Common use of Protection of Collateral Agent’s Security Clause in Contracts

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s own expense to the extent and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s its own expense expense, to the extent required by the Credit Agreement; copies of all policies or certificates with respect to such insurance (i) shall be endorsed to the Collateral Agent’s reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and the Collateral Agent and the other relevant Secured Creditors as additional insureds), (ii) shall state that such insurance policies shall not be cancelled or materially revised without at least 30 days’ (or at least 10 days’ in the manner provided in case of nonpayment of premium) prior written notice thereof by the Secured Debt Agreementsinsurer to the Collateral Agent and (iii) shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its such Inventory and or Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any Assignor shall fail to so endorse and deposit copies of all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior written notice to such Assignor, to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of as otherwise provided in the Credit Agreement, the Collateral Agent shall, at the time such shall apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds required after a Noticed Event of Default in accordance with Section 7.4 hereof(it being understood that so long as no Noticed Event of Default has occurred and is continuing, the Collateral Agent will release any interest it has in the proceeds of any casualty insurance to the Assignors). Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor); (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Banks, the Agent and the Collateral Agent as additional insureds); (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent; and (iii) certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor7.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor); (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming the Collateral Agent as an additional insured); (ii) shall state that such insurance policies shall not be cancelled or materially revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent; and (iii) certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the CollateralCollateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right following reasonable prior written notice to such Assignor (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will ----------------------------------------- do nothing to impair the rights of the Collateral Agent in the CollateralCollateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s own expense to the extent and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligationa) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds permitted by Section 4.02(g) below, with respect to registration or pending application of insurance are each item of its IP Collateral for which such Grantor has standing to do so, each Grantor agrees, at its expense to take such actions may include actions in the United States Patent and Trademark Office, the United States Copyright Office and any other governmental authority located in the United States to maintain any such registered IP Collateral in full force and effect. (b) In the event that any Grantor becomes aware that any item of the IP Collateral is being infringed or misappropriated or diluted by a third party, such Grantor shall, to the extent that such Grantor has the legal right to do so, take such actions as such Grantor reasonably deems appropriate under the circumstances to protect such IP Collateral, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. (c) Except to the extent permitted below or as could not reasonably be expected to have a Material Adverse Effect, no Grantor shall knowingly do or knowingly permit any act or knowingly omit to do any act whereby any of its IP Collateral may reasonably be retained likely to lapse, be terminated or become invalid or unenforceable or dedicated to the public or lose the status of its trade secrets. (d) Except to the extent permitted below or as could not reasonably be expected to have a Material Adverse Effect, each Grantor shall take commercially reasonable actions to preserve and protect each item of its IP Collateral, and shall require that all licensed users of any such Trademarks abide by such Grantor’s applicable standards of quality with respect to the relevant Assignor pursuant products and services sold or provided under such Trademarks. (e) Each Grantor agrees that, should it obtain an ownership or other interest in any IP Collateral after the Closing Date (the “After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill of the business connected with the use thereof and symbolized thereby shall automatically become part of the IP Collateral subject to the terms and conditions of this Agreement with respect thereto. (f) At the time of delivery of annual financial statements pursuant to Section 6.01(a) of the Credit Agreement, Agreement and delivery of the related Compliance Certificate (or such later date as the Collateral Agent shallmay agree), at the time such proceeds of such insurance are distributed each Grantor shall (i) sign and deliver to the Secured CreditorsCollateral Agent one or more Intellectual Property Security Agreements, apply or supplements or amendments thereto, with respect to U.S. Patents and Patent applications, U.S. registered Trademarks and Trademark applications, and U.S. registered Copyrights and exclusive Copyright Licenses to U.S. registered Copyrights included in the After-Acquired Intellectual Property and which are IP Collateral, to the extent that such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability IP Collateral is not covered by any previous Intellectual Property Security Agreement or supplement or amendment thereto so signed and responsibility in connection with the Collateral acquired delivered by it and (ii) cooperate as reasonably necessary to enable the liability Collateral Agent to make prompt filings of any reasonably necessary recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate. (g) Notwithstanding the foregoing provisions of this Section 4.02 or elsewhere in this Agreement, nothing in this Agreement shall prevent any Grantor from abandoning or discontinuing the use or maintenance of any of its IP Collateral, or from failing to take action to enforce license agreements or pursue actions against infringers or take any other actions with respect to its IP Collateral, if such Assignor to pay the Obligations shall Grantor determines in no way be affected or diminished by reason of the fact its reasonable business judgment that such Collateral may be lostabandonment, destroyeddiscontinuance, stolenor failure to take action is desirable in the conduct of its business or if such abandonment, damaged discontinuance or for any reason whatsoever unavailable failure to such Assignortake action is otherwise permitted under the Credit Agreement.

Protection of Collateral Agent’s Security. (a) Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s own expense to the extent and permitted by subsection 4.02(h) below, with respect to registration or pending application of each item of its IP Collateral for which such Grantor has standing to do so, each Grantor agrees, at its expense, to take such actions which may include actions in the manner provided United States Patent and Trademark Office, the United States Copyright Office and any other governmental authority located in the Secured Debt Agreements. If United States to (i) maintain any Assignor shall fail to insure its Inventory such registered IP Collateral in full force and Equipment in accordance with effect, and (ii) pursue the preceding sentenceregistration and maintenance of each Patent, Trademark, or if Copyright registration, issuance or application included in such IP Collateral of such Grantor. (b) [Reserved]. (c) In the event that any Assignor Grantor becomes aware that any item of the Material IP Collateral is being infringed or misappropriated or diluted by a third party, such Grantor shall, to the extent that such Grantor has the legal right to do so, take such actions as such Grantor reasonably deems appropriate under the circumstances to protect such IP Collateral. (d) Each Grantor shall fail to so endorse and deposit all policies or certificates use statutory notice as is commercially practical in connection with respect thereto, its use of each item of the Material IP Collateral Agent shall have the right (but shall be under no obligation) to procure owned by such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insuranceGrantor. Except to the extent proceeds permitted by subsection 4.02(h) below, no Grantor shall knowingly do or knowingly permit any act or knowingly omit to do any act whereby any of insurance are its IP Collateral may reasonably be likely to lapse, be terminated or become invalid or unenforceable or dedicated to the public or lose the status of its trade secrets. (e) Except to the extent permitted by subsection 4.02(h) below, each Grantor shall take such actions to be retained preserve and protect each item of its IP Collateral, which include maintaining the quality of products and services offered under Trademarks included in the IP Collateral owned by such Grantor, consistent with the quality of the products and services as of the date hereof, and taking all reasonably necessary steps to ensure that all licensed users of any such Trademarks abide by the relevant Assignor pursuant applicable license’s terms with respect to the standards of quality. (f) Each Grantor agrees that, should it obtain an ownership or other interest in any IP Collateral after the Closing Date (the “After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill of the business connected with the use thereof and symbolized thereby shall automatically become part of the IP Collateral subject to the terms and conditions of this Agreement with respect thereto. (g) At the time of delivery of quarterly and annual financial statements pursuant to Section 6.01(a) and Section 6.01(b) of the Credit AgreementAgreement and delivery of the related Compliance Certificate, each Grantor shall (i) sign and deliver to the Collateral Agent shallone or more Intellectual Property Security Agreements, at the time such proceeds or supplements or amendments thereto, with respect to U.S. registered After-Acquired Intellectual Property or pending applications therefor or any other U.S. registration or application of such insurance are distributed IP Collateral to the Secured Creditors, apply extent that such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability IP Collateral is not covered by any previous Intellectual Property Security Agreement or supplement or amendment thereto so signed and responsibility in connection delivered by it; and (ii) cooperate as reasonably necessary to enable the Collateral Agent to make prompt filings of any reasonably necessary recordations with the Collateral acquired by it U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate. (h) Notwithstanding the liability foregoing provisions of this Section 4.02 or elsewhere in this Agreement, nothing in this Agreement shall prevent any Grantor from abandoning or discontinuing the use or maintenance of any of its IP Collateral, or from failing to take action to enforce license agreements or pursue actions against infringers or take any other actions with respect to its IP Collateral, if such Assignor to pay the Obligations shall Grantor determines in no way be affected or diminished by reason of the fact its reasonable business judgment that such Collateral may be lostabandonment, destroyeddiscontinuance, stolen, damaged or for any reason whatsoever unavailable failure to such Assignortake action is desirable in the conduct of its business.