursuant to an agreement in form and substance satisfactory to the Agent, either (A) arrange for the issuer and any confirmer or other nominated person of such letter of credit to consent to an assignment to the Agent of such letter of credit or (B) arrange for the Agent to become the transferee beneficiary of such letter of credit; (r) will promptly notify the Agent in writing if such Debtor holds or acquires an interest in any Electronic Chattel Paper and, at the request of the Agent, take such action as the Agent may reasonably request to vest control, under Section 9-105 of the UCC, of such Electronic Chattel Paper in the Agent; and (ns) will reimburse the Secured Party for all expenses, including reasonable attorney's fees acknowledges and charges (including time charges of attorneys who are employees agrees that it is not authorized to file any financing statement in favor of the Secured Party)Agent or amendment thereto without the prior written consent of the Agent and that it will not do so without the prior written consent of the Agent, incurred by the Secured Party in seeking subject to collect or enforce any rights in respect of such Debtor's Collateral’s rights under Section 9-509(d)(2) of the UCC. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all costs and expenses incurred by the Secured Party Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement, except to the extent caused by the gross negligence or wilful misconduct of the Agent.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyAdministrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAdministrative Agent) and do such other acts and things (including, without limitation, delivery to the Secured Party Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and each Debtor hereby authorizes the Administrative Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction); (b) will keep all its Inventory atInventory, and will not maintain any place of business at any location other than, in the United States; (c) will not change its address(es) shown on Schedules I and II hereto state of organization or at incorporation or its name, identity or corporate structure such other addresses of which that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading, unless such Debtor shall have given the Secured Party Administrative Agent not less than 10 30 days' ’ prior written notice, notice of such change (cprovided that this Section 6(c) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement); (d) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (de) will furnish the Secured Party Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (ef) will will, subject to the terms of the Credit Agreement, permit the Secured Party Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's ’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Administrative Agent during the existence of a Default, deliver to the Secured Party Administrative Agent all of such records and papers; (fg) will, upon request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAdministrative Agent, of the security interest of the Secured Party Administrative Agent hereunder; (gh) except for as permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Administrative Agent; (hi) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Administrative Agent may determine), ) and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent; (ij) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (jk) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kl) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); provided, however, that such Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings, so long as forfeiture of any substantial part of its Equipment or other Goods will not result from the failure of such Debtor to pay any such fee, tax, assessment or other charge during the period of such contest; (lm) will, upon reasonable request of the Secured PartyAdministrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees; (n) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mo) except as listed on Schedule V, will keep all of the tangible Collateral Collateral, Deposit Accounts and Investment Property in the continental United States; and (np) will reimburse the Secured Party for all expenseswill, including reasonable attorney's fees and charges promptly upon any Responsible Officer of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (including time charges of attorneys who are employees as defined in Section 9-102 of the Secured Party)UCC) in excess of $50,000, incurred immediately notify the Administrative Agent in a writing signed by such Debtor of the details thereof and grant to the Administrative Agent in such writing a security interest therein and in the proceeds thereof, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. Each Debtor hereby authorizes the filing of any financing statement, continuation statement, and amendment to financing statement in any jurisdiction and with any filing office as the Administrative Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Administrative Agent hereunder or in connection herewith. Any such financing statement or amendment may describe the Collateral in the same manner as described in any security agreement or pledge agreement entered into by the Secured Party parties in seeking connection herewith, or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to collect ensure the perfection of the security interest in the collateral granted to the Administrative Agent hereunder or enforce any rights in respect of connection herewith, including, without limitation, describing such Debtor's Collateralproperty as “all assets” or “all personal property”, whether now owned or hereafter acquired. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Administrative Agent for all reasonable costs and expenses incurred by the Secured Party Administrative Agent in the exercise of its rights under this Section 6, except to the extent any of the foregoing result from the gross negligence or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Secured Party Administrative Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor Debtor: (a) willhereby irrevocably authorizes the Collateral Trustee at any time, upon request of the Secured Partyand from time to time, execute such to file in any jurisdiction, any initial financing statements and other documents amendments thereto that: (and pay i) indicate the cost Collateral as all assets of filing such Debtor or recording the same in all public offices reasonably deemed appropriate by the Secured Party) and do such other acts and things (includingwords of similar effect, delivery to the Secured Party regardless of whether any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party may from time to time reasonably request, to establish and maintain a valid security interest particular asset comprised in the Collateral (free falls within the scope of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment Article 9 of the LiabilitiesUCC of the jurisdiction wherein such financing statement or amendment is filed and (ii) contain any other information required by Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether such Debtor is an organization, the Type of Organization, the Organization ID Number or Federal Employer Identification Number issued to such Debtor and (y) in the case of a financing statement filed as a fixture filing or indicating the Collateral to be extracted collateral, a sufficient description of real property to which the Collateral relates; (b) will except upon 15 days’ prior written notice to the Collateral Trustee shall keep all its Inventory at, and will not maintain any place of business at at, any location other than, than its address(es) shown on Schedules Schedule I and II hereto (or at such other addresses of which such Debtor shall have given the Secured Party not less than 10 days' prior written notice, any amendment thereto); (c) will shall keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Collateral Trustee or its designees to readily determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Collateral Trustee such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Collateral Trustee may from time to time reasonably request; (e) will shall permit the Secured Party Collateral Trustee and its designees, from time to timein accordance with the provisions of the Indenture, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's ’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and willshall, upon prior request of the Secured Party Collateral Trustee during the existence and continuation of a an Event of Default, subject to the provisions set forth in the Intercreditor Agreement, immediately deliver to the Secured Party Collateral Trustee all of such records and papers; (f) willshall, upon request if requested by the Agent to take similar action in respect of First Lien Obligations (as defined in the Secured PartyIntercreditor Agreement), stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Secured PartyCollateral Trustee, of the security interest of the Secured Party Collateral Trustee hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and or as permitted under this Agreement or the Credit Agreement, sales of Equipment valued in excess of $50,000 which is no longer used or useful in its business or which is being replaced by similar EquipmentEquipment or any other sale of the Collateral permitted under the Indenture, will shall not sell, lease, assign or assign, create or permit to exist any Lien on any Collateral Collateral, other than Permitted Liens; (h) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine), and such policies or certificates thereof shall, if the Secured Party so requests, be deposited with or furnished to the Secured Party; (i) will take such actions as are reasonably necessary to keep its Inventory Goods in good repair and conditioncondition (ordinary wear and tear and casualty excepted); (ji) will shall take all such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (kj) will shall, except to the extent otherwise permitted under the Indenture, promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods except as could not reasonably be expected to cause a material adverse effect; (k) shall promptly notify the Collateral Trustee in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper with an individual value in excess of $50,000 not listed on the Schedules hereto and, if requested by the Agent to take similar action in respect of First Lien Obligations (as defined in the Intercreditor Agreement), shall promptly execute such other documents, and do such other acts or things deemed appropriate by the Collateral Trustee to deliver to the Collateral Trustee (or a bailee therefor) control with respect to such Collateral; (l) willshall promptly notify the Collateral Trustee in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments each valued in excess of $50,000 and, upon request if requested by the Agent to take similar action in respect of First Lien Obligations (as defined in the Intercreditor Agreement) and subject to the terms of the Secured PartyIntercreditor Agreement, (l) will take all steps reasonably shall promptly execute such other documents, and do such other acts or things necessary to protectdeliver to the Collateral Trustee (or a bailee therefor) possession of such Documents which are negotiable and Instruments, preserve and maintain all of its rights and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the Collateralname of the Collateral Trustee (or a bailee therefor); (m) shall promptly notify the Collateral Trustee in writing upon incurring or otherwise obtaining a Commercial Tort Claim against any third party valued in excess of $100,000, and, if requested by the Agent to take similar action in respect of First Lien Obligations (as defined in the Intercreditor Agreement), shall promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Collateral Trustee, to give the Collateral Trustee a security interest in such Commercial Tort Claim; (n) shall execute and deliver to the Collateral Trustee (or a bailee therefor) such documents and take other action as reasonably requested by the Collateral Trustee to insure the attachment, perfection and second priority (or, after the Discharge of First Priority Claims (as defined in the Intercreditor Agreement), first priority) of, and the ability of the Collateral Trustee to enforce, free and clear of all Liens and claims and rights of third parties whatsoever (except as listed on Schedule VPermitted Liens), will keep the security interests in any and all of the tangible Collateral in including, without limitation, (i) complying with any provision of any statute, regulation or treaty of the United StatesStates as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Collateral Trustee to enforce, the security interests in such Collateral, (ii) obtaining governmental and other third party consents and approvals, including, without limitation, any consent of any licensor, lessor or other Person obligated on the Collateral and (iii) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, (o) shall not change its state of incorporation or organization or Type of Organization and will not change its legal name without providing the Collateral Trustee with at least 15 days’ prior written notice; and (np) will reimburse shall pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the Secured Party for case may be, all expensesmaterial taxes, including reasonable attorney's fees assessments and governmental charges (including time charges of attorneys who are employees of or levies imposed upon the Secured Party), incurred by the Secured Party in seeking to collect Collateral or enforce any rights in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral except where the failure to do so could not be reasonably expected to have a material adverse effect, 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 GAAP with respect thereto have been provided on the books of such Debtor and such proceedings could not reasonably expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein. In addition, each Debtor shall maintain, and cause each of its Subsidiaries to maintain, insurance covering its properties and assets against loss or damage by fire and against such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable insurers, including self-insurance to the extent customary. If requested by the Agent to take similar action in respect of First Lien Obligations (as defined in the Intercreditor Agreement), each Debtor shall deliver to the Collateral Trustee (x) on the Closing Date and annually thereafter an original certificate of insurance signed by such Debtor's Collateral’s independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Collateral Documents, and (y) from time to time upon the prior request of the Collateral Trustee a summary schedule indicating all insurance then in force with respect to such Debtor. Each Debtor shall deliver to the Collateral Trustee copies of such policies of insurance containing special endorsements (to the extent provided to the Agent in the cases of clauses (iii), (iv), (v), (vi), (viii) and (ix)), which shall (i) specify the Collateral Trustee as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Debtor and not that of the Collateral Trustee and (ii) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty (30) days (or ten (10) days in the case of non-payment of premiums) after receipt by the Collateral Trustee of written notice of such cancellation or change. The Company shall notify the Collateral Trustee of receipt of (i) any written notice from the Agent of an “Event of Default” under any of the Loan Documents or a written notice of demand for payment given to any Debtor, and (ii) any written notice sent by the Agent to any Debtor stating such party’s intention to exercise any material enforcement rights or remedies against such Debtor, including written notice pertaining to any foreclosure on all or any material part of the Collateral or other judicial or non-judicial remedy in respect thereof, and any legal process served or filed in connection therewith. Any reasonable expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable DebtorDebtors. Whenever a an Event of Default shall be existing, subject to the Secured Party provisions set forth in the Intercreditor Agreement, the Collateral Trustee shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at shall, if requested by the request Agent to take similar action in respect of First Lien Obligations (as defined in the Secured Party Intercreditor Agreement), do any and all lawful acts and execute any and all proper documents required by the Secured Party Collateral Trustee in aid of such enforcement enforcement, and such Debtor shall promptly, upon written demand, reimburse and indemnify the Secured Party Collateral Trustee for all costs and reasonable out-of-pocket expenses incurred by the Secured Party Collateral Trustee in the exercise of its rights under this Section 6. Notwithstanding the foregoing, subject to Section 10 hereof, the Secured Party Collateral Trustee shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) willat the Agent's request, upon request of the Secured Partyat any time and from time to time, execute and deliver to the Agent such financing statements statements, amendments and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts as the Agent deems necessary in order to establish and things maintain valid, attached and perfected first security interests in the Collateral in favor of the Lender Parties (including, without limitation, delivery to the Secured Party Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party may from time to time reasonably request, to establish free and maintain a valid security interest in the Collateral (free clear of all other liens, Liens and claims and rights of third parties whatsoever, other than whatsoever except Permitted Liens. Each Debtor hereby irrevocably authorizes the Agent at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) to secure indicate the payment Collateral (x) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Liabilities; UCC of the jurisdiction wherein such financing statement or amendment is filed, or (y) as being of an equal or lesser scope or within greater detail, and (ii) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether such Debtor is an organization, the Type of Organization the Organization ID Number issued to such Debtor and (y) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, such Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto, filed by the Agent in any jurisdiction prior to the date of this Agreement, (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules Schedule I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Agent not less than 10 30 days' prior written notice, (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (e) will permit the Secured Party Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Agent during the