CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. GUARANTEE AND...

Exhibit 10.5

CONFIDENTIAL TREATMENT REQUESTED

INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS

BEEN REQUESTED IS OMITTED AND NOTED WITH

“****”.

AN UNREDACTED VERSION OF THIS DOCUMENT

HAS ALSO BEEN PROVIDED TO THE

SECURITIES AND EXCHANGE COMMISSION.

GUARANTEE AND COLLATERAL AGREEMENT

made by

SIRVA, INC.,

SIRVA WORLDWIDE, INC.

and certain of its Subsidiaries

in favor of

XXXXXXX XXXXX BANK USA

as Agent

Dated as of March 27, 2013

TABLE OF CONTENTS


		Page
SECTION I DEFINED TERMS			1
1.1.	Definitions		1
1.2.	Other Definitional Provisions		9

SECTION II GUARANTEE			10
2.1.	Guarantee		10
2.2.	Primary Obligation; Right of Contribution		11
2.3.	No Subrogation		11
2.4.	Amendments, etc. with respect to the Obligations		12
2.5.	Guarantee Absolute and Unconditional		12
2.6.	Reinstatement		15
2.7.	Payments		15
2.8.	Financial Condition of Borrowers		16

SECTION III GRANT OF SECURITY INTEREST			16
3.1.	Collateral		16
3.2.	Pledged Collateral		17
3.3.	Certain Exceptions		18

SECTION IV REPRESENTATIONS AND WARRANTIES			21
4.1.	Representations and Warranties of Each Granting Party		21
4.2.	Representations and Warranties of Each Grantor		21
4.3.	Representations and Warranties of Each Granting Party		26

SECTION V COVENANTS			27
5.1.	Covenants of Each Guarantor		27
5.2.	Covenants of Each Grantor		27
5.3.	Covenants of Each Granting Party		37

SECTION VI REMEDIAL PROVISIONS			39
6.1.	Certain Matters Relating to Receivables		39
6.2.	Communications with Obligors; Grantors Remain Liable		39
6.3.	Pledged Stock		40
6.4.	Proceeds to be Turned Over To Agent		41
6.5.	Application of Proceeds		41
6.6.	Code and Other Remedies		41
6.7.	Registration Rights		42
6.8.	Deficiency		43
6.9.	Marshaling		43
6.10.	Intellectual Property License		43

SECTION VII AGENT			44
7.1.	Agent’s Appointment as Attorney-in-Fact, etc.		44
7.2.	Duty of Agent		46
7.3.	Execution of Financing Statements		46
7.4.	Authority of Agent		46
7.5.	Books and Records; Right Of		47


SECTION VIII MISCELLANEOUS		47
8.1.	Amendments in Writing	47
8.2.	Notices	47
8.3.	No Waiver by Course of Conduct; Cumulative Remedies	47
8.4.	Enforcement Expenses; Indemnification	47
8.5.	Successors and Assigns	48
8.6.	Set-Off	48
8.7.	Counterparts	48
8.8.	Severability	49
8.9.	Section Headings	49
8.10.	Integration	49
8.11.	GOVERNING LAW	49
8.12.	Submission To Jurisdiction; Waivers	49
8.13.	Acknowledgments	50
8.14.	WAIVER OF JURY TRIAL	50
8.15.	Additional Grantors	51
8.16.	Releases	51
8.17.	Intercreditor Agreement	52
8.18.	SWI as Agent for Grantors	52

SCHEDULES

1	Notice Addresses of Guarantors

2	Description of Pledged Securities

3	Location of Jurisdiction of Organization

4	Copyrights and Copyright Licenses; Patents and Patent Licenses; Trademarks and Trademark Licenses

5	Existing Prior Liens

6	Receivables

Contracts

8	Commercial Tort Claims

9	Filing Jurisdictions

10	Controlled Account Banks

11	Credit Card Agreements

ANNEX

1.	Assumption Agreement

iii

GUARANTEE AND COLLATERAL AGREEMENT

GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 27, 2013, made by SIRVA, INC., a Delaware corporation (“Parent”), SIRVA WORLDWIDE, INC., a Delaware corporation (“SWI”), NORTH AMERICAN VAN LINES, INC., a Delaware corporation (“NAVL”), ALLIED VAN LINES, INC., a Delaware corporation (“Allied”), SIRVA RELOCATION LLC, a Delaware limited liability company (“SIRVA Relocation”; together with SWI, NAVL and Allied, the “Borrowers” and individually, a “Borrower”), and each of the other signatories hereto (together with the Borrowers, Parent and any other Subsidiary of any Borrower that becomes a party hereto from time to time after the date hereof, collectively, the “Granting Parties”; individually, a “Granting Party”), in favor of XXXXXXX XXXXX BANK USA, as collateral agent for the Secured Parties (in such capacity, the “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, dated as of March 27, 2013 (as amended, restated, supplemented, renewed, replaced or otherwise modified from time to time, the “Credit Agreement”) among the Borrowers, Parent, the lenders from time to time party thereto (the “Lenders”) and Xxxxxxx Sachs Bank USA, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Agent, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;

WHEREAS, it is a condition to the obligation of the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Granting Parties shall execute and deliver this Agreement to the Agent for the benefit of the Secured Parties;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses; and

WHEREAS, the Borrowers and the other Granting Parties are engaged in related businesses, and each such Granting Party will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Granting Party hereby agrees with the Agent, for its benefit and the ratable benefit of the other Secured Parties, as follows:

SECTION I

DEFINED TERMS

1.1. Definitions.

1.1.1. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms which are defined in the Code are used herein as so defined: Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Instruments, Inventory, Letter of Credit Rights and Securities Account.

1.1.2. The following terms shall have the following meanings:

“Account Debtor”: any Person who is obligated on an Account, Chattel Paper or a General Intangible.

“Accounts”: all accounts (as defined in the Code) of the Grantors, including, without limitation, all Accounts (as defined in the Credit Agreement) of the Grantors.

“Administrative Agent”: as defined in the recitals hereto.

“Agent”: as defined in the Preamble hereto, and together with Administrative Agent, collectively, the “Agents”.

“Agreement”: this Guarantee and Collateral Agreement, as the same may be amended, restated, supplemented, renewed, replaced or otherwise modified from time to time.

“Borrowers”: as defined in the Preamble hereto.

“Borrower Obligations”: the Obligations (as defined in the Credit Agreement).

“Code”: the Uniform Commercial Code as from time to time in effect in the State of New York.

“Collateral”: as defined in Section 3.1, subject to the exclusions of Section 3.3.

“Commercial Tort Claims”: all Commercial Tort Claims listed on Schedule 8 (as supplemented in writing from time to time pursuant to Section 5.2.15).

“Commitments”: as defined in the Credit Agreement.

“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Contracts”: with respect to any Grantor, the contracts, agreements, instruments and indentures listed on Schedule 7, as the same may from time to time be amended, waived, supplemented or otherwise modified, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to perform and to exercise all remedies thereunder.

“Control Agreement”: a control agreement, in form and substance reasonably satisfactory to Agent, among a Grantor, Agent and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).

“Controlled Account: as defined in Section 5.2.17(a).

“Controlled Account Agreements”: those certain cash management agreements, in form and substance reasonably satisfactory to Agent, each of which is executed and delivered by a Grantor, Agent, and Controlled Account Bank.

“Controlled Account Bank”: as defined in Section 5.2.17(a).

“Copyright Licenses”: with respect to any Grantor, all written or oral license agreements of such Grantor with any Person who is not an Affiliate or a Subsidiary providing for the grant by or to such Grantor of any right to use any Copyright now or hereafter owned by Grantor or such other Person, including, without limitation, the license agreements listed on Schedule 4 subject, in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses.

“Copyrights”: with respect to any Grantor, all of such Grantor’s right, title and interest in and to all copyrights arising under the laws of the United States or any group of countries, other country, or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations thereof and all applications in connection therewith, including, without limitation, the copyright registrations listed on Schedule 4, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof and (iii) the right to xxx or otherwise recover for past, present and future infringements thereof.

“Credit Agreement”: as defined in the Preamble hereto.

“Credit Card Agreements”: all agreements now or hereafter entered into by any Borrower with any Credit Card Issuer or any Credit Card Processor, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, including, but not limited to, the agreements set forth on Schedule 11; sometimes being referred to herein individually as a “Credit Card Agreement”.

“Credit Card Issuer”: as defined in the Credit Agreement.

“Credit Card Notifications”: collectively, the agreements by Credit Card Issuers or Credit Card Processors who are parties to Credit Card Agreements in favor of Agent acknowledging Agent’s first priority security interest in the monies due and to become due to any Borrower (including, without limitation, credits and reserves) under the Credit Card Agreements, and agreeing to transfer all such amounts to the Controlled Accounts, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced; sometimes being referred to herein individually as a “Credit Card Notification”.

“Credit Card Processor”: as defined in the Credit Agreement.

“Deposit Account”: as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution, and excluding any payroll, tax or trust accounts.

“Excluded Accounts”: (i) the accounts with the Existing Lender other than the Consolidation Account, subject to the provisions of Section 5.15 of the Credit Agreement, (ii) accounts for the payment of payroll and employee benefits, escrow accounts, tax accounts and trust accounts (iii) accounts in the name of Alliance Relocation Services, Inc. and J.D.C. International, Inc., subject to the provisions of Section 5.15 of the Credit Agreement, (iv) accounts established in connection with or pursuant to documentation executed in connection with any Relocation SPV Financing and (v) deposit accounts having an average daily balance in any fiscal quarter of less than $25,000.

“Excluded Swap Obligations”: with respect to any Guarantor, any obligation (a “Swap Obligation”) to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such guarantee or grant of a security interest would otherwise have become effective with respect to such related Swap Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” at such time.

“Foreign Subsidiary Holdco”: any Domestic Subsidiary substantially all of whose assets consist of equity interests in (i) Foreign Subsidiaries and/or (ii) other Foreign Subsidiary Holdcos.

“Granting Party” and “Granting Parties”: as defined in the Preamble hereto.

“Granting Party Pledged Collateral”: as defined in Section 3.2(a), subject to the exclusions of Section 3.3.

“Grantor” and “Grantors”: Administrative Borrower and each Subsidiary of Administrative Borrower that, from time to time, becomes a party hereto.

“Guarantor Obligations”: all obligations and liabilities of each Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Agents or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document), in each case, excluding the Excluded Swap Obligations. Without limiting the generality of the foregoing, Guarantor Obligations shall include all amounts that

constitute part of the Guarantor Obligations and would be owed by Borrowers to the Agents, the Lenders or the Issuing Lender but for the fact that they are unenforceable or not allowable, including due to the existence of a bankruptcy, reorganization, other Insolvency Proceeding or similar proceeding involving any Borrower or any other Guarantor.

“Guarantors”: the collective reference to each Granting Party other than the Borrowers and Parent.

“Intellectual Property”: with respect to any Grantor, the collective reference to all rights, priorities and privileges relating to (i) patents (including all reissues thereof), patent licenses, patent applications, (including all divisions, continuations and extensions thereof); (ii) trademarks, service marks, trade names, logos, Internet domain names, and any applications for registration of any of the foregoing, trademark licenses and service xxxx licenses, together with all goodwill associated with each of the foregoing items within this clause (ii); (iii) copyrights and any registrations and applications for registration therefor, copyright licenses; (iv) technology, trade secrets, confidential information, know-how, and processes material, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, such Grantor’s Copyrights, Copyright Licenses, Patents, Patent Licenses, Trade Secrets, Trademarks and Trademark Licenses.

“Intercompany Note”: with respect to any Granting Party, any promissory note in a principal amount in excess of $250,000 individually evidencing loans made by such Granting Party to Parent, any Borrower or any of any Borrower’s Subsidiaries.

