Document

Exhibit 10.2
Execution Version



			
	


GUARANTEE AND COLLATERAL AGREEMENT
Dated as of January 14, 2021 
made by
KALTURA, INC.,
as the Borrower,
and the other Grantors referred to herein,
in favor of
SILICON VALLEY BANK,
as Administrative Agent
			
	








TABLE OF CONTENTS

												
				Page
				
	SECTION 1.	DEFINED TERMS	1
	1.1		Definitions	1
	1.2		Other Definitional Provisions	5
				
	SECTION 2.	GUARANTEE	5
	2.1		Guarantee	5
	2.2		Right of Contribution	6
	2.3		No Subrogation	6
	2.4		Amendments, etc	7
	2.5		Guarantee Absolute and Unconditional; Guarantor Waivers; Guarantor Consents	7
	2.6		Reinstatement.	10
	2.7		Payments	10
	2.8		Keepwell	10
	2.9		Guarantee Limitation	10
				
	SECTION 3.	GRANT OF SECURITY INTEREST	10
	3.1		Grant of Security Interests	10
	3.2		Grantors Remains Liable	12
	3.3		Perfection and Priority	12
				
	SECTION 4.	REPRESENTATIONS AND WARRANTIES	13
	4.1		Title; No Other Liens	14
	4.2		Perfected Liens	14
	4.3		Jurisdiction of Organization; Chief Executive Office and Locations of Books	14
	4.4		Inventory and Equipment.	14
	4.6		Pledged Collateral	14
	4.7		Investment Accounts	15
	4.8		Receivables	15
	4.9		Intellectual Property	15
	4.10		Instruments	16
	4.11		Letter of Credit Rights	16
	4.12		Commercial Tort Claims	16
				
	SECTION 5.	COVENANTS	16
	5.1		Delivery of Instruments, Certificated Securities and Chattel Paper	16
	5.2		Maintenance of Insurance	17
	5.3		Maintenance of Perfected Security Interest; Further Documentation	17
	5.4		Changes in Locations, Name, Etc	17
	5.5		Notices	18
	5.6		Instruments; Investment Property	18
	5.7		Securities Accounts; Deposit Accounts	19
	5.8		Intellectual Property	20
	5.9		[Reserved]	21
	5.10		Defense of Collateral	21
	5.11		Preservation of Collateral	21
	5.12		Compliance with Laws, Etc	21
	5.13		[Reserved]	21


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TABLE OF CONTENTS
(continued)

												
				Page
				
	5.14		Location of Collateral	21
	5.15		Maintenance of Records	22
	5.16		[Reserved]	22
	5.17		Liens	22
	5.18		Expenses	22
	5.19		[Reserved]	22
	5.20		Chattel Paper	22
	5.21		Commercial Tort Claims	22
	5.22		Letter-of-Credit Rights	22
	5.23		Shareholder Agreements and Other Agreements	22
	5.24		Government Receivables	23
				
	SECTION 6.	REMEDIAL PROVISIONS	23
	6.1		Certain Matters Relating to Receivables	23
	6.2		Communications with Obligors; Grantors Remain Liable	23
	6.3		Investment Property	24
	6.4		Proceeds to be Turned Over To Administrative Agent...	25
	6.5		Application of Proceeds	25
	6.6		Code and Other Remedies	26
	6.7		Registration Waiver	27
	6.8		Intellectual Property License	27
	6.9		Deficiency	27
				
	SECTION 7.	THE ADMINISTRATIVE AGENT	28
	7.1		Administrative Agent's Appointment as Attorney-in-Fact, etc	28
	7.2		Duty of Administrative Agent	29
	7.3		Authority of Administrative Agent	29
				
	SECTION 8.	MISCELLANEOUS	30
	8.1		Amendments in Writing	30
	8.2		Notices	30
	8.3		No Waiver by Course of Conduct; Cumulative Remedies	30
	8.4		Enforcement Expenses; Indemnification	30
	8.5		Successors and Assigns	30
	8.6		Set Off	31
	8.7		Counterparts	31
	8.8		Severability	31
	8.9		Section Headings	31
	8.10		Integration	31
	8.11		GOVERNING LAW	31
	8.12		Submission to Jurisdiction; Waivers	32
	8.13		Acknowledgements	32
	8.14		Additional Grantors	32
	8.15		Releases	32
	8.16		WAIVER OF JURY TRIAL	32
	8.17		Patriot Act	33
	8.18		Security Limitations	33


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TABLE OF CONTENTS
(continued)

												
				Page
				
				
	SCHEDULES	
				
	Schedule 1	Notice Addresses	
	Schedule 2	Investment Property	
	Schedule 3	Perfection Matters	
	Schedule 4	Jurisdictions of Organization and Chief Executive Offices, etc.	
	Schedule 5	Equipment and Inventory Locations	
	Schedule 6	Intellectual Property	
	Schedule 7	Letter of Credit Rights	
	Schedule 8	Commercial Tort Claims	
				