existence of a Default, deliver to the Secured Party Agent all of such records and papers; (f) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ Section 10.3 of the Credit FacilitiesAgreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured PartyAgent; (i) will take such actions as are reasonably necessary to keep its Inventory Goods in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured PartyAgent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) except as listed on Schedule VVI, will keep all of the tangible Collateral in the United States; and (no) promptly notify the Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon the request of the Agent, will reimburse promptly execute such other documents, and do such other acts or things deemed appropriate by the Secured Party Agent to deliver to the Agent control with respect to such Collateral; (p) promptly notify the Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments and, upon the request of the Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by the Agent to deliver to the Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Agent; (q) with respect to Collateral in the possession of a third party, other than Certificated Securities and Goods covered by a Document, obtain an acknowledgment from the third party that it is holding the Collateral for benefit of the Agent; (r) promptly notify the Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim where the amount in controversy is greater than $1,000,000.00 after the date hereof against any third party, and, upon the request of the Agent, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Agent to give the Agent a security interest in such Commercial Tort Claim (s) further agrees to take other action reasonably requested by the Agent to insure the attachment, perfection and first priority of, and the ability of the Agent to enforce, the security interests in any and all expensesof the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor's signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the security interests in such Collateral, (iii) obtaining governmental and other third party consents and approvals, including reasonable attorney's fees without limitation any consent of any licensor, lessor or other Person Obligated on Collateral, (iv) obtaining waivers from mortgagees and charges landlords in form and substance satisfactory to the Agent, and (including time charges of attorneys who are employees of the Secured Party), incurred v) taking all actions required by the Secured Party UCC in seeking effect from time to collect time or enforce by other law, as applicable in any rights relevant UCC jurisdiction, or by other law as applicable in respect any foreign jurisdiction, (T) not change its state of such Debtor's Collateralincorporation or organization or Type of Organization; and (u) not change its legal name without providing the Agent with at least 30 days' prior written notice. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable DebtorDebtors. Whenever Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, the Secured Party Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all costs and expenses incurred by the Secured Party Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement. To the extent Debtor uses any of the proceeds from the Loans to purchase Collateral, Debtor's repayment of the Loans shall apply on a "first-in-first-out" basis so that the portion of the Loans used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

Agreements of the Debtors. Each Debtor (a) authorizes Administrative Agent to file all financing statements, and amendments thereto, deemed reasonably appropriate by Administrative Agent in connection with the perfection of a security interest in the Collateral (and will pay the cost of filing or recording the same in all public offices deemed reasonably necessary by Administrative Agent), and will, upon request of the Secured PartyAdministrative Agent, execute such financing statements statements, and amendments thereto, and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAdministrative Agent) and do such other acts and things (including, delivery to the Secured Party of any Instruments or Certificated Securities which constitute Collateral)things, all as the Secured Party Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory and other tangible Collateral at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Administrative Agent not less than 10 30 days' prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Administrative Agent or its designees to determine at any reasonable time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (e) will permit the Secured Party Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon reasonable request of the Secured Party Administrative Agent during the existence of a Default, deliver to the Secured Party Administrative Agent all of such records and papers; (f) will, upon reasonable request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Secured PartyAdministrative Agent, of the security interest of the Secured Party Administrative Agent hereunder; (g) except for the sale or lease of Inventory assets permitted by the Credit Agreement, and except for the licensing of such Debtor's Intellectual Property in the ordinary course of its such Debtor's business upon fair and sales reasonable terms which are fully disclosed in writing in advance to the Administrative Agent, and the abandonment of Equipment Intellectual Property which is no longer useful in its the business or which is being replaced by similar Equipmentotherwise not economically desirable, will not sell, lease, license or assign any Collateral or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained in accordance with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, SECTION 4.8 of the Credit Agreement and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as required by SECTION 1.5.3 of the Secured Party may determineCredit Agreement), and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (kj) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods in accordance with the Credit Agreement; (k) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof which is subject to certificate of title statutes; (l) will, will upon request of the Secured PartyAdministrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Administrative Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Intellectual Property after the date hereof which is the subject of a registration or application; (o) except as listed on Schedule VVI, will keep all of the tangible Collateral in the United States; (p) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights, Chattel Paper or Electronic Chattel Paper and, upon the request of Administrative Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Administrative Agent to deliver to Administrative Agent control with respect to such Collateral; (q) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments in excess of $25,000, individually or in excess of $50,000 in the aggregate (other than instruments submitted for collection in the ordinary course of business) and, upon the request of Administrative Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Administrative Agent to deliver to Administrative Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Administrative Agent; (r) with respect to Collateral with a value in excess of $25,000 in the possession of a particular third party, other than Certificated Securities and Goods covered by a Document, will obtain an acknowledgment from such third party that it is holding the Collateral for the benefit of the Administrative Agent; (s) will promptly notify the Administrative Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim in excess of $25,000 individually or Commercial Tort Claims in excess of $50,000 in the aggregate after the date hereof against any third party, and, upon the request of Administrative Agent, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Administrative Agent to give Administrative Agent a security interest in such Commercial Tort Claim or Commercial Tort Claims, as applicable; (t) will not change its state of incorporation or organization or Type of Organization or principal place of business or chief executive office; (v) will not change its legal name without providing Administrative Agent with at least 30 days' prior written notice; and (nw) will reimburse the Secured Party Administrative Agent for all reasonable out-of-pocket expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured PartyAdministrative Agent), incurred by the Secured Party Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any reasonable out-of-pocket expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable DebtorDebtors. Whenever Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, the Secured Party Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Administrative Agent in aid of such enforcement enforcement, and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Administrative Agent for all costs and expenses incurred by the Secured Party Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party Administrative Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) willhereby authorizes the Agent to file (with or without the signature of such Debtor), and will upon request of the Secured PartyAgent execute, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts and things (including, delivery to the Secured Party of any Instruments or Certificated Securities which constitute Collateral)things, all as the Secured Party Agent may from time to time reasonably deem necessary or request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Automobile Inventory at, will not change its state of incorporation / organization and will not maintain any place of business at any location other than, its state of incorporation / organization and address(es) shown on Schedules I and II hereto or in such other jurisdiction or at such other addresses of which such Debtor shall have given the Secured Party Agent not less than 10 thirty (30) days' prior written notice, ; (c) will not change its type of organization from that listed on the financing statements filed on behalf of the Agent or be the subject of any merger or other corporate reorganization unless the applicable Debtor shall have given the Agent not less than thirty (30) days' prior written notice; (d) will keep its records concerning the Non-Tangible Collateral Subject Receivables in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible CollateralSubject Receivables; (de) will furnish the Secured Party Agent such information concerning such Debtor, Debtor and the Collateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (ef) will permit the Secured Party Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other GoodsAutomobile Inventory, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party during the existence of a Default, deliver to the Secured Party all of such records and papersCollateral; (fg) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (gh) except for the sale or lease of Automobile Inventory in the ordinary course of its business and sales for dispositions permitted by Section 9.10 of Equipment which is no longer useful in its business or which is being replaced by similar Equipmentthe Credit Agreement, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (hi) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Automobile Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained required by companies similarly situated, Section 9.3 of the Credit Agreement and cause all such policies covering the Collateral to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured Party; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and conditionAgent; (j) will take such actions as are reasonably necessary to keep its Equipment Automobile Inventory in good repair and condition and in good working order, ordinary wear and tear exceptedcondition; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured Party, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (ml) except as listed on Schedule V, will keep all of the tangible Collateral Automobile Inventory in the United States; and (m) will not change its name without providing thirty (30) days' prior written notice to the Agent; (n) will reimburse the Secured Party for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees if such Debtor has any Commercial Tort Claim against any Manufacturer arising out of the Secured Party)purchase by such Debtor of Automobile Inventory from such Manufacturer, incurred by and the Secured Party amount of such Commercial Tort Claim exceeds $500,000, such Debtor shall provide to the Agent a detailed description of such Commercial Tort Claim and this Agreement shall be amended to include a specific reference (sufficient under Section 9-108 of the UCC) to such Commercial Tort Claim; and (o) acknowledges and agrees that it is not authorized to file any financing statement in seeking favor of the Agent without the prior written consent of the Agent and that it will not do so without the prior written consent of the Agent, subject to collect or enforce any rights in respect of such Debtor's Collateralrights under Section 9-509(d)(2) of the UCC. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party do any and all lawful acts and execute any and all proper documents required by the Secured Party in aid of such enforcement and such each Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all reasonable costs and expenses incurred by the Secured Party Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement, except to the extent caused by the gross negligence or wilful misconduct of the Agent.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured Partyfrom time to time, execute (as applicable) such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyCollateral Agent) and do such other acts and things (including, including delivery to the Secured Party Collateral Agent of any Instruments or Certificated Securities which that constitute Collateral), all as the Secured Party Collateral Agent may from time to time reasonably request, request to establish and maintain a valid and perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, Liens other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all not change its Inventory atstate of organization or incorporation or its name, and will not maintain identity or corporate structure such that any place of business at any location other thanfinancing statement filed to perfect the Collateral Agent’s interests under this Agreement would become seriously misleading, its address(es) shown on Schedules I and II hereto or at such other addresses of which unless such Debtor shall have given the Secured Party Collateral Agent not less than 10 30 days' ’ prior written notice, notice of such change (provided that this Section 6(b) shall not be deemed to authorize any change or transaction prohibited under the Loan Agreement); (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Collateral Agent or its designees to determine at any time the status of the such Non-Tangible Collateral; (d) will furnish the Secured Party Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Collateral Agent may from time to time reasonably request; (e) will permit the Secured Party and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party during the existence of a Default, deliver to the Secured Party all of such records and papers; (f) will, upon request of the Secured PartyCollateral Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Secured PartyCollateral Agent, of indicating the security interest of the Secured Party Collateral Agent hereunder; (gf) except for Permitted Liens and as otherwise permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentLoan Agreement, will not sell, lease, assign or create or permit to exist any Lien on or security interest in any Collateral other than Permitted LiensCollateral; (hg) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound responsible insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained required by companies similarly situatedthe Loan Agreement, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine)Collateral Agent, and copies of such policies or certificates thereof shall, if the Secured Party Collateral Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent and Collateral Agent in accordance with the terms of the Loan Agreement; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (lh) will, upon request of the Secured PartyCollateral Agent, (l1) will take all steps reasonably necessary cause to protectbe noted, preserve and maintain all on the applicable certificate for any of its rights in the Collateral; (m) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; and (n) will reimburse the Secured Party for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured Party), incurred Equipment that is covered by the Secured Party in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party do any and all lawful acts and execute any and all proper documents required by the Secured Party in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party for all costs and expenses incurred by the Secured Party in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party shall have no obligation or liability regarding the Collateral or any thereof by reason certificate of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of from time to time, deliver to the Secured Party, execute Collateral Agent such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyCollateral Agent) and do such other acts and things (including, without limitation, delivery to the Secured Party Collateral Agent of any Instruments or Certificated Securities which constitute Collateral), all as are necessary or as the Secured Party Collateral Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and each Debtor hereby authorizes the Collateral Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction); (b) will keep all its Inventory (other than in-transit Inventory) at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Collateral Agent not less than 10 days' prior written notice, ; (c) will not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Collateral Agent's interests under this Agreement would become seriously misleading, unless such Debtor shall have given the Collateral Agent not less than 30 days' prior notice of such change; (d) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Collateral Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (de) will furnish the Secured Party Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors of such Debtor as the Secured Party Collateral Agent may from time to time reasonably request; (ef) will, upon request of the Collateral Agent, stamp on its records concerning the Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Collateral Agent, of the security interest of the Collateral Agent hereunder; (g) without limiting the provisions of Section 6.04 of the Credit Agreement, will at