Common use of Agreements of the Debtors Clause in Contracts

Agreements of the Debtors. Each Debtor (a) will, upon request of the Administrative 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 Administrative Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (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 not maintain any place of business at any location other than in the 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 furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, (e) will, subject to the terms of the Credit Agreement, permit the 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 an Event of Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, (f) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, (g) except as permitted by the Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, (h) will at all times keep all its Inventory and other Goods insured 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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 pay prior to delinquency material taxes and governmental charges against it or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative 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 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, (n) will keep all of the tangible Collateral in the United 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 (o) 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 UCC) 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs and Expenses incurred by the 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 Administrative Agent shall have no obligations or 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 Administrative AgentSecured 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 Administrative AgentSecured Party) and do such other acts and things (including including, delivery to the Administrative Agent Secured Party of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative Agent 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 (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), 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 in the United States10 days' prior written notice, (c) will give keep its records concerning the Administrative Agent prompt notice (Non-Tangible Collateral in any event within 30 days) of any change its state of organization or incorporation such a manner as will enable the Secured Party or its name, identity or corporate structure designees to determine at any time the extent that any financing statement filed to perfect status of 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), Non-Tangible Collateral; (d) will furnish the Administrative Agent Secured Party such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent Secured Party may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the Administrative Agent Secured Party 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent Secured Party during the existence of an Event of a Default, deliver to the Administrative Agent Secured Party all of such records and papers, ; (f) will, upon request of the Administrative AgentSecured Party, 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 Administrative AgentSecured Party, of the security interest of the Administrative Agent Secured Party hereunder, ; (g) except as permitted 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 the Credit Agreementsimilar 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 and liens and security interests in favor of the Administrative Agent, 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 Administrative Agent Secured Party as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent Secured Party shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the Administrative Agent 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 Administrative Agent Secured Party may determine) ), and such policies or certificates thereof shall, if the Administrative Agent Secured Party so requests, be deposited with or furnished to the Administrative Agent, Secured Party; (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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its property, as well as claims of any kind which, if unpaid, might become a Lien on any of its property, Equipment and other than Liens permitted by Section 10.8 of the Credit AgreementGoods; 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative AgentSecured Party, (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 Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees, (ml) 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, (n) will keep all of the tangible Collateral in the United 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) States; and (on) willwill reimburse the Secured Party for all expenses, promptly upon 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 Responsible Officer rights in respect of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) 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 herewithDebtor's Collateral. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the Administrative Agent 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 Administrative Agent Secured Party do any and all lawful acts and execute any and all proper documents required by the Administrative Agent Secured Party in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent Secured Party for all Costs costs and Expenses expenses incurred by the Administrative Agent Secured Party 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 Administrative Agent Secured Party shall have no obligations obligation or liabilities liability 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 Administrative 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 Administrative Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (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), 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 Agent not less than in the United States, 10 days' prior written notice; (c) will give keep its records concerning the Administrative Non-Tangible Collateral in such a manner as will enable the 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 designees to determine at any time the extent that any financing statement filed to perfect status of 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), Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (g) except as permitted by the Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, ; (h) 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its propertyEquipment and other Goods (as applicable); provided, as well as claims of any kind whichhowever, 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 that such Debtor shall not require the Parent or any Subsidiary be required to pay any such tax fee, tax, assessment or other charge so long as it shall contest if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings and shall set aside on proceedings, so long as forfeiture of any substantial part of its books adequate reserves with respect thereto in accordance with GAAPEquipment 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 reasonable request of the Administrative 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 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, ; (n) will keep all of the tangible Collateral in the continental United 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) States; and (o) willwill reimburse the Agent for all expenses, promptly upon including reasonable attorneys' fees and legal expenses, incurred by the Agent in seeking to collect or enforce any Responsible Officer rights in respect of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) 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 herewithDebtor's Collateral. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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 negligence or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall have no obligations or 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 Administrative 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 Administrative Collateral Agent) and do such other acts and things (including the delivery to the Administrative 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 Administrative 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 (and each Debtor hereby authorizes the Administrative 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 not maintain any place execute and file such assignment of business at any location 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 than in rights granted or purported to be granted to the United StatesCollateral Agent hereby (free of all other liens, claims and rights of third parties whatsoever), (c) will give keep, at its address shown on Schedule I hereto, its records concerning the Administrative Collateral, which records will be of such character as will enable the Collateral Agent prompt notice (in any event within 30 days) of any change its state of organization or incorporation or its namedesignees to determine at any time the status of the Collateral, identity or corporate structure to and no Debtor will, unless the extent that Collateral Agent shall otherwise consent in writing, duplicate 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 records at any change or transaction prohibited under the Credit Agreement), other address; (d) will furnish the Administrative Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Collateral Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the Administrative Collateral 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 an Event of Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, examine 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 Administrative Collateral Agent during the existence of an Event of a Default, deliver to the Administrative Collateral Agent all of such records and papers, ; (f) will, upon request of the Administrative 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 Administrative Collateral Agent, of the security interest of the Administrative Collateral Agent hereunder, ; (g) except as permitted by 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 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 transaction prohibited under the Credit Agreement, ); and (h) will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, (h) will at all times keep all its Inventory and other Goods insured 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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 pay prior to delinquency material taxes and governmental charges against it or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative 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 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, (n) will keep all of the tangible Collateral in the United 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 (o) 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 UCC) 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs and Expenses incurred by the 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 Administrative Agent shall have no obligations or 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 undersignedPermitted Liens.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Administrative 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 Administrative Agent) and do such other acts and things (including including, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (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), 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 Administrative Agent not less than in the United States10 days' prior written notice, (c) will give keep its records concerning the Non-Tangible Collateral in such a manner as will enable 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 designees to determine at any time the extent that any financing statement filed to perfect status of 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), Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (g) except as permitted 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 the Credit Agreementsimilar 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 and liens and security interests in favor of the Administrative Agent, Liens; (h) without limiting the provisions of Section 7.3 of the 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) ), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its property, as well as claims of any kind which, if unpaid, might become a Lien on any of its property, Equipment and other than Liens permitted by Section 10.8 of the Credit AgreementGoods; 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative 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 Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees, (ml) 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, (n) will keep all of the tangible Collateral in the United 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) States; and (on) willwill reimburse the Administrative Agent for all expenses, promptly upon any Responsible Officer including reasonable attorney's fees and charges (including time charges of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 attorneys who are employees of the UCC) in excess of $2,500,000Administrative Agent), immediately notify incurred by the Administrative Agent in a writing signed by seeking to collect or enforce any rights in respect of 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 herewithDebtor's Collateral. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs costs and Expenses expenses incurred by the 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 Administrative Agent shall have no obligations obligation or liabilities liability 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 Debtor: (a) will, upon request of the Administrative 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 Administrative Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (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), 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 Administrative Agent not less than 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 United States, ordinary course of business; (c) will give keep its records concerning the Non-Tangible Collateral in such a manner as will enable 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 designees to determine at any time the extent that any financing statement filed to perfect status of 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), Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject will provide or cause to be provided the terms representatives and independent contractors of the Administrative Agent or any Lender the inspection rights and other rights and benefits set forth in Section 7.10 of the Credit Agreement, permit the 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 an Event of Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon the reasonable request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (g) except as permitted by Section 8.2 of the Credit Agreement, will not, and will not permit any of its Subsidiaries to, directly or indirectly, 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 Lien upon or security interest in with respect to any Collateral other than Permitted Liens and liens and security interests in favor part of the Administrative Agent, Collateral; (h) will at all times keep all its Inventory and other Goods insured against loss, damage, theft and other risks obtain or cause to such extent as is customarily maintained by companies similarly situatedbe obtained the type of insurance set forth in Section 7.6 of the Credit Agreement, and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood and the Company such that (A1) so long as no Event of Default losses less than or equal to Five Million Dollars ($5,000,000) per occurrence shall be existingpayable to the Company only, and (2) losses in excess of Five Million Dollars ($5,000,000) per occurrence shall be payable to the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of Default shall be existingAgent, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative 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 condition, ordinary wear and tear excepted, or 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 (other than obsolete Equipment) set forth in good repair and condition and in good working or running order, ordinary wear and tear excepted, (k) will pay prior to delinquency material taxes and governmental charges against it or any of its 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 7.5 of the Credit Agreement; provided that(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 foregoing shall not require the Parent ownership, operation, possession, maintenance or any Subsidiary to pay use of its Equipment and other Goods (as applicable) other than any such tax or charge so long as it shall contest the validity thereof in good faith items being contested by appropriate proceedings and shall set aside on its books if such Debtor maintains adequate reserves with respect thereto therefor in accordance conformity with GAAP, ; (l) will, upon reasonable request of the Administrative 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 Administrative Agent in the Equipment covered thereby 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; (n) will keep all during the term hereof, 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 States same to the Administrative Agent and, upon reasonable request of the Administrative Agent, promptly but in no event later than fifteen (other than Collateral in transit from a supplier 15) days after such reasonable request, provide or vendor cause to a location in be provided to the United States or Collateral in transit Administrative Agent an updated list of the Persons then party to a customer) the Intercreditor Agreement; and (o) willwill reimburse the Administrative Agent for all reasonable, promptly upon documented and out-of-pocket expenses, including without limitation Attorney Costs, incurred by the Administrative Agent in seeking to collect or enforce any Responsible Officer rights in respect of such Debtor's Collateral. Each Debtor obtaining knowledge covenants and agrees that such 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 has acquired a commercial tort claim 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 Section 9-102 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 UCC) in excess of $2,500,000immediately preceding paragraph, immediately notify 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 writing signed by Debtor shall be held as additional Collateral hereunder. So long as no Default shall have occurred and be continuing, and with respect to such Debtor 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 details thereof replacement, substitution or restoration of the assets sustaining the casualty loss giving rise to such Benefits, and grant (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 such writing a security interest therein and in the proceeds thereof, accordance with such writing to Section 6(h) hereof shall be in form and substance reasonably satisfactory to applied by the Administrative Agent. Each Debtor hereby authorizes Agent toward the filing payment of any financing statement, continuation statement, and amendment to financing statement the Liabilities in any jurisdiction and with any filing office such order or form as the Administrative Agent may shall determine, in its sole discretion, is necessary or advisable to perfect the security interest granted subject to the Administrative Agent hereunder or in connection herewithCredit Agreement (including, without limitation, Section 10.11(d) thereof). 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses reasonable expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall have occurred and be existingcontinuing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents reasonably required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable, documented and Expenses out-of-pocket costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6; provided, except to the extent any of the foregoing result from the gross negligencehowever, bad faith or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, that the Administrative Agent shall have n6 obligation to bring, and will suffer no obligations or liabilities regarding the Collateral or liability for any thereof by reason offailure to bring, 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 undersignedsuch suits.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Administrative Agentfrom 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 Administrative Collateral Agent) and do such other acts and things (including delivery to the Administrative Collateral Agent of any Instruments or Certificated Securities which that constitute Collateral), all as the Administrative 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 (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), Liabilities; (b) will not maintain any place of business at any location other than in the 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 such that any financing statement filed to perfect the Administrative Collateral Agent’s interests under this Agreement would become seriously misleading as a result misleading, unless such Debtor shall have given the Collateral Agent not less than 30 days’ prior written 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(c6(b) shall not be deemed to authorize any change or transaction prohibited under the Credit Loan Agreement), ; (c) will keep its records concerning Non-Tangible Collateral in such a manner as will enable the Collateral Agent or its designees to determine at any time the status of such Non-Tangible Collateral; (d) will furnish the Administrative Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Collateral Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, permit the 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 an Event of Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, 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, promptly upon request of the Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, (f) will, upon request of the Administrative 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 reasonably satisfactory to the Administrative Collateral Agent, of indicating the security interest of the Administrative Collateral Agent hereunder, ; (gf) except for Permitted Liens and as otherwise permitted by the Credit Loan 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 and liens and security interests in favor of the Administrative Agent, Collateral; (hg) will at all times keep all its Inventory and other Goods insured under policies maintained with 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existingCollateral Agent, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Collateral Agent so requests, be deposited with or furnished to the Administrative Agent and Collateral Agent in accordance with the terms of the Loan Agreement; (h) will, promptly upon request of the Collateral 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 pay prior to delinquency material taxes and governmental charges against it or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative Agent, (i1) cause to be noted noted, on the applicable certificate, in the event certificate for any of its Equipment that is covered by a certificate of title, the security interest of the Administrative Collateral Agent in the such Equipment covered thereby and (ii2) deliver all such certificates to the Administrative Collateral Agent or its designees, ; (mi) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, ; (nj) will not keep all any of its property or maintain any place of business at any location other than its addresses shown on Schedule II or such other locations as may be specified by such Debtor upon not less than 15 days’ prior written notice to the tangible 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 not maintain any place of business at any location other than 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 (ol) 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 UCC) in excess of $2,500,000Commercial Tort Claim, immediately notify the Administrative Collateral Agent in a writing signed by such Debtor of the details thereof and grant to the Administrative 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 Administrative 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, if requested by the 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 actions 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 the filing of applications for renewal, affidavits of use, affidavits of non-contestability and opposition, and interference and cancellation proceedings, and (d) in the event that any of the patent, trademark or copyright Collateral is infringed upon, misappropriated, or diluted by a third party, the applicable Debtor shall, unless such Debtor shall reasonably determine that such patent, trademark or copyright Collateral is in no way material to the conduct of its business or operations, promptly xxx for infringement, misappropriation, or dilution and to recover any 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 filing Collateral Agent to file (without the signature of such Debtor) any financing statement, continuation statement, and statement or amendment to financing statement in any jurisdiction and with any filing office as the Administrative Collateral Agent may determine, in its sole discretion, is necessary or advisable to perfect the security interest interests granted to the Administrative Collateral Agent hereunder or in connection herewithhereunder. Any such financing statement or amendment may describe the Collateral in the same manner as described in this Agreement or any security agreement or pledge 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 Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of its the security interest in the Collateral, including describing such property as “all assets (assets” or “all personal property)”, whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses All reasonable expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existingexists, the Administrative Collateral Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Collateral Agent do any and all lawful acts and execute any and all proper documents required by the Administrative 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 Administrative Collateral Agent for all Costs reasonable costs and Expenses expenses incurred by the Administrative 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 result are found by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of the Administrative Collateral Agent. Notwithstanding the foregoingforegoing or any other provision of this Agreement, the Administrative Collateral Agent shall have no obligations does not assume any obligation of any Debtor under any contract or liabilities 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. This Agreement , the other Loan Documents, and any other documents executed and delivered in connection therewith may be enforced only 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 action Collateral Agent or any other Lender Party for the payment of the Administrative 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 no 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 right individually obligation to enforce or seek to enforce this Agreement. This Agreement may not be enforced against any directorprotect, officersecure, employeeperfect, or stockholder of insure any Lien at any time held by it as security for the undersignedLiabilities or any property subject thereto.