	ANNEXES		
				
	Annex 1	Form of Assumption Agreement	
	Annex 2	Form of Pledge Supplement	


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GUARANTEE AND COLLATERAL AGREEMENT
This GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of January 14, 2021, is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”), in favor of SILICON VALLEY BANK, as administrative agent and collateral agent (together with its successors, in such capacities, the “Administrative Agent”) for the banks and other financial institutions or entities (each a “Lender” and, collectively, the “Lenders”) from time to time parties to that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among KALTURA, INC., a Delaware corporation (the “Borrower”), the Lenders party thereto, and the Administrative Agent.
INTRODUCTORY STATEMENTS
WHEREAS, the Borrower is a member of an affiliated group of companies that includes each other Grantor;
WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective business;
WHEREAS, certain of the Qualified Counterparties may enter into Specified Swap Agreements with the Borrower;
WHEREAS, the Cash Management Banks may enter into Cash Management Agreements with the Grantors;
WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor derives substantial direct and indirect benefit from the extensions of credit under the Credit Agreement, the Cash Management Agreements, and from the Specified Swap Agreements; and
WHEREAS, it is a condition precedent to the Closing Date that the Grantors shall have executed and delivered this Agreement in favor of the Administrative Agent for the ratable benefit of the Secured Parties.
NOW, THEREFORE, in consideration of the above premises, the parties hereto hereby agree as follows:
SECTION 1.Defined Terms.
1.1Definitions.
(a)Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the respective meanings given to such terms in the Credit Agreement, and the following terms are used herein as defined in the UCC: Account, Certificated Security, Chattel Paper, Commercial Tort Claim, Commodity Account, Document, Equipment, Fixtures, General Intangible, Goods, Instrument, Inventory, Letter-of-Credit Rights, Money, Securities Account and Supporting Obligation.
(b)The following terms shall have the following meanings:
“Administrative Agent”:  as defined in the preamble hereto.
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“Agreement”:   as defined in the preamble hereto.
“Books”:  all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for any Grantor in connection with the ownership of its assets or the conduct of its business or evidencing or containing information relating to the Collateral, including: (a) ledgers; (b) records indicating, summarizing, or evidencing such Grantor's assets (including Inventory and Rights to Payment), business operations or financial condition; (c) computer programs and software; (d) computer discs, tapes, files, manuals, spreadsheets; (e) computer printouts and output of whatever kind; (f) any other computer prepared or electronically stored, collected or reported information and equipment of any kind; and (g) any and all other rights now or hereafter arising out of any contract or agreement between such Grantor and any service bureau, computer or data processing company or other Person charged with preparing or maintaining any of such Grantor's books or records or with credit reporting, including with regard to any of such Grantor's Accounts.
“Borrower”:  as defined in the preamble hereto.
“Centre of Main Interests”:  as that term is used in Article 3(1) of Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast).
“Collateral”: as defined in Section 3.1.
“Collateral Account”:  any collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4.
“Copyright License”:   any written agreement which (a) names a Grantor as licensor or licensee (including those listed on Schedule 6), or (b) grants any right under any Copyright to a Grantor, including any rights to manufacture, distribute, exploit and sell materials derived from any Copyright.
“Copyrights”:  (a) all copyrights arising under the laws of the United States, any state thereof, any other  country  or any political  subdivision  thereof,  together  with  the underlying  works  of authorship (including  titles), whether  registered  or unregistered  and whether  published  or unpublished  (including those  listed  on  Schedule  6),  all  computer  programs,  computer  databases, computer  program  flow diagrams, source codes, object  codes  and all other tangible property embodying  or incorporating  any copyrights, all registrations and recordings thereof, and all applications in connection   therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (b) the right to obtain any renewals thereof.
“Deposit Account”:   as defined in the Uniform Commercial  Code and,  in any event,  including any demand, time, savings, passbook or like account maintained with a depositary institution.
“Excluded Accounts”:  (a) Deposit  Accounts  exclusively  used as payroll, healthcare  and other employee  wage  and benefits  accounts,  (b)  sales,  payroll  and  similar  tax  trust  accounts,  (c) escrow, defeasance  and  redemption  accounts,  (d)  fiduciary  or  trust  accounts,  (e) zero-balance   accounts,  (f) accounts with a 30-day average principal balance not in excess of $100,000 in the aggregate and (g) the funds or other property held in or maintained for such purposes in any such account described in clauses (a) through (f).
“Excluded Assets”:  collectively,
(a)Equipment owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation or Capital Lease Obligation not prohibited by the terms of the Credit Agreement  if the contract or other agreement pursuant to which such Lien is granted 
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( or the documentation  providing  for such purchase money obligation  or Capital Lease Obligation)  validly prohibits the creation of any other Lien on such Equipment  and proceeds of such Equipment;
(b)any Collateral with respect to which the Administrative  Agent has determined, in consultation  with  the  Borrower,  that  the  costs  of obtaining  a  security  interest  in  such  Collateral  are excessive in relation to the benefits provided  to the Secured Parties by such security interest;
(c)any real property  leasehold interests of any Grantor;
(d)margin  stock  (within  the meaning  of Regulation  U  issued  by  the Board)  to the extent  the  creation  of a  security  interest therein  in  favor  of the  Administrative   Agent  (for  the  ratable benefit  of the  Secured  Parties)  will  result  in  a  violation   of  any  regulation   of the  Board,  including Regulation  T, Regulation U and Regulation X issued by the Board;
(e)any Capital  Stock ( other than Capital  Stock of a Loan Party  or a wholly-owned direct Subsidiary thereof which is not excluded pursuant  to clause (g) below) if the granting  of a security interest in such Capital  Stock is prohibited  by the applicable joint  venture, shareholder, stock purchase  or similar agreement  (after giving effect  to the UCC or any other applicable  law (including  the Bankruptcy Code) or principles  of equity);
(f)motor vehicles and other equipment covered by certificates of title;
(g)(i) Capital Stock of Borrower, (ii) Capital Stock of any Excluded Subsidiary that is an Immaterial Subsidiary, (iii) Capital Stock of any indirect Subsidiary, and (iv) voting Capital Stock of any Foreign Subsidiary (other than Kaltura Europe Limited) in excess of 65% of the outstanding voting Capital Stock of such entity;