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the CollateralCollateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor No Pledgor will do nothing anything to impair in any material respect the rights of the Collateral Agent in the Collateral. Each Assignor Pledgor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s Pledgor's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement. If any Assignor such Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor such Pledgor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior notice to such Pledgor, to procure such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofor as otherwise provided in the Credit Agreement. Each Assignor Pledgor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor Pledgor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorPledgor unless such loss or damage is finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of any Secured Creditor or any agent of any Secured Creditor or the failure of a Secured Creditor, in exercising its remedies hereunder, to act in a commercially reasonable manner.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s its own expense expense, to the extent required by the Credit Agreement against fire, theft and all other risks to which such Collateral may be subject. All policies or certificates with respect to such insurance (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee), (ii) shall state that such insurance policies shall not be cancelled or revised without at least 30 days' (or at least 10 days' in the manner provided in case of nonpayment of premium) prior written notice thereof by the Secured Debt Agreementsinsurer to the Collateral Agent and (iii) shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its such Inventory and or Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the The Collateral Agent shall, at the time such may apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds required after an Event of Default in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor The Pledgor ----------------------------------------- will not do nothing anything to impair in any material respect the rights of the Collateral Agent in the Collateral. Each Assignor The Pledgor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s the Pledgor's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement. If any Assignor the Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor the Pledgor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior notice to the Pledgor, to procure such insurance and such Assignor the Pledgor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofor as otherwise provided in the Credit Agreement. Each Assignor The Pledgor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor the Pledgor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to the Pledgor unless such Assignorloss or damage is finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of any Secured Creditor or any agent of any Secured Creditor or the failure of a Secured Creditor, in exercising its remedies hereunder, to act in a commercially reasonable manner.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the CollateralCollateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s own expense expense, to the extent and in the manner provided in the Secured Debt AgreementsBank Credit Agreement. All policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor): (i) shall be endorsed to the Collateral Agent’s satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming the Collateral Agent as an additional insured); (ii) shall state that such insurance policies shall not be canceled or revised without 30 days’ prior written notice thereof by the insurer to the Collateral Agent; and (iii) shall be deposited with the Collateral Agent to the extent, at the times and in the manner specified in the Bank Credit Agreement. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the terms of the Credit Agreementrespective Secured Debt Agreements, the Collateral Agent shall, at the time such upon receipt of any proceeds of such from insurance are distributed to the Secured Creditorsmaintained by any Assignor, apply such proceeds in accordance with the terms of the Bank Credit Agreement, or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 9.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit Credit Agreement; all policies or certificates with respect thereto, to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse including, without limitation, by naming the Collateral Agent for all costs and expenses of procuring as additional insured or loss payee), (ii) shall state that such insurance. Except insurance policies shall not be cancelled or revised without at least 30 days' prior written notice thereof by the insurer to the extent proceeds Collateral Agent (or such shorter period of time as a particular insurance are permitted to be retained by company policy generally provides) and (iii) shall provide that the relevant Assignor pursuant respective insurers irrevocably waive any and all rights of subrogation with respect to the terms of Collateral Agent and the Credit Agreement, the Secured Creditors. The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof (it being understood that such insurance proceeds will be made available to the Borrower to the extent permitted by Section 4.02(f) of the Credit Agreement but otherwise such insurance proceeds shall be applied as set forth in Section 7.4 hereof). Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt Agreements; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled without 30 days' prior written notice thereof by the insurer to the Collateral Agent; and certified copies of such policies or certificates with respect thereto shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior written notice to such Assignor, to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the The Collateral Agent shall, at the time such any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor No Pledgor will do nothing anything to impair in any material respect the rights of the Collateral Agent in the Collateral. Each Assignor Pledgor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such AssignorPledgor’s own expense to the extent and in the manner provided in the Secured Debt AgreementsIndenture. If any Assignor such Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor such Pledgor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior notice to such Pledgor, to procure such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Col- lateral Agent for all reasonable costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofor as otherwise provided in the Indenture. Each Assignor Pledgor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor Pledgor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorPledgor unless such loss or damage is finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of any Secured Creditor or any agent of any Secured Creditor or the failure of a Secured Creditor, in exercising its remedies hereunder, to act in a commercially reasonable manner.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each no Assignor will do nothing anything to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral AgentAgent as an additional insured, loss payee and mortgagee, at such Assignor’s own expense to the extent and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentenceterms of the respective Secured Debt Agreements, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right upon provision of notice to the Parent (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the terms of Credit Agreement (or, after the Credit First Lien Obligations Termination Date, any other Secured Debt Agreement), the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with the Credit Agreement (or, after the First Lien Obligations Termination Date, in accordance with the instructions of the Required Secured Creditors), or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 7.5 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s its own expense expense, to the extent required by the Credit Agreement; copies of all policies or certificates with respect to such insurance (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and the Collateral Agent and the other relevant Secured Creditors as additional insureds), (ii) shall state that such insurance policies shall not be cancelled or materially revised without at least 30 days' (or at least 10 days' in the manner provided in case of nonpayment of premium) prior written notice thereof by the Secured Debt Agreementsinsurer to the Collateral Agent and (iii) shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its such Inventory and or Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any Assignor shall fail to so endorse and deposit copies of all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior written notice to such Assignor, to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of as otherwise provided in the Credit Agreement, the Collateral Agent shall, at the time such shall apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds required after a Noticed Event of Default in accordance with Section 7.4 hereof(it being understood that so long as no Noticed Event of Default has occurred and is continuing, the Collateral Agent will release any interest it has in the proceeds of any casualty insurance to the Assignors). Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.the