Agreements of the Debtors. Each [Each][The] Debtor (a) will, upon request of the Administrative 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 Administrative Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 Secured Obligations (and each [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 not maintain any place of business at any location other than in the 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 such that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading as a result misleading, unless [such][the] 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), ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such [such][the] Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, permit the 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 prior notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of an Event of a Default) to inspect such [such][the] Debtor’s Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, (g) except as permitted by the Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, ; (hg) will at all times keep all its Inventory and other Goods insured 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 in accordance with Section 6.07 of the Administrative Agent as its interest may appear Credit Agreement (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such [such][the] Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative 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 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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its property, Equipment and other Goods (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 Agreementapplicable); provided that, the foregoing that [such][the] Debtor shall not require the Parent or any Subsidiary be required to pay any such tax fee, tax, assessment or other charge so long as it shall contest if the validity thereof is being contested by [such][the] Debtor in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAPproceedings, (l) will, upon reasonable request so long as forfeiture of the Administrative Agent, (i) cause to be noted on the applicable certificate, in the event any substantial part of its Equipment is covered by a certificate or other Goods will not result from the failure of title[such][the] Debtor to pay any such fee, tax, assessment or other charge during the security interest period of the Administrative Agent in the Equipment covered thereby and such contest; (ii) deliver all such certificates to the Administrative Agent or its designees, (mk) 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, (n) will keep all of the tangible Collateral in the United 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 (ol) will, promptly upon any Responsible Officer of such [such][the] Debtor obtaining knowledge that such [such][the] Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) that is reasonably likely to result in recovery by [such][the] Debtor of damages in excess of $2,500,000100,000, immediately notify the Administrative Agent in a writing signed by such [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 [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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable [applicable] Debtor. Whenever an Event of a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable [applicable] Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents reasonably required by the Administrative Agent in aid of such enforcement and such [such][the] Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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 extent required under applicable Law, the Administrative Agent shall have no obligations or 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 Administrative Agentfrom 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 Administrative Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which that constitute Collateral), all as the 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 (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), Liabilities; (b) will not maintain any place of business at any location other than in the 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 such that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading as a result 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 6(c6(b) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement), ; (c) will keep its records concerning Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of such Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, permit the 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 an Event of Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, (f) will, upon request of the Administrative 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 Administrative Agent, of indicating the security interest of the Administrative Agent hereunder, ; (gf) except for Permitted Liens and 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 Liens and liens and security interests in favor of the Administrative Agent, Collateral; (hg) will at all times keep all its Inventory and other Goods insured under policies maintained with 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 loss thereunder shall be payable to name the Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existinglender’s loss payee in accordance with the terms set forth in the Credit Agreement, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent, (i) will take such actions as are reasonably necessary to keep its Inventory Agent 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 pay prior to delinquency material taxes and governmental charges against it or any of its 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 accordance with the terms 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (lh) will, upon reasonable request of the Administrative Agent, (i1) cause to be noted noted, on the applicable certificate, in the event certificate for any of its Equipment that is covered by a certificate of title, the security interest of the Administrative Agent in the such Equipment covered thereby and (ii2) deliver all such certificates to the Administrative Agent or its designees, ; (mi) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, ; (nj) will not keep all any of its property or maintain any place of business at any location other than its addresses shown on Schedule II or such other locations as may be specified by such Debtor upon not less than 15 days’ prior written notice to the tangible Collateral 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 not maintain any place of business at any location other than in the United 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) States; and (ol) 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 UCC) in excess of $2,500,000Commercial Tort Claim, 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 Administrative Agent to file (without the signature of such Debtor) any financing statement, continuation statement, and 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 interest interests granted to the Administrative Agent hereunder or in connection herewithhereunder. Any such financing statement or amendment may describe the Collateral in the same manner as described in this Agreement or any security agreement or pledge 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 its the security interest in the Collateral, including describing such property as “all assets (assets” or “all personal property)”, whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses All reasonable expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existingexists, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the 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 Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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 result are found by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of the Administrative Agent. Notwithstanding the foregoingforegoing or any other provision of this Agreement, the Administrative Agent shall have no obligations does not assume any obligation of any Debtor under any contract or liabilities regarding other document included in 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 or 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 undersignedsecurity interest granted hereunder.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Administrative 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 Administrative Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (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), 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 Agent not less than in the United States, 10 days' prior written notice; (c) will give keep its records concerning the Administrative Non-Tangible Collateral in such a manner as will enable the 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 designees to determine at any time the extent that any financing statement filed to perfect status of 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), Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtorxxxx xxxxxxx xxx Xxxxx xxxx xxxxxxxxxxx xxxxxxxxxx xxxx Xxxxxx, the Collateral xxx Xollateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (g) except as permitted by the Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, ; (h) 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its propertyEquipment and other Goods (as applicable); provided, as well as claims of any kind whichhowever, 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 that such Debtor shall not require the Parent or any Subsidiary be required to pay any such tax fee, tax, assessment or other charge so long as it shall contest if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings and shall set aside on proceedings, so long as forfeiture of any substantial part of its books adequate reserves with respect thereto in accordance with GAAPEquipment 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 reasonable request of the Administrative 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 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, ; (n) will keep all of the tangible Collateral in the continental United 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) States; and (o) willwill reimburse the Agent for all expenses, promptly upon including reasonable attorneys' fees and legal expenses, incurred by the Agent in seeking to collect or enforce any Responsible Officer rights in respect of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) 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 herewithDebtor's Collateral. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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, bad faith negligence or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall have no obligations or 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) Each Debtor: (i) will, upon request of the Administrative 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 Administrative Agent) and do such other acts and things (including including, delivery to the Administrative Agent of any Chattel Paper, Instruments or Certificated Securities which constitute Collateral), all as the Administrative 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 Liabilities; (and each Debtor ii) hereby authorizes the Administrative Agent to file any financing statement statements describing the collateral as "all property" or words of similar import, and to file other documents without its signature, such Debtor's signature (to the extent permitted by applicable law); (iii) will keep all its Inventory, and/or to file a copy of this Agreement as a financing statement in any jurisdiction)Equipment and all other Goods at, (b) 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 Agent not less than in the United States, 10 days' prior written notice, (civ) will give the Administrative Agent prompt notice (in any event within 30 days) of any shall not change its state of organization or incorporation or its name, identity or corporate organizational structure to the extent such that any financing statement filed to perfect the Administrative Agent’s 's interests under this Agreement would become seriously misleading as a result misleading, unless the Debtor shall have given the Agent not less than 10 days' prior written notice of such change (change, provided that this Section 6(c6(a)(iv) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement or Post-Petition Credit Agreement), ; (dv) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (vi) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (evii) will, subject to the terms of the Credit Agreement, will permit the Administrative Agent Agent, the Lenders and its their 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (fviii) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (gix) except as permitted 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 the Credit Agreementsimilar 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 and liens and security interests in favor Liens; (x) without limiting the provisions of Section 7.3 of the Administrative AgentCredit Agreement or Section 11.3 of the Post-Petition Credit Agreement, (h) 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) ), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent, ; (ixi) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted, ; (jxii) 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, ; (kxiii) will promptly pay prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative Agent, (i) cause to be noted on the applicable certificate, in the event any use of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby and other Goods; (ii) deliver all such certificates to the Administrative Agent or its designees, (mxiv) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (xv) except as listed on Schedule V, (n) will keep all of the tangible Collateral ---------- Collateral, Deposit Accounts and Investment Property in the United States States; and (other than Collateral xvi) will reimburse the Agent for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Agent), incurred by the Agent or any Arranger in transit from a supplier seeking to collect or vendor to a location enforce any rights in the United States or Collateral in transit to a customer) and (o) will, promptly upon any Responsible Officer respect of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim Debtor's Collateral. (as defined in Section 9-102 of the UCCb) 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs costs and Expenses expenses incurred by the 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 Administrative Agent shall have no obligations obligation or liabilities liability 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 Administrative 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 Administrative Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (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), 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 Agent not less than in the United States, 10 days' prior written notice; (c) will give keep its records concerning the Administrative Non-Tangible Collateral in such a manner as will enable the 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 designees to determine at any time the extent that any financing statement filed to perfect status of 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), Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (g) except as permitted by without limiting the provisions of Section 10.3 of the Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, (h) 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative 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 Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted, ; (kj) will pay prior subject to delinquency material taxes and governmental charges against it or any of its 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 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; 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (lk) will, upon reasonable request of the Administrative 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 Administrative Agent in the Equipment covered thereby thereby, and (ii) deliver all such certificates to the Administrative Agent or its designees, ; (ml) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, ; (nm) will keep all of the tangible Collateral in the United 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) States; and (on) willwill reimburse the Agent for all expenses, promptly upon including reasonable attorneys' fees and legal expenses, incurred by the Agent in seeking to collect or enforce any Responsible Officer rights in respect of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 Debtor's Collateral. Any expenses incurred without gross negligence or wilful misconduct on the part of the UCC) 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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, bad faith or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall have no obligations or liabilities regarding any of 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 Administrative 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 Administrative Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)things, all as the 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 (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 not maintain 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 place 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 business at any location all other than in the United Statesliens, claims and rights of third parties whatsoever), (c) will give keep, at its address shown on SCHEDULE I hereto, its records concerning the Collateral, which records will be of such character as will enable the Administrative Agent prompt notice (in any event within 30 days) of any change its state of organization or incorporation or its namedesignees to determine at any time the status of the Collateral, identity or corporate structure to the extent that any financing statement filed to perfect and no Debtor will, unless the Administrative Agent’s interests under this Agreement would become seriously misleading as a result of Agent shall otherwise consent in writing, duplicate any such change (provided that this Section 6(c) shall not be deemed to authorize records at any change or transaction prohibited under the Credit Agreement), other address; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (g) except as permitted by 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 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 transaction prohibited under the Credit Agreement, ) and (h) will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, (h) will at all times keep all its Inventory and other Goods insured 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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 pay prior to delinquency material taxes and governmental charges against it or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative 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 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, (n) will keep all of the tangible Collateral in the United 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 (o) 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 UCC) 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs and Expenses incurred by the 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 Administrative Agent shall have no obligations or 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 from time to time, deliver to the Administrative Agent, 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 Administrative Collateral Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Collateral Agent of any Instruments or Certificated Securities which constitute Collateral), all as are necessary or as the Administrative 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 (and each Debtor hereby authorizes the Administrative 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 Collateral Agent not less than in the United States, 10 days' prior written notice; (c) will give the Administrative Agent prompt notice (in any event within 30 days) of any not change its state of organization or incorporation or its name, identity or corporate structure to the extent such that any financing statement filed to perfect the Administrative Collateral Agent’s 's interests under this Agreement would become seriously misleading as a result 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 the Credit Agreement), change; (d) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Collateral Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (e) will furnish the Administrative Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors of such Debtor as the Administrative Collateral Agent may from time to time reasonably request, (e) will, subject to the terms of the Credit Agreement, permit the 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 an Event of Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon request of the Administrative 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 Administrative Collateral Agent, of the security interest of the Administrative Collateral Agent hereunder, ; (g) except as permitted by without limiting the provisions of Section 6.04 of the Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, (h) 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 Administrative Collateral Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Collateral Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the Administrative 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 Administrative Agent may determineIntercreditor Agreement) and such policies or certificates thereof shall, if the Administrative Collateral Agent so requests, be deposited with or furnished to the Administrative Collateral 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 Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted, ; (kj) will promptly pay prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its property, Equipment and other Goods (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 Agreementapplicable); provided that, the foregoing that such Debtor shall not require the Parent or any Subsidiary be required to pay any such tax fee, tax, assessment or other charge so long as it shall contest if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, proceedings; (lk) will, promptly upon reasonable request of the Administrative Collateral Agent, (iI) 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 Collateral Agent in to be noted on each certificate of title covering Equipment specified by the Equipment covered thereby Collateral Agent and (iiII) deliver all such certificates to the Administrative Collateral Agent or its designees, designee; (ml) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, ; (nm) will keep all of the tangible Collateral such Debtor's Deposit Accounts and Investment Property in the continental United States States; (n) will permit the 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 Collateral Agent during the existence of a Default, deliver to the Collateral Agent all of such records and papers; (o) will not create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Collateral in transit from a supplier or vendor to a location in the United States or Collateral in transit to a customer) Agent; and (op) will, promptly upon any Responsible Officer officer of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) in excess of $2,500,000), immediately notify the Administrative Collateral Agent in a writing signed by such Debtor of the details thereof of such commercial tort claim and grant to the Administrative 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 Administrative Collateral 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the Administrative 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 Administrative Collateral Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Collateral Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Collateral Agent for all Costs and Expenses incurred by the 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 AgentExpenses. Notwithstanding the foregoing, neither the Administrative Collateral Agent nor any other Benefited Party shall have no obligations any obligation or liabilities liability 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 Administrative 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 Administrative Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (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, and will not maintain any place of business at any location other than than, in the United States, ; (c) will give the Administrative Agent prompt notice (in any event within 30 days) of any not change its state of organization or incorporation or its name, identity or corporate structure to the extent such that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading as a result 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 Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (e) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (ef) will, subject to the terms of the Credit Agreement, permit the 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 an Event of a Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (fg) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (gh) except as permitted by the Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, ; (hi) 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative 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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its propertyEquipment and other Goods (as applicable); provided, as well as claims of any kind whichhowever, 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 that such Debtor shall not require the Parent or any Subsidiary be required to pay any such tax fee, tax, assessment or other charge so long as it shall contest if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings and shall set aside on proceedings, so long as forfeiture of any substantial part of its books adequate reserves with respect thereto in accordance with GAAPEquipment 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 Administrative 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 Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees, ; (mn) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, ; (no) will keep all of the tangible Collateral Collateral, Deposit Accounts and Investment Property in the continental United 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) States; and (op) 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 UCC) in excess of $2,500,00050,000, 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 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 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 the security interest in the Collateralcollateral granted to the Administrative Agent hereunder or in connection herewith, including including, without limitation, describing such property as “all assets (assets” or “all personal property)”, whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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 negligence or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall have no obligations or 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) willhereby authorizes the ------------------------- Agent to file (with or without the signature of such Debtor), and will upon request of the Administrative AgentAgent 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 Administrative Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)things, all as the Administrative 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 (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), 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 Agent not less than in the United States, thirty (30) days' prior written notice; (c) will give not change its type of organization from that listed on the Administrative financing statements filed on behalf of the Agent prompt notice (in any event within 30 days) or be the subject of any change its state of organization merger or incorporation or its name, identity or other corporate structure to reorganization unless the extent that any financing statement filed to perfect applicable Debtor shall have given the Administrative Agent’s interests under this Agreement would become seriously misleading as a result of such change Agent not less than thirty (provided that this Section 6(c30) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement), days' prior written notice; (d) will keep its records concerning the Subject Receivables in such a manner as will enable the Agent or its designees to determine at any time the status of the Subject Receivables; (e) will furnish the Administrative Agent such information concerning such Debtor, Debtor and the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (ef) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s Inventory and other Goods's Automobile Inventory, and to inspect, examine 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, Collateral; (fg) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (gh) except as for the sale or lease of Automobile Inventory in the ordinary course of its business 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 Lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, Liens; (hi) will at all times keep all of its Automobile Inventory and other Goods insured 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) ), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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) Automobile Inventory in good repair and condition and in good working or running order, ordinary wear and tear excepted, condition; (k) will pay prior to delinquency material taxes and governmental charges against it or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative 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 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, ; (nl) will keep all of the tangible Collateral Automobile Inventory in the United States States; (other than Collateral in transit m) will not change its name without providing thirty (30) days' prior written notice to the Agent; (n) if such Debtor has any Commercial Tort Claim against any Manufacturer arising out of the purchase by such Debtor of Automobile Inventory from such Manufacturer, and the amount of such Commercial Tort Claim exceeds $500,000, such Debtor shall provide to the Agent a supplier or vendor detailed description of such Commercial Tort Claim and this Agreement shall be amended to include a location in specific reference (sufficient under Section 9-108 of the United States or Collateral in transit UCC) to a customer) such Commercial Tort Claim; and (o) willacknowledges 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, promptly upon any Responsible Officer of subject to such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Debtor's rights under Section 9-102 509(d)(2) of the UCC) 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such each Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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 Administrative Agent shall have no obligations --------- obligation or liabilities liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement. This Agreement may be enforced only , except to the extent caused by the action gross negligence or wilful misconduct 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 undersignedAgent.

Agreements of the Debtors. Each Debtor The Debtors hereby agree to the following: (a) willwithin five (5) business days of execution hereof by all Parties, upon request of the Administrative 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 Administrative Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative Agent may from time to time reasonably request, to establish and maintain Debtors shall file a valid security interest motion in the Collateral (free of all other liensProceedings seeking authority from the Bankruptcy Court to enter into this Agreement; provided however, claims and rights of third parties whatsoeverthat, other than Permitted Liens) to secure in connection with such motion, the payment of the Liabilities (and each Debtor hereby authorizes the Administrative Agent Debtors shall use their reasonable best efforts to file any financing statement without its signaturethis Agreement under seal, and the Parties shall use their reasonable best efforts to the extent permitted by applicable law, and/or to file agree upon a copy summary of this Agreement as a financing statement for inclusion in any jurisdiction), the motion; (b) will not maintain the Debtors shall in good faith negotiate with the Committee, the Retiree Representatives, the ISWA and Contran the terms and provisions of the Consensual Plan and, if and as applicable, negotiate in good faith with the Committee, the Retiree Representatives and/or the ISWA the terms and provisions of any place Offer, Qualified Offer and the Qualified Alternative Plan (each as defined below), in each case consistent with the terms and provisions of business at any location other than in the United States, this Agreement; (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 Debtors shall file 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 furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, (e) will, subject to the terms of the Credit Agreement, permit the 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 an Event of Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, (f) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, (g) except as permitted by the Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, (h) will at all times keep all its Inventory and other Goods insured 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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 pay prior to delinquency material taxes and governmental charges against it or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative 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 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, (n) will keep all of the tangible Collateral in the United 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 (o) 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 UCC) 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 Consensual Plan in form and substance reasonably satisfactory acceptable to the Administrative AgentCommittee and Contran and in accordance with the provisions of Section 17 hereof. Each Debtor hereby authorizes The acceptance by the Committee and Contran of the Consensual Plan shall not be unreasonably withheld or delayed. The Debtors shall not (i) amend the Debtors' Plan other than by filing the Consensual Plan, (ii) file any other plan of reorganization or liquidation other than the Consensual Plan without the express written consent of the Committee or (iii) make any financing statementmaterial amendments to the Consensual Plan, continuation statementonce filed, without the consent of the Committee and amendment Contran (which consents shall not be unreasonably withheld or delayed); provided however, that in the event of a dispute between the Parties regarding whether a consent has been unreasonably withheld or delayed, the Parties consent to financing statement seeking resolution of such dispute by the Bankruptcy Court on an expedited basis of not less than two (2) business days notice, subject to the Bankruptcy Court's availability; (d) with respect to provisions relating to the 1114 Agreement (including without limitation, the treatment of Class A4 or Class A6 Claims), the Debtors shall file the Consensual Plan in form and substance reasonably acceptable to the Retiree Representatives, Contran and the Committee and in accordance with the provisions of Section 17 hereof. The acceptance of the Retiree Representatives, Contran and the Committee shall not be unreasonably withheld or delayed. With respect to provisions relating to the 1114 Agreement (including without limitation, the treatment of Class A4 or Class A6 Claims), the Debtors shall not (i) amend the Debtors' Plan other than by filing the Consensual Plan, (ii) file any other plan of reorganization or liquidation other than the Consensual Plan without the express written consent of the Committee or (iii) make any material amendments to the Consensual Plan, once filed, without the consent of the Retiree Representatives, Contran and the Committee (which consents shall not be unreasonably withheld or delayed); provided however, that in the event of a dispute between the Parties regarding whether a consent has been unreasonably withheld or delayed, the Parties consent to seeking resolution of such dispute by the Bankruptcy Court on an expedited basis of not less than two (2) business days notice, subject to the Bankruptcy Court's availability; (e) with respect to provisions relating to the 1113 Agreement, the Debtors shall file the Consensual Plan in form and substance reasonably acceptable to the ISWA, Contran and the Committee and in accordance with the provisions of Section 17 hereof. The acceptance of the ISWA, Contran and the Committee shall not be unreasonably withheld or delayed. With respect to provisions relating to the 1113 Agreement, the Debtors shall not make any material amendments to the Consensual Plan, once filed, without the consent of the ISWA, Contran and the Committee (which consents shall not be unreasonably withheld or delayed); provided however, that in the event of a dispute between the Parties regarding whether a consent has been unreasonably withheld or delayed, the Parties consent to seeking resolution of such dispute by the Bankruptcy Court on an expedited basis of not less than two (2) business days notice, subject to the Bankruptcy Court's availability; (f) except as otherwise provided herein, the Debtors shall not initiate or participate 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 discovery concerning matters arising prior to the Administrative Agent hereunder or in connection herewith. Any such financing statement or amendment may describe date hereof related to 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of Default shall be existingCommittee, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunderCommittee Members, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs and Expenses incurred by the 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 foregoingContran, the Administrative Agent Retiree Representatives or the ISWA; (g) the Debtors shall have no obligations or 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 not object to enforce or seek to enforce this subordinate, recharacterize, reclassify or otherwise adversely affect the CM Claims, the Contran Claims, the Retiree Claim, the Union Claim or, as set forth in the 1114 Agreement. This Agreement may not be enforced against any director, officerthe $116,000,000 Claim; provided however, employee, or stockholder that the Parties agree that except in the event of confirmation of the undersignedConsensual Plan, the Prepetition Dividend Claim shall be (i) subordinated to all allowed general unsecured claims against the Debtors; (ii) separately classified from all general unsecured claims against the Debtors; and (iii) not paid until all allowed general unsecured claims against the Debtors are fully paid and satisfied; (h) the Debtors shall in good faith take all reasonably necessary steps to support (i) the confirmation, consummation and effectiveness of the Consensual Plan; (ii) the consummation and effectiveness of the Qualified Alternative Plan (if confirmed); and (iii) approval of a combined disclosure statement related to the Consensual Plan and, if applicable, the Qualified Alternative Plan; (i) the Debtors shall seek approval of the 1114 Agreement only at the time of and in conjunction with obtaining confirmation of the Consensual Plan and shall seek approval of the 1114 Agreement in conjunction with obtaining confirmation of the Qualified Alternative Plan only with the express written consent of the Retiree Representatives, the Committee and the Potential Bidder (as defined below); provided however, that in the event that neither the Consensual Plan nor the Qualified Alternative Plan is confirmed, no Party shall seek approval of the 1114 Agreement without providing for a new and separate notice and hearing thereon; (j) the Debtors and their legal and financial advisors shall cooperate in good faith with the Committee, the Retiree Representatives and/or the ISWA in connection with any Offer or Qualified Offer, including without limitation, providing any Potential Bidder that has executed a confidentiality agreement with reasonably requested diligence information (not including competitively sensitive information if the Potential Bidder is a competitor of the Debtors or EWP) and access to the Debtors' facilities and management personnel and actively participating in the negotiation and drafting of any Definitive Agreement (as defined below), Qualified Alternative Plan or other related document or agreement as necessary or appropriate under the circumstances or as may reasonably be requested by any Party and/or Potential Bidder; and (k) the Debtors shall provide information reasonably requested by each of the Retiree Representatives, the ISWA and the Committee that is necessary for the Retiree Representatives, the ISWA and the Committee to fulfill their respective duties to their respective constituencies.