(h)fee-owned real estate having a fair market value of less than $1,000,000;
(i)any intent-to-use United  States Trademark application  for which  neither  (i) an amendment to allege use to bring the application into conformity with 15 U.S.C. § 1051(a) has been filed with and accepted by the United States Patent and Trademark Office, nor (ii) a verified statement of use under  15 U.S.C. § 1051(d) has been filed with and accepted by the United States Patent and Trademark Office;
(j)letter of credit rights with a value not in excess of $500,000 in the aggregate and commercial  tort claims with a value not in excess of $500,000 in the aggregate unless,  in each case,  capable of being perfected by the filing of a general Uniform Commercial  Code financing statement; and
(k)Excluded Accounts;
provided, however, that any Accounts or Proceeds, substitutions or replacements of any Excluded Assets shall not be Excluded Assets (unless such Proceeds, substitutions or replacements are otherwise, in and of themselves, Excluded Assets).
“Fraudulent Transfer Laws”: as defined in Section 2.1(f). 
“Grantor”:  as defined in the preamble hereto. 
“Guarantor”: as defined in Section 2.1(a).
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“Intellectual Property Licenses”:  the collective  reference  to the Copyright  Licenses,  the Patent Licenses and the Trademark Licenses.
“Investment  Account”:  any  of a  Securities  Account,  a  Commodity  Account  or  a Deposit Account.
“Investment Property”:  the collective reference to (a) all "investment  property"  as such term is defined  in  Section 9-102(a)(49)  of the  UCC  (other  than  Excluded  Assets),  and  (b)  whether  or  not constituting "investment property" as so defined, all Pledged Notes and all Pledged Collateral.
“Issuer”:  with respect to any Investment Property, the issuer of such Investment Property.
“Patent License”:   any written agreement which (a) names a Grantor as licensor or licensee and (b) grants to such Grantor any right under a Patent, including the right to manufacture, use or sell any invention  covered  in whole  or in part by  such Patent,  including  any such agreements  referred  to on Schedule 6.
“Patents”:   (a)  all  letters  patent  of the  United  States,  any  other  country  or  any  political subdivision thereof,  all reissues and extensions  thereof and all goodwill associated therewith,  including, without limitation, any of the foregoing referred to on Schedule 6, (b) all applications for letters patent of the United States or any other country and all divisions, continuations  and continuations-in-part thereof, including,  without limitation,  any of the foregoing referred to on Schedule 6, and (c) all rights to obtain any reissues or extensions of the foregoing.
“Pledged Collateral”:   (a) any and all Pledged  Stock; (b) all other Investment  Property  of any Grantor;  (c) all warrants,  options or other rights entitling any Grantor to acquire any interest in Capital Stock or other securities  of the direct or indirect  Subsidiaries  of such Grantor  or of any other Person; (d) all Instruments; (e) all securities, property, interest, dividends  and other payments  and distributions issued as an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion of,  or otherwise on account of,  any of the foregoing;  (f) all certificates and instruments now or hereafter representing  or evidencing  any of the foregoing; (g) all rights, interests  and claims with respect  to the foregoing,  including under any and all related agreements,  instruments  and other documents;  and (h) all cash and non-cash proceeds of any of the foregoing,  in each case whether presently existing or owned or hereafter arising or acquired and wherever located, and as from time to time received or receivable by, or otherwise  paid  or distributed  to or acquired  by, any Grantor; provided  that in no event shall Pledged Collateral include any Excluded Asset.
“Pledged Collateral Agreements”: as defined in Section 5.23.
“Pledged Notes”:  all promissory notes listed on Schedule 2 and all other promissory notes issued to or held by any Grantor.
“Pledged Stock”:  all of the issued and outstanding  shares of Capital Stock, whether certificated or uncertificated,  of any Grantor's  direct Subsidiaries now or hereafter owned by any such Grantor and including the Capital Stock listed on Schedule 2 hereof (as amended or supplemented from time to time); provided that in no event shall Pledged Stock include any Excluded Assets.
“Proceeds”:   all “proceeds”  as such term is defined in Section 9-102(a)(64)  of the UCC and,  in any event, shall include, without limitation, all dividends or other income from any Investment Property constituting Collateral and all collections thereon or distributions or payments with respect thereto.
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“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 any Account).
“Rights to Payment”:  any and all of any Grantor's  Accounts  and any and all of any Grantor's rights and claims to the payment  or receipt of money or other forms of consideration  of any kind in,  to and under or with respect to its Chattel Paper, Documents, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights, Proceeds and Supporting Obligations.
“Secured  Obligations”:   collectively,  the “Obligations”,  as such term is defined  in the Credit Agreement.
“Trademark License”:   any written agreement which (a) names a Grantor as licensor or licensee and (b) grants to such Grantor any right to use any Trademark, including any such agreement referred to on Schedule 6.
“Trademarks”:   (a)  all  trademarks,  trade  names,  trade  dress,  service  marks,  logos,  Internet domain  names  and  other  source  or business  identifiers,  and  all  goodwill  associated  therewith,  now existing or hereafter adopted or acquired, all registrations  and recordings  thereof, and all applications  in connection therewith, whether in the United States Patent and Trademark  Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or  otherwise,  and  all  common-law  rights  related  thereto,  including,  without  limitation,  any  of the foregoing referred to on Schedule 6, and (b) the right to obtain all renewals thereof.
“UK Grantors”: each Grantor registered in England and Wales.
1.2Other Definitional  Provisions.   The rules of interpretation set forth in Section 1.2  of the Credit Agreement are by this reference incorporated herein, mutatis mutandis, as if set forth herein in full.
SECTION 2.Guarantee.
2.1Guarantee.
(a)Each Grantor,  including  the Borrower,  who has executed  this Agreement  as of the date hereof, together with each Subsidiary of any Grantor who accedes to this Agreement as a Grantor after  the  date  hereof pursuant  to  Section 6.12  of the  Credit  Agreement  (each  a  “Guarantor”  and, collectively,   the   “Guarantors”),   hereby,  jointly   and   severally,  unconditionally   and  irrevocably, guarantees to the Administrative  Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance  by the Borrower  and  the  other  Loan  Parties  when  due  (whether  at the  stated  maturity,  by  acceleration  or otherwise)  of the  Secured  Obligations.  In  furtherance  of the  foregoing,  and  without  limiting  the generality thereof, each Guarantor agrees as follows:
(i)each Guarantor's liability hereunder  shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon the Administrative  Agent's or any Secured Party's exercise or enforcement  of any remedy it or they may have against the Borrower, any Guarantor, any other Person, or all or any portion of the Collateral; and
(ii)the Administrative  Agent may enforce this guaranty notwithstanding  the existence  of any dispute between  any of the Secured Parties  and the Borrower  or any Guarantor  with respect to the existence of any Event of Default.
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(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  all applicable  laws (including  all applicable  United  Kingdom  and U.S.  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  Secured  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 Administrative  Agent or any other Secured Party hereunder.
(d)The  guarantee  contained  in  this  Section 2  shall  remain  in  full  force  and  effect until the Discharge  of Obligations, notwithstanding  that from time to time during the term of the Credit Agreement  the outstanding  amount of the Secured Obligations  may be zero.
(e)No payment  made by the Borrower,  any Guarantor,  any other guarantor  or any other Person  or received  or collected  by the Administrative  Agent  or any  other  Secured Party  from the Borrower,  any Guarantor,  any other guarantor  or any other Person by virtue of any action  or proceeding or any setoff or appropriation  or application  at any time or from time to time in reduction  of or in payment of the Secured 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 the Secured Obligations  or any payment received  or collected  from such Guarantor  in respect  of the  Secured  Obligations),  remain  liable  for the  Secured Obligations  up  to  the maximum  liability of such Guarantor hereunder until the Discharge of Obligations.
(f)Any term or provision  of this Agreement  or any other Loan Document  to the contrary  notwithstanding,  the  maximum  aggregate  amount  for  which  any  Guarantor  shall  be  liable hereunder  shall  not  exceed  the  maximum  amount  for  which  such  Guarantor  can  be  liable  without rendering  this  Agreement  or  any  other  Loan  Document,  as  it  relates  to  such  Guarantor,  subject  to avoidance  under requirements  of applicable  Requirements  of Law relating to fraudulent  conveyance  or fraudulent transfer (including the Uniform Fraudulent  Conveyance Act, the Uniform Fraudulent Transfer Act  and  the  Bankruptcy   Code  or  any  applicable  provisions   of comparable  Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Agreement for purposes of Fraudulent  Transfer Laws shall take into account the right of contribution  established  in Section 2.2, and,  for purposes  of such analysis,  give effect to any discharge of intercompany  debt as a result of any payment made under this Agreement.
2.2Right  of Contribution.   If  in connection  with  any payment  made  by  any  Guarantor hereunder  any  rights  of contribution  arise  in  favor  of such  Guarantor  against  one  or  more  other Guarantors,  such rights 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 Administrative  Agent  and the other Secured Parties, and each Guarantor  shall remain  liable to the Administrative  Agent  and the other Secured Parties  for the full amount guaranteed  by such Guarantor hereunder.
2.3No Subrogation.  Notwithstanding  any payment made by any Guarantor hereunder or any setoff or application of funds of any Guarantor by the Administrative  Agent or any other Secured Party, no Guarantor  shall be entitled to be subrogated to any of the rights of the Administrative  Agent or any other Secured Party against the Borrower or any other Guarantor or any Collateral or guarantee or right of offset  held by the Administrative  Agent  or any other  Secured  Party  for the payment  of the  Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement  from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder,  in each 
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case, until the Discharge  of Obligations.   If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Discharge  of Obligations,  such amount shall be held by such Guarantor in trust for the Administrative  Agent and the other Secured Parties,  shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative  Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative  Agent,  if required), to be applied  in such order  as set forth  in Section 6.5 hereof irrespective of the occurrence or the continuance of any Event of Default.
2.4Amendments, etc. with respect to the Secured Obligations.  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 Secured Obligations  made  by the Administrative  Agent  or any other  Secured Party may be rescinded  by the Administrative  Agent  or such  Secured  Party  and  any  of the  Secured  Obligations  continued,  and the Secured 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, increased, extended, amended, modified, accelerated, compromised, waived, surrendered  or  released  by  the  Administrative   Agent  or  any  other  Secured  Party,  and  the  Credit Agreement,  the  other  Loan  Documents,  the  Specified   Swap  Agreements,  the  Cash  Management Agreements  and any other documents  executed and delivered in connection therewith may be amended, modified,  supplemented  or terminated, in whole or in part, and any collateral security, guarantee or right of offset at any time held by the Administrative  Agent or any other Secured Party for the payment of the Secured   Obligations   may   be   sold,   exchanged,   waived,   surrendered   or   released.      Neither   the Administrative  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 the  Secured  Obligations  or for the  guarantee contained in this Section 2 or any property subject thereto.
2.5Guarantee Absolute  and Unconditional; Guarantor Waivers; Guarantor  Consents.   Each Guarantor waives any and all notice of the creation, renewal,  extension or accrual of any of the Secured Obligations  and notice of or proof of reliance by the Administrative  Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Obligations, and any of them,  shall conclusively be deemed to have been created,  contracted or  incurred,  or  renewed,  increased,  extended,  amended  or  waived,  in  reliance  upon  the  guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors on the one hand, and the Administrative  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 further waives:
(a)diligence, presentment, protest,  demand  for payment  and  notice  of default  or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Secured Obligations;
(b)any right to require any Secured Party to marshal assets in favor of the Borrower, such Guarantor, any other Guarantor or any other Person, to proceed against the Borrower, any Guarantor or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting  the Collateral  or other collateral  for the Secured Obligations  or to comply with any other provisions  of Section 9-611  of the UCC (or any equivalent  provision  of any other applicable  law) or to pursue  any other right,  remedy, power or privilege of any Secured Party whatsoever;
(c)the  defense  of any  applicable  statute  of limitations  (or  similar  laws  in  any jurisdiction)  in any action hereunder or for the collection or performance of the Secured Obligations;
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(d)any defense  arising by reason  of any lack of corporate  or other authority  or any other defense of the Borrower,  such Guarantor or any other Person;