all times keep all its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Collateral Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Collateral Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Collateral Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in accordance with the terms of the Intercreditor Agreement) and such policies or certificates thereof shall, if the Collateral Agent so requests, be deposited with or furnished to the Collateral Agent; (h) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (i) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working or running order, ordinary wear and tear excepted; (j) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods (as applicable); provided that such Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings; (k) will, promptly upon request of the Collateral Agent, (I) cause the security interest of the Collateral Agent to be noted on each certificate of title covering Equipment specified by the Collateral Agent and (II) deliver all such certificates to the Collateral Agent or its designee; (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) will keep all of such Debtor's Deposit Accounts and Investment Property in the continental United States; (n) will permit the Secured Party Collateral Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon reasonable request of the Secured Party Collateral Agent during the existence of a Default, deliver to the Secured Party Collateral Agent all of such records and papers; (fo) will, upon request of the Secured Party, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured Party, of the security interest of the Secured Party hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ Liens and liens and security interests in favor of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor Collateral Agent; and (B) whenever a Default shall be existing, the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine), and such policies or certificates thereof shall, if the Secured Party so requests, be deposited with or furnished to the Secured Party; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (lp) will, promptly upon request any officer of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the Secured PartyUCC), (l) will take all steps reasonably necessary notify the Collateral Agent in a writing signed by such Debtor of the details of such commercial tort claim and grant to protect, preserve the Collateral Agent in such writing a security interest therein and maintain all of its rights in the Collateral; (m) except as listed on Schedule Vproceeds thereof, will keep all of with such writing to be in form and substance reasonably satisfactory to the tangible Collateral in the United States; and (n) will reimburse the Secured Party for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured Party), incurred by the Secured Party in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable DebtorAgent. Whenever a Default shall be existing, the Secured Party Collateral Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Collateral Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Collateral Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Collateral Agent for all costs Costs and expenses incurred by the Secured Party in the exercise of its rights under this Section 6Expenses. Notwithstanding the foregoing, neither the Secured Collateral Agent nor any other Benefited Party shall have no any obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) authorizes Administrative Agent to file all financing statements, and amendments thereto, deemed reasonably appropriate by Administrative Agent in connection with the perfection of a security interest in the Collateral (and will pay the cost of filing or recording the same in all public offices deemed reasonably necessary by Administrative Agent), and will, upon request of the Secured PartyAdministrative Agent, execute such financing statements statements, and amendments thereto, and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAdministrative Agent) and do such other acts and things (including, delivery to the Secured Party of any Instruments or Certificated Securities which constitute Collateral)things, all as the Secured Party Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory and other tangible Collateral at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Administrative Agent not less than 10 30 days' prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Administrative Agent or its designees to determine at any reasonable time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (e) will permit the Secured Party Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon reasonable request of the Secured Party Administrative Agent during the existence of a Default, deliver to the Secured Party Administrative Agent all of such records and papers; (f) will, upon reasonable request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Secured PartyAdministrative Agent, of the security interest of the Secured Party Administrative Agent hereunder; (g) except for the sale or lease of Inventory assets permitted by the Credit Agreement, and except for the licensing of Debtor's Intellectual Property in the ordinary course of its Debtor's business upon fair and sales reasonable terms which are fully disclosed in writing in advance to the Administrative Agent, and the abandonment of Equipment Intellectual Property which is no longer useful in its the business or which is being replaced by similar Equipmentotherwise not economically desirable, will not sell, lease, license or assign any Collateral or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained in accordance with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, SECTION 4.8 of the Credit Agreement and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as set forth in SECTION 1.5.3 of the Secured Party may determineCredit Agreement), and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (kj) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (k) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof which is subject to certificate of title statutes; (l) will, will upon request of the Secured PartyAdministrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Administrative Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Intellectual Property after the date hereof which is the subject of a registration or application; (o) except as listed on Schedule VVI, will keep all of the tangible Collateral in the United States; (p) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights, Chattel Paper or Electronic Chattel Paper and, upon the request of Administrative Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Administrative Agent to deliver to Administrative Agent control with respect to such Collateral; (q) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments in excess of $50,000, individually or in excess of $100,000 in the aggregate (other than instruments submitted for collection in the ordinary course of business) and, upon the request of Administrative Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Administrative Agent to deliver to Administrative Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Administrative Agent; (r) with respect to Collateral with a value in excess of $25,000 in the possession of a particular third party, other than Certificated Securities and Goods covered by a Document, will obtain an acknowledgment from such third party that it is holding the Collateral for the benefit of the Administrative Agent; (s) will promptly notify the Administrative Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim in excess of $25,000 individually or Commercial Tort Claims in excess of $50,000 in the aggregate after the date hereof against any third party, and, upon the request of Administrative Agent, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Administrative Agent to give Administrative Agent a security interest in such Commercial Tort Claim or Commercial Tort Claims, as applicable; (t) will not change its state of incorporation or organization or Type of Organization or principal place of business or chief executive office; (u) will not change its legal name without providing Administrative Agent with at least 30 days' prior written notice; and (nv) will reimburse the Secured Party Administrative Agent for all reasonable out-of-pocket expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured PartyAdministrative Agent), incurred by the Secured Party Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any reasonable out-of-pocket expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, the Secured Party Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Administrative Agent in aid of such enforcement enforcement, and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Administrative Agent for all costs and expenses incurred by the Secured Party Administrative Agent in the exercise of its rights under this Section SECTION 6. Notwithstanding the foregoing, the Secured Party Administrative Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyAdministrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAdministrative Agent) and do such other acts and things (including, without limitation, delivery to the Secured Party Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and each Debtor hereby authorizes the Administrative Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction); (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules SCHEDULES I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Administrative Agent not less than 10 days' prior written notice, ; (c) will not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Administrative Agent's interests under this Agreement would become seriously misleading, unless such Debtor shall have given the Administrative Agent not less than 30 days' prior notice of such change (provided that this SECTION 6(C) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement); (d) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (de) will furnish the Secured Party Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (ef) will permit the Secured Party Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Administrative Agent during the existence of a Default, deliver to the Secured Party Administrative Agent all of such records and papers; (fg) will, upon request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAdministrative Agent, of the security interest of the Secured Party Administrative Agent hereunder; (gh) except for as permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Administrative Agent; (hi) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Administrative Agent may determine), ) and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent; (ij) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (jk) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kl) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); PROVIDED that such Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings, so long as forfeiture of any substantial part of its Equipment or other Goods will not result from the failure of such Debtor to pay any such fee, tax, assessment or other charge during the period of such contest; (lm) will, upon request of the Secured PartyAdministrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees; (n) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mo) except as listed on Schedule V, will keep all of the tangible Collateral Collateral, Deposit Accounts and Investment Property in the continental United States; (p) will, promptly upon any officer of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC), notify the Administrative Agent in a writing signed by such Debtor of the details of such commercial tort claim and grant to the Administrative Agent in such writing a security interest therein and in the proceeds thereof, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent; and (nq) will reimburse the Secured Party Administrative Agent for all expenses, including reasonable attorney's attorneys' fees and charges (including time charges of attorneys who are employees of the Secured Party)legal expenses, incurred by the Secured Party Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Administrative Agent for all reasonable costs and expenses incurred by the Secured Party Administrative Agent in the exercise of its rights under this Section SECTION 6, except to the extent any of the foregoing result from the gross negligence or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Secured Party Administrative Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor Debtor: (a) will, upon request of the Secured PartyAdministrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAdministrative Agent) and do such other acts and things (including, without limitation, delivery to the Secured Party Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Administrative Agent not less than 10 30 days' prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (e) will permit the Secured Party Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice after the occurrence and during the existence continuance of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Administrative Agent after the occurrence and during the existence continuance of a Default, deliver to the Secured Party Administrative Agent all of such records and papers; (f) will, upon the reasonable request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAdministrative Agent, of the security interest of the Secured Party Administrative Agent hereunder; (g) except for as permitted by Section 8.2 of the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or or, except as permitted by Section 8.1 of the Credit Agreement, permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ Section 7.6 of the Credit FacilitiesAgreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party shall deliver any proceeds in an amount equal to 100% of such insurance which may be received by it to such Debtor and proceeds (Bor other similar recoveries) whenever a Default shall be existing, the Secured Party may apply net of any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine), collection expenses and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent; (i) will amend and maintain each liability insurance policy insuring such Debtor, its Inventory or other goods so that each such insurance policy names the Administrative Agent as an additional insured; (j) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (jk) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete, worn out or surplus equipment) in good repair and condition and in good working order, ordinary wear and tear excepted; (kl) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable) other than any such items being contested by appropriate proceedings if such Debtor maintains adequate reserves therefor; (lm) will, upon request of the Secured PartyAdministrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Administrative Agent or its designees; (n) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule V, will keep including, without limitation, delivery of all of Chattel Paper and Instruments to the tangible Collateral in Administrative Agent upon request by the United StatesAdministrative Agent therefor; and (no) will reimburse the Secured Party Administrative Agent for all reasonable expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured Party)without limitation Attorney Costs, incurred by the Secured Party Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Without limiting clause (a) of the immediately preceding paragraph, each Debtor shall, contemporaneously herewith, execute and deliver to the Administrative Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibits A, B and C hereto. Any loss benefits ("Benefits") under any insurance policy maintained by a Debtor shall be held as additional Collateral hereunder and: (A) so long as no Default shall have occurred and be continuing and any Loan is outstanding, the Administrative Agent, upon the Company's instruction, shall (i) release to the Company the amount of such Benefits to the extent that (x) such Benefits are less than $500,000 in any fiscal year of the Company or (y) the Company has submitted a written request to use such Benefits for the financing of the replacement, substitution or restoration of the assets sustaining the casualty loss giving rise to such Benefits and (ii) apply in all other circumstances any Benefits not released toward payment of the Liabilities as provided in Section 2.8 of the Credit Agreement and/or toward reduction of the Commitments as provided in Section 2.6 of the Credit Agreement; (B) so long as no Default shall have occurred and be continuing, and no Loan is outstanding, the Administrative Agent shall release such Benefits to the Company; and (C) whenever a Default shall have occurred and be continuing, the Administrative Agent shall apply the Benefits toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine. Any reasonable expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall have occurred and be existingcontinuing, the Secured Party Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Administrative Agent do any and all lawful acts and execute any and all proper documents reasonably required by the Secured Party Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Administrative Agent for all reasonable costs and expenses incurred by the Secured Party Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party Administrative Agent shall have no obligation or liability regarding the Collateral or any part thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyAgent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts and things (including, delivery to the Secured Party Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Agent not less than 10 days' prior written notice, (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (e) will permit the Secured Party Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, on reasonable notice and at reasonable times during normal business hours (or at any time without notice during the existence of a Default), and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon written request of the Secured Party Agent during the existence of a Default, deliver to the Secured Party Agent all of such records and papers; (f) will, upon written request of the Secured PartyAgent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ Section 10.3 of the Credit FacilitiesAgreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party as its interest may appear Agent (it being understood that (A) so long as no Default shall be existing, the Secured Party Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured PartyAgent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon written request of the Secured PartyAgent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; (o) shall perform materially all covenants, stipulations, agreements and obligations under any Assigned Agreement; and (np) will reimburse the Secured