“Investment Property”: other than any Stock of any Foreign Subsidiary excluded from the definition of “Pledged Stock”, the collective reference to: (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the Uniform Commercial Code in effect in the State of New York on the date hereof, and (ii) whether or not constituting “investment property” as so defined, all Pledged Securities.

“Issuers”: the collective reference to the Persons identified on Schedule 2 as the issuers of a Pledged Security and any other issuer of any Pledged Securities.

“Lender” and “Lenders”: as defined in the recitals hereto.

“Money”: all money (as defined in the Code) of the Grantors.

“**** Accounts”: Accounts owing to any Granting Party by **** Entities.

“**** Accounts Purchase Agreement”: a receivables purchase agreement or other agreement to transfer, or create a security interest in, the **** Accounts entered into by Granting Parties, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

“**** Accounts Purchase Documents” collectively, the following (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced), each in form and substance satisfactory to Agent: (a) the **** Accounts Purchase Agreement, and (b) each other instrument, agreement and other document entered into by Granting Parties related to the transaction contemplated by the agreements referred to in clause (a) of this definition.

“**** Accounts Purchaser”: a financial institution, commercial finance company, factor or other Person acceptable to Agent, and any successor or replacement **** Accounts Purchaser acceptable to Agent.

“**** Entities”: collectively, ****, and any affiliate of the foregoing, and “**** Entity” means any one of them as the context requires.

“**** Purchased Accounts”: those **** Accounts which are sold, assigned or transferred in connection with the Permitted **** Accounts Purchase Program (as defined in the Credit Agreement) in accordance with the terms and conditions of the Credit Agreement.

“Obligations”: collectively, the Borrower Obligations, the Guarantor Obligations and the Parent Obligations.

“Parent”: as defined in the Preamble hereto.

“Parent Obligations”: all obligations and liabilities of Parent which may arise under or in connection with this Agreement (including, without limitation, Section 3) or any other Loan Document to which Parent is a party, in each case whether on account of obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Agent or to the Lenders that are required to be paid by Parent pursuant to the terms of this Agreement or any other Loan Document). Without limiting the generality of the foregoing, Parent Obligations shall include all amounts that constitute part of the Parent Obligations and would be owed by Borrowers to the Agent, the Lenders or the Issuing Lender but for the fact that they are unenforceable or not allowable, including due to the existence of a bankruptcy, reorganization, other Insolvency Proceeding or similar proceeding involving any Borrower or any other guarantor.

“Parent Pledged Collateral”: as defined in Section 3.2(b), subject to the exclusions of Section 3.3.

“Patent Licenses”: with respect to any Grantor, all written or oral license agreements of such Grantor with any Person who is not an Affiliate or a Subsidiary concerning any of the Patents of such Grantor or such other Person’s patents, now or hereafter owned, whether such Grantor is a licensor or a licensee under any such agreement, including, without limitation, the license agreements listed on Schedule 4, subject, in each case, to the terms of such license agreements, and the right to make, use, prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such patent licenses.

“Patents”: with respect to any Grantor, all of such Grantor’s right, title and interest in and to all patents, patent applications and patentable inventions of the United States or any group of countries, other country, or any political subdivision thereof, now owned or hereafter acquired, including, without limitation, all patents and patent applications identified in Schedule 4, and

including, without limitation, (i) all inventions and improvements described and claimed therein, (ii) the right to xxx or otherwise recover for any and all past, present and future infringements thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof) and (iv) all other rights corresponding thereto and all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon, and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Permitted **** Accounts Purchase Program”: shall have the meaning set forth for such term in the Credit Agreement.

“Pledged Collateral”: as defined in Section 3.2(b), subject to the exclusions of Section 3.3.

“Pledged Notes”: with respect to any Granting Party, (i) all Intercompany Notes at any time issued to such Granting Party and (ii) each other promissory note in a principal amount in excess of $250,000 issued to or held by such Granting Party including, without limitation, all such notes listed on Schedule 2.

“Pledged Securities”: the collective reference to the Pledged Notes and the Pledged Stock.

“Pledged Stock”: with respect to any Granting Party, the shares of Stock listed on Schedule 2 as held by such Granting Party, together with any other shares of Stock required to be pledged by such Granting Party pursuant to Section 5.10 or 6.15(b) of the Credit Agreement, as well as any other shares, stock certificates, options or similar rights received in respect of such shares of Stock that are required to be pledged pursuant to Section 5.3.1 hereof, provided that in no event shall there be pledged, nor shall any Granting Party be required to pledge, directly or indirectly, (i) any Stock of any Subsidiary other than a Material Subsidiary, (ii) any series of the outstanding voting Stock of any Foreign Subsidiary or Foreign Subsidiary Holdco which is directly held by another Foreign Subsidiary, (iii) more than 65% of any series of the outstanding voting Stock of any Foreign Subsidiary which is directly held by a Granting Party or (iv) more than 65% of any series of the outstanding voting Stock of any Foreign Subsidiary Holdco; provided further, that in no event shall Parent be required to pledge, directly, any Stock other than that of SWI and any certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or similar rights in respect of the Stock of SWI, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Stock of SWI, or otherwise in respect thereof.

“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the Uniform Commercial Code in effect in the State of New York on the date hereof and, in any event, Proceeds of Pledged Securities shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto.

“Qualified ECP Guarantor”: in respect of any Swap Obligations, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligations.

“Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance, including, without limitation, any Account.

“Secured Parties”: the collective reference to (i) the Agent, (ii) the Administrative Agent, (iii) the Lenders, (iv) each Issuing Lender, (iv) each Bank Product Provider (as defined in the Credit Agreement), (v) each Hedge Provider (as defined in the Credit Agreement) and (vi) the successors and permitted assigns of any of the foregoing.

“Supporting Obligations”: all supporting obligations (as defined in the Code) of the Grantors.

“Swap Obligation”: as defined in the definition of “Excluded Swap Obligation”.

“Trademark Licenses”: with respect to any Grantor, all written or oral license agreements of such Grantor with any Person who is not an Affiliate or a Subsidiary concerning any trademark now or hereafter owned by Grantor or such other Person, whether such Grantor is a licensor or a licensee under any such agreement, including, without limitation, the license agreements listed on Schedule 4, subject, in each case, to the terms of such license agreements, and the right to use, prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses.

“Trademarks”: with respect to any Grantor, all of such Grantor’s right, title and interest in and to all trademarks, brand names, service marks, trade names, domain names, business names, fictitious business names, trade styles, trade dress, logos or other indicia of trade origin or business identifiers, trademark and service xxxx registrations, and all goodwill associated therewith or symbolized thereby, now existing or hereafter adopted or acquired, and applications for trademark or service xxxx registrations (except for “intent to use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an amendment to allege use or a statement of use under Sections 1(c) and 1(d) of said Act has been filed), and any renewals thereof, whether in the United States Patent or Trademark Office or in any similar office or agency of the United States, any State thereof or any group of countries, other country or any political subdivision thereof, or otherwise, and all common law rights related thereto, including, without limitation, each registration and application identified in Schedule 4, and including, without limitation, (i) the right to xxx or otherwise recover for any and all past, present and future infringements or dilutions thereof, (ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof) and (iii) the right to use and all other rights corresponding thereto and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each such trademark, brand name, service xxxx, trade name, domain names, business names, fictitious business names, trade styles, trade dress, logos or other indicia of trade origin or business identifiers.

“Trade Secrets”: with respect to any Grantor, all of such Grantor’s right, title and interest in and to all trade secrets, whether in the United States, any State thereof or any group of countries, other country or any political subdivision thereof, including, without limitation, know how, processes, formulae, compositions, designs, and confidential business and technical information, and all rights of any kind whatsoever accruing thereunder or pertaining thereto, including, without limitation, (i) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, payments under all licenses, non disclosure agreements and memoranda of understanding entered into in connection therewith, and damages and payments for past, present or future misappropriations thereof and (ii) the right to xxx or otherwise recover for past, present or future misappropriations thereof.

“Transguard Purchase Agreement”: that certain Purchase Agreement, by and among Parent, SWI, Allied, NAVL and IAT Reinsurance Company Ltd., dated September 21, 2005 (as amended, restated, supplemented or otherwise modified from time to time).

“Transguard Receivable”: all General Intangibles related to the Transguard Purchase Agreement with respect to the Purchase Price Premium (as defined in the Transguard Purchase Agreement) including without limitation all rights with respect thereto pursuant to Sections 1.4(b)(iii), 7 and 9 of the Transguard Purchase Agreement.

1.2. Other Definitional Provisions.

(a) The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Annex references are to this Agreement unless otherwise specified.

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

(c) Where the context requires, terms relating to the Collateral or Pledged Collateral, or any part thereof, when used in relation to a Granting Party shall refer to such Granting Party’s Collateral or Pledged Collateral or the relevant part thereof.

(d) All references in this Agreement to any of the property described in the definition of the term “Collateral” or “Pledged Collateral”, or to any Proceeds thereof, shall be deemed to be references thereto only to the extent the same constitute Collateral or Pledged Collateral, respectively.

(e) Any reference herein to the satisfaction, repayment, or payment in full of the Obligations shall mean the repayment in full in cash or immediately available funds (or, (a) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, and (b) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization) of all of the Obligations (including the payment of any termination amount then applicable (or which would

or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid. Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.

SECTION II

GUARANTEE

2.1. Guarantee.

(a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Agent, for its benefit and the ratable benefit of the other Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. It is the intent of each Guarantor that the guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection.

(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable law, including applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).

(c) Each Guarantor agrees that the total amount of Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Agent or any other Secured Party hereunder.

(d) The guarantee contained in this Section 2 shall remain in full force and effect until the earlier to occur of (i) the first date on which all Obligations shall have been satisfied by payment in full and the Commitments shall be terminated, or (ii) as to any Guarantor, the sale or other disposition of all of the Stock of such Guarantor permitted under the Credit Agreement.

(e) No payment made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Agent or any other Secured Party from any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of any of the Obligations or any payment received or collected from such Guarantor in respect of any of the

Obligations), remain liable for each of the Obligations up to the maximum liability of such Guarantor hereunder until the earlier to occur of (i) the first date on which all the Obligations then due and owing are paid in full and the Commitments are terminated or (ii) the sale or other disposition of all of the Stock of such Guarantor permitted under the Credit Agreement.

(f) The guarantee contained in this Section 2 is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions.

2.2. Primary Obligation; Right of Contribution.

Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor (including each other Guarantor) of the Guarantor Obligations, liable to Agent, for the benefit of the Secured Parties, that the obligations of each Guarantor hereunder are independent of the obligations of any Borrower or any other guarantor (including each other Guarantor), and that a separate action may be brought against such Guarantor, whether such action is brought against any Borrower or any other guarantor (including any other Guarantor) or whether any Borrower or any other guarantor (including any other Guarantor) is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by any member of the Secured Parties of whatever remedies they may have against any Borrower or any other guarantor (including any other Guarantor), or the enforcement of any lien or realization upon any security by any Secured Party. Each Guarantor hereby agrees that any release which may be given by Agent to any Borrower or any other guarantor (including any other Guarantor), or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that no Secured Party shall be under any obligation to marshal any property or assets of any Borrower or any other guarantor (including any other Guarantor) in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Agent and the other Secured Parties, and each Guarantor shall remain liable to the Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder.