(e)any defense based upon the Administrative  Agent's  or any Secured Party's  errors or omissions in the administration  of the Secured Obligations;
(f)any rights to set-offs and counterclaims; and
(g)without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded  by any applicable law that limit the liability of or exonerate guarantors  or sureties,  or which may conflict with the terms of this Agreement, including  all rights and defenses  (i) arising out of an election  of remedies  by any Secured Party,  even though  that  election  of remedies,  such  as  a  nonjudicial   foreclosure  with  respect  to  security  for  a guaranteed  obligation,  has destroyed  such Guarantor's  rights of subrogation  and reimbursement  against any  applicable  Loan  Party  by  the  operation  of Section  580  or 726  of the  California  Code  of Civil Procedure  or otherwise,  and (ii) relating to any suretyship defenses  available  to it under the California UCC or any other applicable law, including any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code Sections 1432, 2787 through 2855, 2899, and 3433 or California Code of Civil Procedure Sections 580 or 726.
Each  Guarantor  understands  and agrees that the guarantee  contained  in this  Section 2 shall be construed  as a continuing, absolute  and unconditional  guarantee  of payment  and performance without regard to (1) the validity or enforceability  of the Credit Agreement or any other Loan Document, any of the Secured 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 Administrative  Agent or any other Secured Party,  (2) any defense,  setoff or counterclaim  (other than a defense of payment  or performance)  which may  at  any  time  be  available  to  or be  asserted  by  the  Borrower  or  any  other  Person  against  the Administrative  Agent or any other Secured Party, (3) any other circumstance whatsoever (with or without notice to or knowledge  of the Borrower  or such Guarantor)  which constitutes,  or might be construed to constitute,  an  equitable  or  legal  discharge   of the  Borrower   and  the  Guarantors   for  the  Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance, (4) any Insolvency  Proceeding  with respect to the Borrower, any Guarantor or any other Person,  (5) any merger,  acquisition,  consolidation  or change in structure of the Borrower, any Guarantor or any other Person,  or any sale,  lease,  transfer or other disposition of any or all of the assets or Capital Stock of the Borrower, any Guarantor or any other Person, (6) any assignment or other transfer, in whole or  in part,  of any  Secured  Party's  interests  in  and  rights  under  this  Agreement  or the  other  Loan Documents,  including  any Secured Party's  right to receive payment  of the Secured Obligations,  or any assignment  or other transfer,  in whole or in part,  of any Secured Party's  interests in and to any of the Collateral, (7) any Secured Party's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to any of the Secured Obligations, and (8) any other guaranty, whether by such  Guarantor  or  any  other  Person,  of all  or  any  part  of the  Secured  Obligations  or  any  other indebtedness, obligations or liabilities of any Guarantor to any Secured Party.
When  making  any  demand  hereunder  or  otherwise  pursuing  its  rights  and  remedies hereunder against any Guarantor, the Administrative  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 the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee  for the Secured Obligations  or any right of offset  with respect  thereto.   Any failure by the Administrative  Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies  or to collect any payments  from the 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 the Borrower,  any other Guarantor  or any other Person or any such  collateral  security,  guarantee or 
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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 Administrative   Agent  or  any  other  Secured  Party  against  any  Guarantor.    For  the  purposes   hereof “demand” shall include the commencement  and continuance  of any legal proceedings.
Each  Guarantor  acknowledges  that  all  or  any portion  of the  Secured  Obligations  may now  or hereafter be secured by a Lien or Liens upon real property  owned  or leased by any Borrower  or any other Guarantor  and evidenced by certain documents  including,  without limitation,  deeds of trust and assignments  of rents. Administrative  Agent  may, after the occurrence  and during  the continuance  of an Event  of Default,  pursuant  to  the  terms  and  subject  to  the  conditions  of said  real  property  security documents  and applicable  law, foreclose under all or any portion  of one or more of said Liens by means of judicial  or nonjudicial  sale  or sales.  Each  Guarantor  agrees  that Administrative  Agent  may  exercise whatever rights and remedies it may have pursuant to the Loan Documents  or by Law with respect to said real property  security,  all without  affecting  the liability  of any Guarantor  hereunder,  except to the extent the Administrative  Agent  realizes  payment  by such action  or proceeding. No  election  to proceed  in one form of action or against any party,  or on any obligation  shall constitute  a waiver of any Secured Party's right to proceed  in any other form of action or against any Guarantor or any other Person,  or diminish the liability  of any Guarantor,  or affect the right of such Secured Party to proceed  against any Guarantor  for any deficiency,  except to the extent such Secured Party realizes payment by such action,  notwithstanding the effect of such  action upon any Guarantor's  rights of subrogation,  reimbursement  or indemnity,  if any, against  any Borrower, any other Guarantor  or any  other Person.   Without  limiting  the generality  of the foregoing,  each  Guarantor  expressly  waives,  to  the  extent  permitted  by  law,  all  rights,  benefits  and defenses (other than payment  in full),  if any,  applicable  or available to such Guarantor with respect to the Secured  Obligations, the Loan  Documents, any Lien  created  or purported  to be created  thereby, or this Guaranty.
Each  Guarantor  further  unconditionally   consents  and  agrees  that,  without  notice  to  or further assent from any Guarantor:  (A) the principal  amount of the Secured Obligations may be increased or decreased  and additional  indebtedness  or obligations  of the Borrower  or any other Persons under  the Loan Documents  may be incurred, by one or more amendments,  modifications,  renewals or extensions  of any Loan Document  or otherwise; (B) the time, manner, place  or terms of any payment  under  any Loan Document  may be extended  or changed, including  by an increase or decrease  in the interest rate on any Secured  Obligation  or any fee or other amount payable  under  such Loan  Document, by an amendment, modification  or renewal  of any  Loan  Document  or otherwise;  (C) the time for the Borrower's  (or any other Loan Party's) performance  of or compliance with any term, covenant or agreement on its part to be performed or observed under any Loan Document may be extended, or such performance  or compliance waived,  or failure in or departure from such performance  or compliance consented to, all in such manner and upon such terms as the Administrative  Agent may deem proper; (D) in addition to the Collateral, the Secured Parties