Party Agent for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured PartyAgent), incurred by the Secured Party Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party do any and all lawful acts and execute any and all proper documents required by the Secured Party in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party for all costs and expenses incurred by the Secured Party in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyAgent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts and things (including, without limitation, delivery to the Secured Party Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules SCHEDULES I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Agent not less than 10 days' prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party such information concerning such Debtorxxxx xxxxxxx xxx Xxxxx xxxx xxxxxxxxxxx xxxxxxxxxx xxxx Xxxxxx, the Collateral xxx Xollateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (e) will permit the Secured Party Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Agent during the existence of a Default, deliver to the Secured Party Agent all of such records and papers; (f) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (g) except for as permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Agent; (h) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), ) and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured PartyAgent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (j) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); provided, however, that such Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings, so long as forfeiture of any substantial part of its Equipment or other Goods will not result from the failure of such Debtor to pay any such fee, tax, assessment or other charge during the period of such contest; (l) will, upon request of the Secured PartyAgent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) except as listed on Schedule V, will keep all of the tangible Collateral in the continental United States; and (no) will reimburse the Secured Party Agent for all expenses, including reasonable attorney's attorneys' fees and charges (including time charges of attorneys who are employees of the Secured Party)legal expenses, incurred by the Secured Party Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all reasonable costs and expenses incurred by the Secured Party Agent in the exercise of its rights under this Section SECTION 6, except to the extent any of the foregoing result from the gross negligence or willful misconduct of the Agent. Notwithstanding the foregoing, the Secured Party Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyAdministrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAdministrative Agent) and do such other acts and things (including, delivery to the Secured Party of any Instruments or Certificated Securities which constitute Collateral)things, all as the Secured Party Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and each Debtor hereby authorizes the Administrative Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction; (b) after the occurrence and during the continuance of any Default, will keep execute and file such assignment of claims forms under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof, as may be necessary or desirable, or as the Administrative Agent may from time to time request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby (free of all its Inventory atother liens, claims and will not maintain any place rights of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party not less than 10 days' prior written noticethird parties whatsoever), (c) will keep keep, at its address shown on SCHEDULE I hereto, its records concerning the Non-Tangible Collateral in Collateral, which records will be of such a manner character as will enable the Secured Party Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral, and no Debtor will, unless the Administrative Agent shall otherwise consent in writing, duplicate any such records at any other address; (d) will furnish the Secured Party Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (e) will permit the Secured Party Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Administrative Agent during the existence of a Default, deliver to the Secured Party Administrative Agent all of such records and papers; (f) will, upon request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAdministrative Agent, of the security interest of the Secured Party Administrative Agent hereunder; (g) except for will not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the sale Administrative Agent's interest under this Agreement would become seriously misleading, unless the Debtor shall have given the Administrative Agent not less than 10 days' prior notice of such change (provided that this SECTION 6(g) shall not be deemed to authorize any change or lease of Inventory in transaction prohibited under the ordinary course of its business Credit Agreement) and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, (h) will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ liens and security interests in favor of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine), and such policies or certificates thereof shall, if the Secured Party so requests, be deposited with or furnished to the Secured Party; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured Party, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; and (n) will reimburse the Secured Party for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured Party), incurred by the Secured Party in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party do any and all lawful acts and execute any and all proper documents required by the Secured Party in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party for all costs and expenses incurred by the Secured Party in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this AgreementAdministrative Agent.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured Partyfrom time to time, execute (as applicable) such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyCollateral Agent) and do such other acts and things (including, including delivery to the Secured Party Collateral Agent of any Instruments or Certificated Securities which that constitute Collateral), all as the Secured Party Collateral Agent may from time to time reasonably request, request to establish and maintain a valid and perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, Liens other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all not change its Inventory atstate of organization or incorporation or its name, and will not maintain identity or corporate structure such that any place of business at any location other thanfinancing statement filed to perfect the Collateral Agent’s interests under this Agreement would become seriously misleading, its address(es) shown on Schedules I and II hereto or at such other addresses of which unless such Debtor shall have given the Secured Party Collateral Agent not less than 10 30 days' ’ prior written notice, notice of such change (or such shorter period of time as the Collateral Agent may agree in its sole discretion) (provided that this Section 6(b) shall not be deemed to authorize any change or transaction prohibited under the Loan Agreement); (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Collateral Agent or its designees to determine at any time the status of the such Non-Tangible Collateral; (d) will furnish the Secured Party Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Collateral Agent may from time to time reasonably request; (e) will permit the Secured Party and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, promptly upon request of the Secured Party during the existence of a Default, deliver to the Secured Party all of such records and papers; (f) will, upon request of the Secured PartyCollateral Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Secured PartyCollateral Agent, of indicating the security interest of the Secured Party Collateral Agent hereunder; (gf) except for Permitted Liens and as otherwise permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentLoan Agreement, will not sell, lease, assign or create or permit to exist any Lien on or security interest in any Collateral other than Permitted LiensCollateral; (hg) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound responsible insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained required by companies similarly situatedthe Loan Agreement, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine)Collateral Agent, and such policies or certificates thereof shall, if the Secured Party Collateral Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent and Collateral Agent in accordance with the terms of the Loan Agreement; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (lh) will, promptly upon request of the Secured PartyCollateral Agent, (l1) cause to be noted, on the applicable certificate for any of its Equipment that is covered by a certificate of title, the security interest of the Collateral Agent in such Equipment and (2) deliver all such certificates to the Collateral Agent or its designees; (i) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mj) except as listed will not keep any of its property or maintain any place of business at any location other than its addresses shown on Schedule VII or such other locations as may be specified by such Debtor upon not less than 15 days’ prior written notice to the Collateral Agent (or such shorter period of time as the Collateral Agent may agree in its sole discretion), provided that if requested by the Collateral Agent with respect to such property, the Collateral Agent (1) has a mortgage lien on such property (if such property is owned by a Debtor) or (2) has received a landlord waiver reasonably satisfactory to the Collateral Agent with respect to such property (if such property is leased by a Debtor); (k) will keep all not maintain any place of the tangible Collateral business at any location other than in the United States; (l) will, promptly upon any Responsible Officer of such Debtor obtaining knowledge that such Debtor has acquired a Commercial Tort Claim, notify the Collateral Agent in a writing signed by such Debtor of the details thereof and grant to the Collateral Agent in such writing a security interest therein and in the proceeds thereof, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent; (m) will, promptly upon any Responsible Officer of such Debtor obtaining knowledge that such Debtor has acquired any Instruments or Chattel Paper, deliver to the Collateral Agent such Instruments or Chattel Paper (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank); (n) will reimburse will, if requested by the Secured Party Collateral Agent, promptly take all steps necessary to grant the Collateral Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act; and (o) will, if requested by the Collateral Agent, promptly instruct all issuers and nominated persons under any Letter of Credit Rights in which any Debtor is the beneficiary or assignee to make all payments under such letters of credit to the Collateral Agent. With respect to any Intellectual Property Collateral, (a) each Debtor shall notify Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any patent, trademark, or copyright (now or hereafter existing) may become abandoned or dedicated, 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) regarding any Debtor’s ownership of any patent, trademark, or copyright, its right to register the same, or its right to keep and maintain the same, (b) in no event shall any Debtor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any patent, trademark, or copyright with the United States Patent and Trademark Office, the United States Copyright Office, or any similar office or agency without giving Collateral Agent prior written notice thereof, and such Debtor shall execute and deliver Intellectual Property Security Agreements in substantially the form of Exhibits B-1, B-2, or B-3, as applicable, as Collateral Agent may request to evidence the Collateral Agent’s Lien on such patent, trademark, or copyright, and the General Intangibles of such Debtor relating thereto or represented thereby, (c) each Debtor shall take all expensesactions necessary or requested by Collateral Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the patents, trademarks, and copyrights (now or hereafter existing), including reasonable attorney's fees the filing of applications for renewal, affidavits of use, affidavits of non-contestability and charges opposition, and interference and cancellation proceedings, and (including time charges of attorneys who are employees d) in the event that any of the Secured Party)patent, incurred trademark or copyright Collateral is infringed upon, misappropriated, or diluted by a third party, the Secured Party applicable Debtor shall, unless such Debtor shall reasonably determine that such patent, trademark or copyright Collateral is in seeking no way material to collect the conduct of its business or enforce operations, promptly xxx for infringement, misappropriation, or dilution and to recover any rights in respect and all damages for such infringement, misappropriation, or dilution, and shall take such other actions as Collateral Agent shall deem appropriate under the circumstances to protect such patent, trademark, or copyright Collateral. Each Debtor hereby authorizes the Collateral Agent to file (without the signature of such Debtor's Collateral) any financing statement, continuation statement or amendment to financing statement in any jurisdiction and with any filing office as the Collateral Agent may determine, in its sole discretion, is necessary or advisable to perfect the security interests granted to the Collateral Agent hereunder. Any such financing statement or amendment may describe the Collateral in the same manner as described in this Agreement or any other agreement entered into by the parties in connection herewith, or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral, including describing such property as “all assets” or “all personal property”, whether now owned or hereafter acquired. All reasonable expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existingexists, the Secured Party Collateral Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Collateral Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Collateral Agent in aid of such enforcement enforcement, and such Debtor shall (subject only to any limitation set forth in any Guaranty issued by any Debtor) promptly, upon demand, reimburse and indemnify the Secured Party Collateral Agent for all reasonable costs and expenses incurred by the Secured Party Collateral Agent (i) in the exercise of its rights under this Section 66 or any other any right or remedy granted to it hereunder, (ii) in respect of any claim and the prosecution or defense thereof arising out of or in any way connected with this Agreement, and (iii) in respect of the collection or enforcement of the Liabilities, except to the extent any of the foregoing are found by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of the Collateral Agent. Notwithstanding the foregoingforegoing or any other provision of this Agreement, the Secured Party shall have no Collateral Agent does not assume any obligation of any Debtor under any contract or liability regarding other document included in the Collateral or any thereof by reason of, or arising out of, this Agreement or any security interest granted hereunder. Each Debtor (other than the Borrower) acknowledges and agrees that the obligations undertaken by it under this Agreement involve the provision of collateral security for the obligations of Persons other than such Debtor and that each Debtor’s provision of collateral security for the Liabilities are absolute, irrevocable and unconditional under any and all circumstances. In full recognition and furtherance of the foregoing, each Debtor understands and agrees that, to the fullest extent permitted under applicable laws and except as may otherwise be expressly and specifically provided in the Loan Documents, each Debtor shall remain obligated hereunder (including with respect to the collateral security provided by each Debtor herein) and the enforceability and effectiveness of this Agreement and the liability of each Debtor, and the rights, remedies, powers and privileges of the Collateral Agent and the other Lender Parties under this Agreement and the other Loan Documents shall not be affected, limited, reduced, discharged or terminated in any way, regardless of whether any reservation of rights against any Debtor is made, or any notice to, or further assent by, any Debtor is obtained, prior to or upon occurrence of any of the following: (A) the liability of any other Person upon or for any part of the Liabilities or any collateral security therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance in respect thereof granted by, the Collateral Agent or any other Lender Party; (B) the Loan Agreement, the other Loan Documents, and any other documents executed and delivered in connection therewith may be amended, modified, supplemented, restated or replaced, in whole or in part, as the Collateral Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time; (C) any Debtor or any other Person liable for the Liabilities may from time to time accept or enter into new or additional agreements, security documents, guarantees or other instruments in addition to, in exchange for or relative to, any Loan Document, all or any part of the Liabilities or any Collateral now or in the future serving as security for the Liabilities; (D) any collateral security or right of offset at any time held by the Collateral Agent or any other Lender Party for the payment of the Liabilities may be sold, exchanged, waived, surrendered or released; and (E) any other event (other than the indefeasible payment in full of the Liabilities) shall occur which constitutes a defense or release of sureties generally. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Debtor, the Collateral Agent may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against any Debtor or any other Person or against any collateral security for the Liabilities or any right of offset with respect thereto, and any failure by the Collateral Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from any Debtor, or any other Person or to realize upon any such collateral security or to exercise any such right of offset, or any release of any Debtor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Debtor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any other Lender Party against any Debtor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings. Neither the Collateral Agent nor any other Lender Party shall have any obligation to protect, secure, perfect, or insure any Lien at any time held by it as security for the Liabilities or any property subject thereto.