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without at least 30 days' prior written notice thereof by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except On a continuing basis, Pledgor shall, at its sole cost and expense, make, execute, acknowledge and deliver, and file and record in the proper filing and recording offices, all such instruments or documents, including, without limitation, appropriate financing and continuation statements and collateral agreements, and take all such action as otherwise permitted may reasonably be deemed necessary by Collateral Agent to carry out the intent and purposes of this Agreement, to assure and confirm to Collateral Agent the grant or perfection of a first priority security interest in the Pledged Collateral for the benefit of the Secured Debt AgreementsParties, and to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, Pledgor (i) will not enter into any agreement that would impair or conflict with Pledgor's obligations hereunder; (ii) will, from time to time, upon Collateral Agent's reasonable request, cause its books and records to be marked with such legends or segregated in such manner as Collateral Agent may reasonably specify and take or cause to be taken such other action and adopt such procedures as Collateral Agent may reasonably specify to give notice to or to perfect the security interest in the Pledged Collateral intended to be conveyed hereby; (iii) will, promptly following its becoming aware thereof, notify Collateral Agent of (A) any adverse determination in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office with respect to any Patent, Trademark or Copyright, or (B) the institution of any proceeding or any adverse determination in any Federal, state or local court or administrative body regarding Pledgor's claim of ownership in or right to use any of the Pledged Collateral, its right to register the Pledged Collateral, or its right to keep and maintain such registration in full force and effect; (iv) will maintain and protect the Pledged Collateral necessary for the operation of Pledgor's business; (v) will not permit to lapse or become abandoned any Pledged Collateral necessary for the operation of Pledgor's business, and will not settle or compromise any pending or future litigation or administrative proceeding with respect to the Pledged Collateral necessary for the operation of Pledgor's business, in each Assignor case, without the consent of Collateral Agent (such consent not to be unreasonably withheld or delayed); (vi) upon Pledgor obtaining knowledge thereof, will do nothing promptly notify Collateral Agent in writing of any event which may reasonably be expected to adversely affect the value or utility of the Pledged Collateral or any portion thereof necessary for the operation of Pledgor's business, the ability of Pledgor or Collateral Agent to dispose of the Pledged Collateral or any portion thereof or the rights and remedies of Collateral Agent in relation thereto, including, without limitation, a levy or threat of levy or any legal process against the Pledged Collateral or any portion thereof; (vii) will not license the Pledged Collateral other than licenses entered into by Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially adversely affects the right to receive payments thereunder, in any manner that would materially impair the value of the Pledged Collateral or the Lien on the Pledged Collateral intended to be granted to Collateral Agent for the benefit of Secured Parties without the consent of Collateral Agent; (viii) until Collateral Agent exercises its rights to make collection, will diligently keep adequate records respecting the Pledged Collateral; (ix) will furnish to Collateral Agent from time to time statements and amended schedules further identifying and describing the Pledged Collateral and such other materials evidencing or reports pertaining to the Pledged Collateral as Collateral Agent may from time to time reasonably request, all in reasonable detail; (x) will pay when due any and all material taxes, levies, maintenance fees, charges, assessments, license fees and similar taxes or impositions payable in respect of each item of Pledged Collateral; and (xi) will comply with all material laws, rules and regulations applicable to the Pledged Collateral the failure to comply with which would have a material adverse effect on the value or use of the Pledged Collateral or a material adverse effect on the Lien on the Pledged Collateral granted to the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s own expense to the extent and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignorhereunder.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Scheduled Inventory and Scheduled Equipment insured in favor of the Collateral Agent, at such Assignor’s its own expense expense, to the extent required of the Parent and in the manner provided in Borrowers under the Secured Debt AgreementsCredit Agreement against fire, theft and all other risks to which such Collateral may be subject; all policies or certificates with respect to such insurance shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as an additional insured and loss payee) and copies thereof shall be delivered upon request to the Collateral Agent. If any an Assignor shall fail to insure its such Scheduled Inventory and/or Scheduled Equipment to the extent required of the Parent and Equipment in accordance with the preceding sentenceBorrowers under the Credit Agreement, or if any such Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such Any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds shall be applied in accordance with Section 7.4 hereofthe Credit Agreement. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it it, and the liability of such Assignor to pay the Obligations its obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor Each Debtor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor Debtor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such AssignorDebtor’s own expense to the extent and in the manner provided herein and in the Secured Debt Agreementsother Credit Documents. All policies or certificates with respect to such material insurance (and any other material insurance maintained by such Debtor) shall (i) be endorsed to the Collateral Agent’s reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as mortgagee and/or lender loss payable and naming each of the Lenders and the Collateral Agent as additional insureds); (ii) state that such insurance policies shall not be canceled or materially revised without 30 days’ prior written notice thereof by the insurer to the Collateral Agent; and (iii) be delivered (or certified copies of such policies or certificates shall be delivered) to the Collateral Agent to the extent, at the times and in the manner specified in the Credit Documents. If any Assignor Debtor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor Debtor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor Debtor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained or expended by the relevant Assignor Debtor pursuant to the terms of the Credit AgreementDocuments, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured CreditorsParties, apply such proceeds in accordance with Section 7.4 hereofthe Credit Agreement. Each Assignor Debtor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor Debtor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorDebtor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral AgentAgent as an additional insured, loss payee and mortgagee, at such Assignor’s own expense to the extent and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentenceterms of the respective Secured Debt Agreements, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right upon provision of notice to the Borrower (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the terms of Credit Agreement (or, after the Credit Document Obligations Termination Date, any other Secured Debt Agreement), the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with the Credit Agreement (or, after the Credit Document Obligations Termination Date, in accordance with the instructions of the Required Senior Creditors), or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will ----------------------------------------- do nothing to impair the rights of the Collateral Agent in the CollateralCollateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be canceled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair Pledgor shall not take any action that impairs the rights of the Collateral Agent or any Secured Party in the Pledged Collateral. Each Assignor will Pledgor shall at all times keep its the Inventory and Equipment insured in favor insured, at Pledgor's own expense, to Collateral Agent's reasonable satisfaction against fire, theft and all other risks of the Collateral Agentkind customarily insured against, at in such Assignor’s own expense amounts and with such deductibles as would customarily be maintained under similar circumstances by operators of businesses similar to the business of Pledgor to the extent available at commercially reasonable rates. Each policy or certificate with respect to such insurance shall be endorsed to Collateral Agent's reasonable satisfaction for the benefit of Collateral Agent (including, without limitation, by naming Collateral Agent as an additional named insured and in sole loss payee as Collateral Agent may request) and such policy or certificate shall be delivered to Collateral Agent. Each such policy shall state that it cannot be cancelled without 30 days' prior written notice to Collateral Agent. At least 30 days prior to the manner provided in the Secured Debt Agreementsexpiration of any such policy of insurance, Pledgor shall deliver to Collateral Agent an extension or renewal policy or an insurance certificate evidencing renewal or extension of such policy. If any