may take and hold other security (legal or equitable) of any kind, at any time, as collateral for the Secured Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release,  subordinate, modify, waive, rescind, compromise  or extend  such security  and may permit  or consent to any such action or the result of any such action,  and may apply such security and direct the order  or  manner  of sale  thereof without  affecting  the  enforceability  or  any  waiver  relating  to  any Guarantee;  (E) any Secured Party may discharge or release,  in whole or in part,  any other Guarantor  or any other Loan Party or other Person liable for the payment  and performance  of all or any part of the Secured Obligations, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the Collateral, nor shall any Secured Party be liable to any Guarantor  for any failure  to collect  or enforce  payment  or performance  of the  Secured Obligations  from any Person or to realize upon the Collateral,  and (F) the Secured Parties may request and  accept  other  guaranties  of the  Secured  Obligations  and  any  other  indebtedness,  obligations  or liabilities of the Borrower  or any other Loan Party to any Secured Party and may,  from time to time,  in 
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whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise  or extend any such guaranty  and may permit  or consent to any such action  or the result  of any such action;  in each case of clauses  (A) through  (F),  as the  Secured  Parties  may  deem  advisable,  and without  impairing, abridging, releasing or affecting  this Agreement.
2.6Reinstatement.    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  Secured Obligations  is rescinded  or must  otherwise  be restored  or returned  by the Administrative  Agent  or any other  Secured  Party  upon  the  insolvency,  bankruptcy,  dissolution,  liquidation  or reorganization   of the 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, the Borrower  or any such Guarantor or any substantial part of its respective property,  or otherwise, all as though such payments had not been made.
2.7Payments.   Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative  Agent without setoff or counterclaim  in Dollars at the Funding Office.
2.8Keepwell.   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 Agreement  in respect  of Secured  Obligations  under  Specified  Swap Agreements  (provided  that,  each  Qualified  ECP  Guarantor shall only be liable under  this  Section 2.8 for the maximum  amount  of such liability  that can be hereby incurred  without  rendering  its  obligations  under  this  Section 2.8  or  otherwise  under  this  Agreement, 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 2.8 shall remain in full force and effect  until the Discharge  of Obligations.   Each Qualified  ECP Guarantor  intends that this Section 2.8 constitute, and this Section 2.8 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.
2.9Guarantee  Limitation.  This guarantee  does not apply to any liability  to the extent that it would  result  in this guarantee  constituting  unlawful  financial  assistance  within  the meaning  of sections 678 or 679 of the UK Companies Act 2006,  or any equivalent  and applicable provisions under the laws of the jurisdiction  of formation,  incorporation or establishment  of the relevant Guarantor and, with respect to any  additional  Guarantor,  is  subject  to  any  limitations  set  out  in  the  Pledge  Supplement  (as  defined below) applicable to such additional Guarantor.
SECTION 3.GRANT OF SECURITY INTEREST
3.1Grant of Security Interests.   Each Grantor hereby grants to the Administrative  Agent,  for the ratable benefit of the 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  and  wherever  located  ( collectively,  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  Secured  Obligations   (whether  now  existing  or  arising hereafter):
(a)all Accounts;
(b)all Chattel Paper;
(c)all Commercial  Tort Claims (including as set forth on Schedule 8 hereto);
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(d)all Deposit Accounts, all Securities Accounts  and all Commodity Accounts  (but excluding any Excluded Accounts);
(e)all Documents; 
(f)all Equipment; 
(g)all Fixtures;
(h)all General Intangibles;
(i)all Goods;
(j)all Instruments;
(k)all Intellectual Property and all Intellectual Property Licenses; 
(l)all Inventory;
(m)all Investment Property (including all Pledged Collateral);
(n)all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); 
(o)all Money;
(p)all Receivables;
(q)all Books and records pertaining to the Collateral;
(r)all other property not otherwise described above; and
(s)to the extent not otherwise  included, all Proceeds,  Supporting  Obligations  and products of any and all of the foregoing and all collateral security given by any Person with respect to any of the foregoing;
provided, however, that notwithstanding  anything to the contrary contained in clauses (a) through (s) above,  the security interests  created by this Agreement  shall not extend to, and the term “Collateral”  (including  all of the individual  items  comprising  Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1.
Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 
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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 such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences.
Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for therein.
3.2Grantors Remains Liable. Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent of any of the rights granted to the Administrative Agent hereunder shall not release any Grantor from any of its duties or obligations under any such contracts, agreements and other documents included in the Collateral, and (c) neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any such contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder.
3.3Perfection and Priority.
(a)Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Administrative Agent (and its counsel and its agents) to file or record at any time and from time to time any financing statements and other filing or recording documents or instruments with respect to the Collateral (including, in respect of the UK Grantors, UK Companies House filings) and each Grantor shall execute and deliver to the Administrative Agent and each Grantor hereby authorizes the Administrative Agent (and its counsel and its agents) to file (with or without the signature of such Grantor) at any time and from time to time, all amendments to financing statements, continuation financing statements, security agreements relating to the Intellectual Property, assignments, fixture filings, affidavits, reports notices and all other documents and instruments, in such form and in such offices as the Administrative Agent reasonably determines is appropriate to perfect and continue the perfection of, maintain the priority of or provide notice of the Administrative Agent's security interest in the Collateral under and to accomplish the purposes of this Agreement. Each Grantor authorizes the Administrative Agent to use the collateral description “all personal property, whether now owned or hereafter acquired,” “all assets” or any other similar collateral description in any such financing statements.
(b)Filing of Financing Statements. Each Grantor shall deliver to the Administrative Agent, from time to time, such completed UCC-1 financing statements for filing or recording in the appropriate filing offices as may be reasonably requested by the Administrative Agent.