Agreements of the Debtors. (a) Each Debtor (ai) will, upon request of the Secured PartyAdministrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAdministrative Agent) and do such other acts and things (including, without limitation, delivery to the Secured Party Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Administrative Agent may from time to time reasonably request, to establish and maintain a valid and perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities, to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Debtor and to provide evidence that the Administrative Agent may deem reasonably necessary that all such action has been taken; (bii) hereby authorizes the Administrative Agent to file financing statements describing the collateral as “all property” or words of similar import, and to file other documents without its signature (to the extent allowed by applicable laws); (iii) shall not change its state of organization or its name, identity or organizational structure such that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading, unless such Debtor shall have given the Administrative Agent not less than 30 days’ prior written notice of such change (provided that this Section 7(a)(iii) shall not be deemed to authorize any change or transaction prohibited under the Amended and Restated Credit Agreement); (iv) will keep all its Inventory Collateral (other than Non-Tangible Collateral) at, and will not maintain any place of business or locate any such Collateral at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Administrative Agent not less than 10 30 days' ’ prior written notice, ; (cv) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (dvi) will furnish the Secured Party Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (evii) will permit the Secured Party Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods’s Collateral, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Administrative Agent during the existence of a Default, deliver to the Secured Party Administrative Agent all of such records and papers; (fviii) will, upon request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAdministrative Agent, of the security interest of the Secured Party Administrative Agent hereunder; (gix) except for as permitted by the sale or lease of Inventory in the ordinary course of its business Amended and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentRestated Credit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Administrative Agent; (hx) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory Collateral insured as provided in the Amended and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situatedRestated Credit Agreement, and cause all such policies covering such Collateral to provide that loss thereunder shall be payable to the Secured Party Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine), and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent; (ixi) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted and in producing such Inventory, shall comply with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act; (jxii) will take such actions as are reasonably necessary to keep its Equipment and other Goods used by such Debtor in its business in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kxiii) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance maintenance, transfer or use of its Equipment Collateral (except tax contests permitted by the Amended and other GoodsRestated Credit Agreement); (lxiv) will, upon written request of the Secured PartyAdministrative Agent, (lA) cause to be noted on the applicable certificate, in the event any of its Collateral is covered by a certificate of title, the security interest of the Administrative Agent in the Collateral covered thereby, and (B) deliver all such certificates to the Administrative Agent or its designees; (xv) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mxvi) except as listed on Schedule V, will keep all of the tangible Collateral Collateral, Deposit Accounts and Investment Property at the places specified in Section 3, or upon 30 days’ prior written notice to the Administrative Agent, at such other places designated in such notice, provided that any such specified place shall be within the United States; and (nxvii) will reimburse the Secured Party Administrative Agent for all expenses, including reasonable attorney's attorneys’ fees and charges (including time charges of attorneys who are employees of the Secured Party)legal expenses, incurred by the Secured Party Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's ’s Collateral. Any expenses incurred in protecting; and (xviii) will cause each insurance policy maintained by such Debtor with respect to the Collateral to (i) name such Debtor and the Administrative Agent as insured parties thereunder (without any representation or warranty by or obligation upon the Administrative Agent) as their interests may appear, preserving or maintaining (ii) contain the agreement by the insurer that any Collateral loss thereunder shall be borne payable to the Administrative Agent notwithstanding any action, inaction or breach of representation or warranty by such Debtor, (iii) provide that there shall be no recourse against the Administrative Agent for payment of premiums or other amounts with respect thereto and (iv) provide that at least 10 days’ prior written notice of cancellation or of lapse shall be given to the Administrative Agent by the applicable Debtor. Whenever a Default shall be existing, the Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party do any and all lawful acts and execute any and all proper documents required by the Secured Party in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party for all costs and expenses incurred by the Secured Party in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreementinsurer.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyCollateral Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyCollateral Agent) and do such other acts and things (including, delivery to the Secured Party of any Instruments or Certificated Securities which constitute Collateral)things, all as may be necessary or the Secured Party Collateral Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and each Debtor hereby authorizes the Collateral Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction); (b) will keep all not change its Inventory atstate of organization or incorporation or its name, and will not maintain identity or corporate structure such that any place of business at any location other thanfinancing statement filed to perfect the Collateral Agent's interests under this Agreement would become seriously misleading, its address(es) shown on Schedules I and II hereto or at such other addresses of which unless such Debtor shall have given the Secured Party Collateral Agent not less than 10 30 days' prior written notice, notice of such change (provided that this Section 5(c) shall not be deemed to authorize any change or transaction prohibited under any Secured Instrument); (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Collateral Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Collateral Agent may from time to time reasonably request; (e) will permit the Secured Party and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party during the existence of a Default, deliver to the Secured Party all of such records and papers; (f) will, upon request of the Secured Party, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured Party, of the security interest of the Secured Party hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine), and such policies or certificates thereof shall, if the Secured Party so requests, be deposited with or furnished to the Secured Party; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured Party, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; and (n) will reimburse the Secured Party for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured Party), incurred by the Secured Party in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party do any and all lawful acts and execute any and all proper documents required by the Secured Party in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party for all costs and expenses incurred by the Secured Party in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.reasonably

Agreements of the Debtors. Each Debtor (a) willat the Administrative Agent's request, upon request of at any time and from time to time, shall execute and deliver to the Secured Party, execute Administrative Agent such financing statements statements, amendments and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured Party) and do such other acts and things (including, delivery to the Secured Party of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party may from time to time Administrative Agent reasonably request, deems necessary in order to establish and maintain a valid valid, attached and perfected first security interest interests in the Collateral (in favor of the Lenders, free and clear of all other liens, Liens and claims and rights of third parties whatsoeverwhatsoever except Permitted Liens and each Debtor hereby irrevocably authorizes the Administrative Agent at any time, other than Permitted Liensand from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) to secure indicate the payment Collateral (y) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the LiabilitiesUCC of the jurisdiction wherein such financing statement or amendment is filed, or (z) as being of an equal or lesser scope or within greater detail, and (ii) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (y) whether such Debtor is an organization, the Type of Organization, the Organization ID Number issued to such Debtor and (z) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, such Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto, filed by the Administrative Agent in any jurisdiction prior to the date of this Agreement; (b) will keep all its Inventory atand other tangible Collateral at (i) its address(es) shown on Schedules I and II hereto, (ii) such other addresses of which such Debtor shall have given the Administrative Agent not less than 10 days' prior written notice, (iii) the premises of its customers in the ordinary course of business, (iv) third party locations with respect to which an acknowledgement contemplated in Section 6(r) has been provided, and (v) any other third party location in the ordinary course of business provided that the Value of such Inventory and other tangible Collateral does not exceed $100,000 in the aggregate at such location or $500,000 in the aggregate for all such locations, and will not maintain any place of business at any location other than, than (x) its address(es) shown on Schedules I and II hereto or at hereto, and (ii) such other addresses of which such Debtor shall have given the Secured Party Administrative Agent not less than 10 days' prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Administrative Agent or its designees to determine at any reasonable time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (e) will permit the Secured Party Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon reasonable request of the Secured Party Administrative Agent during the existence of a Default, deliver to the Secured Party Administrative Agent all of such records and papers; (f) will promptly and, in any event within five Business Days) notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral consisting of Chattel Paper and will, upon reasonable request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Secured PartyAdministrative Agent, of the security interest of the Secured Party Administrative Agent hereunder; (g) except for the sale or lease of Inventory assets permitted by the Credit Agreement, and except for the licensing of such Debtor's Intellectual Property in the ordinary course of its such Debtor's business upon fair and sales reasonable terms which are fully disclosed in writing in advance to the Administrative Agent, and the abandonment of Equipment Intellectual Property which is no longer useful in its the business or which is being replaced by similar Equipmentotherwise not economically desirable, will not sell, lease, license or assign any Collateral or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained in accordance with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, Section 4.8 of the Credit Agreement and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as required by Section 1.5.3 of the Secured Party may determineCredit Agreement), and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent; (i) will take such actions as are reasonably necessary to keep its Inventory Equipment and other Goods useful and necessary in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment business in good repair and condition and in good working order, ordinary wear and tear excepted; (kj) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods in accordance with the Credit Agreement; (k) will promptly (and, in any event, within five Business Days) notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof which is subject to certificate of title statutes; (l) will, will upon request of the Secured PartyAdministrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Administrative Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) will promptly (and, in any event, within five Business Days) notify Administrative Agent in writing upon acquiring or otherwise obtaining any Intellectual Property after the date hereof which is the subject of a registration or application; (o) except as listed on Schedule VVI, will keep all of the tangible Collateral in the United States; (p) will promptly (and, in any event, within five Business Days) notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts (with respect to which Debtor is required to deliver a Deposit Account Control Agreement pursuant to the Credit Agreement), Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon the request of Administrative Agent, will promptly execute (and cause third parties to execute) such other documents, and do such other acts or things deemed appropriate by Administrative Agent to deliver to Administrative Agent Control with respect to such Collateral; (q) will promptly (and, in any event, within five Business Days) notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments in excess of $50,000, individually or in excess of $100,000 in the aggregate (other than instruments submitted for collection in the ordinary course of business) and, upon the request of Administrative Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Administrative Agent to deliver to Administrative Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Administrative Agent; (r) with respect to Collateral in the possession of a particular third party, will obtain an acknowledgment from such third party that it is holding the Collateral for the benefit of the Administrative Agent, other than (i) Collateral with customers of such Debtor in the ordinary course of business, (ii) tangible Collateral located with a bailee, warehouseman or other third party in the ordinary course of business and having an aggregate Value of $100,000 or less, provided, that the aggregate Value of all such tangible Collateral located with all such bailees, warehousemen or other third parties that have not executed an acknowledgement is less than $500,000, (iii) Certificated Securities, and (niv) Goods covered by a Document; (s) will promptly (and, in any event, within five Business Days) notify the Administrative Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim in excess of $25,000 individually or Commercial Tort Claims in excess of $50,000 in the aggregate after the date hereof against any third party, and, upon the request of Administrative Agent, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Administrative Agent to give Administrative Agent a security interest in such Commercial Tort Claim or Commercial Tort Claims, as applicable; (t) will not change its state of incorporation or organization or Type of Organization or principal place of business or chief executive office without giving the Administrative Agent thirty (30) days prior written notice thereof; (u) will not change its legal name without providing Administrative Agent with at least 30 days prior written notice; (v) will reimburse the Secured Party Administrative Agent for all reasonable out-of-pocket expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured PartyAdministrative Agent), incurred by the Secured Party Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral; and (w) further