Assignor Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentencesuch Pledged Collateral to Collateral Agent's reasonable satisfaction, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation), following five (5) Business Days' prior written notice to Pledgor of its intention to do so, to advance funds to procure or renew or extend such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring thereof, with interest on all such insurance. Except to funds from the extent proceeds of insurance are permitted to be retained by date advanced until paid in full at the relevant Assignor pursuant to the terms of highest rate then in effect under the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit Credit Agreement; all policies or certificates with respect thereto, to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse including, without limitation, by naming the Collateral Agent for all costs and expenses of procuring as additional insured or loss payee), (ii) shall state that such insurance. Except insurance policies shall not be cancelled or revised without at least 30 days' prior written notice thereof by the insurer to the extent proceeds Collateral Agent and (iii) shall provide that the respective insurers irrevocably waive any and all rights of insurance are permitted to be retained by the relevant Assignor pursuant subrogation with respect to the terms of Collateral Agent and the Credit Agreement, the Secured Creditors. The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofhereof (it being understood that the receipt and distribution of such proceeds shall be subject to the provisions of Section 4.02 of the Credit Agreement). Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent hereunder shall, at the time such proceeds of such insurance are distributed to the Secured CreditorsCreditors hereunder, apply such proceeds in accordance with Section 7.4 hereof. If the Collateral Agent receives proceeds of insurance which are permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent will distribute such proceeds to such Assignor. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s its own expense expense, to the extent required by the Credit Agreement; copies of all policies or certificates with respect to such insurance (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and the Collateral Agent and the other relevant Secured Creditors as additional insureds), (ii) shall state that such insurance policies shall not be cancelled or materially revised without at least 30 days' (or at least 10 days' in the manner provided in case of nonpayment of premium) prior written notice thereof by the Secured Debt Agreementsinsurer to the Collateral Agent and (iii) shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its such Inventory and or Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any Assignor shall fail to so endorse and deposit copies of all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior written notice to such Assignor, to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of as otherwise provided in the Credit Agreement, the Collateral Agent shall, at the time such shall apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds required after a Noticed Event of Default in accordance with Section 7.4 hereof(it being understood that so long as no Noticed Event of Default has occurred and is continuing, the Collateral Agent will release any interest it has in the proceeds of any casualty insurance to the Assignors). Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by If Mortgagor fails to perform the Secured Debt Agreementscovenants and agreements contained in xxxx Xxxxgage, each Assignor will do nothing to impair or if any action or proceeding is commenced which affects the rights Mortgaged Property or title thereto or the interest of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of therein, including, but not limited to, eminent domain, or code enforcement, then the Collateral Agent, at such Assignor’s own expense to the extent Collateral Agent's option, may make such appearances, disburse such sums and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, take such action as the Collateral Agent deems necessary to protect Collateral Agent's interest herein, including, but not limited to, disbursement of attorneys' fees, payment, contest or compromise of any Lien which is prior to the Lien of this Mortgage, and entry upon the Property to make repairs. Any amounts disbursed by the Collateral Agent pursuant to this Paragraph 8, with interest thereon, shall become a portion of the Secured Obligations. Unless Mortgagor and the Collateral Agent agree to other terms of payment, such amounts shall be payable upon notice from the Collateral Agent to Mortgagor requesting payment thereof and shall bear interest from the date of disbursement at the default rate payable on Prime Rate Loans (the "Default Rate") stated in the Credit Agreement unless collection from Mortgagor of interest at such rate would be contrary to Applicable Law, in which event such amounts shall bear interest at the highest rate which may be collected from Mortgagor under Applicable Law. Mortgagor shall have the right (but to prepay such amounts in whole or in part at any time. Nothing contained in this Paragraph 8 shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse require the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected incur any expense or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for do any reason whatsoever unavailable to such Assignoract.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor ----------------------------------------- will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever what soever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair Pledgors shall not take any action that impairs the rights of the Collateral Agent or any Secured Party in the Pledged Collateral. Each Assignor will Pledgors shall at all times keep its the Inventory and Equipment insured in favor of the insured, at Pledgors' own expense, to Collateral Agent's reasonable satisfaction against fire, at theft and all other risks to which the Pledged Collateral may be subject, in such Assignor’s own expense amounts and with such deductibles as would be maintained by operators of businesses similar to the extent business of Pledgors or as Collateral Agent may otherwise reasonably require. Each policy or certificate with respect to such insurance shall be endorsed to Collateral Agent's satisfaction for the benefit of Collateral Agent (including, without limitation, by naming Collateral Agent as an additional ______________________________________ Footnote continued from previous page. named insured and in sole loss payee as Collateral Agent may request) and such policy or certificate shall be delivered to Collateral Agent. Each such policy or certificate shall state that such policy cannot be cancelled without 30 days' prior written notice to Collateral Agent. At least 30 days prior to the manner provided in the Secured Debt Agreementsexpiration of any such policy of insurance, Pledgors shall deliver to Collateral Agent an extension or renewal policy or an insurance certificate evidencing renewal or extension of such policy. If any Assignor Pledgors shall fail to insure its Inventory and Equipment in accordance with the preceding sentencesuch Pledged Collateral to Collateral Agent's reasonable satisfaction, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to advance funds to procure or renew or extend such insurance and such Assignor agrees Pledgors agree to promptly reimburse the Collateral Agent for all costs and expenses of procuring thereof, with interest on all such insurance. Except to funds from the extent proceeds of insurance are permitted to be retained by date advanced until paid in full at the relevant Assignor pursuant to the terms of highest rate then in effect under the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt AgreementsOn a continuing basis, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s own expense to the extent and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent Pledgor shall, at its sole cost and expense, make, execute, acknowledge and deliver, and file and record in the time proper filing and recording offices, all such proceeds instruments or documents, including, without limitation, appropriate financing and continuation statements and collateral agreements, and take all such action as may reasonably be deemed necessary by Collateral Agent to carry out the intent and purposes of such insurance are distributed this Agreement, to assure and confirm to Collateral Agent the grant or perfection of a first priority security interest in the Pledged Collateral for the benefit of the Secured CreditorsParties, apply such proceeds in accordance and to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with Section 7.4 hereofrespect to any Pledged Collateral. Each Assignor assumes all liability and responsibility in connection with Without limiting the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason generality of the fact foregoing, Pledgor (i) will not enter into any agreement that would impair or conflict with Pledgor's obligations hereunder; (ii) will, from time to time, upon Collateral Agent's reasonable request, cause its books and records to be marked with such legends or segregated in such manner as Collateral Agent may reasonably specify and take or cause to be losttaken such other action and adopt such procedures as Collateral Agent may reasonably specify to give notice to or to perfect the security interest in the Pledged Collateral intended to be conveyed hereby; (iii) will, destroyedpromptly following its becoming aware thereof, stolennotify Collateral Agent of (A) any adverse determination in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office with respect to any Patent, damaged Trademark or Copyright, or (B) the institution of any proceeding or any adverse determination in any Federal, state or local court or administrative body regarding Pledgor's claim of ownership in or right to use any of the Pledged Collateral, its right to register the Pledged Collateral, or its right to keep and maintain such registration in full force and effect; (iv) will maintain and protect the Pledged Collateral necessary for any reason whatsoever unavailable to such Assignor.the operation of Pledgor's business; DRAFT: March 21, 1997 8:48AM H:\WPCDOCS\1186\141501