Agreements of the Debtors. Each Debtor will: (ai) will, upon request of the Administrative 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 Administrative Agent) and do such other acts and things (including including, delivery to the Administrative Agent Agent, Custodian, or Securities Intermediary, as appropriate, of any Instruments Instruments, Securities or Certificated Securities other Investment Property which constitute Collateral), all as the 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; (ii) so long as any of the Liabilities (and each Debtor hereby authorizes shall be outstanding or any commitment shall exist on the Administrative part of the Agent or any Lender Party with respect to file the creation of any financing statement Liabilities, not, without the express prior written consent of the Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase such Collateral which is pledged hereunder, or otherwise diminish or impair any of its signaturerights in, to or under any such Collateral, except to the extent permitted by applicable lawthe Credit Agreement; (iii) execute and deliver to the Agent such stock powers, and/or endorsements and similar documents relating to file a copy of this Agreement as a financing statement in the Collateral (including, but not limited to, any jurisdictioncustody agreement or account control agreement), satisfactory in form and substance to the Agent, as the Agent may reasonably request; (biv) not, without the express written consent of the Agent, amend, restate, modify or terminate the Custodian Control Agreement or any other agreement relating to the administration of the Collateral; (v) keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules II and III hereto or at such other addresses of which such Debtor shall have given the Agent not less than ten (10) days' prior written notice; (vi) keep its records concerning the Non-Tangible Collateral in such a manner as will enable the 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 designees to determine at any time the extent that any financing statement filed to perfect status of the Administrative Agent’s interests under this Agreement would become seriously misleading as a result of such change Non-Tangible Collateral; (provided that this Section 6(cvii) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement), (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral Collateral, the Account Debtors, the Custodian and the Account Debtors Securities Intermediary as the Administrative Agent may from time to time reasonably request, ; (eviii) will, subject to the terms of the Credit Agreement, permit the 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (fix) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder; (x) not, (g) except as permitted 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 the Credit Agreementsimilar 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 and liens and security interests in favor Liens; (xi) without limiting the provisions of Section 10.3 of the Administrative AgentCredit Agreement, (h) 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 Administrative Agent as its interest may appear (it being understood that (Aa) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (Bb) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) ), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent, ; (ixii) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted, ; (jxiii) 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; (xiv) promptly pay when due all license fees, (k) will pay prior to delinquency material taxes registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its property, as well as claims of any kind which, if unpaid, might become a Lien on any of its property, Equipment and 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, Goods; (lxv) will, upon reasonable request of the Administrative Agent, (ia) 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 thereby, and (iib) deliver all such certificates to the Administrative Agent or its designees, ; (mxvi) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (xvii) except as listed on Schedule VI, (n) 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 xviii) upon the United States or Collateral in transit to a customer) consummation of each Portfolio Investment provide the Agent with an updated Schedule I reflecting such Portfolio Investment and (o) will, promptly upon any Responsible Officer of take all such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) 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 further action as the Administrative Agent may determine, in its sole discretion, is necessary or advisable reasonably request 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 such Portfolio Investment; and (xix) reimburse the CollateralAgent for all expenses, including describing such property as “all assets reasonable attorney's fees and charges (or all personal propertyincluding time charges of attorneys who are employees of the Agent), whether now owned incurred by the Agent in seeking to collect or hereafter acquired” or words enforce any rights in respect of similar meaningsuch Debtor's Collateral. Any Costs and Expenses expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs costs and Expenses expenses incurred by the 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 Agent8. Notwithstanding the foregoing, the Administrative Agent shall have no obligations obligation or liabilities liability regarding the Collateral or any part 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 Administrative 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 Administrative Agent) and do such other acts and things (including including, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (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), 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 Agent not less than in the United States10 days' prior written notice, (c) will give keep its records concerning the Administrative Non-Tangible Collateral in such a manner as will enable the 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 designees to determine at any time the extent that any financing statement filed to perfect status of 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), Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (g) except as permitted 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 the Credit Agreementsimilar 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 and liens and security interests in favor of the Administrative Agent, Liens; (h) without limiting the provisions of Section 10.3 of the 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) ), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its property, as well as claims of any kind which, if unpaid, might become a Lien on any of its property, Equipment and other than Liens permitted by Section 10.8 of the Credit AgreementGoods; 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative 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 Administrative Agent in the Equipment covered thereby 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, ; (n) except as listed on Schedule V, will keep all of the tangible Collateral in the United 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) States; and (o) willwill reimburse the Agent for all expenses, promptly upon including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Agent), incurred by the Agent in seeking to collect or enforce any Responsible Officer rights in respect of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) 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 herewithDebtor's Collateral. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs costs and Expenses expenses incurred by the 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 Administrative Agent shall have no obligations obligation or liabilities liability 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 from time to time, deliver to the Administrative Agent, 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 Administrative Collateral Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Collateral Agent of any Instruments or Certificated Securities which constitute Collateral), all as are necessary or as the Administrative 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 Liabilities (and each Debtor hereby authorizes the Administrative 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 Collateral Agent not less than in the United States, 10 days' prior written notice; (c) will give the Administrative Agent prompt notice (in any event within 30 days) of any not change its state of organization or incorporation or its name, identity or corporate structure to the extent such that any financing statement filed to perfect the Administrative Collateral Agent’s 's interests under this Agreement would become seriously misleading misleading, unless such Debtor shall have given the Collateral Agent not less than 30 days' (or such shorter period as a result may be approved by the Collateral Agent in its sole discretion) 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), change; (d) will keep complete records concerning the Non-Tangible Collateral consistent with prudent business practices for similarly-situated companies; (e) will furnish the Administrative Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors of such Debtor as the Administrative Collateral Agent may from time to time reasonably request, (e) will, subject to the terms of the Credit Agreement, permit the 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 an Event of Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon request of the Administrative AgentCollateral Agent during the existence of a Default, 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 Administrative Collateral Agent, of the security interest of the Administrative Collateral Agent hereunder, ; (g) except as permitted by without limiting the provisions of Section 6.07 of the Credit Agreement or Section 9.2 of the Note Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, (h) 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 Administrative Collateral Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Collateral Agent shall promptly deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the Administrative 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 Administrative Agent may determineIntercreditor Agreement) and such policies or certificates thereof shall, if the Administrative Collateral Agent so requests, be deposited with or furnished to the Administrative Collateral Agent, ; (ih) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (i) without limiting the provisions of Section 6.06 of the Credit Agreement or Section 9.3 of the Note Agreement, (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, ; (kj) will pay prior to delinquency material taxes and governmental charges against it or any without limiting the provisions of its 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 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 Goods (as applicable); provided that, the foregoing that such Debtor shall not require the Parent or any Subsidiary be required to pay any such tax fee, tax, assessment or other charge so long as it shall contest if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, proceedings; (lk) will, promptly upon reasonable request of the Administrative AgentCollateral Agent during the existence of a Default, (iI) 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 Collateral 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, (n) will keep all of the tangible Collateral in the United 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 (o) 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 UCC) 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 noted on each certificate 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 title covering Equipment specified by 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs and Expenses incurred by the 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 Administrative Agent shall have no obligations or 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.and

Agreements of the Debtors. Each [Each][The] Debtor (a) will, upon request of the Administrative 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 Administrative Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (and each [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, and will not maintain any place of business at any location other than than, in the United States, ; (c) will give the Administrative Agent prompt notice (in any event within 30 days) of any not change its state of organization or incorporation or its name, identity or corporate structure to the extent such that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading as a result misleading, unless [such][the] 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 Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (e) will furnish the Administrative Agent such information concerning such [such][the] Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (ef) will, subject to the terms of the Credit Agreement, permit the 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 an Event of a Default) to inspect such [such][the] Debtor’s Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (fg) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (gh) except as permitted by the Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, ; (hi) 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such [such][the] Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative 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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its property, Equipment and other Goods (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 Agreementapplicable); provided that, the foregoing that [such][the] Debtor shall not require the Parent or any Subsidiary be required to pay any such tax fee, tax, assessment or other charge so long as it shall contest if the validity thereof is being contested by [such][the] Debtor in good faith by appropriate proceedings and shall set aside on proceedings, so long as forfeiture of any substantial part of its books adequate reserves with respect thereto in accordance with GAAPEquipment 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 Administrative 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 Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees, ; (mn) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, ; (no) will keep all of the tangible Collateral in the continental United States States; (other than Collateral p) except to the extent held with a Lender, will keep all Deposit Accounts and Investment Property in transit from a supplier or vendor to a location an aggregate amount in excess of $500,000 in the continental United States or Collateral in transit to a customer) States; and (oq) will, promptly upon any Responsible Officer of such [such][the] Debtor obtaining knowledge that such [such][the] Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) in excess of $2,500,00050,000, immediately notify the Administrative Agent in a writing signed by such [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 [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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable [applicable] Debtor. Whenever an Event of a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable [applicable] Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such [such][the] Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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 Administrative Agent shall have no obligations or 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 Administrative 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 Administrative Agent) and do such other acts and things (including including, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (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), 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 Agent not less than in the United States10 days' prior written notice, (c) will give keep its records concerning the Administrative Non-Tangible Collateral in such a manner as will enable the 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 designees to determine at any time the extent that any financing statement filed to perfect status of 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), Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s '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, examine 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 written request of the Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon written request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (g) except as permitted 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 the Credit Agreementsimilar 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 and liens and security interests in favor of the Administrative Agent, Liens; (h) without limiting the provisions of Section 10.3 of the 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) ), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its property, as well as claims of any kind which, if unpaid, might become a Lien on any of its property, Equipment and other than Liens permitted by Section 10.8 of the Credit AgreementGoods; 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable written request of the Administrative 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 Administrative Agent in the Equipment covered thereby 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, ; (n) except as listed on Schedule V, will keep all of the tangible Collateral in the United 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 States; (o) willshall perform materially all covenants, promptly upon stipulations, agreements and obligations under any Responsible Officer of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim Assigned Agreement; and (as defined in Section 9-102 of p) will reimburse the UCC) 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs expenses, including reasonable attorney's fees and Expenses charges (including time charges of attorneys who are employees of the Agent), incurred by the Administrative Agent in the exercise seeking to collect or enforce any rights in respect 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 Administrative Agent shall have no obligations or 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 undersignedsuch Debtor's Collateral.