2.3. No Subrogation.

Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Agent or any other Secured Party against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Agent or any other Secured Party for the payment of any of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower

or any other Guarantor in respect of payments made by such Guarantor hereunder, until all Obligations are paid in full and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full or any of the Commitments shall remain in effect, such amount shall be held by such Guarantor for the benefit of the Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, promptly upon receipt by such Guarantor, be turned over to the Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Agent, if required), to be held as collateral security for all of the Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

2.4. Amendments, etc. with respect to the Obligations.

To the maximum extent permitted by applicable law, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Agent or any other Secured Party may be rescinded by the Agent or such other Secured Party and any of the Obligations continued, and any of the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Agent or any other Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Agent (or the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to Section 14.1 of the Credit Agreement, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Agent or any other Secured Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for any of the Obligations or for the guarantee contained in this Section 2 or any property subject thereto, except to the extent required by applicable law.

2.5. Guarantee Absolute and Unconditional.

Each Guarantor waives, to the maximum extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; each of the Obligations, and any obligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any Borrower and any of the Guarantors, on the one hand, and the Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the maximum extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or

nonpayment to or upon any Borrower or any of the other Guarantors with respect to any of the Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment.

The guarantee contained in this Section 2 includes Guarantor Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Obligations after prior Guarantor Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke the guarantee contained in this Section 2 as to future Guarantor Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Agent, (b) no such revocation shall apply to any Guarantor Obligations in existence on the date of receipt by Agent of such written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantor Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Secured Parties in existence on the date of such revocation, (d) no payment by any Guarantor, any Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation shall reduce the maximum obligation of any Guarantor hereunder, and (e) any payment by any Borrower or from any source other than a Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantor Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of any Guarantor hereunder.

Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses that it may have arising out of or in connection with any and all of the following:

2.5.1. the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any other Secured Party,

2.5.2. any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower against the Agent or any other Secured Party,

2.5.3. any change in the time, place, manner or place of payment, amendment, or waiver or increase in any of the Obligations,

2.5.4. any exchange, taking, or release of Collateral,

2.5.5. any change in the corporate (or other) structure or existence of any Borrower,

2.5.6. any application of Collateral to any of the Obligations in accordance with the terms of this Agreement,

2.5.7. any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the Agent or any other Secured Party with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives any Borrower, Guarantor or Parent of any assets or their use, or of the ability to operate its business or a material part thereof, or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or

2.5.8. any other circumstance whatsoever, other than payment in full of all Obligations, which (with or without notice to or knowledge of any Borrower or such Guarantor) constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for its Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance.

When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and

any failure by the Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH GUARANTOR WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY ANY SECURED PARTY, EVEN THOUGH SUCH ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE GUARANTIED OBLIGATIONS, HAS DESTROYED SUCH GUARANTOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST ANY BORROWER BY THE OPERATION OF APPLICABLE LAW.

2.6. Reinstatement.

The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

2.7. Payments.

Each Guarantor hereby guarantees that payments hereunder will be paid to the Agent without set-off or counterclaim in Dollars (or in the case of Obligations denominated in a currency other than Dollars, in such currency) at the office of the Agent located at 00 Xxxxxx Xxxxxx, 0^xx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000 or such other address of the Agent as may be designated to the Administrative Borrower and such Guarantor from time to time in accordance with Section 11 of the Credit Agreement. Without limiting the generality of the foregoing, with respect to any Obligations that, in accordance with the express terms of any agreement pursuant to which such Obligations were created, were denominated in any currency other than the currency of the jurisdiction where any Borrower is principally located, each Guarantor guarantees, to the fullest extent permitted under laws applicable to such Guarantor, that it shall pay the Agent strictly in accordance with the express terms of such agreement, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction where any Borrower or Guarantor is principally located in effect from time to time, or any order, decree or regulation in the jurisdiction where any Borrower or Guarantor is principally located.

2.8. Financial Condition of Borrowers.

Each Guarantor represents and warrants to the Secured Parties that it is currently informed of the financial condition of Borrowers. Each Guarantor further represents and warrants to the Secured Parties that it has read and understands the terms and conditions of the Credit Agreement and each other Loan Document. Each Guarantor hereby covenants that it will continue to keep itself informed of the financial condition of Borrowers and any other guarantors of the Obligations (including any other Guarantors).

2.9. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.9, or otherwise under this Guarantee, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.9 shall remain in full force and effect until the Obligations shall have been indefeasibly paid in full. Each Qualified ECP Guarantor intends that this Section 2.9 constitute, and this Section 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

SECTION III

GRANT OF SECURITY INTEREST

3.1. Collateral.

Subject to Section 3.3, each Grantor hereby grants to the Agent, for its benefit and the ratable benefit of the other Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (together with the Pledged Collateral, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor:

(a) all Accounts;

(b) all Chattel Paper;

(d) all Contracts;

(e) all cash and Deposit Accounts;

(f) all Documents;

(g) all Equipment;

(h) all Fixtures;

(i) all General Intangibles;

(j) all Goods not covered by the other clauses of this Section 3.1;

(k) all Instruments;

(l) all Intellectual Property;

(m) all Inventory;

(n) all Money;

(o) all Letter-of-Credit Rights;

(p) all books and records pertaining to any of the foregoing; and

(q) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security, guarantees and other Supporting Obligations given by any Person with respect to any of the foregoing;

provided that, in the case of each Grantor, Collateral shall not include any property or assets specifically excluded from Pledged Collateral (including, without limitation, any voting Stock of any Foreign Subsidiary in excess of 65% of any series of such stock).

3.2. Pledged Collateral.

(a) Subject to Section 3.3, each Grantor hereby grants to the Agent, for its benefit and the ratable benefit of the other Secured Parties, a security interest in all of the Pledged Securities and other Investment Property now owned or at any time hereafter acquired by such Granting Party, and any Proceeds thereof, as collateral security for the prompt and complete performance or payment when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (the “Grantor Pledged Collateral”); provided that Pledged Collateral shall not include (i) any voting Stock of any Foreign Subsidiary directly held by any Granting Party in

excess of 65% of voting stock of such Foreign Subsidiary, (ii) any voting Stock of any Foreign Subsidiary Holdco in excess of 65% of voting stock of such Foreign Subsidiary Holdco or (iii) any Stock of any Domestic Subsidiary that is not a Material Subsidiary.

(b) Subject to Section 3.3, Parent hereby grants and hypothecates to the Agent, for its benefit and the ratable benefit of the other Secured Parties, a security interest in the Intercompany Notes, all of the Stock of SWI now owned or at any time hereafter acquired by Parent, all dividends, distributions or payments with respect to such Stock (in whatever form) and any Proceeds thereof, as collateral security for the prompt and complete performance or payment when due of the Obligations (the “Parent Pledged Collateral” and collectively with the Grantor Pledged Collateral, the “Pledged Collateral”).

3.3. Certain Exceptions.

No security interest is or will be granted pursuant hereto in (and the terms Pledged Collateral and Collateral shall not include) the right, title and interest of any Grantor under or in:

(a) any “intent to use” Trademark applications until an allegation of use or statement of use has been filed and accepted by the United States Patent & Trademark Office, whereupon such application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral;

(b) [Intentionally deleted];

(c) any lease, license, contract, property rights or agreement (including, for the avoidance of doubt, all governmental licenses or state or local franchises, charters and authorizations and any lease, licenses, contract or agreement related to Equipment subject to a Lien permitted by Section 6.3(h), (j) or (m) of the Credit Agreement) to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), provided however that the Collateral shall include and such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) above;

(d) any motor vehicles and other assets subject to certificates of title;

(e) as to which the Agent reasonably determines that the costs of obtaining a security interest in any specifically identified assets are excessive in relation to the benefit to the Secured Parties of the security afforded thereby;

(f) any interest in joint ventures or non-wholly-owned Subsidiaries which cannot be pledged without the consent of one or more third parties;

(g) all fee-owned real property with a value of less than $1,000,000 and all leasehold interests (and for the avoidance of doubt, no Grantor shall be required to deliver any landlord waivers, estoppels and collateral access agreements with respect to any location where any Grantor does not keep its records concerning such Grantor’s Receivables; and

(h) with respect to Parent, any asset other than all Intercompany Notes, all of the Stock of SWI now owned or at any time hereafter acquired by Parent, all dividends, distributions or payments with respect to such Intercompany Notes or Stock (in whatever form) and any Proceeds thereof.

3.4. **** Accounts. Upon the receipt by Administrative Agent from the **** Accounts Purchaser of payment in full of the purchase price owing to the applicable Granting Party in respect of any **** Purchased Accounts sold pursuant to and in accordance with the terms of the **** Accounts Purchase Agreement, the Lien of Agent on such **** Purchased Account shall be automatically released; provided, that, if at any time any ****

Purchased Accounts are reconveyed by the **** Accounts Purchaser to the applicable Granting Party or otherwise repurchased by the applicable Granting Party, then (a) upon the payment in full by the applicable Granting Party of the outstanding amounts owed by the applicable Granting Party to the **** Accounts Purchaser in respect of such **** Purchased Accounts in accordance with the terms of the **** Accounts Purchase Agreement, the assets consisting of such **** Purchased Accounts shall no longer be deemed **** Purchased Accounts and the interest of **** Accounts Purchaser therein shall automatically be released and terminated and (b) the perfected Lien of Agent in and to such assets shall automatically attach and be perfected pursuant to the terms of the Loan Documents and shall become part of the Collateral of the Secured Parties. Notwithstanding anything to the contrary contained above, each applicable Granting Party hereby confirms its grant, in favor of Agent, of a continuing security interest in and lien upon all proceeds and amounts payable to such applicable Granting Party under the **** Accounts Purchase Documents. Nothing contained in this Agreement or in any of the other Loan Documents shall be deemed a release of Agent’s Lien upon any such proceeds and amounts payable to the applicable Granting Party under the **** Accounts Purchase Documents.

3.5. Relocation SPV Financing Accounts. Upon the receipt by Administrative Agent from the Relocation SPV of payment in full of the purchase price owing to the applicable Granting Party in respect of any Accounts that are related to the Employee Relocation Business sold pursuant to and in accordance with the terms of the documents governing the Relocation SPV Financing (the “Relocation SPV Purchased Accounts”), the Lien of Agent on such Relocation SPV Purchased Accounts shall be automatically released; provided, that, if at any time any Relocation SPV Purchased Accounts are reconveyed by the Relocation SPV or the lender under the Relocation SPV Financing (the “Relocation Accounts Purchaser”) to the applicable Granting Party or otherwise repurchased by the applicable Granting Party, then (a) upon the payment in full by the applicable Granting Party of the outstanding amounts owed by the applicable Granting Party to the Relocation Accounts Purchaser in respect of such Relocation SPV Purchased Accounts in accordance with the terms of the documents governing the Relocation SPV Financing, the assets consisting of such Relocation SPV Purchased Accounts shall no longer be deemed Relocation SPV Purchased Accounts and the interest of Relocation Accounts Purchaser therein shall automatically be released and terminated and (b) the perfected Lien of Agent in and to such assets shall automatically attach and be perfected pursuant to the terms of the Loan Documents and shall become part of the Collateral of the Secured Parties. Notwithstanding anything to the contrary contained above, each applicable Granting Party hereby confirms its grant, in favor of Agent, of a continuing security interest in and lien upon all proceeds and amounts payable to such applicable Granting Party under the documents governing the Relocation SPV Financing. Nothing contained in this Agreement or in any of the other Loan Documents shall be deemed a release of Agent’s Lien upon any such proceeds and amounts payable to the applicable Granting Party under the documents governing the Relocation SPV Financing.

SECTION IV

REPRESENTATIONS AND WARRANTIES

4.1. Representations and Warranties of Each Granting Party.

To induce the Agents and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Granting Party hereby represents and warrants to the Agent and each other Secured Party that the representations and warranties set forth in Section 4 of the Credit Agreement as they relate to such Granting Party or to the Loan Documents to which such Granting Party is a party, each of which representations and warranties is hereby incorporated herein by reference, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on the Closing Date and as of the date of the making of each Advance or other extension of credit made thereafter, as though made on and as of the date of such Advance or other extension of credit (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Agent and each other Secured Party shall be entitled to rely on each of such representations and warranties as if fully set forth herein; provided that each reference in each such representation and warranty to any Borrower’s knowledge shall, for the purposes of this Section 4.1, be deemed to be a reference to such Granting Party’s knowledge.