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each no Assignor will do nothing anything to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral AgentAgent as an additional insured, loss payee and mortgagee, at such Assignor’s own expense to the extent and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentenceterms of the respective Secured Debt Agreements, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right upon provision of notice to the Parent (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the terms of Credit Agreement (or, after the Credit First Lien Obligations Termination Date, any other Secured Debt Agreement), the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with the Credit Agreement (or, after the First Lien Obligations Termination Date, in accordance with the instructions of the Required Senior Creditors), or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 7.5 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except On a continuing ----------------------------------------- basis, Pledgor shall, at its sole cost and expense, make, execute, acknowledge and deliver, and file and record in the proper filing and recording offices, all such instruments or documents, including, without limitation, appropriate financing and continuation statements and collateral agreements, and take all such action as otherwise permitted may reasonably be deemed necessary by Collateral Agent to carry out the intent and purposes of this Agreement, to assure and confirm to Collateral Agent the grant or perfection of a first priority security interest in the Pledged Collateral for the benefit of the Secured Debt AgreementsParties, and to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, Pledgor (i) will not enter into any agreement that would impair or conflict with Pledgor's obligations hereunder; (ii) will, from time to time, upon Collateral Agent's reasonable request, cause its books and records to be marked with such legends or segregated in such manner as Collateral Agent may reasonably specify and take or cause to be taken such other action and adopt such procedures as Collateral Agent may reasonably specify to give notice to or to perfect the security interest in the Pledged Collateral intended to be conveyed hereby; (iii) will, promptly following its becoming aware thereof, notify Collateral Agent of (A) any adverse determination in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office with respect to any Patent, Trademark or Copyright, or (B) the institution of any proceeding or any adverse determination in any Federal, state or local court or administrative body regarding Pledgor's claim of ownership in or right to use any of the Pledged Collateral, its right to register the Pledged Collateral, or its right to keep and maintain such registration in full force and effect; (iv) will maintain and protect the Pledged Collateral necessary for the operation of Pledgor's business; (v) will not permit to lapse or become abandoned any Pledged Collateral necessary for the operation of Pledgor's business, and will not settle or compromise any pending or future litigation or administrative proceeding with respect to the Pledged Collateral necessary for the operation of Pledgor's business, in each Assignor case, without the consent of Collateral Agent (such consent not to be unreasonably withheld or delayed); (vi) upon Pledgor obtaining knowledge thereof, will do nothing promptly notify Collateral Agent in writing of any event which may reasonably be expected to adversely affect the value or utility of the Pledged Collateral or any portion thereof necessary for the operation of Pledgor's business, the ability of Pledgor or Collateral Agent to dispose of the Pledged Collateral or any portion thereof or the rights and remedies of Collateral Agent in relation thereto, including, without limitation, a levy or threat of levy or any legal process against the Pledged Collateral or any portion thereof; (vii) will not license the Pledged Collateral other than licenses entered into by Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially adversely affects the right to receive payments thereunder, in any manner that would materially impair the value of the Pledged Collateral or the Lien on the Pledged Collateral intended to be granted to Collateral Agent for the benefit of Secured Parties without the consent of Collateral Agent; (viii) until Collateral Agent exercises its rights to make collection, will diligently keep adequate records respecting the Pledged Collateral; (ix) will furnish to Collateral Agent from time to time statements and amended schedules further identifying and describing the Pledged Collateral and such other materials evidencing or reports pertaining to the Pledged Collateral as Collateral Agent may from time to time reasonably request, all in reasonable detail; (x) will pay when due any and all material taxes, levies, maintenance fees, charges, assessments, license fees and similar taxes or impositions payable in respect of each item of Pledged Collateral; and (xi) will comply with all material laws, rules and regulations applicable to the Pledged Collateral the failure to comply with which would have a material adverse effect on the value or use of the Pledged Collateral or a material adverse effect on the Lien on the Pledged Collateral granted to the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s own expense to the extent and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignorhereunder.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense expense, to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement. All policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor): (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming the Collateral Agent as an additional insured); (ii) shall state that such insurance policies shall not be canceled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent; and (iii) shall be deposited with the Collateral Agent to the extent, at the times and in the manner specified in the Credit Agreement. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the terms of the Credit Agreementrespective Secured Debt Agreements, the Collateral Agent shall, at the time such upon receipt of any proceeds of such from insurance are distributed to the Secured Creditorsmaintained by any Assignor, apply such proceeds in accordance with the terms of the Credit Agreement, or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 9.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will ----------------------------------------- do nothing to impair the rights of the Collateral Agent in the CollateralCollateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s own expense to the extent and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentenceterms of the Credit Agreement, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the terms of Credit Agreement (or, after the Credit Document Obligations Termination Date, any other Secured Debt Agreement), the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with the Credit Agreement (or, after the Credit Document Obligations Termination Date, in accordance with the instructions of the Required Senior Creditors), or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt Agreements; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor); (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the the Collateral Agent and the other Secured Creditors as additional insureds); (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent; and (iii) certified copies of such policies or certificates shall be deposited with the Collateral Agent to the extent, at the times and in the manner specified in the Credit Agreement. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the terms of Credit Agreement (or, after the Credit Document Obligations Termination Date, any other Secured Debt Agreement), the Collateral Agent shall, at the time such upon receipt of any proceeds of such from insurance are distributed to the Secured Creditorsmaintained by any Assignor, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility the Credit Agreement (or, after the Credit Document Obligations Termination Date, in connection accordance with the Collateral acquired by it and instructions of the liability of such Assignor to pay Required Secured Creditors), or after the Obligations shall in no way be affected have been accelerated or diminished by reason of the fact that such Collateral may be lostotherwise become due and payable, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignorwith Section 8.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the CollateralCollateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be canceled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair Pledgor shall not take any action that impairs the rights of the Collateral Agent or any Secured Party in the Pledged Collateral. Each Assignor will Pledgor shall at all times keep its Inventory and the Equipment insured in favor of the Collateral Agent, at Pledgor's own expense, to Collateral Agent's reasonable satisfaction against fire, theft and all other risks to which the Pledged Collateral may be subject, in such Assignor’s own expense amounts and with such deductibles as would be maintained by operators of businesses similar to the extent business of Pledgor or as Collateral Agent may otherwise require. Pledgor may self-insure in reasonable amounts. Each policy or certificate with respect to such insurance shall be endorsed for the benefit of Collateral Agent (including, without limitation, by naming Collateral Agent as an additional named insured and/or loss payee, as applicable, as Collateral Agent may request) and in such policy or certificate shall be delivered to Collateral Agent. Each such policy shall state that it cannot be canceled without 30 days' prior written notice to Collateral Agent. At least 30 days prior to the manner provided in the Secured Debt Agreementsexpiration of any such policy of insurance, Pledgor shall deliver to Collateral Agent an extension or renewal policy or an insurance certificate evidencing renewal or extension of such policy. If any Assignor Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, such Pledged Collateral or if any Assignor Pledgor shall fail to so endorse and deposit deposit, or to extend or renew, all such insurance policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to advance funds to procure or renew or extend such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring thereof, with interest on all such insurance. Except to funds from the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, date advanced at the time such proceeds of such insurance are distributed to highest rate then in effect under the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorIndenture.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair Pledgor shall not take any action that impairs the rights of the Collateral Agent or any Secured Party in the Pledged Collateral. Each Assignor will Pledgor shall at all times keep its the Inventory and Equipment insured in favor of the insured, at Pledgors' own expense, to Collateral Agent's satisfaction against fire, at theft and all other risks to which the Pledged Collateral may be subject, in such Assignor’s own expense amounts and with such deductibles as would be maintained by operators of businesses similar to the extent business of Pledgor or as Collateral Agent may otherwise reasonably require. Each policy or certificate with respect to such insurance shall be endorsed to Collateral Agent's satisfaction for the benefit of Collateral Agent (including, without limitation, by naming Collateral Agent as an additional named insured and in sole loss payee as Collateral Agent may request) and such policy or certificate shall be delivered to Collateral Agent. Each such policy shall state that it cannot be cancelled without thirty (30) days' prior written notice to Collateral Agent. At least thirty (30) days prior to the manner provided in the Secured Debt Agreementsexpiration of any such policy of insurance, Pledgor shall deliver to Collateral Agent an extension or renewal policy or an insurance certificate evidencing renewal or extension of such policy. If any Assignor Pledgor shall fail to insure its Inventory such Pledged Collateral to Collateral Agent's satisfaction or if Pledgor shall fail so to endorse and Equipment in accordance with the preceding sentencedeposit, or if any Assignor shall fail to so endorse and deposit extend or renew, all such insurance policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to advance funds to procure or renew or extend such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring thereof, with interest on all such insurance. Except to funds from the extent proceeds of insurance are permitted to be retained by date advanced until paid in full at the relevant Assignor pursuant to highest rate then in effect under the terms of the Amended and Restated Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor Each Debtor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor Debtor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such AssignorDebtor’s own expense to the extent and in the manner provided herein and in the Secured Debt Obligation Agreements. All policies or certificates with respect to such material insurance (and any other material insurance maintained by such Debtor) shall (i) be endorsed to the Collateral Agent’s reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Lenders, the Collateral Agent and the Collateral Agent as additional insureds); (ii) state that such insurance policies shall not be canceled or materially revised without 30 days’ prior written notice thereof by the insurer to the Collateral Agent; and (iii) be delivered (or certified copies of such policies or certificates shall be delivered) with the Collateral Agent to the extent, at the times and in the manner specified in the Secured Obligation Agreements. If any Assignor Debtor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor Debtor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor Debtor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained or expended by the relevant Assignor Debtor pursuant to the terms of the Credit AgreementSecured Obligation Agreements, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured CreditorsParties, apply such proceeds in accordance with Section 7.4 hereofthe Credit Agreement. Each Assignor Debtor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor Debtor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorDebtor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s its own expense expense, to the extent required by the Credit Agreement against fire, theft and in all other risks to which such Collateral may be subject; all policies or certificates with respect to such insurance shall be endorsed to the manner provided in Collateral Agent's satisfaction for the Secured Debt Agreementsbenefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Lenders, the Agents and the Collateral Agent as additional insureds) and deposited with the Collateral Agent. If any Assignor shall fail to insure its such Inventory and Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except to Upon the extent proceeds occurrence and during the continuance of insurance are permitted to be retained by the relevant Assignor pursuant to the terms an Event of Default (or a Default under Section 9.1(a) or (e) of the Credit Agreement), the Collateral Agent shall, at the time such may apply any proceeds of such insurance are distributed required to the Secured Creditors, apply such proceeds be maintained pursuant to this Section 6.1 in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each No Assignor will do nothing anything to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such the Assignor’s 's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Assignor) (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee), (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent (but only 10 days' prior written notice of cancellation for failure to make payments under such policies), (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Debt AgreementsParties and (iv) shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the The Collateral Agent shall, at the time such may apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such the Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by (a) In the Secured Debt Agreements, each Assignor will do nothing to impair the rights event that any Grantor becomes aware that any item of the Material IP Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agentis being infringed or misappropriated or diluted by a third party, at such Assignor’s own expense Grantor shall, to the extent and in that such Grantor has the manner provided in legal right to do so, take such actions as such Grantor reasonably deems appropriate under the Secured Debt Agreements. If any Assignor shall fail circumstances to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right protect such Material IP Collateral. (but shall be under no obligationb) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds permitted by Section 4.02(f), no Grantor shall knowingly do or knowingly permit any act or knowingly omit to do any act whereby any of insurance are its Material IP Collateral may reasonably be likely to lapse, be terminated or become invalid or unenforceable or dedicated to the public or lose the status of its trade secrets. (c) Except to the extent permitted below or where failure to do so could not reasonably be expected to have a Material Adverse Effect, each Grantor shall take commercially reasonable actions to preserve and protect each item of its Material IP Collateral, and shall require that all licensed users of any such Trademarks abide by such Grantor’s applicable standards of quality with respect to the products and services sold or provided under such Trademarks. (d) Each Grantor agrees that, should it obtain any ownership or other right, title or interest in or to any IP Collateral after the Closing Date including, without limitation, by such Grantor (or any Person on such Grantor’s behalf) filing an application for IP Collateral, acquiring or creating IP Collateral, or being licensed any Intellectual Property, or by virtue of any Intellectual Property being deemed to be retained by included in the relevant Assignor pursuant Collateral because it is no longer an Excluded Asset (the “After-Acquired Intellectual Property”), (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill of the business connected with the use thereof and symbolized thereby, shall automatically become part of the IP Collateral, subject to the terms and conditions of this Agreement with respect thereto. (e) At the time of delivery of annual financial statements pursuant to Section 6.01(a) of the Credit Agreement, Agreement and delivery of the related Compliance Certificate (or such later date as the Collateral Agent shallmay agree), at the time such proceeds of such insurance are distributed each Grantor shall (i) sign and deliver to the Secured CreditorsCollateral Agent one or more Intellectual Property Security Agreements, apply or supplements or amendments thereto, with respect to U.S. Patents and Patent applications, U.S. registered Trademarks and Trademark applications, and U.S. registered Copyrights and exclusive Copyright Licenses to U.S. registered Copyrights included in the After-Acquired Intellectual Property and which are IP Collateral, to the extent that such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability IP Collateral is not covered by any previous Intellectual Property Security Agreement or supplement or amendment thereto so signed and responsibility in connection with the Collateral acquired delivered by it and (ii) cooperate as reasonably necessary to enable the liability Collateral Agent to make prompt filings of any reasonably necessary recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate. (f) Notwithstanding the foregoing provisions of this Section 4.02 or elsewhere in this Agreement, nothing in this Agreement shall prevent any Grantor from abandoning or discontinuing the use or maintenance of any of its IP Collateral, or from failing to take action to enforce license agreements or pursue actions against infringers or take any other actions with respect to its IP Collateral, if such Assignor to pay the Obligations shall Grantor determines in no way be affected or diminished by reason of the fact its reasonable business judgment that such Collateral may be lostabandonment, destroyeddiscontinuance, stolenor failure to take action is desirable in the conduct of its business or if such abandonment, damaged discontinuance or for any reason whatsoever unavailable failure to such Assignortake action is otherwise permitted under the Credit Agreement.