Agreements of the Debtors. Each Debtor (a) will, upon request of ------------------------- the Administrative U.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 Administrative U.S. Collateral Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative U.S. Collateral Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative 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 Liabilities; (and each Debtor b) hereby authorizes the Administrative U.S. Collateral Agent to file any such financing statement statements and other documents without its signature, signature (to the extent permitted allowed by applicable law, and/or ); (c) will keep all its Inventory (other than Inventory which is leased to file a copy of this Agreement as a financing statement customers or in any jurisdictiontransit to or from customer locations), (b) 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 U.S. Collateral Agent not less than in the United States, 10 days' prior written notice; (cd) will give the Administrative Agent prompt notice (in any event within 30 days) of any shall not change its state of organization or incorporation or its name, identity or corporate structure to the extent such that any financing statement filed to perfect the Administrative U.S. Collateral Agent’s 's interests under this Agreement would become seriously misleading as a result misleading, unless the Debtor shall have given the U.S. Collateral Agent not less than 10 days' prior notice of such change (provided that this Section 6(c6(d) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement), ; (de) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the U.S. Collateral Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (f) will furnish the Administrative U.S. Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative U.S. Collateral Agent may from time to time reasonably request, ; (eg) will, subject to the terms of the Credit Agreement, will permit the Administrative U.S. Collateral 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative U.S. Collateral Agent during the existence of an Event of a Default, deliver to the Administrative U.S. Collateral Agent all of such records and papers, ; (fh) will, upon request of the Administrative U.S. 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 Administrative U.S. Collateral Agent, of the security interest of the Administrative 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 Equipment or as otherwise permitted by the Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, U.S. Collateral Agent for the benefit of the Secured Parties; (hj) 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 Administrative U.S. Collateral Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative U.S. Collateral Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the Administrative 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative U.S. Collateral Agent so requests, be deposited with or furnished to the Administrative U.S. Collateral 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 pay prior to delinquency material taxes and governmental charges against it or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative U.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 Administrative U.S. Collateral Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative U.S. Collateral Agent or its designees, ; (ml) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, ; (nm) will keep all of the tangible Collateral and Deposit Accounts in the continental United States (other than Collateral in transit from a supplier or vendor to a location or, in the United States or Collateral case of any Debtor, any province in transit to a customer) and (o) will, promptly upon any Responsible Officer Canada of such Debtor obtaining knowledge that which such Debtor has acquired a commercial tort claim given the U.S. Collateral Agent not less than 10 days prior written notice; and (as defined in Section 9-102 of n) will reimburse the UCC) in excess of $2,500,000U.S. Collateral Agent for all expenses, immediately notify including reasonable attorneys' fees and legal expenses, incurred by the Administrative U.S. Collateral Agent in a writing signed by seeking to collect or enforce any rights in respect of 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 herewithDebtor's Collateral. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the Administrative 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 Administrative U.S. Collateral Agent do any and all lawful acts and execute any and all proper documents required by the Administrative U.S. Collateral Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative U.S. Collateral Agent for all Costs reasonable costs and Expenses expenses incurred by the Administrative 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, bad faith negligence or willful misconduct of the Administrative U.S. Collateral Agent. Notwithstanding the foregoing, the Administrative U.S. Collateral Agent shall have no obligations or 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 Administrative 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 Administrative Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (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 the Administrative Agent not less than in the United States, 10 days' prior written notice; (c) will give the Administrative Agent prompt notice (in any event within 30 days) of any not change its state of organization or incorporation or its name, identity or corporate structure to the extent such that any financing statement filed to perfect the Administrative Agent’s 's interests under this Agreement would become seriously misleading as a result 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(cSECTION 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 Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (e) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (ef) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (fg) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (gh) except as permitted by the Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, ; (hi) 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative 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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its property, Equipment and other Goods (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 Agreementapplicable); provided that, the foregoing PROVIDED that such Debtor shall not require the Parent or any Subsidiary be required to pay any such tax fee, tax, assessment or other charge so long as it shall contest if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings and shall set aside on proceedings, so long as forfeiture of any substantial part of its books adequate reserves with respect thereto in accordance with GAAPEquipment 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 Administrative 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 Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees, ; (mn) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, ; (no) will keep all of the tangible Collateral Collateral, Deposit Accounts and Investment Property in the continental 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 (op) will, promptly upon any Responsible Officer officer of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) in excess of $2,500,000), immediately notify the Administrative Agent in a writing signed by such Debtor of the details thereof 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. 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 (q) will reimburse the Administrative Agent may determinefor all expenses, in its sole discretionincluding reasonable attorneys' fees and legal expenses, is necessary or advisable to perfect the security interest granted to incurred by the Administrative Agent hereunder in seeking to collect or enforce any rights in connection herewithrespect of such Debtor's Collateral. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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, bad faith negligence or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall have no obligations or 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 [Each][The] Debtor (a) will, upon request of the Administrative 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 Administrative Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (and each [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, and will not maintain any place of business at any location other than than, in the 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 Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (e) will furnish the Administrative Agent such information concerning such [such][the] Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (ef) will, subject to the terms of the Credit Agreement, permit the 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 an Event of Default) to inspect such [such][the] Debtor’s Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, ; (fg) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (gh) except as permitted by the Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, ; (hi) will at all times keep all its Inventory and other Goods insured 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such [such][the] Debtor and (B) whenever an Event of Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative 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 pay prior to delinquency material taxes and governmental charges against it or any of its 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, 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, ; (lm) will, upon reasonable request of the Administrative 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 Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees, ; (mn) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, ; (no) will keep all of the tangible Collateral in the continental United 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) States; and (op) will, promptly upon any Responsible Officer of such [such][the] Debtor obtaining knowledge that such [such][the] Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) in excess of $2,500,000500,000, immediately notify the Administrative Agent in a writing signed by such [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 [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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable [applicable] Debtor. Whenever an Event of Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable [applicable] Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such [such][the] Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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 Administrative Agent shall have no obligations or 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 Debtor: (a) will, upon request of the Administrative 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 Administrative Collateral Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)things, all as the Administrative 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 (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), Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its addresses shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Collateral Agent not less than in the United States, five business days' prior written notice; (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 furnish the Administrative Collateral Agent such information concerning such Debtor, Debtor and the Collateral and the Account Debtors as the Administrative Collateral Agent may from time to time reasonably request, ; (ed) will, subject to the terms of the Credit Agreement, will permit the Administrative Collateral 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 after the occurrence and during the existence continuance of an Event of a Default) to inspect such Debtor’s Inventory and other Goods's Inventory, and to inspect, examine 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 DebtorsCollateral, and will, upon request of the Administrative Collateral Agent after the occurrence and during the existence continuance of an Event of a Default, deliver to the Administrative Collateral Agent all of such records and papers, ; (fe) will, upon request without limiting the provisions of Section 5.3 of the Administrative Agent, stamp on its records concerning the Collateral Credit Agreement and add on all Chattel Paper constituting a portion Section 5.3 of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder, (g) except as permitted by the Credit Term Loan Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, (h) 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 Administrative 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 Event of Default shall be existingexists, the Administrative Agent shall deliver any such proceeds of such insurance which may be received by it paid directly to such Debtor and (B) whenever an Event of Default shall be existing, the 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 Administrative Agent may determineapplicable Debtor) and such policies or certificates thereof shall, if the Administrative Collateral Agent so requests, be deposited with or furnished to the Administrative Collateral Agent, ; and (if) will take reimburse the Collateral Agent for all reasonable expenses, including reasonable fees and charges of counsel, incurred by the Collateral Agent in seeking to collect or enforce any rights in respect of 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 pay prior to delinquency material taxes and governmental charges against it Debtor's Collateral. Notwithstanding the foregoing provisions of this Section 4 or any other provision of its propertythis Agreement, as well as claims of any kind which, if unpaid, might become a Lien TMG U.K. Delaware may keep Inventory at locations in Europe not listed 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 Schedules hereto and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative 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 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, (n) will keep all of the tangible Collateral in the United 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 (o) 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 UCC) 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 have no obligation 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 Agent's interest in the Collateral, including describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs and Expenses incurred by the 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 Administrative Agent shall have no obligations or 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 undersignedInventory.