4.2. Representations and Warranties of Each Grantor

4.2.1. Title; No Other Liens. Except for the security interests granted to the Agent, for its benefit and the ratable benefit of the other Secured Parties, pursuant to this Agreement and the other Liens permitted to exist on such Grantor’s Collateral by the Credit Agreement (including without limitation Section 6.3 thereof), such Grantor owns each material item of such Grantor’s Collateral free and clear of any and all Liens. Except as set forth on Schedule 5, no financing statement or other similar public notice with respect to all or any part of such Grantor’s Collateral is on file or of record in any public office, except such as have been filed in favor of the Agent, for its benefit and the ratable benefit of the other Secured Parties, pursuant to this Agreement or as are permitted by the Credit Agreement (including without limitation Section 6.3 thereof) or any other Loan Document or for which termination statements will be delivered on the Closing Date.

4.2.2. Perfected Liens. (i) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Collateral in favor of the Agent, for its benefit and for the ratable benefit of the other Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(ii) Except with regard to Liens (if any) on Specified Assets, upon (a) the completion of the Filings, (b) the delivery to and continuing possession by the Agent of all Instruments, Chattel Paper and Documents, to the extent required by this Agreement, a security interest in which is perfected by possession, (c) the Deposit Accounts a security interest in which is required to be or is perfected by “control” (as described in the NY UCC) are under the “control” of Agent, (d) the Mortgages have been duly recorded and (e) with respect to Intellectual Property, all applicable filings and recordations have been made with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such Grantor’s Collateral in favor of the Agent for its benefit and for the ratable benefit of the other Secured Parties, and will be prior to all other Liens of all other Persons other than Permitted Liens, and which Liens are enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that (a) enforceability of Liens over Contracts, Accounts or Receivables on which the United States of America or any department, agency or instrumentality is the Obligor may require compliance with the Assignment of Claims Act and (b) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing. Nothing in this Agreement shall require a Grantor to make any filings or take any other actions outside the United States to record or perfect any security interest in favor of the Agent in any Intellectual Property. As used in this Section 4.2.2(ii), the following terms shall have the following meanings:

“Filings”: the filing or recording of the Financing Statements, the Mortgages, which such Mortgages will be filed after the Closing Date, and, with respect to Intellectual Property, all applicable filings and recordations with the United States Patent and Trademark Office and the United States Copyright Office as set forth in Section 3.1 of the Credit Agreement, and any filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law.

“Financing Statements”: the financing statements delivered to the Agent by each Granting Party on the Closing Date for filing in the jurisdictions listed on Schedule 9 (which Financing Statements are in proper form for filing in such jurisdictions).

“Ordinary Course Transferees”: (i) with respect to goods only, buyers in the ordinary course of business and lessees in the ordinary course of business to the extent provided in Section 9-320(a) and 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction, (ii) with respect to general intangibles only, licensees in the ordinary course of business to the extent provided in Section 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction and (iii) any other Person who is entitled to take free of the Lien pursuant to the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.

“Permitted Liens”: as defined in the Credit Agreement.

“Specified Assets”: the following property and assets of each Grantor:

(1) Equipment constituting Fixtures;

(2) Collateral for which the perfection of Liens thereon requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia;

(3) Contracts, Accounts or Receivables on which the United States of America or any department, agency or instrumentality thereof is the Obligor, and property or assets subject to any rights reserved in favor of the United States government as required under law; and

(4) goods included in Collateral received by any Person for “sale or return” as defined in Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person.

4.2.3. Jurisdiction of Organization. On the date hereof, such Grantor’s and Parent’s jurisdiction of organization is specified on Schedule 3.

4.2.4. Farm Products. None of such Grantor’s Collateral constitutes, or is the Proceeds of, Farm Products.

4.2.5. Receivables.

(i) The amounts represented by such Grantor to the Agent or the other Secured Parties from time to time as owing by each account debtor or by all account debtors in respect of such Grantor’s Receivables constituting Collateral will at such time be the correct amount, in all material respects, actually owing by such account debtor or debtors thereunder, except to the extent that appropriate reserves therefor have been established on the books of such Grantor in accordance with GAAP.

(ii) The places where such Grantor keeps its records concerning such Grantor’s Receivables constituting Collateral are listed on Schedule 6 or such other location or locations of which such Grantor shall have provided prior written notice to the Agent pursuant to Section 5.2.5 hereof.

(iii) Unless otherwise indicated in writing to the Agent, each Receivable constituting Collateral of such Grantor arises out of a bona fide sale and delivery of goods or rendition of services by such Grantor.

(iv) Such Grantor has not given any account debtor any deduction in respect of the amount due under any such Account, except in the ordinary course of business or as such Grantor may otherwise advise the Agent in writing.

4.2.6. Intellectual Property. Schedule 4 lists all (i) material registrations and material applications for Patents, Trademarks and Copyrights owned by such Grantor in its own name as of the date hereof and (ii) material Trademark Licenses, Patent Licenses and Copyright Licenses to which such Grantor is a party on the date hereof, noting in each case the relevant registration, application or serial number, the jurisdiction of registration or application, and, in the case of (ii), the title of the license, the counterparty to such license and the date of such license. Except as set forth on Schedule 4, on the date hereof:

(i) Such Grantor owns, or is licensed to use, all Intellectual Property material to the conduct of its business as currently conducted, free and clear of all Liens other than Permitted Liens, and takes reasonable actions to protect, preserve and maintain such Intellectual Property.

(ii) Each patent, patent application, trademark registration, trademark application, copyright registration, and copyright application of such Grantor set forth on Schedule 4 is to such Grantor’s knowledge registered, or pending registration in the case of applications, and no U.S. patent, U.S. patent application, U.S. trademark registration, U.S. trademark application, U.S. copyright registration, or U.S. copyright application set forth on Schedule 4 has been adjudged invalid, unregisterable or unpatentable, as the case may be, or unenforceable in any respect that would reasonably be expected to have a Material Adverse Change and to the best of such Grantor’s knowledge, is valid, registerable or patentable, as the case may be, and is enforceable, has not expired or been abandoned.

(iii) No action or proceeding is pending by any Person or, to the knowledge of such Grantor, threatened, or imminent, as of the date hereof, and no holding, decision or judgment has been rendered by any Governmental Authority or arbitrator which may limit, cancel, challenge or question the validity, enforceability, ownership or use of, or such Grantor’s rights in, any Intellectual Property owned by such Grantor in any material respect, nor does such Grantor know of any valid basis for any such claim, action, proceeding, holding, decision or judgment, except for any of the foregoing which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Change.

(iv) To the knowledge of such Grantor, the operation of the business of such Grantor does not infringe the rights of any Person to an extent which could reasonably be expected to have a Material Adverse Change, and no Person is infringing any Intellectual Property owned by such Grantor to an extent which could reasonable be expected to have a Material Adverse Change. No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Change.

4.2.7. Contracts.

(i) No consent of any party (other than such Grantor) to any of such Grantor’s Contracts is required, or purports to be required, in connection with the execution, delivery and performance of this Agreement and the other Loan Documents.

(ii) Each of such Grantor’s Contracts is in full force and effect and constitutes a valid and legally enforceable obligation of such Grantor and, to such Grantor’s knowledge, each of the other parties thereto, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(iii) No consent or authorization of, filing with or other act by or in respect of any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of any of such Grantor’s Contracts by such Grantor or, to such Grantor’s knowledge, any other party thereto, other than those which have been duly obtained, made or performed, or where the failure to have obtained such consent or authorization or to make such filing or take such action, would not reasonably be expected to result in a Material Adverse Change.

(iv) Neither such Grantor nor (to the best of such Grantor’s knowledge) any of the other parties to such Grantor’s Contracts is in default in any material respect in the performance or observance of any of the terms thereof.

(v) The right, title and interest of such Grantor in, to and under such Grantor’s Contracts are not subject to any material defenses, offsets, counterclaims or claims.

(vi) Such Grantor has delivered to the Agent a complete and correct copy of each of such Grantor’s Contracts, including all amendments, supplements and other modifications thereto.

4.2.8. Credit Card Agreements. Set forth in Schedule 11 is a correct and complete list of all of the Credit Card Agreements and all other material agreements, documents and instruments existing as of the date hereof between or among Granting Parties, the Credit Card Issuers, the Credit Card Processors and any of their affiliates. The Credit Card Agreements constitute all of such agreements necessary for Granting Parties to operate their business as presently conducted with respect to credit cards and debit cards and no Accounts of Granting Parties arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom Granting Parties have entered into one of the Credit Card Agreements set forth on Schedule 11 or with whom Borrowers have entered into a Credit Card Agreement in accordance with Section 5.2.19 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of Granting Parties, enforceable in accordance with their respective terms and are in full force and effect, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No material default or material event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements exists or has occurred and is continuing. Granting Parties and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for Granting Parties to be entitled to receive all payments thereunder. Granting Parties have delivered, or caused to be delivered to Administrative Agent, true, correct and complete copies of all of the Credit Card Agreements.

4.3. Representations and Warranties of Each Granting Party.

4.3.1. The shares of Pledged Stock pledged by such Granting Party hereunder constitute (i) in the case of Pledged Stock constituting Stock of any Domestic Subsidiary, all the issued and outstanding shares of all classes of the Stock of each such Domestic Subsidiary owned by such Granting Party and required to be pledged hereunder, and (ii) in the case of any Pledged Stock constituting voting Stock of any Foreign Subsidiary or of any Foreign Subsidiary Holdco, such percentage (in the case of voting stock, not more than 65%) as is specified on Schedule 2 of all the issued and outstanding shares of all classes of the Stock of each such Foreign Subsidiary directly owned by such Granting Party and required to be pledged hereunder.

4.3.2. All the shares of the Pledged Stock pledged by such Granting Party hereunder have been duly and validly issued and are fully paid and nonassessable.

4.3.3. Each of the Intercompany Notes pledged by such Granting Party hereunder constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

4.3.4. Such Granting Party is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Liens arising by operation of law or permitted by the Credit Agreement.

4.3.5. Upon delivery to the Term Loan Agent of the certificates evidencing the Pledged Securities held by such Granting Party, together with duly executed stock or bond powers or other instruments of transfer, the security interest created by this Agreement in such Collateral, assuming the continuing possession of such Pledged Securities by the Agent and subject to the terms of the Intercreditor Agreement, will constitute a valid, perfected second priority security interest in such Collateral to the extent provided in the Code, subject only to the security interest granted in favor of Term Loan Agent to secure the Term Loan Obligations to the extent permitted by the Intercreditor Agreement and Permitted Liens, enforceable in accordance with its terms against all creditors of such Granting Party and any Persons purporting to purchase such

Collateral from such Granting Party, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

4.3.6. Upon the filing of financing statements in the appropriate jurisdictions under the Code, the security interest created by this Agreement in such Pledged Securities that constitute uncertificated securities, will constitute a valid, perfected second priority security interest in such Pledged Securities, subject only to the security interest granted in favor of Term Loan Agent to secure the Term Loan Obligations to the extent permitted by the Intercreditor Agreement and Permitted Liens, constituting uncertificated securities to the extent provided in and governed by the Code, enforceable in accordance with its terms against all creditors of such Granting Party and any persons purporting to purchase such Pledged Securities from such Granting Party, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding equity or at law) and an implied covenant of good faith and fair dealing.