agrees to take other action reasonably requested by the Administrative Agent to insure the attachment, perfection and first priority of (subject to Permitted Liens), and the ability of the Administrative Agent to enforce, the security interests in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor's signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of (subject to Permitted Liens), or ability of the Administrative Agent to enforce, the security interests in such Collateral, (iii) obtaining governmental and other third-party consents and approvals, including without limitation, any consent of any licensor, lessor or other Person obligated on Collateral, other than (a) with respect to Collateral located with a customer of such Debtor in the ordinary course of business and (b) with respect to tangible Collateral located with bailee, warehouseman or other third party in the ordinary course of business having an aggregate Value of $100,000 or less, provided, that the aggregate Value of all such tangible Collateral located with all such bailees, warehousemen and other third parties is less than or equal to $500,000, (iv) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent other than with respect to Borrower's leased premises set forth on Schedule II (other than the World Trade Center Chicago, 000 Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx), and (v) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Any reasonable out-of-pocket expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable DebtorDebtors. Whenever Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, the Secured Party Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Administrative Agent in aid of such enforcement enforcement, and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Administrative Agent for all costs and expenses incurred by the Secured Party Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party Administrative Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each [Each][The] Debtor (a) will, upon request of the Secured PartyAdministrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAdministrative Agent) and do such other acts and things (including, including delivery to the Secured Party Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and [each][the] Debtor hereby authorizes the Administrative Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction); (b) will keep all its Inventory atInventory, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given in the Secured Party not less than 10 days' prior written notice, United States; (c) will give the Administrative Agent prompt notice (in any event within 30 days) of any change its state of organization or incorporation or its name, identity or corporate structure to the extent that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading as a result of such change (provided that this Section 6(c) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement); (d) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (de) will furnish the Secured Party Administrative Agent such information concerning such [such][the] Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (ef) will will, subject to the terms of the Credit Agreement, permit the Secured Party Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a an Event of Default) to inspect such [such][the] Debtor's ’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such [such][the] Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Administrative Agent during the existence of a an Event of Default, deliver to the Secured Party Administrative Agent all of such records and papers; (fg) will, upon request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAdministrative Agent, of the security interest of the Secured Party Administrative Agent hereunder; (gh) except for as permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Administrative Agent; (hi) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Secured Party Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such [such][the] Debtor and (B) whenever a an Event of Default shall be existing, the Secured Party Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Administrative Agent may determine), ) and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent; (ij) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (jk) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kl) will promptly pay when due all license fees, registration fees, taxes, assessments prior to delinquency material taxes and other governmental charges which may be levied upon against it or assessed against the ownership, operation, possession, maintenance or use any of its Equipment property, as well as claims of any kind which, if unpaid, might become a Lien on any of its property, other than Liens permitted by Section 10.8 of the Credit Agreement; provided that the foregoing shall not require the Parent or any Subsidiary to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and other Goodsshall set aside on its books adequate reserves with respect thereto in accordance with GAAP; (lm) will, upon reasonable request of the Secured PartyAdministrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees; (n) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mo) except as listed on Schedule V, will keep all of the tangible Collateral in the continental United States; and (np) will reimburse will, promptly upon any Responsible Officer of [such][the] Debtor obtaining knowledge that [such][the] Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the Secured Party for all expensesUCC) in excess of $500,000, immediately notify the Administrative Agent in a writing signed by [such][the] Debtor of the details thereof and grant to the Administrative Agent in such writing a security interest therein and in the proceeds thereof, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. [Each][The] Debtor hereby authorizes the filing of any financing statement, continuation statement, and amendment to financing statement in any jurisdiction and with any filing office as the Administrative Agent may determine, in its sole discretion, is necessary or advisable to perfect the security interest granted to the Administrative Agent hereunder or in connection herewith. Any such financing statement or amendment may describe the Collateral in the same manner as described in any security agreement or pledge agreement entered into by the parties in connection herewith, or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of its security interest in the Collateral, including reasonable attorney's fees and charges describing such property as “all assets (including time charges of attorneys who are employees of the Secured Partyor all personal property), incurred by the Secured Party in seeking to collect whether now owned or enforce any rights in respect hereafter acquired” or words of such Debtor's Collateralsimilar meaning. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable [applicable] Debtor. Whenever a an Event of Default shall be existing, the Secured Party Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable [applicable] Debtor shall at the request of the Secured Party Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Administrative Agent in aid of such enforcement and such [such][the] Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Administrative Agent for all reasonable costs and expenses incurred by the Secured Party Administrative Agent in the exercise of its rights under this Section 6, except to the extent any of the foregoing result from the gross negligence, bad faith or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Secured Party Administrative Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement. This Agreement may be enforced only by the action of the Administrative Agent and no other Lender Party shall have any right individually to enforce or seek to enforce this Agreement. This Agreement may not be enforced against any director, officer, employee, or stockholder of the undersigned.

Agreements of the Debtors. Each Debtor (a) will, upon request of ------------------------- the Secured PartyAgent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts and things (including, without limitation, delivery to the Secured Party Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at ----------- -- such other addresses of which such Debtor shall have given the Secured Party Agent not less than 10 days' prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (e) will permit the Secured Party Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Agent during the existence of a Default, deliver to the Secured Party Agent all of such records and papers; (f) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentEquipment or as otherwise permitted by the Credit Agreement, the Term Loan Agreement and any Permitted Senior Secured Debt Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Agent for the benefit of the Benefited Parties; (h) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), ) and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured PartyAgent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (j) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); provided, however, that such Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings, so long as forfeiture of any substantial part of its Equipment or other Goods will not result from the failure of such Debtor to pay any such fee, tax, assessment or other charge during the period of such contest; (l) will, upon request of the Secured PartyAgent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) except as listed on Schedule V, will keep all of the tangible Collateral in the continental United States; and (no) will reimburse the Secured Party Agent for all expenses, including reasonable attorney's attorneys' fees and charges (including time charges of attorneys who are employees of the Secured Party)legal expenses, incurred by the Secured Party Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all reasonable costs and expenses incurred by the Secured Party Agent in the exercise of its rights under this Section 6, except to the extent any of the foregoing --------- result from the gross negligence or willful misconduct of the Agent. Notwithstanding the foregoing, the Secured Party Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyCollateral Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyCollateral Agent) and do such other acts and things (including, including without limitation delivery to the Secured Party Collateral Agent of any Instruments or Certificated Securities which constitute CollateralCollateral with any endorsements thereon or accompanying stock powers as the Collateral Agent may request), all as the Secured Party Collateral Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesSenior Obligations; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Collateral Agent not less than 10 30 days' prior written notice, ; (c) will keep keep, at its addresses shown on Schedules I and II hereto, its records concerning the Non-Tangible Collateral in Collateral, which records will be of such a manner character as will enable the Secured Party Collateral Agent or its designees to determine at any time the status of the Non-Tangible Collateral, and no Debtor will, unless the Collateral Agent shall otherwise consent in writing, duplicate any such records at any other address; (d) will furnish the Secured Party Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Collateral Agent may from time to time reasonably request; (e) will permit the Secured Party Collateral Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor or its agents pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Collateral Agent during the existence of a Default, deliver to the Secured Party Collateral Agent all of such records and papers; (f) will, upon request of the Secured PartyCollateral Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyCollateral Agent, of the security interest of the Secured Party Collateral Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipmentbusiness, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted Liens; (h) without limiting the provisions Liens and liens and security interests in favor of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine), and such policies or certificates thereof shall, if the Secured Party so requests, be deposited with or furnished to the Secured Party; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured Party, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; and (n) will reimburse the Secured Party for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured Party), incurred by the Secured Party in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party do any and all lawful acts and execute any and all proper documents required by the Secured Party in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party for all costs and expenses incurred by the Secured Party in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.the

Agreements of the Debtors. Each Debtor Debtor: (a) will, upon request of the Secured PartyCollateral Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyCollateral Agent) and do such other acts and things (including, delivery to the Secured Party of any Instruments or Certificated Securities which constitute Collateral)things, all as the Secured Party Collateral Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liensLiens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) addresses shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Collateral Agent not less than 10 five business days' prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Secured Party Collateral Agent such information concerning such Debtor, Debtor and the Collateral and the Account Debtors as the Secured Party Collateral Agent may from time to time reasonably request; (ed) will permit the Secured Party Collateral Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice after the occurrence and during the existence continuance of a Default) to inspect such Debtor's Inventory and other GoodsInventory, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account DebtorsCollateral, and will, upon request of the Secured Party Collateral Agent after the occurrence and during the existence continuance of a Default, deliver to the Secured Party Collateral Agent all of such records and papers; (f) will, upon request of the Secured Party, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured Party, of the security interest of the Secured Party hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (he) without limiting the provisions of ___________ Section 5.3 of the Credit FacilitiesAgreement and Section 5.3 of the Term Loan Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Collateral Agent as its interest may appear in an amount equal to 100% of such insurance proceeds (it being understood that or other similar recoveries) net of any collection expenses (A) provided that, so long as no Default shall be existingexists, the Secured Party shall deliver any such proceeds of such insurance which may be received by it paid directly to such Debtor and (Bthe applicable Debtor) whenever a Default shall be existing, the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine), and such policies or certificates thereof shall, if the Secured Party Collateral Agent so requests, be deposited with or furnished to the Secured Party; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured Party, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule V, will keep all of the tangible Collateral in the United StatesAgent; and (nf) will reimburse the Secured Party Collateral Agent for all reasonable expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured Party)counsel, incurred by the Secured Party Collateral Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by Notwithstanding the applicable Debtor. Whenever a Default shall be existing, the Secured Party shall have the right to bring suit to enforce any or all foregoing provisions of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party do any and all lawful acts and execute any and all proper documents required by the Secured Party in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party for all costs and expenses incurred by the Secured Party in the exercise of its rights under this Section 6. Notwithstanding 4 or any other provision of this Agreement, TMG U.K. Delaware may keep Inventory at locations in Europe not listed on the foregoing, the Secured Party Schedules hereto and shall have no obligation or liability regarding to perfect the Collateral or any thereof by reason of, or arising out of, this AgreementAgent's interest in such Inventory.