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 Administrative 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 Administrative Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)things, all as the 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 (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), 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 Administrative Agent not less than in the United States, 30 days' prior written notice; (c) will give keep its records concerning the Non-Tangible Collateral in such a manner as will enable 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 designees to determine at any reasonable time the extent that any financing statement filed to perfect status of 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), Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 reasonable request of the Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon reasonable request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (g) except as for sale or lease of assets permitted by the Credit Agreement, and except for the licensing of such Debtor's Intellectual Property in the ordinary course of such Debtor's business upon fair and reasonable terms which are fully disclosed in writing in advance to the Administrative Agent, and the abandonment of Intellectual Property which is no longer useful the business or otherwise not economically desirable, will not sell, lease, license or assign any Collateral or create or permit to exist any lien Lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, Liens; (h) will at all times keep all of its Inventory and other Goods insured against loss, damage, theft and other risks to such extent as is customarily under policies maintained by companies similarly situated, in accordance with SECTION 4.8 of the Credit Agreement and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) Credit Agreement), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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; (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 in accordance with the Credit Agreement; (k) will pay prior promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof which is subject to delinquency material taxes and governmental charges against it or any certificate of its 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 Agreementtitle statutes; 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, will upon reasonable request of the Administrative 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 Administrative Agent in the Equipment covered thereby 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, ; (n) 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 VI, will keep all of the tangible Collateral in the United States 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 than 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 in transit from a supplier after the date hereof consisting of Documents or vendor to a location in the United States or Collateral in transit to a customer) and (o) 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 UCC) Instruments in excess of $2,500,00025,000, immediately 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 writing signed 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 Debtor 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 (w) will reimburse the 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 details thereof and grant to Administrative Agent), incurred by the Administrative Agent in seeking to collect or enforce any rights in respect of 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 herewithDebtor's Collateral. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses reasonable out-of-pocket expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable DebtorDebtors. Whenever an Event of Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement enforcement, and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs costs and Expenses expenses incurred by the 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 Administrative Agent shall have no obligations obligation or liabilities liability 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 Debtor: (ai) will, upon request of authorizes the Administrative Agent, execute such Agent to file any and all financing statements and other documents covering the Collateral or any part thereof as the Agent may reasonably require (and will pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including (a) delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute CollateralCollateral or (b) executing control agreements related to any Deposit Accounts owned by such Debtor), all as the 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; (ii) will keep all its Inventory, 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 not maintain any place of business at any location other than, its addresses shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Agent not less than in the United States, thirty (c30) days’ prior written notice; (iii) will give keep its records concerning the Administrative Accounts in such a manner as will enable the 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 designees to determine at any time the extent that any financing statement filed to perfect status of the Administrative Agent’s interests under this Agreement would become seriously misleading as a result of such change Accounts; (provided that this Section 6(c) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement), (div) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (ev) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of Default) to inspect such Debtor’s Inventory and other GoodsInventory, and to inspect, examine 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers; it being agreed that all such inspections or audits by the Agent shall be at such Debtor’s expense, provided that so long as no Event of Default or Unmatured Event of Default (fas defined in the Credit Agreement) exists, such Debtor shall not be required to reimburse the Agent for inspections, visits and appraisals or audits more frequently than once each fiscal year; (vi) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral Collateral, and add on all Chattel Paper and Instruments constituting a portion of the CollateralCollateral (unless delivered to the Agent), a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (gvii) except for the sale or lease of Inventory in the ordinary course of its business or as otherwise permitted by under 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 Liens and liens and security interests in favor Liens; (viii) without limiting the provisions of Section 10.3 of the Administrative AgentCredit Agreement, (h) 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 Administrative Agent as its interest may appear (it being understood that (Aa) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such applicable Debtor and (Bb) whenever an Event of Default shall be existing, the 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 Administrative Agent may determine) ), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent, ; (iix) 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 pay prior to delinquency material taxes and governmental charges against it or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative 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 Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees, (mx) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (xi) except as listed on Schedule VI, (n) will keep all of the tangible Collateral in the United States States; (xii) unless otherwise delivered to the Agent, will ensure that all Collateral consisting of Chattel Paper and Instruments shall contain a legend acceptable to the Agent indicating that such Chattel Paper or Instrument is subject to the security interest of the Agent contemplated by this Agreement; (xiii) will reimburse the Agent for all expenses, including reasonable attorney’s fees and charges incurred by the Agent in seeking to collect or enforce any rights in respect of such Debtor’s Collateral; (xiv) will not change its legal name or transact business under any other tradename without first giving 30 days’ prior written notice of its intent to do so to the Agent; (xv) will promptly notify the Agent of any Deposit Account (other than Collateral as identified on Schedule V hereto) opened or maintained by such Debtor after the date hereof and shall submit to the Agent a supplement to Schedule V to reflect such additional accounts (provided that such Debtor’s failure to do so shall not impair the Agent’s security interest therein) and with respect to any Deposit Account maintained by a depository institution other than the Agent, and as a condition to the establishment and maintenance of any such Deposit Account, such Debtor, the depository institution and the Agent shall execute and deliver an account control agreement in transit from a supplier or vendor form and substance satisfactory to a location the Agent which provides, among other things, for the depository institution’s agreement that it will comply with instructions originated by the Agent directing the disposition of the funds in the United States or Collateral in transit to a customerDeposit Account without further consent by such Debtor; and (xvi) and (o) will, promptly upon any Responsible Officer of such Debtor obtaining knowledge agrees that such Debtor has acquired a commercial tort claim LaSalle (as defined in Section 9-102 the Credit Agreement), as depository of the UCCDeposit Account(s) 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 determinelisted on Schedule V hereto, in its sole discretion, is necessary or advisable role as depository shall comply with all of Agent’s instructions with respect to perfect the security interest granted such Deposit Account(s) including directions as to the Administrative Agent hereunder or in connection herewithdisposition of funds therein, without further consent by any Debtor. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event Except for any damage caused by the willful misconduct or gross negligence of Default shall be existingthe Agent, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs and Expenses incurred by the 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 Administrative Agent shall have no obligations obligation or liabilities liability 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 Administrative 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 Administrative Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities Investment Property which constitute Collateral), all as the 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 (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), 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 I and II hereto or at such other addresses with respect to which such Debtor shall have given the Agent not less than in the United States, 10 days' prior written notice; (c) will give the Administrative Agent prompt notice (in any event within 30 days) of any not change its state of organization or incorporation or its name, identity or corporate structure 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 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 Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (e) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the applicable Account Debtors as the Administrative Agent may from time to time reasonably request, ; (ef) will, subject to the terms of the Credit Agreement, will permit the Administrative Agent or any Bank 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (fg) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (gh) except as permitted for the sale or lease of Inventory in the ordinary course of its business and the sale of Equipment which is no longer useful in its business or which is being replaced by the Credit Agreementsimilar Equipment, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent; (i) without limiting the provisions of Section 8.5 of the Credit Agreement, (h) will at all times keep all 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determinedetermine in accordance with the Credit Agreement) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative 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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its property, Equipment and other Goods (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 Agreementapplicable); 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (lm) will, upon reasonable request of the Administrative 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 Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees, ; (mn) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, ; (no) will keep all of the tangible Collateral in the United 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) owned by D&P Europe and/or D&P Asia); and (op) willwill reimburse the Agent for all expenses, promptly upon including reasonable attorneys' fees and legal expenses, incurred by the Agent in seeking to collect or enforce any Responsible Officer rights in respect of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) 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 herewithDebtor's Collateral. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs costs and Expenses expenses incurred by the 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, bad faith or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall have no obligations or 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 Administrative 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 Administrative Collateral Agent) and do such other acts and things (including without limitation delivery to the Administrative 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 Administrative 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 (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), Senior 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 Collateral Agent not less than in the United States, 30 days' prior written notice; (c) will give keep, at its addresses shown on Schedules I and II hereto, its records concerning the Administrative Non-Tangible Collateral, which records will be of such character as will enable the Collateral Agent prompt notice (in any event within 30 days) of any change its state of organization or incorporation or its namedesignees to determine at any time the status of the Non-Tangible Collateral, identity or corporate structure to and no Debtor will, unless the extent that Collateral Agent shall otherwise consent in writing, duplicate 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 records at any change or transaction prohibited under the Credit Agreement), other address; (d) will furnish the Administrative Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Collateral Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the Administrative Collateral 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 an Event of Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Collateral Agent during the existence of an Event of a Default, deliver to the Administrative Collateral Agent all of such records and papers, ; (f) will, upon request of the Administrative 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 Administrative Collateral Agent, of the security interest of the Administrative Collateral Agent hereunder, ; (g) except as permitted by for the Credit Agreementsale or lease of Inventory in the ordinary course of its business, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, (h) will at all times keep all its Inventory and other Goods insured 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent, the (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted, the condition such Debtor has customarily maintained Inventory; (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 pay prior to delinquency material taxes and governmental charges against it or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative 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 Administrative Collateral Agent in the Equipment covered thereby and thereby; (iil) deliver will prosecute diligently all such certificates applications now pending for trademarks, patents or copyrights which are material to the Administrative Agent or its designees, business; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the CollateralCollateral which are material to its business, including without limitation the duty to prosecute and/or defend against any and all suits contesting infringement or dilution of any Intellectual Property which is material to its business, any other suits containing allegations respecting the validity of the Collateral or any material portion thereof, and any suits claiming injury to the goodwill associated with any trademark which is material to its business; and (n) will keep reimburse the Collateral Agent for all of expenses, including without limitation reasonable attorneys' fees and legal expenses, incurred by the tangible Collateral Agent in the United States (other than Collateral seeking to collect or enforce any rights in transit from a supplier or vendor to a location in the United States or Collateral in transit to a customer) and (o) will, promptly upon any Responsible Officer respect of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) 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 herewithDebtor's Collateral. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the Administrative 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 Administrative Collateral Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Collateral Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Collateral Agent for all Costs costs and Expenses expenses incurred by the Administrative 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, bad faith or willful misconduct of the Administrative Agent5. Notwithstanding the foregoing, the Administrative Collateral Agent shall have no obligations obligation or liabilities liability 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 Administrative 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 Administrative Collateral Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)things, all as may be necessary or the Administrative 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 (and each Debtor hereby authorizes the Administrative 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 not maintain any place of business at any location other than in the 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 such that any financing statement filed to perfect the Administrative Collateral Agent’s 's interests under this Agreement would become seriously misleading as a result 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(c5(c) shall not be deemed to authorize any change or transaction prohibited under any Secured Instrument); (c) will keep its records concerning the Credit Agreement), Non-Tangible Collateral in such a manner as will enable the Collateral Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Administrative Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Collateral Agent may from time to time reasonably request, (e) will, subject to the terms of the Credit Agreement, permit the 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 an Event of Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, (f) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, (g) except as permitted by the Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, (h) will at all times keep all its Inventory and other Goods insured 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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 pay prior to delinquency material taxes and governmental charges against it or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative 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 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, (n) will keep all of the tangible Collateral in the United 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 (o) 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 UCC) 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs and Expenses incurred by the 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 Administrative Agent shall have no obligations or 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.reasonably