SECTION V

COVENANTS

5.1. Covenants of Each Guarantor.

Each Guarantor covenants and agrees with the Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the date upon which the Obligations then due and owing shall have been paid in full and the Commitments shall have terminated, or (ii) as to any Guarantor the date upon which all the Stock of such Guarantor shall have been sold or otherwise disposed of in accordance with the terms of the Credit Agreement, (A) such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries and (B) such Guarantor agrees and covenants (i) to do each of the things set forth in the Credit Agreement that each Borrower agrees and covenants to cause such Guarantor to do, and (ii) to not do each of the things set forth in the Credit Agreement that each Borrower agrees and covenants to cause such Guarantor not to do, in each case, fully as though such Guarantor was a party thereto, and such agreements and covenants are incorporated herein by this reference, mutatis mutandis.

5.2. Covenants of Each Grantor.

Each Grantor covenants and agrees with the Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the date upon which all Obligations then due and owing shall have been paid in full and the Commitments shall have terminated, or (ii) as to any Guarantor to the date upon which all the Stock of such Guarantor shall have been sold or otherwise disposed of in accordance with the terms of the Credit Agreement.

5.2.1. Delivery of Instruments and Chattel Paper.

(a) If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper (other than electronic Chattel Paper which shall be subject to clause (b) below), each with a face value of more than $500,000, such Instrument or Chattel Paper shall be promptly delivered to the Agent, duly indorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time or any Disposition of such Collateral in a transaction permitted by the Credit Agreement.

(b) Promptly (and in any event within ten (10) Business Days) after reasonable request by Agent, each Grantor shall take all steps reasonably necessary to grant Agent control of all electronic Chattel Paper in accordance with the Code and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transmission Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction, to the extent that the aggregate value or face amount of such electronic Chattel Paper equals or exceeds $500,000.

5.2.2. Maintenance of Insurance

Such Grantor will maintain insurance pursuant to the terms of Section 5.5 of the Credit Agreement.

5.2.3. Payment of Obligations.

Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all federal and other material taxes, assessments and governmental charges or levies imposed upon such Grantor’s Collateral or in respect of income or profits therefrom, as well as all material claims of any kind (including, without limitation, material claims for labor, materials and supplies) against or with respect to such Grantor’s Collateral, except that no such tax, assessment, charge or levy need be paid or satisfied if the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor.

5.2.4. Maintenance of Perfected Security Interest; Further Documentation.

(i) Such Grantor shall maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the priority described in Section 4.2.2 and shall defend such security interest against the claims and demands of all Persons whomsoever. Nothing in this Agreement shall require a Grantor to make any filings or take any other actions outside the United States to record or perfect any security interest in favor of the Agent in any Intellectual Property.

(ii) Such Grantor will furnish to the Agent from time to time statements and schedules further identifying and describing such Grantor’s Collateral and such other reports in connection with such Grantor’s Collateral as the Agent may reasonably request in writing, all in reasonable detail.

(iii) At any time and from time to time, upon the written request of the Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Grantor, including, without limitation, in the case of Investment Property, Deposit Accounts and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (as defined in the Code) with respect thereto and as required by the terms of this Agreement.

(iv) Such Grantor authorizes the filing by Agent of financing or continuation statements, or amendments thereto, and such Grantor will execute and deliver to Agent such other instruments or notices, as Agent may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby.

(v) Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Code.

5.2.5. Changes in Locations, Name, etc. Such Grantor will not, except upon not less than 10 days’ prior written notice to the Agent, change its name, identity or corporate structure; provided that, prior to taking any such action, or promptly after receiving a written request therefor from the Agent, such Grantor shall deliver to the Agent all documents reasonably requested by the Agent to maintain the validity, perfection and priority of the security interests provided for herein.

5.2.6. Notices. Such Grantor will advise the Agent promptly, in reasonable detail, of:

(i) any Lien (other than security interests created hereby or Liens permitted under the Credit Agreement) on any of such Grantor’s Collateral which would adversely affect the ability of the Agent to exercise any of its remedies hereunder; and

(ii) the occurrence of any other event which would reasonably be expected to have a material adverse effect on the aggregate value of such Grantor’s Collateral or on the security interests created hereby.

5.2.7. Pledged Securities. In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Agent promptly in writing of the occurrence of any of the events described in Section 5.3.1 with respect to the Pledged Securities issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Pledged Securities issued by it.

5.2.8. Receivables.

(i) Other than in the ordinary course of business or as expressly permitted by the Loan Documents, such Grantor will not (a) grant any extension of the time of payment of any of such Grantor’s Receivables, (b) compromise or settle any such Receivable for less than the full amount thereof, (c) release, wholly or partially, any Person liable for the payment of any Receivable or (d) allow any credit or discount whatsoever on any such Receivable unless such extensions, compromises, settlements, releases, credits or discounts would not reasonably be expected to have a material adverse effect on the value of the Receivables constituting Collateral taken as a whole.

(ii) Such Grantor will deliver to the Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables.

5.2.9. Maintenance of Records. Such Grantor will keep and maintain at its own cost and expense reasonably satisfactory and complete records of its Collateral, including, without limitation, a record of all payments received and all credits granted with respect to such Collateral, and shall xxxx such records to evidence this Agreement and the Liens and the security interests created hereby. For the Agent’s and the other Secured Parties’ further security, the Agent, for its benefit and for the ratable benefit of the other Secured Parties, shall have a security interest in all of such Grantor’s books and records pertaining to such Grantor’s Collateral.

5.2.10. Intellectual Property.

(i) Such Grantor agrees that, should it, either by itself or through any agent, employee, licensee or designee, obtain, an ownership interest in any (x) registration or application of Copyright, Patent or Trademark or (y) exclusive rights under a Copyright License, Patent License or Trademark License which is not now a part of the Collateral, (A) the provisions of Section 3 shall automatically apply thereto, (B) any such Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License shall automatically become part of the Collateral, and (C) with respect to any ownership interest in any such Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License that such Grantor should obtain, it shall file all documents necessary to perfect a security interest therein in favor of the Agent for its benefit and for the ratable benefit of the other Secured Parties with (1) the United Stated Patent and Trademark Office within three months of obtaining any such ownership interest and (2) the United States Copyright Office within one month of obtaining any such ownership interest and shall give notice thereof to the Agent in writing, in reasonable detail, at its

address set forth in the Credit Agreement within 45 days after the end of the calendar quarter in which it obtains such ownership interest. Such Grantor hereby authorizes the Agent to modify this Agreement by amending Schedule 4 (and will cooperate reasonably with the Agent in effecting any such amendment) to include on Schedule 4 any Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License of which it receives notice under this Section, or to prepare and file with the United States Patent and Trademark Office or the United States Copyright Office a supplement to this Agreement to include any Copyright, Patent or Trademark of which it receives notice under this Section. Upon request of the Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Agent may request to evidence the Agent’s and the Secured Parties’ security interest in any Intellectual Property.

(ii) Except as permitted in the Loan Documents, such Grantor agrees to take all reasonably necessary steps, including, without limitation, (A) continue to use each material Trademark in order to maintain such Trademark in full force free from any claim of abandonment or cancellation for non-use, (B) maintain in all material respects as in the past the quality of all products and services offered under any material Trademark, (C) use each material Trademark with all appropriate notices of registration and all other notices and legends required by applicable Requirements of Law, (D) not (and will use commercially reasonable efforts to prohibit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby a material Trademark could reasonably be expected to become invalidated or diluted in any way, and (E) in the United States Patent and Trademark Office, to (x) maintain each trademark registration and each Trademark License identified on Schedule 4, and (y) pursue each trademark application now or hereafter identified on Schedule 4, including, without limitation, the filing of responses to office actions issued by the United States Patent and Trademark Office, the filing of any amendments to allege use or statements of use, the filing of applications for renewal, the filing of affidavits under Sections 8 and 15 of the United States Trademark Act, and the participation in opposition, cancellation, infringement and dilution proceedings, the payment of any maintenance or renewal fees, except, in each case in which such Grantor has reasonably determined that any of the foregoing is not material to its business. Such Grantor agrees to take corresponding steps with respect to each new or acquired trademark or service xxxx registration, or application for trademark or service xxxx registration, or any rights obtained under any Trademark License, in each case, to which it is now or later becomes entitled, except in each case in which such Grantor has reasonably determined that any of the foregoing is not material to its business. Any expenses incurred in connection with such activities shall be borne by such Grantor.

(iii) Such Grantor will not do any act, or omit to do any act (and will use commercially reasonable efforts to ensure that any licensee or sublicensee does not do any act or omit to do any act) whereby any material Patent is forfeited, abandoned or dedicated to the public, except in the case in which such Grantor has reasonably determined that the foregoing is not material to its business. Except as permitted in the Loan Documents, such Grantor agrees to take all necessary steps, including, without limitation, in the United States Patent and Trademark Office or in any court, to (A) maintain each Patent and each Patent License identified on Schedule 4, and (B) pursue each patent application, now or hereafter identified on Schedule 4, including, without limitation, the filing of divisional, continuation, continuation in part and substitute applications, the filing of applications for reissue, renewal or extensions, the payment

of maintenance fees, and the participation in interference, reexamination, opposition or infringement and misappropriation proceedings, except, in each case in which such Grantor has reasonably determined that any of the foregoing is not material to its business. Such Grantor agrees to take corresponding steps with respect to each new or acquired patent, patent application, or any rights obtained under any Patent License, in each case, to which it is now or later becomes entitled, except in each case in which such Grantor has reasonably determined that any of the foregoing is not material to its business. Any expenses incurred in connection with such activities shall be borne by such Grantor.

(iv) Except as provided in clause (v) hereof, such Grantor shall take all additional steps not set forth in clauses (ii) and (iii) hereof which it or the Agent deems reasonably appropriate under the circumstances to preserve and protect its material Patents, Patent Licenses, Trademarks, and Trademark Licenses.

(v) Such Grantor shall not abandon or cancel, or allow any trademark registration, patent or any pending trademark or patent application to be abandoned or cancelled, in each case listed on Schedule 4, without the written consent of the Agent, unless such Grantor shall have previously determined that such use or the pursuit or maintenance of such trademark registration, patent or pending trademark or patent application is not material to its business, in which case, such Grantor will, at least annually, give notice of any such abandonment or cancellation to the Agent in writing, in reasonable detail, at its address set forth in the Credit Agreement.

(vi) Such Grantor will not knowingly do any act or knowingly omit to do any act (and will use commercially reasonable efforts to ensure that any licensee or sublicensee does not do any act or omit to do any act) whereby any material portion of the Copyright could reasonably be expected to become materially impaired or dedicated to the public.

(vii) Such Grantor will not (and will use commercially reasonable efforts to ensure that any licensee or sublicense does not) knowingly infringe in any material respect upon the intellectual property rights of any other Person.

(viii) Such Grantor will notify the Agent promptly if it knows, or has reason to know, that any Intellectual Property may become forfeited, abandoned, cancelled or dedicated to the public, or of any material adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, or any U.S. court, but excluding normal course office actions) regarding such Grantor’s rights in, or the validity, enforceability, ownership or use of, any material Intellectual Property, including, without limitation, such Grantor’s right to register or maintain the same.

(ix) In the event that any Grantor becomes aware that any item of Intellectual Property which such Grantor has reasonably determined to be material to its business is infringed or misappropriated by a third party, which infringement or misappopriation would reasonably be expected to have a Material Adverse Change, such Grantor shall notify the Agent promptly and in writing, in reasonable detail, at its address set forth in the Credit Agreement, and shall take such actions as such Grantor or the Agent deems reasonably appropriate under the circumstances

to protect such Intellectual Property, including, without limitation, suing for damages and/or for an injunction against such infringement or misappropriation. Any expense incurred in connection with such activities shall be borne by such Grantor. Such Grantor will advise the Agent promptly and in writing, in reasonable detail, at its address set forth in the Credit Agreement, of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any item of the Intellectual Property which could reasonably result in a Material Adverse Change.