(c)Transfer of Security Interest Other Than by Delivery. If for any reason Pledged Collateral cannot be delivered to or for the account of the Administrative Agent as provided in Section 5.6(b), each applicable Grantor shall promptly take such other steps as may be necessary or as shall be reasonably requested from time to time by the Administrative Agent to effect a pledge or collateral assignment of a perfected first priority security interest in and pledge of the Pledged Collateral to the Administrative Agent for itself and on behalf of and for the ratable benefit of the other Secured 
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Parties pursuant to the UCC. To the extent practicable, each such Grantor shall thereafter deliver the Pledged Collateral to or for the account of the Administrative Agent as provided in Section 5.6(b).
(d)Intellectual Property. Each Grantor shall, in addition to executing and delivering this Agreement, take such other action as may be necessary, or as the Administrative Agent may reasonably request, to perfect the Administrative Agent's security interest in the Intellectual Property constituting Collateral. Concurrently with the delivery of each Compliance Certificate following the creation or other acquisition of any Intellectual Property constituting Collateral by any Grantor after the date hereof which is registered or becomes registered or the subject of an application for registration with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, such Grantor shall modify this Agreement by amending Schedule 6 to include any such Intellectual Property which becomes part of the Collateral and which was not included on Schedule 6 as of the date hereof and record an amendment to an existing Intellectual Property Security Agreement with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, and take such other action as may be necessary, or as the Administrative Agent or the Required Lenders may reasonably request, to perfect the Administrative Agent' s security interest in such Intellectual Property.
(e)Bailees. At any time and from time to time, the Administrative Agent may give notice to any Person holding all or any portion of the Collateral that such Person is holding such Collateral as the agent and bailee of, and as pledge holder for, the Administrative Agent, and obtain such Person's written acknowledgment thereof. Without limiting the generality of the foregoing, each Grantor will, upon written request from the Administrative Agent, join with the Administrative Agent in notifying any Person who has possession of any Collateral of the Administrative Agent's security interest therein and shall use commercially reasonable efforts to obtain an acknowledgment from such Person that it is holding the Collateral for the benefit of the Administrative Agent. Notwithstanding the foregoing, if no Event of Default exists, a Grantor shall not be required to obtain and deliver to the Administrative Agent acknowledgements from any such Person who has possession or control of Collateral, if such Person holds Collateral having a value not exceeding $250,000.
(f)Control. Each Grantor will cooperate with the Administrative Agent in obtaining control (as defined in the UCC) of Collateral consisting of any Deposit Accounts, Electronic Chattel Paper, Investment Property, Securities Accounts or Letter-of-Credit Rights (with respect to the latter, in excess of $250,000, and only upon request of the Administrative Agent), including delivery of springing control agreements, as the Administrative Agent may reasonably request, to perfect and continue perfected, maintain the priority of or provide notice of the Administrative Agent's security interest in such Collateral.
(g)Additional Subsidiaries. To the extent required under the Credit Agreement, in the event that any Grantor acquires rights in any Subsidiary after the date hereof, it shall deliver to the Administrative Agent a completed pledge supplement, substantially in the form of Annex 2 (the “Pledge Supplement”), together with all schedules thereto, reflecting the pledge of the Capital Stock of such new Subsidiary (except to the extent such Capital Stock consists of Excluded Assets). Notwithstanding the foregoing, it is understood and agreed that the security interest of the Administrative Agent shall attach to the Pledged Collateral related to such Subsidiary immediately upon any Grantor's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement.
SECTION 4.REPRESENTATIONS AND WARRANTIES
In addition to the representations and warranties of the Grantors set forth in the Credit Agreement, which are incorporated herein by this reference, and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants (it being 
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understood that none of the following applies to Excluded Assets) to the Administrative Agent and each other Secured Party that, as of the date hereof:
4.1Title; No Other Liens. Except for the Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens.
4.2Perfected Liens. The security interests granted to the Administrative Agent pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly (if applicable) executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral from any Grantor, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) Liens permitted by the Credit Agreement which have priority over the Liens of the Administrative Agent on the Collateral (for the ratable benefit of the Secured Parties) by operation of law, and (ii) in the case of Collateral other than Pledged Collateral, Liens permitted by Section 7.3 of the Credit Agreement.
4.3Jurisdiction of Organization; Chief Executive Office and Locations of Books. On the date hereof, such Grantor's jurisdiction of incorporation or organization, identification number from the jurisdiction of incorporation or organization (if any), and the location of such Grantor's chief executive office or sole place of business, as the case may be, or in relation or in relation to the UK Grantors, Centre of Main Interests, are specified on Schedule 4. On the date hereof, all locations where Books pertaining to the Rights to Payment of such Grantor are kept, including all equipment necessary for accessing such Books and the names and addresses of all service bureaus, computer or data processing companies and other Persons keeping any Books or collecting Rights to Payment for such Grantor, are set forth in Schedule 4.
4.4Inventory and Equipment. On the date hereof (a) the Inventory and (b) the Equipment ( other than mobile goods) are kept at the locations listed on Schedule 5. 
[Reserved].
4.6Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable (to the extent such concepts are applicable in the relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under any applicable law and any applicable partnership or operating agreement, (b) such Grantor is the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor ( except for Excluded Assets), and, other than with respect to Capital Stock constituting Excluded Assets, such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, ( e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the 
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best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