Agreements of the Debtors. Each [Each][The] Debtor (a) will, upon request of the Secured PartyAdministrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAdministrative Agent) and do such other acts and things (including, including delivery to the Secured Party Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and [each][the] Debtor hereby authorizes the Administrative Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction); (b) will keep all its Inventory atInventory, and will not maintain any place of business at any location other than, in the United States; (c) will not change its address(es) shown on Schedules I and II hereto state of organization or at incorporation or its name, identity or corporate structure such other addresses of which such that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading, unless [such][the] Debtor shall have given the Secured Party Administrative Agent not less than 10 30 days' ’ prior written notice, notice of such change (cprovided that this Section 6(c) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement); (d) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (de) will furnish the Secured Party Administrative Agent such information concerning such [such][the] Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (ef) will will, subject to the terms of the Credit Agreement, permit the Secured Party Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such [such][the] Debtor's ’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such [such][the] Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Administrative Agent during the existence of a Default, deliver to the Secured Party Administrative Agent all of such records and papers; (fg) will, upon request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAdministrative Agent, of the security interest of the Secured Party Administrative Agent hereunder; (gh) except for as permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Administrative Agent; (hi) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such [such][the] Debtor and (B) whenever a Default shall be existing, the Secured Party Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Administrative Agent may determine), ) and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent; (ij) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (jk) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kl) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); provided that [such][the] Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by [such][the] Debtor in good faith by appropriate proceedings, so long as forfeiture of any substantial part of its Equipment or other Goods will not result from the failure of [such][the] Debtor to pay any such fee, tax, assessment or other charge during the period of such contest; (lm) will, upon reasonable request of the Secured PartyAdministrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees; (n) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mo) except as listed on Schedule V, will keep all of the tangible Collateral in the continental United States; (p) except to the extent held with a Lender, will keep all Deposit Accounts and Investment Property in an aggregate amount in excess of $500,000 in the continental United States; and (nq) will reimburse will, promptly upon any Responsible Officer of [such][the] Debtor obtaining knowledge that [such][the] Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the Secured Party for all expensesUCC) in excess of $50,000, immediately notify the Administrative Agent in a writing signed by [such][the] Debtor of the details thereof and grant to the Administrative Agent in such writing a security interest therein and in the proceeds thereof, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. [Each][The] Debtor hereby authorizes the filing of any financing statement, continuation statement, and amendment to financing statement in any jurisdiction and with any filing office as the Administrative Agent may determine, in its sole discretion, is necessary or advisable to perfect the security interest granted to the Administrative Agent hereunder or in connection herewith. Any such financing statement or amendment may describe the Collateral in the same manner as described in any security agreement or pledge agreement entered into by the parties in connection herewith, or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of its security interest in the Collateral, including reasonable attorney's fees and charges describing such property as “all assets (including time charges of attorneys who are employees of the Secured Partyor all personal property), incurred by the Secured Party in seeking to collect whether now owned or enforce any rights in respect hereafter acquired” or words of such Debtor's Collateralsimilar meaning. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable [applicable] Debtor. Whenever a Default shall be existing, the Secured Party Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable [applicable] Debtor shall at the request of the Secured Party Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Administrative Agent in aid of such enforcement and such [such][the] Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Administrative Agent for all reasonable costs and expenses incurred by the Secured Party Administrative Agent in the exercise of its rights under this Section 6, except to the extent any of the foregoing result from the gross negligence, bad faith or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Secured Party Administrative Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured PartyCollateral Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyCollateral Agent) and do such other acts and things (including, without limitation, delivery to the Secured Party Collateral Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Collateral Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and each Debtor hereby authorizes the Collateral Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction, it being understood that the Collateral Agent will use reasonable efforts to notify the applicable Debtor of any such filing and the details thereof, but failure to do so shall not affect the effectiveness thereof or impose any liability on the Collateral Agent); (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on of Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Collateral Agent not less than 10 days' prior written notice, ; (c) will not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Collateral Agent's interests under this Agreement would become seriously misleading, unless such Debtor shall have given the Collateral Agent not less than 30 days' prior notice of such change (provided that this Section 6(c) shall not be deemed to authorize any change or transaction prohibited under any Financing Agreement); (d) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Collateral Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (de) will furnish the Secured Party Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Collateral Agent may from time to time reasonably request; (ef) will permit the Secured Party Collateral Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Collateral Agent during the existence of a Default, deliver to the Secured Party Collateral Agent all of such records and papers; (fg) will, upon request of the Secured PartyCollateral Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyCollateral Agent, of the security interest of the Secured Party Collateral Agent hereunder; (gh) except for as permitted by each of the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentFinancing Agreements, will not note sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Collateral Agent; (hi) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Collateral Agent as its interest may appear (it being understood that (A) so long as no Default shall be existingexists, the Secured Party Collateral Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existingexists, the Secured Party may Collateral Agent shall apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such the order of application as set forth in the Secured Party may determine), Intercreditor Agreement) and such policies or certificates thereof shall, if the Secured Party Collateral Agent so requests, be deposited with or furnished to the Secured PartyCollateral Agent; (ij) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (jk) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kl) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); provided, however, that such Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity, accuracy or applicability thereof is being contested by such Debtor in good faith by appropriate proceedings, so long as forfeiture of any substantial part of its Equipment or other Goods will not result from the failure of such Debtor to pay any such fee, tax, assessment or other charge during the period of such contest; (lm) will, upon request of the Secured PartyCollateral Agent, (lA) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Collateral Agent in the Equipment covered thereby and (B) deliver all such certificates to the Collateral Agent or its designees; (n) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mo) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; and (np) will reimburse the Secured Party Collateral Agent for all expenses, including reasonable attorney's attorneys' fees and charges (including time charges of attorneys who are employees of the Secured Party)legal expenses, incurred by the Secured Party Collateral Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existingexits, the Secured Party Collateral Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Collateral Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Collateral Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Collateral Agent for all reasonable costs and expenses incurred by the Secured Party Collateral Agent in the exercise of its rights under this Section 6, except to the extent any of the foregoing result from the gross negligence or willful misconduct of the Collateral Agent. Notwithstanding the foregoing, neither the Secured Collateral Agent nor any other Benefited Party shall have no obligation any obligations or liability liabilities regarding any of the Collateral or any thereof by reason of, or arising out of, this Agreement, except the duties to exercise reasonable care and not to commit waste.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Secured Partyfrom time to time, execute (as applicable) such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAdministrative Agent) and do such other acts and things (including, including delivery to the Secured Party Administrative Agent of any Instruments or Certificated Securities which that constitute Collateral), all as the Secured Party Administrative Agent may from time to time reasonably request, request to establish and maintain a valid and perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, Liens other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all not change its Inventory atstate of organization or incorporation or its name, and will not maintain identity or corporate structure such that any place of business at any location other thanfinancing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading, its address(es) shown on Schedules I and II hereto or at such other addresses of which unless such Debtor shall have given the Secured Party Administrative Agent not less than 10 30 days' ’ prior written notice, notice of such change (provided that this Section 6(b) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement); (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Administrative Agent or its designees to determine at any time the status of the such Non-Tangible Collateral; (d) will furnish the Secured Party Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Administrative Agent may from time to time reasonably request; (e) will permit the Secured Party and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party during the existence of a Default, deliver to the Secured Party all of such records and papers; (f) will, upon request of the Secured PartyAdministrative Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Secured PartyAdministrative Agent, of indicating the security interest of the Secured Party Administrative Agent hereunder; (gf) except for Permitted Liens and as otherwise permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien on or security interest in any Collateral other than Permitted LiensCollateral; (hg) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound responsible insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained required by companies similarly situatedthe Credit Agreement, and cause all such policies to provide that shall name the Administrative Agent as lender’s loss thereunder shall be payable to payee in accordance with the Secured Party as its interest may appear (it being understood that (A) so long as no Default shall be existing, terms set forth in the Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party may determine)Credit Agreement, and such policies or certificates thereof shall, if the Secured Party Administrative Agent so requests, be deposited with or furnished to the Secured PartyAdministrative Agent in accordance with the terms of the Credit Agreement; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (lh) will, upon request of the Secured PartyAdministrative Agent, (l1) cause to be noted, on the applicable certificate for any of its Equipment that is covered by a certificate of title, the security interest of the Administrative Agent in such Equipment and (2) deliver all such certificates to the Administrative Agent or its designees; (i) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mj) except as listed will not keep any of its property or maintain any place of business at any location other than its addresses shown on Schedule VII or such other locations as may be specified by such Debtor upon not less than 15 days’ prior written notice to the Administrative Agent, provided that if requested by the Administrative Agent with respect to such property, the Administrative Agent (1) has a mortgage lien on such property (if such property is owned by a Debtor) or (2) has received a landlord waiver reasonably satisfactory to the Administrative Agent with respect to such property (if such property is leased by a Debtor); (k) will keep all not maintain any place of the tangible Collateral business at any location other than in the United States; and (nl) will reimburse will, promptly upon any Responsible Officer of such Debtor obtaining knowledge that such Debtor has acquired a Commercial Tort Claim, notify the Secured Party for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees Administrative Agent in a writing signed by such Debtor of the Secured Party)details thereof and grant to the Administrative Agent in such writing a security interest therein and in the proceeds thereof, incurred by with such writing to be in form and substance reasonably satisfactory to the Secured Party in seeking Administrative Agent. Each Debtor hereby authorizes the Administrative Agent to collect or enforce any rights in respect file (without the signature of such Debtor's Collateral) any financing statement, continuation statement or amendment to financing statement in any jurisdiction and with any filing office as the Administrative Agent may determine, in its sole reasonable discretion, is necessary or advisable to perfect the security interests granted to the Administrative Agent hereunder. Any such financing statement or amendment may describe the Collateral in the same manner as described in this Agreement or any other agreement entered into by the parties in connection herewith, or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole reasonable discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral, including describing such property as “all assets” or “all personal property”, whether now owned or hereafter acquired. All reasonable expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existingexists, the Secured Party Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Administrative Agent in aid of such enforcement enforcement, and such Debtor shall (subject only to any limitation set forth in any Guaranty issued by any Debtor) promptly, upon demand, reimburse and indemnify the Secured Party Administrative Agent for all reasonable costs and expenses incurred by the Secured Party Administrative Agent (i) in the exercise of its rights under this Section 66 or any other right or remedy granted to it hereunder, (ii) in respect of any claim and the prosecution or defense thereof arising our of or in any way connected with this Agreement, and (iii) in respect of the collection or enforcement of the Liabilities, except to the extent any of the foregoing are found by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent. Notwithstanding the foregoingforegoing or any other provision of this Agreement, the Secured Party shall have no Administrative Agent does not assume any obligation of any Debtor under any contract or liability regarding other document included in the Collateral or any thereof by reason of, or arising out of, this AgreementAgreement or any security interest granted hereunder.