Protection of Collateral Agent’s Security. Except as otherwise permitted by (a) In the Secured Debt Agreements, each Assignor will do nothing to impair the rights event that any Grantor becomes aware that any item of the Material IP Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agentis being infringed or misappropriated or diluted by a third party, at such Assignor’s own expense Grantor shall, to the extent and in that such Grantor has the manner provided in legal right to do so, take such actions as such Grantor reasonably deems appropriate under the Secured Debt Agreements. If any Assignor shall fail circumstances to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right protect such Material IP Collateral. (but shall be under no obligationb) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds permitted by Section 4.02(f), no Grantor shall knowingly do or knowingly permit any act or knowingly omit to do any act whereby any of insurance are its Material IP Collateral may reasonably be likely to lapse, be terminated or become invalid or unenforceable or dedicated to the public or lose the status of its trade secrets. (c) Except to the extent permitted below or where failure to do so could not reasonably be expected to have a Material Adverse Effect, each Grantor shall take commercially reasonable actions to preserve and protect each item of its Material IP Collateral, and shall require that all licensed users of any such Trademarks abide by such Grantor’s applicable standards of quality with respect to the products and services sold or provided under such Trademarks. (d) Each Grantor agrees that, should it obtain any ownership or other right, title or interest in or to any IP Collateral after the Closing Date including, without limitation, by such Grantor (or any Person on such Grantor’s behalf) filing an application for IP Collateral, acquiring or creating IP Collateral, or being licensed any Intellectual Property, or by virtue of any Intellectual Property being deemed to be retained by included in the relevant Assignor pursuant Collateral because it is no longer an Excluded Asset (the “After-Acquired Intellectual Property”), (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill of the business connected with the use thereof and symbolized thereby shall automatically become part of the IP Collateral subject to the terms and conditions of this Agreement with respect thereto. (e) At the time of delivery of annual financial statements pursuant to Section 6.01(a) of the Credit Agreement, Agreement and delivery of the related Compliance Certificate (or such later date as the Collateral Agent shallmay agree), at the time such proceeds of such insurance are distributed each Grantor shall (i) sign and deliver to the Secured CreditorsCollateral Agent one or more Intellectual Property Security Agreements, apply or supplements or amendments thereto, with respect to U.S. Patents and Patent applications, U.S. registered Trademarks and Trademark applications, and U.S. registered Copyrights and exclusive Copyright Licenses to U.S. registered Copyrights included in the After-Acquired Intellectual Property and which are IP Collateral, to the extent that such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability IP Collateral is not covered by any previous Intellectual Property Security Agreement or supplement or amendment thereto so signed and responsibility in connection with the Collateral acquired delivered by it and (ii) cooperate as reasonably necessary to enable the liability Collateral Agent to make prompt filings of any reasonably necessary recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate. (f) Notwithstanding the foregoing provisions of this Section 4.02 or elsewhere in this Agreement, nothing in this Agreement shall prevent any Grantor from abandoning or discontinuing the use or maintenance of any of its IP Collateral, or from failing to take action to enforce license agreements or pursue actions against infringers or take any other actions with respect to its IP Collateral, if such Assignor to pay the Obligations shall Grantor determines in no way be affected or diminished by reason of the fact its reasonable business judgment that such Collateral may be lostabandonment, destroyeddiscontinuance, stolenor failure to take action is desirable in the conduct of its business or if such abandonment, damaged discontinuance or for any reason whatsoever unavailable failure to such Assignortake action is otherwise permitted under the Credit Agreement.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each The Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each The Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such the Assignor’s 's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Assignor) (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee), (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Debt AgreementsCreditors and (iv) shall be deposited with the Collateral Agent. If any the Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any the Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such the Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the The Collateral Agent shall, at the time such may apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor7.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement and the other Credit Documents. All policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Lenders, the Administrative Agent and the Collateral Agent as additional insureds); (ii) shall state that such insurance policies shall not be canceled or revised without 30 days' (or at least 10 days' in the case of nonpayment of any premium) prior written notice thereof by the insurer to the Collateral Agent; and (iii) certified copies of such policies or certificates shall be deposited with the Collateral Agent to the extent, at the times and in the manner specified in the Credit Agreement. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with the Credit Agreement, or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s its own expense expense, to the extent required by the Credit Agreement. Copies of all policies or certificates with respect to such insurance (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured or additional loss payee) and (ii) shall state that such insurance policies shall not be cancelled or materially revised without at least 30 days' (or at least 10 days' in the manner provided in case of nonpayment of premium) prior written notice thereof by the Secured Debt Agreementsinsurer to the Collateral Agent. If any Assignor shall fail to insure its such Inventory and or Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any Assignor shall fail to so endorse and deposit copies of all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior written notice to such Assignor, to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of as otherwise provided in the Credit Agreement, the Collateral Agent shall, at the time such shall apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds required after an Event of Default in accordance with Section 7.4 hereof(it being understood that so long as no Event of Default has occurred and is continuing, the Collateral Agent will release any interest it has in the proceeds of any casualty insurance to the Assignors for the repair or replacement of the asset damaged). Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair Pledgor shall not take any action that impairs the rights of the Collateral Agent or any Secured Party in the Pledged Collateral. Each Assignor will Pledgor shall at all times keep its the Inventory and Equipment insured in favor insured, at Pledgor's own expense, to Collateral Agent's reasonable satisfaction against fire, theft and all other risks of the Collateral Agentkind customarily insured against, at in such Assignor’s own expense amounts and with such deductibles as would customarily be maintained under similar circumstances by operators of businesses similar to the business of Pledgor to the extent available at commercially reasonable rates. Each policy or certificate with respect to such insurance shall be endorsed to Collateral Agent's reasonable satisfaction for the DRAFT: March 21, 1997 H:\WPCDOCS\1186\141511 benefit of Collateral Agent (including, without limitation, by naming Collateral Agent as an additional named insured and in sole loss payee as Collateral Agent may request) and such policy or certificate shall be delivered to Collateral Agent. Each such policy shall state that it cannot be cancelled without 30 days' prior written notice to Collateral Agent. At least 30 days prior to the manner provided in the Secured Debt Agreementsexpiration of any such policy of insurance, Pledgor shall deliver to Collateral Agent an extension or renewal policy or an insurance certificate evidencing renewal or extension of such policy. If any Assignor Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentencesuch Pledged Collateral to Collateral Agent's reasonable satisfaction, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation), following five (5) Business Days' prior written notice to Pledgor of its intention to do so, to advance funds to procure or renew or extend such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring thereof, with interest on all such insurance. Except to funds from the extent proceeds of insurance are permitted to be retained by date advanced until paid in full at the relevant Assignor pursuant to the terms of highest rate then in effect under the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will ----------------------------------------- do nothing to impair the rights of the Collateral Agent in the CollateralCollateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance (other than employee benefit insurance) maintained by such Assignor): (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Banks, the Agent and the Collateral Agent as additional insureds); and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent; and certified copies of such policies shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent All proceeds of any insurance are permitted to shall be retained by deposited in the relevant Assignor Cash Collateral Account pending application thereof pursuant to the terms of the Credit Agreement, the Agreement or pursuant hereto. The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor7.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each No Assignor will do nothing anything to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates or certified copies thereof with respect to such insurance (and any other insurance maintained by each Assignor) (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee), (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Debt AgreementsCreditors and (iv) and shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the The Collateral Agent shall, at the time such may apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.in