(x) Such Grantor shall xxxx its products with the trademark registration symbol ^®, the numbers of all appropriate patents, the common law trade xxxx symbol ™, the designation “patent pending,” as the case may be, to the extent that it is reasonably and commercially practicable.

(xi) Such Grantor will not create, incur or permit to exist, will defend the Intellectual Property against, and will take such other action as is reasonably necessary to remove, any material Lien or material adverse claim on or to any of the Intellectual Property other than Liens created hereby and other than as permitted pursuant to the Loan Documents (including, without limitation, any Liens permitted to exist on the Intellectual Property pursuant to Section 6.3 of the Credit Agreement), and will defend the right, title and interest of the Agent and the other Secured Parties in and to any of the Intellectual Property against the claims and demands of all Persons whomsoever, except where failure to defend would not have a Material Adverse Change.

(xii) Without the prior written consent of the Agent, such Grantor will not sell, assign, transfer, exchange, license or otherwise dispose of or grant any option with respect to, the Intellectual Property, or attempt, offer or contract to do so, except with respect to licenses in the ordinary course of business or as permitted by this Agreement or the other Loan Documents.

(xiii) Such Grantor will advise the Agent promptly and in writing, in reasonable detail, at its address set forth in the Credit Agreement, of (A) any Lien (other than Liens created hereby or permitted under the Loan Documents, including, without limitation, any Liens permitted to exist on the Intellectual Property pursuant to Section 6.3 of the Credit Agreement) on any Intellectual Property and (B) the occurrence of any other event which would reasonably be expected in the aggregate to have a material adverse effect on the aggregate value of the Intellectual Property as a whole or the Liens created hereunder.

5.2.11. Protection of Trade Secrets. Such Grantor shall take all commercially reasonable steps to preserve and protect the secrecy of all material Trade Secrets of such Grantor.

5.2.12. Contracts.

(i) Such Grantor will (a) perform and comply with such Grantor’s obligations under its Contracts (other than the Transguard Purchase Agreement), except to the extent noncompliance would not reasonably be expected to cause a Material Adverse Change and (b) perform and comply in all material respects with such Grantor’s obligations under the Transguard Purchase Agreement.

(ii) Such Grantor shall maintain the Transguard Purchase Agreement in full force and effect in all material respects until the intended termination thereof in accordance with its terms and enforce such Grantor’s rights under the Transguard Purchase Agreement in accordance with its terms in all material respects.

(iii) Such Grantor shall keep Agent informed of all circumstances bearing upon any material potential claim under or with respect to the Transguard Purchase Agreement and such Grantor shall not, without the prior written consent of Agent, such consent not to be unreasonably withheld or delayed, (a) waive any of its rights or remedies under the Transguard Purchase Agreement in any material respect; provided that each Grantor hereby acknowledges and agrees that any waiver of any such Grantor’s rights and remedies with respect to the Transguard Receivable shall be deemed to be material, (b) settle, compromise or offset any amount payable to such Grantor with respect to the Transguard Receivable or (c) amend or otherwise modify the Transguard Purchase Agreement in any manner which is materially adverse to the interests of Agent or any other Secured Party; provided each Grantor hereby acknowledges and agrees that any amendment of the Transguard Purchase Agreement that reduces the rights or remedies of any Grantor with respect to the Transguard Receivable shall be deemed to be materially adverse to the interests of Agent and the other Secured Parties.

5.2.13. Control Agreements.

(a) Each Grantor shall obtain an authenticated Control Agreement (which may include a Controlled Account Agreement), from each bank maintaining a Deposit Account which is not an Excluded Account for such Grantor;

(b) Except to the extent otherwise excused by the Credit Agreement, upon Agent’s reasonable request, each Grantor shall obtain an authenticated Control Agreement with respect to all of such Grantor’s Investment Property (other than Pledged Securities and Securities Accounts having an average daily balance in any fiscal quarter of less than $25,000); provided that with respect to such Grantor’s Investment Property existing as of the Closing Date (other than Pledged Securities and Securities Accounts having an average daily balance in any fiscal quarter of less than $25,000), each Grantor will use commercially reasonable efforts to obtain such Control Agreements.

5.2.14. Letter of Credit Rights. If the Grantors (or any of them) are or become the beneficiary of letters of credit having a face amount or value of $500,000 or more in the aggregate, then the applicable Grantor or Grantors shall promptly (and in any event within ten (10) Business Days after becoming a beneficiary), notify Agent thereof and, within thirty (30) Business Days after request by Agent, use commercially reasonable efforts to enter into a tri-party (or four-party, as applicable) agreement with Agent (and Term Loan Agent, as applicable) and the issuer or confirming bank with respect to letter-of-credit rights, and subject to the Intercreditor Agreement, assigning such letter-of-credit rights to Agent and directing all payments thereunder to Agent’s Account (as defined in the Credit Agreement), all in form and substance satisfactory to Agent.

5.2.15. Commercial Tort Claims. If the Grantors (or any of them) obtain Commercial Tort Claims having a value, or involving an asserted claim, in the amount of $2,000,000 or more in the aggregate for all Commercial Tort Claims, then the applicable Grantor or Grantors shall promptly (and in any event at the end of the fiscal quarter), notify Agent upon incurring or otherwise obtaining such Commercial Tort Claims and, promptly (and in any event at the end of the fiscal quarter) after request by Agent, amend Schedule 8 to describe such Commercial Tort Claims in a manner that reasonably identifies such Commercial Tort Claims and which is otherwise reasonably satisfactory to Agent, and hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such Commercial Tort Claims, and agrees to do such other acts or things deemed necessary or desirable by Agent to give Agent a second priority, perfected security interest in any such Commercial Tort Claim.

5.2.16. Government Contracts. Each Grantor shall comply with Section 5.16 of the Credit Agreement.

5.2.17. Controlled Accounts.

(a) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable and necessary steps to ensure that all of its and its Domestic Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks.

(b) Each Grantor shall establish and maintain Controlled Account Agreements with Agent, Term Loan Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent and Term Loan Agent. Each such Controlled Account Agreement shall provide, among other things, that (i) the Controlled Account Bank will comply with any instructions originated by Agent (or, after the Term Loan Agent becomes the controlling agent pursuant to the terms of such Controlled Account Agreement, the Term Loan Agent) directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (ii) the Controlled Account Bank waives any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Management Event has occurred. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) when such Cash Management Event is no longer in effect.

(c) So long as no Default or Event of Default has occurred and is continuing, Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account; provided, that, (A) such prospective Controlled Account Bank shall be reasonably

satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent and Term Loan Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment.

5.2.18. Covenants Under Loan Documents.

Each Grantor covenants and agrees with the Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of the date upon which the Obligations then due and owing shall have been paid in full and the Commitments shall have terminated, (i) such Grantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Grantor or any of its Subsidiaries and (ii) agrees and covenants (A) to do each of the things set forth in the Credit Agreement that each Borrower agrees and covenants to cause such Grantor to do, and (B) to not do each of the things set forth in the Credit Agreement that each Borrower agrees and covenants to cause such Grantor not to do, in each case, fully as though such Grantor was a party thereto, and such agreements and covenants are incorporated herein by this reference, mutatis mutandis.

5.2.19. Credit Card Agreements. Granting Parties shall (a) observe and perform all material terms, covenants, conditions and provisions of the Credit Card Agreements to be observed and performed by Granting Parties at the times set forth therein; (b) not do, permit, suffer or refrain from doing anything, as a result of which there could be a material default under or material breach of any of the terms of any of the Credit Card Agreements and (c) at all times maintain in full force and effect the Credit Card Agreements and not terminate, cancel, surrender, modify, amend, waive or release any of the Credit Card Agreements, or consent to or permit to occur any of the foregoing; except, that, (i) Granting Parties may terminate or cancel any of the Credit Card Agreements in the ordinary course of the business of Granting Parties; provided, that, Granting Parties shall give Administrative Agent not less than fifteen (15) days prior written notice of any such Granting Parties’ intention to so terminate or cancel any of the Credit Card Agreements; (d) give Administrative Agent prompt written notice of any Credit Card Agreement entered into by any Granting Party after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Administrative Agent may request and use its commercially reasonable efforts to deliver, or cause to be delivered to Administrative Agent, a Credit Card Notification in favor of Administrative Agent duly authorized, executed, delivered by the new Credit Card Issuer or Credit Card Processor; and (e) furnish to Administrative Agent, promptly upon the request of Administrative Agent, such information and evidence as Administrative Agent may reasonably require from time to time concerning the observance, performance and compliance by Granting Parties or the other party or parties thereto with the terms, covenants or provisions of the Credit Card Agreements. Granting Parties shall notify Administrative Agent promptly of: (i) any notice

of a material default by Granting Parties under any of the Credit Card Agreements or of any default which has a reasonable likelihood of resulting in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to Granting Parties, (ii) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to Granting Parties from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, and (iii) the failure of Granting Parties to comply with any material terms of the Credit Card Agreements or any terms thereof which have a reasonable likelihood of resulting in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to Granting Parties.

5.3. Covenants of Each Granting Party

Each Granting Party covenants and agrees with the Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) all Obligations then due and owing shall have been paid in full and the Commitments shall have terminated, or (ii) as to any Granting Party the date upon which all the Stock of such Granting Party shall have been sold or otherwise disposed of in accordance with the terms of the Credit Agreement:

5.3.1. If such Granting Party shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or similar rights in respect of the Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Granting Party shall accept the same as the agent of the Agent and the other Secured Parties, hold the same in trust for the Agent and the other Secured Parties and deliver the same promptly to the Agent in the exact form received, duly indorsed by such Granting Party to the Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Granting Party and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Granting Party be required to pledge, (i) more than 65% of any series of the outstanding voting Stock of any directly-held Foreign Subsidiary, (ii) any series of the outstanding voting Stock of any other Foreign Subsidiary, pursuant to this Agreement or (iii) more than 65% of any series of the outstanding voting Stock of any Foreign Subsidiary Holdco; provided further, that in no event shall Parent be required to pledge, directly, any Stock other than that of SWI and any certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or similar rights in respect of the Stock of SWI, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Stock of SWI, or otherwise in respect thereof) as well as Intercompany Notes. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of any Borrower permitted by the Credit Agreement) shall be paid over to the Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or

reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Agent, be delivered to the Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Granting Party, such Granting Party shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Granting Party, as additional collateral security for the Obligations.

5.3.2. Without the prior written consent of the Agent, such Granting Party will not (except pursuant to the Credit Agreement, or as permitted by the Credit Agreement) (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or non-consensual Liens arising by operation of law or (iv) enter into any agreement or undertaking restricting the right or ability of such Granting Party or the Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.

5.3.3. Such Granting Party shall maintain the security interest created by this Agreement in such Granting Party’s Collateral as a perfected security interest having at least the priority described in Section 4.3.5 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Agent, and at the sole expense of such Granting Party, such Granting Party will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Granting Party.

5.3.4. Covenants Under Loan Documents.

Each Granting Party covenants and agrees with the Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of the date upon which the Obligations then due and owing shall have been paid in full and the Commitments shall have terminated, (i) such Granting Party shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Granting Party or any of its Subsidiaries and (ii) agrees and covenants (A) to do each of the things set forth in the Credit Agreement that each Borrower agrees and covenants to cause such Granting Party to do, and (B) to not do each of the things set forth in the Credit Agreement that each Borrower agrees and covenants to cause such Granting Party not to do, in each case, fully as though such Granting Party was a party thereto, and such agreements and covenants are incorporated herein by this reference, mutatis mutandis.