Agreements of the Debtors. Each Debtor (a) will, upon request of from time to time, deliver to the Secured Party, execute Collateral Agent such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyCollateral Agent) and do such other acts and things (including, without limitation, delivery to the Secured Party Collateral Agent of any Instruments or Certificated Securities which constitute Collateral), all as are necessary or as the Secured Party Collateral Agent may from time to time reasonably request, to establish and maintain a valid valid, perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and each Debtor hereby authorizes the Collateral Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction), provided that, unless requested by the Collateral Agent during the existence of a Default, no Debtor shall be required to take any action to perfect the Collateral Agent’s security interest in Collateral located outside the United States (it being understood that accounts receivable owed to a Debtor by a non-United States Person shall be deemed to be located in the United States); (b) will keep all its Inventory (other than Inventory located outside the United States) at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Secured Party Collateral Agent not less than 10 days' ’ prior written notice, ; (c) will not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Collateral Agent’s interests under this Agreement would become seriously misleading, unless such Debtor shall have given the Collateral Agent not less than 30 days’ (or such shorter period as may be approved by the Collateral Agent in its sole discretion) prior notice of such change; (d) will keep its complete records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party or its designees to determine at any time the status of the Nonconsistent with prudent business practices for similarly-Tangible Collateralsituated companies; (de) will furnish the Secured Party Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors of such Debtor as the Secured Party Collateral Agent may from time to time reasonably request; (e) will permit the Secured Party and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party during the existence of a Default, deliver to the Secured Party all of such records and papers; (f) will, upon request of the Secured PartyCollateral Agent during the existence of a Default, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyCollateral Agent, of the security interest of the Secured Party Collateral Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of ___________ Section 6.07 of the Credit FacilitiesAgreement or Section 9.2 of the Note Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Collateral Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Collateral Agent shall promptly deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Collateral Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order accordance with the terms of application as the Secured Party may determine), Intercreditor Agreement) and such policies or certificates thereof shall, if the Secured Party Collateral Agent so requests, be deposited with or furnished to the Secured PartyCollateral Agent; (ih) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (ji) without limiting the provisions of Section 6.06 of the Credit Agreement or Section 9.3 of the Note Agreement, will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kj) without limiting the provisions of Section 6.04 of the Credit Agreement or Section 9.4 of the Note Agreement, will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); provided that such Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings; (lk) will, promptly upon request of the Secured PartyCollateral Agent during the existence of a Default, (lI) cause the security interest of the Collateral Agent to be noted on each certificate of title covering Equipment specified by the Collateral Agent and (II) deliver all such certificates to the Collateral Agent or its designee; (I) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, provided that nothing in this clause (1) shall limit the ability of such Debtor to dispose of any Collateral pursuant to a transaction that is not otherwise prohibited by the Credit Agreement or the Note Agreement; (m) except as listed will permit the Collateral Agent and its designees, from time to time, on Schedule Vreasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor’s Inventory and other Goods, will keep and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon reasonable request of the Collateral Agent during the existence of a Default, deliver to the Collateral Agent all of the tangible Collateral in the United Statessuch records and papers; and (n) will reimburse the Secured Party for all expenses, including reasonable attorney's fees not create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and charges (including time charges of attorneys who are employees liens and security interests in favor of the Secured PartyCollateral Agent; (o) will, within one Business Day following the termination of any account control agreement with respect to a Deposit Account or Securities Account maintained by such Debtor, cause all amounts on deposit in such account (and, in the case of a Deposit Account, within one Business Day after receipt, all amounts deposited to such account following such termination) to be transferred to an account with another financial institution that is subject to an account control agreement with the Collateral Agent that is in form and substance reasonably satisfactory to the Collateral Agent; (p) will not open any Deposit Account or Securities Account (other than Deposit Accounts and Securities Accounts maintained outside the United States) after the date hereof unless, concurrently with such opening, such account is made subject to a control agreement in favor of the Collateral Agent that is in form and substance reasonably acceptable to the Collateral Agent (it being understood that any such control agreement with Bank of America shall be in substantially the same form as the account control agreement being entered into with Bank of America concurrently herewith); (r) will not fund any payroll account maintained by such Debtor (i) with amounts in excess of the amount necessary to make the next payroll or (ii) earlier than three Business Days prior to the date on which payroll must be made; and (s) will, promptly upon any Responsible Officer (as defined in the Credit Agreement), incurred by the Secured Party in seeking to collect general counsel or enforce any rights in respect assistant general counsel of such Debtor's Collateral. Any expenses incurred Debtor obtaining knowledge that such Debtor has acquired a Commercial Tort Claim having a value reasonably expected to exceed $500,000, notify the Collateral Agent in protectinga writing signed by such Debtor of the details of such commercial tort claim and grant to the Collateral Agent in such writing a security interest therein and in the proceeds thereof, preserving or maintaining any with such writing to be in form and substance reasonably satisfactory to the Collateral shall be borne by the applicable DebtorAgent. Whenever a Default shall be existing, the Secured Party Collateral Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Collateral Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Collateral Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Collateral Agent for all costs Costs and expenses incurred by the Secured Party in the exercise of its rights under this Section 6Expenses. Notwithstanding the foregoing, neither the Secured Collateral Agent nor any other Benefited Party shall have no any obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) Each Debtor: (i) will, upon request of the Secured PartyAgent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public 8 <PAGE> offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts and things (including, delivery to the Secured Party Agent of any Chattel Paper, Instruments or Certificated Securities which constitute Collateral), all as the Secured Party Agent may from time to time reasonably request, to establish and maintain a valid perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (bii) hereby authorizes the Agent to file financing statements describing the collateral as "all property" or words of similar import, and to file other documents without such Debtor's signature (to the extent permitted by applicable law); (iii) will keep all its Inventory Inventory, Equipment and all other Goods at, and will not maintain any place of business or locate any Goods at any location other than, its address(es) shown on Schedules I and II hereto or at such other ----------- -- addresses of which such Debtor shall have given the Secured Party Agent not less than 10 days' prior written notice, (civ) shall not change its state of organization or incorporation or its name, identity or organizational structure such that any financing statement filed to perfect the Agent's interests under this Agreement would become seriously misleading, unless the Debtor shall have given the Agent not less than 10 days' prior written notice of such change, provided that this Section 6(a)(iv) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement or Post-Petition Credit Agreement; (v) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (dvi) will furnish the Secured Party Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (evii) will permit the Secured Party Agent, the Lenders and its their designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party Agent during the existence of a Default, deliver to the Secured Party Agent all of such records and papers; (fviii) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the 9 <PAGE> Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (gix) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (hx) without limiting the provisions of ___________ Section 7.3 of the Credit FacilitiesAgreement or Section 11.3 of the Post-Petition Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured PartyAgent; (ixi) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (jxii) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (kxiii) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured Party, (lxiv) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mxv) except as listed on Schedule V, will keep all of the tangible Collateral ---------- Collateral, Deposit Accounts and Investment Property in the United States; and (nxvi) will reimburse the Secured Party Agent for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Secured PartyAgent), incurred by the Secured Party Agent or any Arranger in seeking to collect or enforce any rights in respect of such Debtor's Collateral. (b) Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party Agent 10 <PAGE> shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party Agent do any and all lawful acts and execute any and all proper documents required by the Secured Party Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all costs and expenses incurred by the Secured Party Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, --------- the Secured Party Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement. SECTION 7.

Agreements of the Debtors. Each Debtor (a) willhereby authorizes the Agent to file (with or without the signature of such Debtor), and will upon request of the Secured PartyAgent execute, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured PartyAgent) and do such other acts and things (including, delivery to the Secured Party of any Instruments or Certificated Securities which constitute Collateral)things, all as the Secured Party Agent may from time to time reasonably deem necessary or request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Automobile Inventory at, will not change its state of incorporation/organization and will not maintain any place of business at any location other than, its state of incorporation/organization and address(es) shown on Schedules I and II hereto or in such other jurisdiction or at such other addresses of which such Debtor shall have given the Secured Party Agent not less than 10 thirty (30) days' ’ prior written notice, ; (c) will not change its type of organization from that listed on the financing statements filed on behalf of the Agent or be the subject of any merger or other corporate reorganization unless the applicable Debtor shall have given the Agent not less than thirty (30) days’ prior written notice; (d) will keep its records concerning the Non-Tangible Collateral Subject Receivables in such a manner as will enable the Secured Party Agent or its designees to determine at any time the status of the Non-Tangible CollateralSubject Receivables; (de) will furnish the Secured Party Agent such information concerning such Debtor, Debtor and the Collateral and the Account Debtors as the Secured Party Agent may from time to time reasonably request; (ef) will permit the Secured Party Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods’s Automobile Inventory, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured Party during the existence of a Default, deliver to the Secured Party all of such records and papersCollateral; (fg) will, upon request of the Secured PartyAgent, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Secured PartyAgent, of the security interest of the Secured Party Agent hereunder; (gh) except for the sale or lease of Automobile Inventory in the ordinary course of its business and sales for dispositions permitted by Section 9.10 of Equipment which is no longer useful in its business or which is being replaced by similar Equipmentthe Credit Agreement, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (hi) without limiting the provisions of ___________ of the Credit Facilities, will at all times keep all of its Automobile Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained required by companies similarly situated, Section 9.3 of the Credit Agreement and cause all such policies covering the Collateral to provide that loss thereunder shall be payable to the Secured Party Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Secured Party Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Secured Party Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Secured Party Agent may determine), and such policies or certificates thereof shall, if the Secured Party Agent so requests, be deposited with or furnished to the Secured Party; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and conditionAgent; (j) will take such actions as are reasonably necessary to keep its Equipment Automobile Inventory in good repair and condition and in good working order, ordinary wear and tear exceptedcondition; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Secured Party, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (ml) except as listed on Schedule V, will keep all of the tangible Collateral Automobile Inventory in the United States; and (m) will not change its name without providing thirty (30) days’ prior written notice to the Agent; (n) will reimburse the Secured Party for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees if such Debtor has any Commercial Tort Claim against any Manufacturer arising out of the Secured Party)purchase by such Debtor of Automobile Inventory from such Manufacturer, incurred by and the Secured Party in seeking to collect or enforce any rights in respect amount of such Commercial Tort Claim exceeds $500,000, such Debtor shall provide to the Agent a detailed description of such Commercial Tort Claim and this Agreement shall be amended to include a specific reference (sufficient under Section 9-108 of the UCC) to such Commercial Tort Claim; and (o) acknowledges and agrees that it is not authorized to file any financing statement in favor of the Agent without the prior written consent of the Agent and that it will not do so without the prior written consent of the Agent, subject to such Debtor's Collateral’s rights under Section 9-509(d)(2) of the UCC. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Secured Party do any and all lawful acts and execute any and all proper documents required by the Secured Party in aid of such enforcement and such each Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party Agent for all reasonable costs and expenses incurred by the Secured Party Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement, except to the extent caused by the gross negligence or wilful misconduct of the Agent.