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s own expense to the extent and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligationa) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds permitted by Section 7.02(f) below, or to the extent that failure to act would not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of insurance are each item of its IP Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office, the Canadian Intellectual Property Office and any other governmental authority located in the United States or Canada to (i) maintain the validity and enforceability of any registered IP Collateral and maintain such IP Collateral in full force and effect and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such IP Collateral of such Grantor. (b) In the event that any Grantor becomes aware that any IP Collateral is being infringed or misappropriated by a third party, such Grantor shall take such actions, at its expense, as such Grantor reasonably deems appropriate under the circumstances to protect or enforce such IP Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation except to the extent that such infringement or misappropriation would not reasonably be expected to have a Material Adverse Effect. (c) Except to the extent permitted by subsection 7.02(f) below, or to the extent that failure to act would not reasonably be retained by expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its IP Collateral. (d) Each Grantor agrees that, should it obtain an ownership or other interest in any IP Collateral after the relevant Assignor pursuant Closing Date (the “After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the IP Collateral subject to the terms and conditions of this Agreement with respect thereto. (e) Within the later to occur of (i) thirty (30) calendar days following the date on which such assets are acquired or (ii) the earlier of (x) the date on which the next Compliance Certificate is required to be delivered pursuant to Section 6.02(a) of the Credit AgreementAgreement following such event and (y) the date which is forty-five (45) calendar days after the end of the most recently ended fiscal quarter of Parent (or such later date as may be acceptable to the Administrative Agent in its discretion), each Grantor shall sign and deliver to the Collateral Agent shall, at an appropriate Security Agreement Supplement and related Grant of Security Interest with respect to applications for registration or registrations of IP Collateral owned or exclusively licensed by it as of the time such proceeds last day of such insurance are distributed fiscal quarter, to the Secured Creditorsextent that such IP Collateral is not covered by any previous Security Agreement Supplement (and Grant of Security Interests) so signed and delivered by it. In each case, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection it will promptly cooperate as reasonably necessary to enable the Collateral Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office, the U.S. Patent and Trademark Office and/or the Canadian Intellectual Property Office, as appropriate. (f) Notwithstanding the foregoing provisions of this Section 7.02 or elsewhere in this Agreement, nothing in this Agreement shall prevent any Grantor from abandoning or discontinuing the use or maintenance of any or its IP Collateral acquired by it and the liability of (other than Material IP), or from failing to take action to enforce license agreements or pursue actions against infringers, if such Assignor to pay the Obligations shall Grantor determines in no way be affected or diminished by reason of the fact its reasonable business judgment that such Collateral may be lostabandonment, destroyeddiscontinuance, stolen, damaged or for any reason whatsoever unavailable failure to such Assignortake action is desirable in the conduct of its business.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor No Pledgor will do nothing anything to impair in any material respect the rights of the Collateral Agent in the Collateral. Each Assignor Pledgor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s Pledgor's own expense to the extent and in the manner provided in the Secured Debt AgreementsIndenture. If any Assignor such Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor such Pledgor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior notice to such Pledgor, to procure such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofor as otherwise provided in the Indenture. Each Assignor Pledgor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor Pledgor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorPledgor unless such loss or damage is finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of any Secured Creditor or any agent of any Secured Creditor or the failure of a Secured Creditor, in exercising its remedies hereunder, to act in a commercially reasonable manner.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt AgreementsCredit Agreement; all policies or certificates with respect to such insurance (and any other insurance (other than employee benefit insurance) maintained by such Assignor): (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Banks, the Agent and the Collateral Agent as additional insureds); and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the insurer to the Collateral Agent; and certified copies of such policies shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except Unless the Agent shall have received the officer's certificate described in the first proviso to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms Section 4.02(A)(h) of the Credit Agreement, all proceeds of any insurance shall be deposited in the Cash Collateral Account pending application thereof pursuant to the Credit Agreement or pursuant hereto. The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor7.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt Agreements; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall name the Collateral Agent as additional insured and loss payee as its respective interest may appear and (ii) shall state that such insurance policies shall not be cancelled or materially changed without at least 30 days' prior written notice thereof (or 10 days' prior written notice thereof in the case of non-payment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates with respect thereto shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse name the Collateral Agent as additional insured and loss payee or deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are otherwise permitted to be retained by the relevant such Assignor or applied by such Assignor pursuant to the terms of the Credit AgreementSecured Debt Agreements, the Collateral Agent shall, at the time such any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 5.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor No Pledgor will do nothing anything to impair in any material respect the rights of the Collateral Agent in the Collateral. Each Assignor Pledgor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such AssignorPledgor’s own expense to the extent and in the manner provided in the Secured Debt AgreementsIndenture. If any Assignor such Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor such Pledgor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior notice to such Pledgor, to procure such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofor as otherwise provided in the Indenture. Each Assignor Pledgor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor Pledgor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorPledgor unless such loss or damage is finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of any Secured Creditor or any agent of any Secured Creditor or the failure of a Secured Creditor, in exercising its remedies hereunder, to act in a commercially reasonable manner.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured insurance in favor of the Collateral Agent, at such Assignor’s its own expense expense, to the extent required by the Credit Agreement against fee, theft and in all other risks to which such Collateral may be subject; all policies or certificates with respect to such insurance shall be endorsed to the manner provided in Collateral Agent's satisfaction for the Secured Debt Agreementsbenefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as an additional insured and loss payee) and copies thereof shall be delivered upon request to the Collateral Agent. If any an Assignor shall fail to insure its such Inventory and and/or Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any such Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the The Collateral Agent shall, at the time such may apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofsection 7.4, it being understood and agreed that the Assignor shall be permitted to first use any such proceeds to repair and/or replace the relevant Collateral. Each Assignor assumes all liability Ability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent’s reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the the Collateral Agent and the other Secured Debt AgreementsCreditors as additional insureds), (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days’ prior written notice thereof by the insurer to the Collateral Agent, and (iii) certified copies of such policies or certificates shall be deposited with the Collateral Agent to the extent, at the times and in the manner specified in the Credit Agreement. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the terms of Credit Agreement (or, after the Credit Document Obligations Termination Date, any other Secured Debt Agreement), the Collateral Agent shall, at the time such upon receipt of any proceeds of such from insurance are distributed to the Secured Creditorsmaintained by any Assignor, apply such proceeds in accordance with the Credit Agreement (or, after the Credit Document Obligations Termination Date, in accordance with the instructions of the Required Secured Creditors), or after the Obligations have been accelerated or otherwise become due and payable, with Section 7.4 hereof8.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor’s 's own expense to the extent and in the manner provided in the Secured Debt Agreements; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall name the Collateral Agent as additional insured and loss payee as its respective interest may appear and (ii) shall state that such insurance policies shall not be cancelled or materially changed without at least 30 days' prior written notice thereof (or 10 days' prior written notice thereof in the case of non- payment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates with respect thereto shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse name the Collateral Agent as additional insured and loss payee or deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except to the extent proceeds of insurance are otherwise permitted to be retained by the relevant such Assignor or applied by such Assignor pursuant to the terms of the Credit AgreementSecured Debt Agreements, the Collateral Agent shall, at the time such any proceeds of such insurance are distributed dis-tributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof5.4 hereof and in accordance with the Credit Agreement. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.