Agreements of the Debtors. Each Debtor (a) will, upon request of the Administrative 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 Administrative Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (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), 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 Agent not less than in the United States, 10 days' prior written notice; (c) will give keep its records concerning the Administrative Non-Tangible Collateral in such a manner as will enable the 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 designees to determine at any time the extent that any financing statement filed to perfect status of 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), Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (g) except as permitted 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 the Credit Agreementsimilar Equipment, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, ; (h) without limiting the provisions of Section 10.3 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its propertyEquipment and other Goods (as applicable); provided, as well as claims of any kind whichhowever, 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 that such Debtor shall not require the Parent or any Subsidiary be required to pay any such tax fee, tax, assessment or other charge so long as it shall contest if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings and shall set aside on proceedings, so long as forfeiture of any substantial part of its books adequate reserves with respect thereto in accordance with GAAPEquipment 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 reasonable request of the Administrative 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 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, ; (n) will keep all of the tangible Collateral in the United 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) States; and (o) willwill reimburse the Agent for all expenses, promptly upon including reasonable attorneys' fees and legal expenses, incurred by the Agent in seeking to collect or enforce any Responsible Officer rights in respect of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) 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 herewithDebtor's Collateral. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs costs and Expenses expenses, including reasonable attorneys' fees and legal expenses, incurred by the 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 Administrative Agent shall have no obligations or 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 Debtor: (a) will, upon request of the Administrative 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 Administrative Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (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), 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 Administrative Agent not less than in the United States, 30 days' prior written notice; (c) will give keep its records concerning the Non-Tangible Collateral in such a manner as will enable 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 designees to determine at any time the extent that any financing statement filed to perfect status of 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), Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the 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 after the occurrence and during the existence continuance of an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent after the occurrence and during the existence continuance of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon the reasonable request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (g) except as permitted by Section 8.2 of the Credit 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 Lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, Liens; (h) without limiting the provisions of Section 7.6 of the 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent 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 an Event net of Default shall be existing, the 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 Administrative Agent may determine) collection expenses and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative 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, ordinary wear and tear excepted, ; (jk) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipmentobsolete, worn out or surplus equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted, ; (kl) will promptly pay prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its property, Equipment and other Goods (as well as claims of any kind which, if unpaid, might become a Lien on any of its property, applicable) 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 items being contested by appropriate proceedings and shall set aside on its books if such Debtor maintains adequate reserves with respect thereto in accordance with GAAP, therefor; (lm) will, upon reasonable request of the Administrative 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 Administrative Agent in the Equipment covered thereby thereby, and (ii) deliver all such certificates to the Administrative Agent or its designees, ; (mn) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, (n) 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 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) Administrative Agent therefor; and (o) willwill reimburse the Administrative Agent for all reasonable expenses, 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 UCC) in excess of $2,500,000including without limitation Attorney Costs, immediately notify incurred by the Administrative Agent in a writing signed by seeking to collect or enforce any rights in respect of such Debtor Debtor's Collateral. Without limiting clause (a) of the details thereof immediately preceding paragraph, each Debtor shall, contemporaneously herewith, execute and grant deliver to the Administrative Agent in such writing a security interest therein Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the proceeds thereofforms of Exhibits A, with such writing to B and C hereto. Any loss benefits ("Benefits") under any insurance policy maintained by a Debtor shall be in form held as additional Collateral hereunder and: (A) so long as no Default shall have occurred and substance reasonably satisfactory to be continuing and any Loan is outstanding, the Administrative Agent. Each Debtor hereby authorizes , upon the filing 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 statementof the replacement, continuation statementsubstitution 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 amendment no Loan is outstanding, the Administrative Agent shall release such Benefits to financing statement 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 any jurisdiction and with any filing office such order of application 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses reasonable expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall have occurred and be existingcontinuing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents reasonably required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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 Administrative Agent shall have no obligations obligation or liabilities liability regarding the Collateral or any part 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 from time to time, deliver to the Administrative Agent, 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 Administrative Collateral Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Collateral Agent of any Instruments or Certificated Securities which constitute Collateral), all as are necessary or as the Administrative 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 Liabilities (and each Debtor hereby authorizes the Administrative 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 Collateral Agent not less than in the United States, 10 days’ prior written notice; (c) will give the Administrative Agent prompt notice (in any event within 30 days) of any not change its state of organization or incorporation or its name, identity or corporate structure to the extent such that any financing statement filed to perfect the Administrative Collateral Agent’s interests under this Agreement would become seriously misleading misleading, unless such Debtor shall have given the Collateral Agent not less than 30 days’ (or such shorter period as a result may be approved by the Collateral Agent in its sole discretion) 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), change; (d) will keep complete records concerning the Non-Tangible Collateral consistent with prudent business practices for similarly-situated companies; (e) will furnish the Administrative Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors of such Debtor as the Administrative Collateral Agent may from time to time reasonably request, (e) will, subject to the terms of the Credit Agreement, permit the 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 an Event of Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon request of the Administrative AgentCollateral Agent during the existence of a Default, 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 Administrative Collateral Agent, of the security interest of the Administrative Collateral Agent hereunder, ; (g) except as permitted by without limiting the provisions of Section 6.07 of the Credit Agreement or Section 9.2 of the Note Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, (h) 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 Administrative Collateral Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Collateral Agent shall promptly deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the Administrative 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 Administrative Agent may determineIntercreditor Agreement) and such policies or certificates thereof shall, if the Administrative Collateral Agent so requests, be deposited with or furnished to the Administrative Collateral Agent, ; (ih) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (i) without limiting the provisions of Section 6.06 of the Credit Agreement or Section 9.3 of the Note Agreement, (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, ; (kj) will pay prior to delinquency material taxes and governmental charges against it or any without limiting the provisions of its 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 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 Goods (as applicable); provided that, the foregoing that such Debtor shall not require the Parent or any Subsidiary be required to pay any such tax fee, tax, assessment or other charge so long as it shall contest if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, proceedings; (lk) will, promptly upon reasonable request of the Administrative AgentCollateral Agent during the existence of a Default, (iI) 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 Collateral Agent in to be noted on each certificate of title covering Equipment specified by the Equipment covered thereby Collateral Agent and (iiII) deliver all such certificates to the Administrative Collateral Agent or its designees, designee; (mI) 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) will permit the 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 Collateral Agent during the existence of a Default, deliver to the Collateral Agent all of such records and papers; (n) will keep all not create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the tangible Collateral 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 United States 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 Collateral in transit from a supplier or vendor 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 location control agreement in favor of the United States 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 Collateral in transit (ii) earlier than three Business Days prior to a customer) the date on which payroll must be made; and (os) will, promptly upon any Responsible Officer (as defined in the Credit Agreement), the general counsel or any assistant general counsel of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) in excess of Commercial Tort Claim having a value reasonably expected to exceed $2,500,000500,000, immediately notify the Administrative Collateral Agent in a writing signed by such Debtor of the details thereof of such commercial tort claim and grant to the Administrative 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 Administrative Collateral 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the Administrative 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 Administrative Collateral Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Collateral Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Collateral Agent for all Costs and Expenses incurred by the 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 AgentExpenses. Notwithstanding the foregoing, neither the Administrative Collateral Agent nor any other Benefited Party shall have no obligations any obligation or liabilities liability 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 Administrative 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 Administrative Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 (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), 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 Agent not less than in the United States, 10 days' prior written notice; (c) will give keep its records concerning the Administrative Non-Tangible Collateral in such a manner as will enable the 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 designees to determine at any time the extent that any financing statement filed to perfect status of 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), Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the 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 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 on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, Agent for the benefit of the Benefited Parties; (h) 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any use of its propertyEquipment and other Goods (as applicable); provided, as well as claims of any kind whichhowever, 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 that such Debtor shall not require the Parent or any Subsidiary be required to pay any such tax fee, tax, assessment or other charge so long as it shall contest if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings and shall set aside on proceedings, so long as forfeiture of any substantial part of its books adequate reserves with respect thereto in accordance with GAAPEquipment 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 reasonable request of the Administrative 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 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, ; (n) will keep all of the tangible Collateral in the continental United 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) States; and (o) willwill reimburse the Agent for all expenses, promptly upon including reasonable attorneys' fees and legal expenses, incurred by the Agent in seeking to collect or enforce any Responsible Officer rights in respect of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Section 9-102 of the UCC) 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 herewithDebtor's Collateral. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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 negligence or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall have no obligations or 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) Each Debtor: (i) will, upon request of the Administrative Agent, 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 Administrative Agent) and do such other acts and things (including including, delivery to the Administrative Agent of any Chattel Paper, Instruments or Certificated Securities which constitute Collateral), all as the Administrative 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 Liabilities; (and each Debtor ii) hereby authorizes the Administrative Agent to file any financing statement statements describing the collateral as "all property" or words of similar import, and to file other documents without its signature, such Debtor's signature (to the extent permitted by applicable law); (iii) will keep all its Inventory, and/or to file a copy of this Agreement as a financing statement in any jurisdiction)Equipment and all other Goods at, (b) 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 Agent not less than in the United States10 days' prior written notice, (civ) will give the Administrative Agent prompt notice (in any event within 30 days) of any shall not change its state of organization or incorporation or its name, identity or corporate organizational structure to the extent such that any financing statement filed to perfect the Administrative Agent’s 's interests under this Agreement would become seriously misleading as a result misleading, unless the Debtor shall have given the Agent not less than 10 days' prior written notice of such change (change, provided that this Section 6(c6(a)(iv) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement or Post-Petition Credit Agreement), ; (dv) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (vi) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (evii) will, subject to the terms of the Credit Agreement, will permit the Administrative Agent Agent, the Lenders and its their 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (fviii) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral Collateral, and add on all Chattel Paper constituting a portion of the 9 <PAGE> Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (gix) except as permitted 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 the Credit Agreementsimilar 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 and liens and security interests in favor Liens; (x) without limiting the provisions of Section 7.3 of the Administrative AgentCredit Agreement or Section 11.3 of the Post-Petition Credit Agreement, (h) 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) ), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent, ; (ixi) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted, ; (jxii) 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, ; (kxiii) will promptly pay prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative Agent, (i) cause to be noted on the applicable certificate, in the event any use of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby and other Goods; (ii) deliver all such certificates to the Administrative Agent or its designees, (mxiv) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (xv) except as listed on Schedule V, (n) will keep all of the tangible Collateral ---------- Collateral, Deposit Accounts and Investment Property in the United 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) States; and (oxvi) willwill reimburse the Agent for all expenses, promptly upon including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Agent), incurred by the Agent or any Responsible Officer Arranger in seeking to collect or enforce any rights in respect of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim Debtor's Collateral. (as defined in Section 9-102 of the UCCb) 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the Administrative 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs costs and Expenses expenses incurred by the 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 Administrative Agent shall have no obligations obligation or liabilities liability 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) willhereby authorizes the Agent to file (with or without the signature of such Debtor), and will upon request of the Administrative AgentAgent 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 Administrative Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)things, all as the Administrative 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 (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), 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 Agent not less than in the United States, thirty (30) days' prior written notice; (c) will give not change its type of organization from that listed on the Administrative financing statements filed on behalf of the Agent prompt notice (in any event within 30 days) or be the subject of any change its state of organization merger or incorporation or its name, identity or other corporate structure to reorganization unless the extent that any financing statement filed to perfect applicable Debtor shall have given the Administrative Agent’s interests under this Agreement would become seriously misleading as a result of such change Agent not less than thirty (provided that this Section 6(c30) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement), days' prior written notice; (d) will keep its records concerning the Subject Receivables in such a manner as will enable the Agent or its designees to determine at any time the status of the Subject Receivables; (e) will furnish the Administrative Agent such information concerning such Debtor, Debtor and the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (ef) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s Inventory and other Goods's Automobile Inventory, and to inspect, examine 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, Collateral; (fg) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (gh) except as for the sale or lease of Automobile Inventory in the ordinary course of its business 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 Lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, Liens; (hi) will at all times keep all of its Automobile Inventory and other Goods insured 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) ), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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) Automobile Inventory in good repair and condition and in good working or running order, ordinary wear and tear excepted, condition; (k) will pay prior to delinquency material taxes and governmental charges against it or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative 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 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, ; (nl) will keep all of the tangible Collateral Automobile Inventory in the United States States; (other than Collateral in transit m) will not change its name without providing thirty (30) days' prior written notice to the Agent; (n) if such Debtor has any Commercial Tort Claim against any Manufacturer arising out of the purchase by such Debtor of Automobile Inventory from such Manufacturer, and the amount of such Commercial Tort Claim exceeds $500,000, such Debtor shall provide to the Agent a supplier or vendor detailed description of such Commercial Tort Claim and this Agreement shall be amended to include a location in specific reference (sufficient under Section 9-108 of the United States or Collateral in transit UCC) to a customer) such Commercial Tort Claim; and (o) willacknowledges 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, promptly upon any Responsible Officer of subject to such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Debtor's rights under Section 9-102 509(d)(2) of the UCC) 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such each Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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 Administrative Agent shall have no obligations obligation or liabilities liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement. This Agreement may be enforced only , except to the extent caused by the action gross negligence or wilful misconduct 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 undersignedAgent.