SECTION VI

REMEDIAL PROVISIONS

6.1. Certain Matters Relating to Receivables

(a) In addition to the rights of the Secured Parties under the Credit Agreement and other Loan Documents, at any time and from time to time after the occurrence and during the continuance of an Event of Default, the Agent shall have the right to make test verifications of the Receivables in any manner and through any reasonable medium that it reasonably considers advisable, and the relevant Grantor shall furnish all such assistance and information as the Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables.

(b) At the Agent’s request, each Grantor shall deliver to the Agent copies or, if required by the Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Grantor’s Receivables, including, without limitation, all statements relating to such Grantor’s Receivables and all orders, invoices and shipping receipts.

6.2. Communications with Obligors; Grantors Remain Liable

(a) The Agent in its own name or in the name of others may at any time and from time to time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Agent’s satisfaction the existence, amount and terms of any Receivables or Contracts.

(b) Upon the request of the Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on such Grantor’s Receivables and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Receivables and such Contracts have been assigned to the Agent, for its benefit and the ratable benefit of the other Secured Parties, and that payments in respect thereof shall be made directly to the Agent.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Agent nor any Secured Party shall have any obligation or liability under any Receivable or Contract (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Agent or any other Secured Party of any payment relating thereto, nor shall the Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to

any Receivable or Contract (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

6.3. Pledged Stock.

(a) Unless an Event of Default shall have occurred and be continuing and the Agent shall have given notice to the relevant Granting Party of the Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Granting Party shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or such other action taken (other than in connection with a transaction expressly permitted by the Credit Agreement) which would materially impair the Collateral or the related rights or remedies of the Secured Parties or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.

(b) If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise such rights to the relevant Granting Party or Granting Partys, (i) the Agent shall have the right to receive any and all dividends, distributions, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as is provided in Section 6.5, (ii) Agent may elect that any or all of the Pledged Securities shall be registered in the name of the Agent or its nominee, and (iii) the Agent or its nominee may exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by the relevant Granting Party or the Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may reasonably determine), all without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by it, but the Agent shall have no duty to any Person to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing, provided that the Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Securities in any way that would constitute an exercise of the remedies described in Section 6.6 other than in accordance with Section 6.6.

(c) Each Granting Party hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Granting Party hereunder to (i) comply with any instruction received by it from the Agent in writing that (x) states that an Event of Default has occurred and is

continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Granting Party, and each Granting Party agrees that each Issuer shall be fully protected in so complying and (ii) to the extent so provided in this Section 6.3, pay any dividends or other payments with respect to the Pledged Securities directly to the Agent.

(d) If Agent duly exercises its right to vote any of such Pledged Securities, each Granting Party hereby appoints Agent, such Granting Party’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Securities in any manner Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable.

6.4. Proceeds to be Turned Over To Agent.

In addition to the rights of the Agent and the other Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, and the Agent shall have instructed any Grantor to do so, all Proceeds received by such Grantor consisting of cash, checks and other Cash Equivalents shall be held by such Grantor in trust for the Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if required).

6.5. Application of Proceeds.

It is agreed that if an Event of Default shall occur and be continuing, any and all Proceeds of the relevant Granting Party’s Collateral received by the Agent (whether from the relevant Granting Party or otherwise) shall be held by the Agent for its benefit and for the ratable benefit of the other Secured Parties as collateral security for the Obligations (whether matured or unmatured), and/or then or at any time thereafter may, in the sole discretion of the Agent, subject to the provisions of the Intercreditor Agreement, be applied by the Agent against the Obligations as set forth in the Credit Agreement.

6.6. Code and Other Remedies.

If an Event of Default shall occur and be continuing, the Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code or any other applicable law. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or

private sale or sales, at any exchange, broker’s board or office of the Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any other Secured Party shall have the right to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Agent’s request, to assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations. To the extent permitted by applicable law, each Granting Party waives all claims, damages and demands it may acquire against the Agent or any other Secured Party arising out of the exercise by them of any rights hereunder, except to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such other Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

6.7. Registration Rights.

(a) If the Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the reasonable opinion of the Agent it is necessary or reasonably advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Granting Party will use its reasonable best efforts to cause the Issuer thereof to (i) execute and deliver, and use its best efforts to cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Agent, necessary or advisable to register such Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its reasonable best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year from the date of the first public offering of such Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Such Granting Party agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) Such Granting Party recognizes that the Agent may be unable to effect a public sale of any or all such Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to

agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Such Granting Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(c) Such Granting Party agrees to use its reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of such Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Such Granting Party further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Agent and the other Secured Parties, that the Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Granting Party, and to the extent permitted by applicable law, such Granting Party hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit Agreement.

6.8. Deficiency.

Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the Lender Group Expenses to collect such deficiency.

6.9. Marshaling.

The Agent shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

6.10. Intellectual Property License.

To the extent required for Agent to exercise its rights under Section 6.6, Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s Intellectual Property, including but not limited to, any labels, Patents, Trademarks,

trade names, URLs, domain names, industrial designs, Copyrights, and advertising matter, whether owned by any Grantor or with respect to which any Grantor has rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of Agent.

SECTION VII

AGENT

7.1. Agent’s Appointment as Attorney-in-Fact, etc.

(a) Each Granting Party hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Granting Partly and in the name of such Granting Party or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement to the extent permitted by applicable law. Without limiting the generality of the foregoing, at any time when an Event of Default has occurred and is continuing (in each case to the extent permitted by applicable law), (x) each Granting Party hereby gives the Agent the power and right, on behalf of such Granting Party, without notice or assent by such Granting Party, to execute, in connection with any sale provided for in Section 6.6 or 6.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to such Granting Party’s Collateral and (y) each Grantor hereby gives the Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract of such Grantor or with respect to any other Collateral of such Grantor and file any claim or take any other action or institute any proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Receivable or Contract of such Grantor or with respect to any other Collateral of such Grantor whenever payable;

(ii) in the case of any Copyright, Patent or Trademark constituting Collateral of such Grantor, execute and deliver any and all agreements, instruments, documents and papers as the Agent may reasonably request to evidence the Agent’s and the other Secured Parties’ security interest in such Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral of such Grantor, other than Liens permitted under this Agreement or the other Loan Documents, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; and

(iv) (1) direct any party liable for any payment under any of the Collateral of such Grantor to make payment of any and all moneys due or to become due thereunder directly to the Agent or as the Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral of such Grantor; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral of such Grantor; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral of such Grantor or any portion thereof and to enforce any other right in respect of any Collateral of such Grantor; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral of such Grantor; (6) settle, compromise or adjust any such suit, action or proceeding described in clause (5) above and, in connection therewith, to give such discharges or releases as the Agent may deem appropriate; (7) subject to any existing reserved rights or licenses, assign any Copyright, Patent or Trademark constituting Collateral of such Grantor (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Agent shall in its sole discretion determine; (8) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor; (9) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral; (10) to repair, alter, or supply goods or services, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor; and (11) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral of such Grantor as fully and completely as though the Agent were the absolute owner thereof for all purposes, and do, at the Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary to protect, preserve or realize upon the Collateral of such Grantor and the Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 7.1(a) to the contrary notwithstanding, the Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing.

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

(c) The reasonable expenses of the Agent incurred in connection with actions undertaken as provided in this Section 7.1, from the date of payment by the Agent to the date reimbursed by the relevant Granting Party, shall be payable by such Granting Party to the Agent on demand.

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

7.2. Duty of Agent.

The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as the Agent deals with similar property for its own account. Neither the Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Granting Party or any other Person or (except as provided in the first sentence of this Section 7.2) to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Agent and the other Secured Parties hereunder are solely to protect the Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent or any other Secured Party to exercise any such powers. The Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Granting Party for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

7.3. Execution of Financing Statements.

Pursuant to applicable law, each Granting Party authorizes the Agent to file or record financing statements and amendments and other filing or recording documents or instruments with respect to such Granting Party’s Collateral without the signature of such Granting Party in such form and in such offices as the Agent reasonably determines appropriate to perfect the security interests of the Agent under this Agreement. Each Grantor authorizes the Agent to use the collateral description “all personal property” or “all assets”, in each case “now owned or hereafter acquired by the Grantor or in which the Grantor otherwise has rights”, in any such financing statement. Each Grantor hereby ratifies and authorizes the filing by the Agent of any financing statement with respect to the Collateral made prior to the date hereof.

7.4. Authority of Agent.

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

7.5. Books and Records; Right Of Inspection.

Each Granting Party shall keep proper books and records pursuant to the terms of the Credit Agreement and such Agent shall have such inspection rights as pursuant to the terms of Section 5.6 of the Credit Agreement.

SECTION VIII

MISCELLANEOUS

8.1. Amendments in Writing.

Except as otherwise provided in Section 14.1 of the Credit Agreement, none of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Parent (if an affected Granting Party with respect thereto), Administrative Borrower and the Agent, provided, that any provision of this Agreement imposing obligations on any Granting Party may be waived by a written instrument executed by the Agent.

8.2. Notices.

All notices, requests and demands to or upon the Agent or any Granting Party hereunder shall be effected in the manner provided for in Section 11 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1, unless and until such Guarantor shall change such address by notice to the Agent given in accordance with Section 11 of the Credit Agreement.

8.3. No Waiver by Course of Conduct; Cumulative Remedies.

Neither the Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Agent or any other Secured Party or any Granting Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Agent or such other Secured Party or such Granting Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4. Enforcement Expenses; Indemnification.

(a) Each Granting Party agrees to pay or reimburse each Secured Party and the Agent for all their respective costs and expenses incurred in collecting against any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against any Granting Party and the other Loan Documents to which such Granting Party is a party, including, without limitation, the fees and disbursements of counsel to the Secured Parties and the Agent.

(b) Each Guarantor agrees to pay, and to save the Agent and the Secured Parties harmless, in each case to the extent the Borrowers would be required to do so pursuant to Section 10.3 of the Credit Agreement.

(c) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

8.5. Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the Granting Parties, the Agent and the Secured Parties and their respective successors and assigns; provided that no Granting Party may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Agent (unless to another Granting Party to the extent permitted under the Credit Agreement).

8.6. Set-Off.

Each Grantor hereby irrevocably authorizes the Agent and each other Secured Party at any time and from time to time without notice to such Grantor, any other Grantor or any Borrower, any such notice being expressly waived by each Grantor and by each Borrower, to the extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default and any amount remaining unpaid after it becomes due and payable by such Grantor hereunder, to set-off and appropriate and apply against any such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Agent or such other Secured Party or any affiliate, branch or agency thereof to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Agent or such other Secured Party may elect. The Agent and each other Secured Party shall notify such Grantor promptly of any such set-off and the application made by the Agent or such other Secured Party of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agent and each other Secured Party under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Agent or such other Secured Party may have.

8.7. Counterparts.

This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

8.8. Severability.

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

8.9. Section Headings.

The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.10. Integration.

This Agreement and the other Loan Documents represent the entire agreement of the Granting Parties, the Agent and the other Secured Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Granting Parties, the Agent or any other Secured Party relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

8.11. GOVERNING LAW.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.12. Submission To Jurisdiction; Waivers.

Each party hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York, the courts of the United States of America in New York County in New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address referred to in Section 8.2 or at such other address of which the Agent (in the case of any other party hereto) or the Borrowers (in the case of the Agent) shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any punitive damages.

8.13. Acknowledgments.

Each Granting Party hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) neither the Agent nor any other Secured Party has any fiduciary relationship with or duty to any Granting Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Granting Parties, on the one hand, and the Agent and the Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby and thereby among the Secured Parties or among the Granting Parties and the Secured Parties.

8.14. WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

8.15. Additional Grantors.

Each new Domestic Subsidiary of any Borrower that is required to become a party to this Agreement pursuant to Section 5.10 or 6.15 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto.

8.16. Security Interest Absolute; Termination or Release.

(a) This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until all Obligations then due and owing shall have been paid in full and the Commitments are terminated. All rights of Agent hereunder, the security interest granted hereby and all Guarantor Obligations hereunder shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of the Credit Agreement or any other Loan Document, any of the Obligations or any Collateral therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any other Secured Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower against Agent or any other Secured Party, (iii) any change in the time, manner or place of payment, amendment, or waiver or increase in any of the Obligations, (iv) any exchange, taking, or release of Collateral, (v) any change in the corporate (or other) structure or existence of any Borrower, (vi) any application of Collateral to any of the Obligations in accordance with the terms of this Agreement, (vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of Agent or any other Secured Party with respect thereto or (viii) any other circumstance whatsoever, other than payment in full of all Obligations then due and owing and the termination of the Commitments, which (with or without notice to or knowledge of any Borrower or any Guarantor) constitutes, or might be construed to constitute, an equitable or legal discharge of any Granting Party in respect of the Obligations or this Agreement.

(b) At such time as all Obligations then due and owing shall have been paid in full and the Commitments are terminated, this Agreement, the guarantees made herein, the security interest granted hereby and all obligations (other than those expressly stated to survive such termination) of the Agent and each Granting Party hereunder shall automatically terminate and be released, all without delivery of any instrument or performance of any act by any party.

(c) In connection with the consummation of any transaction permitted by the Credit Agreement as a result of which a Granting Party ceases to be a Subsidiary, such Granting Party shall automatically be released from its obligations hereunder and the Lien created hereunder in the Collateral of a Granting Party shall be automatically released.

(d) In connection with any sale or other disposition of Collateral permitted by the Credit Agreement (including, without limitation, any Accounts arising from the Relocation SPV Financing or the **** Purchased Accounts), the Lien pursuant to this Agreement on such sold or disposed of Collateral shall be automatically released (but, with respect to the **** Purchased Accounts, subject to Section 3.4 herein, and with respect to any Accounts arising from the Relocation SPV Financing, subject to Section 3.5 herein).

(e) In connection with termination or release pursuant to paragraphs (b), (c) or (d) above, the Agent shall execute and deliver to the relevant Granting Party (at the sole cost and expense of such Grantor) all releases or other documents (including without limitation Uniform Commercial Code termination statements) necessary or reasonably desirable for the release of the Liens created hereby on such Collateral and, if applicable, such Guarantee as such Granting Party may reasonably request. Any execution and delivery of documents pursuant to this Section 8.16 shall be without recourse to or representation or warranty by Agent or any other Secured Party.

8.17. Intercreditor Agreement.

Notwithstanding anything to the contrary herein, the Liens and rights granted to the Agent pursuant to this Agreement or any other Loan Document, and the exercise of any right or remedy, by the Agent hereunder or thereunder, are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement or any other Loan Document, the terms of the Intercreditor Agreement shall govern and control with respect to any right or remedy. If any Granting Party shall pledge any assets or undertake any actions to perfect or protect any Liens on any assets pledged in connection with the Loan Documents, such Granting Party may simultaneously pledge such assets or undertake such actions with respect to such assets as necessary to comply with the provisions set forth in the Intercreditor Agreement, without further request or consent by the other Secured Parties party hereto or thereto.

8.18. SWI as Agent for Grantors.

Each Grantor hereby irrevocably appoints SWI as attorney-in-fact for such Grantor (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Grantor that such appointment has been revoked and that another Grantor has been appointed Administrative Borrower. Each Grantor hereby irrevocably appoints and authorizes the Administrative Borrower to provide Agent with all notices and instructions under this Agreement and the other Loan Documents, and (b) to take such action as the Administrative Borrower deems appropriate on its behalf to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents.

[signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written.

A FIVE STAR FORWARDING, LLC

A RELOCATION SOLUTIONS MANAGEMENT, LLC

A THREE RIVERS FORWARDING, LLC

A.V.L. TRANSPORTATION, LLC

ALASKA USA VAN LINES, LLC

ALLIANCE RELOCATION SERVICES, LLC

ALLIED ALLIANCE FORWARDING, LLC

ALLIED CONTINENTAL FORWARDING, LLC

ALLIED DOMESTIC FORWARDING, LLC

ALLIED FREIGHT FORWARDING, LLC

ALLIED INTERMODAL FORWARDING, LLC

ALLIED INTERNATIONAL N.A., INC.

ALLIED INTERSTATE TRANSPORTATION, INC.

ALLIED TRANSCONTINENTAL FORWARDING, LLC

ALLIED TRANSPORTATION FORWARDING, LLC

ALLIED VAN LINES TERMINAL COMPANY

ALLIED VAN LINES, INC. OF INDIANA

AMERICAS QUALITY VAN LINES, LLC

ANAHEIM MOVING SYSTEMS, LLC

XXXXXXXXXX MOVING & STORAGE, LLC

XXXXXXXXXX VAN LINES, LLC

CITY STORAGE & TRANSFER, INC.

DJK RESIDENTIAL LLC

FEDERAL TRAFFIC SERVICE, LLC

FLEET INSURANCE MANAGEMENT, INC.

FRONTRUNNER WORLDWIDE, INC.

GLOBAL VAN LINES, LLC

GLOBAL WORLDWIDE, LLC

J.D.C. INTERNATIONAL, INC.

LYON VAN LINES, LLC

LYON WORLDWIDE SHIPPING, LLC

MERIDIAN MOBILITY RESOURCES, INC.

MOVE MANAGEMENT SERVICES, INC.

NACAL, LLC

NORAM FORWARDING, LLC

NORTH AMERICAN FORWARDING, LLC

NORTH AMERICAN INTERNATIONAL N.A., INC.

NORTH AMERICAN VAN LINES OF TEXAS, LLC

RELOCATION RISK SOLUTIONS, LLC

SIRVA CONTAINER LINES, INC.

SIRVA FREIGHT FORWARDING, INC.

SIRVA GLOBAL RELOCATION, INC.

SIRVA IMAGING SOLUTIONS, INC.

SIRVA MLS, INC.

SIRVA MOVE MANAGEMENT, INC.

SIRVA RELOCATION PROPERTIES, LLC

SIRVA SETTLEMENT OF ALABAMA, LLC

SIRVA SETTLEMENT, INC.

TRIDENT TRANSPORT INTERNATIONAL, INC.

Each By: /s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X. Xxxxxxx

Title: Treasurer

[Signature Page to Guarantee and Collateral Agreement]


Acknowledged and Agreed to as of the date hereof by:

XXXXXXX XXXXX BANK USA, as Agent

By:		/s/ Xxxxxxx X. Xxxxxxx
		Authorized Signatory

[Signature Page to Guarantee and Collateral Agreement]

Schedule 1

NOTICE ADDRESSES OF GUARANTORS

Schedule 2

DESCRIPTION OF PLEDGED SECURITIES

Pledged Stock:


Issuer		Class of Stock		Stock Certificate No.		No. of Shares

Pledged Notes:


Issuer		Payee		Principal Amount

Schedule 3

LOCATION OF JURISDICTION OF ORGANIZATION


Grantor		Location

Schedule 4

COPYRIGHTS AND COPYRIGHT LICENSES

PATENTS AND PATENT LICENSES

TRADEMARKS AND TRADEMARK LICENSES

Schedule 5

EXISTING PRIOR LIENS

Schedule 6

RECEIVABLES

Schedule 7

CONTRACTS

Schedule 8

COMMERCIAL TORT CLAIMS

Schedule 9

FILING JURISDICTIONS

Schedule 10

CONTROLLED ACCOUNT BANKS

ACKNOWLEDGMENT AND CONSENT ¹

The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement dated as of March 27, 2013 (the “Agreement”), made by the Grantors (as defined therein) named therein for the benefit of Xxxxxxx Xxxxx Bank USA, as Agent. The undersigned agrees in favor of the Agent for its benefit and the ratable benefit of the other Secured Parties (as defined therein) as follows:

1. The undersigned will be bound by the terms of the Agreement and will comply with such terms from and after the date hereof insofar as such terms are applicable to the undersigned.

2. The undersigned will notify the Agent promptly in writing of the occurrence of any of the events described in Section 5.3.1 of the Agreement.

3. The terms of Sections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) and 6.7 of the Agreement.


[NAME OF ISSUER]

By
Title

Address for Notices:


Fax:

¹	This consent is necessary only with respect to any Issuer of Pledged Stock which is not also a Grantor

Annex 1 to

Guarantee and Collateral Agreement

ASSUMPTION AGREEMENT, dated as of , 20[ ], made by , a corporation (the “Additional Grantor”), in favor of XXXXXXX SACHS BANK USA, as administrative agent (in such capacity, the “Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.

W I T N E S S E T H :

WHEREAS, SIRVA Worldwide, Inc., a Delaware corporation (“SWI”), North American Van Lines, Inc., a Delaware corporation (“NAVL”), Allied Van Lines, Inc., a Delaware corporation (“Allied”), SIRVA Relocation LLC, a Delaware limited liability company (“SIRVA Relocation”; together with SWI, NAVL and Allied, the “Borrowers”), SIRVA, Inc., a Delaware corporation (“Parent”), the Lenders, the Agent and Xxxxxxx Xxxxx Bank USA, as administrative agent, are parties to a Credit Agreement, dated as of March 27, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, in connection with the Credit Agreement, the Borrowers, Parent and the other Grantors named therein are parties to the Guarantee and Collateral Agreement, dated as of March 27, 2013 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), in favor of the Agent, for its benefit and the ratable benefit of the other Secured Parties (as defined in the Guarantee and Collateral Agreement);

WHEREAS, the Additional Grantor is a member of an affiliated group of companies that includes the Borrowers and the other Grantors party to the Guarantee and Collateral Agreement; the proceeds of the extensions of credit to the Borrowers under the Credit Agreement will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Grantors (including the Additional Grantor) in connection with the operation of their respective businesses; and the Borrowers and the Grantors (including the Additional Grantor) are engaged in related businesses, and each such Grantor (including the Additional Grantor) will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement;

WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;

Annex 1 - Page 1

NOW, THEREFORE, IT IS AGREED:

1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Guarantor [, Grantor and Granting Party]² [and Grantor] [and Granting Party] and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor [, Grantor and Granting Party] [and Grantor] [and Granting Party]³ thereunder. Without limiting the generality of the foregoing, the Additional Grantor hereby grants and pledges to the Agent, as collateral security for the full payment (whether at stated maturity, by acceleration or otherwise) of the Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of a Guarantor [, Grantor and Granting Party][and Grantor][and Granting Party] thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules to the Guarantee and Collateral Agreement, and such Schedules are hereby amended and modified to include such information. The Additional Grantor hereby represents and warrants that each of the representations and warranties of such Additional Grantor, in its capacities as a Guarantor [, Grantor and Granting Party] [and Grantor] [and Granting Party],⁴ contained in Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. The Additional Grantor Party also hereby provides the authorizations set forth in Section 7.3 of the Guarantee and Collateral Agreement with respect to the filings described therein (including, without limitation, authorization for the Agent to file Uniform Commercial Code financing statements describing the Collateral as “all personal property” or “all assets,” in each case “now owned or hereafter acquired by the Grantor or in which the Grantor otherwise has rights”).

2. Governing Law. THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

²	Indicate the capacities in which the Additional Grantor is becoming a Grantor. Absent any special circumstances, the Additional Grantor should be a Guarantor, Grantor and Granting Party.

³	Indicate the capacities in which the Additional Grantor is becoming a Grantor.

⁴	Indicate the capacities in which the Additional Grantor is becoming a Grantor.

Annex 1 - Page 2

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.


[ADDITIONAL GRANTOR]

By:
Name:
Title:

Annex 1 - Page 3

Annex 1-A to

Assumption Agreement

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CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. GUARANTEE AND...

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