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 Administrative 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 Administrative Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)things, all as the 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 (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), 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 Debtor shall have given the Administrative Agent not less than in the United States, 30 days' prior written notice; (c) will give keep its records concerning the Non-Tangible Collateral in such a manner as will enable 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 designees to determine at any reasonable time the extent that any financing statement filed to perfect status of 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), Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s 's Inventory and other Goods, and to inspect, examine 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 reasonable request of the Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (f) will, upon reasonable request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (g) except as for sale or lease of assets permitted by the Credit Agreement, and except for the licensing of Debtor's Intellectual Property in the ordinary course of Debtor's business upon fair and reasonable terms which are fully disclosed in writing in advance to the Administrative Agent, and the abandonment of Intellectual Property which is no longer useful the business or otherwise not economically desirable, will not sell, lease, license or assign any Collateral or create or permit to exist any lien Lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, Liens; (h) will at all times keep all of its Inventory and other Goods insured against loss, damage, theft and other risks to such extent as is customarily under policies maintained by companies similarly situated, in accordance with SECTION 4.8 of the Credit Agreement and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) Credit Agreement), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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; (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; (k) will pay prior promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof which is subject to delinquency material taxes and governmental charges against it or any certificate of its 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 Agreementtitle statutes; 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, will upon reasonable request of the Administrative 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 Administrative Agent in the Equipment covered thereby 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, ; (n) 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 VI, will keep all of the tangible Collateral in the United States 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 than 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 in transit from a supplier after the date hereof consisting of Documents or vendor to a location in the United States or Collateral in transit to a customer) and (o) 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 UCC) Instruments in excess of $2,500,00050,000, immediately 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 writing signed 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 Debtor 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 (v) will reimburse the 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 details thereof and grant to Administrative Agent), incurred by the Administrative Agent in such writing a security interest therein and seeking to collect or enforce any rights 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 respect 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 herewithDebtor's Collateral. 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses reasonable out-of-pocket expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, the 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 Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement enforcement, and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs costs and Expenses expenses incurred by the 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, bad faith or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall have no obligations obligation or liabilities liability 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 Administrative Agentfrom 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 Administrative Collateral Agent) and do such other acts and things (including delivery to the Administrative Collateral Agent of any Instruments or Certificated Securities which that constitute Collateral), all as the Administrative 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 (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), Liabilities; (b) will not maintain any place of business at any location other than in the 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 such that any financing statement filed to perfect the Administrative Collateral Agent’s interests under this Agreement would become seriously misleading as a result misleading, unless such Debtor shall have given the Collateral Agent not less than 30 days’ prior written notice of such change (provided that this Section 6(c6(b) shall not be deemed to authorize any change or transaction prohibited under the Credit Loan Agreement), ; (c) will keep its records concerning Non-Tangible Collateral in such a manner as will enable the Collateral Agent or its designees to determine at any time the status of such Non-Tangible Collateral; (d) will furnish the Administrative Collateral Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Collateral Agent may from time to time reasonably request, ; (e) will, subject to the terms of the Credit Agreement, permit the 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 an Event of Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, (f) will, upon request of the Administrative 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 reasonably satisfactory to the Administrative Collateral Agent, of indicating the security interest of the Administrative Collateral Agent hereunder, ; (gf) except for Permitted Liens and as otherwise permitted by the Credit Loan 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 and liens and security interests in favor of the Administrative Agent, Collateral; (hg) will at all times keep all its Inventory and other Goods insured under policies maintained with 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event Collateral Agent, and copies of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Collateral Agent so requests, be deposited with or furnished to the Administrative Agent, (i) will take such actions as are reasonably necessary to keep its Inventory in good repair Agent 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 pay prior to delinquency material taxes and governmental charges against it or any of its 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 shall set aside on its books adequate reserves with respect thereto Collateral Agent in accordance with GAAP, the terms of the Loan Agreement; (lh) will, upon reasonable request of the Administrative Collateral Agent, (i1) cause to be noted noted, on the applicable certificate, in the event certificate for any of its Equipment that is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby and of (ii) deliver all such certificates to the Administrative Agent or its designees, (mi) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, ; (nj) will not keep all any of its property, except motor vehicles and inventory in transit, or maintain any place of business at any location other than its addresses shown on Schedule II or such other locations as may be specified by such Debtor upon not less than 15 days’ prior written notice to the tangible Collateral Agent, 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 not maintain any place of business at any location other than in the United 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) States; and (ol) 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 UCC) in excess of $2,500,000Commercial Tort Claim, immediately notify the Administrative Collateral Agent in a writing signed by such Debtor of the details thereof and grant to the Administrative 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 Administrative Collateral Agent. Each Debtor hereby authorizes the filing Collateral Agent to file (without the signature of such Debtor) any financing statement, continuation statement, and statement or amendment to financing statement in any jurisdiction and with any filing office as the Administrative Collateral Agent may determine, in its sole discretion, is necessary or advisable to perfect the security interest interests granted to the Administrative Collateral Agent hereunder or in connection herewithhereunder. Any such financing statement or amendment may describe the Collateral in the same manner as described in this Agreement or any security agreement or pledge 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 Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of its the security interest in the Collateral, including describing such property as “all assets (assets” or “all personal property)”, whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses All reasonable expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existingexists, the Administrative Collateral Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Collateral Agent do any and all lawful acts and execute any and all proper documents required by the Administrative 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 Administrative Collateral Agent for all Costs reasonable costs and Expenses expenses incurred by the Administrative 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 result are found by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of the Administrative Collateral Agent. Notwithstanding the foregoingforegoing or any other provision of this Agreement, the Administrative Collateral Agent shall have no obligations does not assume any obligation of any Debtor under any contract or liabilities regarding other document included in 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 or 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 undersignedsecurity interest granted hereunder.

Agreements of the Debtors. (a) Each Debtor (ai) will, upon request of the Administrative 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 Administrative Agent) and do such other acts and things (including including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the 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 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; (and each Debtor ii) hereby authorizes the Administrative Agent to file any financing statement statements describing the collateral as “all property” or words of similar import, and to file other documents without its signature, signature (to the extent permitted allowed by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdictionlaws), ; (biii) will shall not maintain any place of business at any location other than in the 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 organizational structure to the extent such that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading as a result 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 6(c7(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 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 Administrative Agent not less than 30 days’ prior written notice; (dv) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (vi) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (evii) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s Inventory and other GoodsCollateral, and to inspect, examine 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 Administrative Agent during the existence of an Event of a Default, deliver to the Administrative Agent all of such records and papers, ; (fviii) will, upon request of the Administrative 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 Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (gix) except as permitted by the Amended and Restated Credit Agreement, will not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, ; (hx) will at all times keep all its Inventory Collateral insured as provided in the Amended and other Goods insured 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of Default shall be existing, the 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 Administrative Agent may determine) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent, ; (ixi) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear exceptedexcepted 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 than obsolete Equipment) 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 prior to delinquency material taxes when due all license fees, registration fees, taxes, assessments and governmental other charges which may be levied upon or assessed against it the ownership, operation, possession, maintenance, transfer or any use of its property, as well as claims of any kind which, if unpaid, might become a Lien on any of its property, other than Liens Collateral (except tax contests permitted by Section 10.8 of the Amended and Restated 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (lxiv) will, upon reasonable written request of the Administrative Agent, (iA) cause to be noted on the applicable certificate, in the event any of its Equipment Collateral is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment Collateral covered thereby thereby, and (iiB) deliver all such certificates to the Administrative Agent or its designees, ; (mxv) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, ; (nxvi) 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 States; (other than Collateral in transit from a supplier or vendor to a location in xvii) will reimburse the United States or Collateral in transit to a customer) Administrative Agent for all expenses, including reasonable attorneys’ fees and (o) willlegal expenses, 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 UCC) in excess of $2,500,000, immediately notify incurred by the Administrative Agent in a writing signed seeking to collect or enforce any rights in respect of such Debtor’s Collateral; and (xviii) will cause each insurance policy maintained by such Debtor of with respect to the details thereof Collateral to (i) name such Debtor and grant the Administrative Agent as insured parties thereunder (without any representation or warranty by or obligation upon the Administrative Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall be payable to the Administrative Agent in notwithstanding any action, inaction or breach of representation or warranty by such writing a security interest therein and in the proceeds thereofDebtor, with such writing to (iii) provide that there shall 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 no recourse against the Administrative Agent may determine, in its sole discretion, is necessary for payment of premiums or advisable to perfect the security interest granted 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 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 describing such property as “all assets insurer. (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. b) Any Costs and Expenses expenses incurred in protecting, preserving and maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunderthereunder and to directly enforce against the applicable obligors all obligations with respect to any Collateral, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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 Agent7. Notwithstanding the foregoing, the Administrative Agent shall have no obligations or liabilities regarding any of the Collateral or any thereof by reason of, or arising out of, this Agreement. This Agreement may be enforced only by . (c) With respect to its Intellectual Property, each Debtor agrees to execute or otherwise authenticate an agreement, in substantially the action of form set forth in Annex A hereto or otherwise in form and substance satisfactory to the Administrative Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Administrative Agent in such Intellectual Property with the U.S. Patent and no Trademark Office, the U.S. Copyright Office and any other Lender Party governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property. (d) Each Debtor agrees that should it obtain an ownership interest in any item of Intellectual Property after the date hereof (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall have automatically apply thereto, and (ii) any right individually such After-Acquired Intellectual Property and, in the case of trademarks, the goodwill symbolized thereby, shall automatically become part of the Collateral subject to enforce or seek the terms and conditions of this Agreement with respect thereto. Each Debtor shall give prompt written notice to enforce this Agreement. This Agreement may not be enforced against any directorthe Administrative Agent identifying the After-Acquired Intellectual Property, officer, employeeand such Debtor shall execute and deliver to the Administrative Agent with such written notice, or stockholder otherwise authenticate, an agreement substantially in the form of Annex B hereto or otherwise in form and substance satisfactory to the undersignedAdministrative Agent (an “IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property which IP Security Agreement Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

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 Administrative AgentAgent 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 Administrative Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)things, all as the Administrative 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 (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), 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 Agent not less than in the United States, thirty (30) days’ prior written notice; (c) will give not change its type of organization from that listed on the Administrative financing statements filed on behalf of the Agent prompt notice (in any event within 30 days) or be the subject of any change its state of organization merger or incorporation or its name, identity or other corporate structure to reorganization unless the extent that any financing statement filed to perfect applicable Debtor shall have given the Administrative Agent’s interests under this Agreement would become seriously misleading as a result of such change Agent not less than thirty (provided that this Section 6(c30) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement), days’ prior written notice; (d) will keep its records concerning the Subject Receivables in such a manner as will enable the Agent or its designees to determine at any time the status of the Subject Receivables; (e) will furnish the Administrative Agent such information concerning such Debtor, Debtor and the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, ; (ef) will, subject to the terms of the Credit Agreement, will permit the 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 an Event of a Default) to inspect such Debtor’s Inventory and other GoodsAutomobile Inventory, and to inspect, examine 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 Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, Collateral; (fg) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder, ; (gh) except as for the sale or lease of Automobile Inventory in the ordinary course of its business 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 Lien on or security interest in any Collateral other than Permitted Liens and liens and security interests in favor of the Administrative Agent, Liens; (hi) will at all times keep all of its Automobile Inventory and other Goods insured 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 Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever an Event of a Default shall be existing, the 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 Administrative Agent may determine) ), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the 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) Automobile Inventory in good repair and condition and in good working or running order, ordinary wear and tear excepted, condition; (k) will pay prior to delinquency material taxes and governmental charges against it or any of its 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 shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative 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 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, ; (nl) will keep all of the tangible Collateral Automobile Inventory in the United States States; (other than Collateral in transit m) will not change its name without providing thirty (30) days’ prior written notice to the Agent; (n) if such Debtor has any Commercial Tort Claim against any Manufacturer arising out of the purchase by such Debtor of Automobile Inventory from such Manufacturer, and the amount of such Commercial Tort Claim exceeds $500,000, such Debtor shall provide to the Agent a supplier or vendor detailed description of such Commercial Tort Claim and this Agreement shall be amended to include a location in specific reference (sufficient under Section 9-108 of the United States or Collateral in transit UCC) to a customer) such Commercial Tort Claim; and (o) willacknowledges 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, promptly upon any Responsible Officer of subject to such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (as defined in Debtor’s rights under Section 9-102 509(d)(2) of the UCC) 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 describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses expenses incurred in protecting, preserving and or maintaining any Collateral shall be borne by the applicable Debtor. Whenever an Event of Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such each Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all Costs reasonable costs and Expenses expenses incurred by the 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 Administrative Agent shall have no obligations obligation or liabilities liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement. This Agreement may be enforced only , except to the extent caused by the action gross negligence or wilful misconduct 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 undersignedAgent.