4.7Investment Accounts. (a)      On the date hereof, Schedule 2 sets forth under the headings “Securities Accounts” and “Commodity Accounts”, respectively, all of the Securities Accounts and Commodity Accounts in which such Grantor has an interest. Except as disclosed to the Administrative Agent, such Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto;
(b)On the date hereof, Schedule 2 sets forth under the heading “Deposit Accounts” all of the Deposit Accounts in which such Grantor has an interest and, except as otherwise disclosed to the Administrative Agent, such Grantor is the sole account holder of each such Deposit Account and, other than with respect to Excluded Accounts, such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having either sole dominion and control (within the meaning of common law) or “control” (within the meaning of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein; and
(c)Except as otherwise permitted under the Credit Agreement, in each case to the extent requested by the Administrative Agent and to the extent the following property constitutes Collateral, such Grantor has taken all actions necessary or desirable to: (i) establish the Administrative Agent's “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any Certificated Securities (as defined in Section 9-102 of the UCC); (ii) establish the Administrative Agent's “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Accounts constituting Securities Accounts, Commodity Accounts, Securities Entitlements or Uncertificated Securities (each as defined in Section 9-102 of the UCC); (iii) establish the Administrative Agent's “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts; and (iv) deliver all Instruments (as defined in Section 9-102 of the UCC) to the Administrative Agent to the extent required hereunder.
4.8Receivables. No amount payable to such Grantor under or in connection with any Receivable or other Right to Payment is evidenced by any Instrument (other than checks, drafts or other Instruments that will be promptly deposited in an Investment Account) or Chattel Paper which has not been delivered to the Administrative Agent; provided however that no Grantor shall be required to deliver any Instrument in an amount less than $100,000.
4.9Intellectual Property. (a) Schedule 6 lists all registrations and applications for Intellectual Property (including, without limitation, registered Copyrights, Patents, Trademarks and all applications therefor) existing as of the date hereof, as well as all Copyright Licenses, Patent Licenses and Trademark Licenses, in each case owned by such Grantor in its own name and which are in effect on the date hereof, other than non-exclusive Intellectual Property Licenses entered in the ordinary course of business and off-the-shelf software and/or hardware licenses.
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(b)Each Grantor owns, or is licensed to use, or otherwise has valid rights to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No written material claim has been asserted and is pending by any Person challenging or questioning any Grantor's use of any Intellectual Property or the validity or effectiveness of any Grantor's Intellectual Property, nor does any Grantor know of any valid basis for any such claim. To each Grantor's knowledge, the use of lntellectual Property by each Grantor, and the conduct of such Grantor's business, as currently conducted, does not infringe on or otherwise violate the rights of any Person in any material respect.
(c)Except as set forth in Schedule 6, on the date hereof, none of the Intellectual Property is the subject of any exclusive licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.
(d)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 owned by such Guarantor or, to such Grantor's knowledge, in any Intellectual Property licensed by such Guarantor, in any respect that could reasonably be expected to have a Material Adverse Effect.
(e)To Grantor's knowledge, no action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any material Intellectual Property or such Grantor's ownership interest therein, or (ii) which, if adversely determined, would have a Material Adverse Effect.
4.10Instruments. (i) Such Grantor has not previously assigned any interest in any Instruments (including but not limited to the Pledged Notes) held by such Grantor ( other than such interests as will be released on or before the date hereof or as otherwise expressly permitted under the Credit Agreement), and (ii) no Person other than such Grantor owns an interest in such Instruments (whether as joint holders, participants or otherwise).
4.11Letter of Credit Rights. Such Grantor does not have any Letter-of-Credit Rights having a potential value in excess of $500,000 except as set forth in Schedule 7 or as have been notified to the Administrative Agent in accordance with Section 5.22.
4.12Commercial Tort Claims. Such Grantor does not have any active Commercial Tort Claims having a potential value in excess of $500,000 except as set forth in Schedule 8 or as have been notified to the Administrative Agent in accordance with Section 5.21.
SECTION 5.COVENANTS
In addition to the covenants of the Grantors set forth in the Credit Agreement, which are incorporated herein by this reference, each Grantor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Discharge of Obligations: 
5.1Delivery of Instruments, Certificated Securities and Chattel Paper. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument (other than checks, drafts or other Instruments that will be promptly deposited in an Investment Account), Certificated Security or Chattel Paper evidencing an amount in excess of $250,000, such Instrument, Certificated Security or Chattel Paper shall be promptly delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement. 
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5.2Maintenance of Insurance. 
(a)The Grantors shall maintain insurance as required pursuant to Section 6.6 of the Credit Agreement.
(b)Except as otherwise agreed by the Administrative Agent, all applicable insurance policies shall (i) provide that no cancellation, material reduction in amount, material change in coverage, non-renewal or amendment thereof shall be effective until at least twenty (20) days after delivery to the Administrative Agent of written notice thereof and (ii) name the Administrative Agent as an additional insured party or lender’s loss payee, as applicable. 
(c)Unless and Event of Default shall have occurred and be continuing and the Administrative Agent shall have exercised its rights pursuant to Section 8.2 of the Credit Agreement, (A) all proceeds from insurance policies shall be paid to the Borrower or applicable Grantor, (B) to the extent the Administrative Agent receives any proceeds, the Administrative Agent shall promptly turn over to the Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the Borrower and the other Grantors, and (C) the Administrative Agent agrees that the Borrower and/or Guarantors shall have the sole right to adjust or settle any claims under such insurance; provided that this Section 5.2(c) shall not affect the Borrower’s obligations under Section 2.12 of the Credit Agreement. 
5.3Maintenance of Perfected Security Interest; Further Documentation. 
(a)Such Grantor shall maintain the security interests of the Administrative Agent (for the benefit of the Secured Parties) created by this Agreement as perfected security interests having at least the priority described in Section 4.2 and shall defend such security interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. 
(b)Upon the Administrative Agent’s reasonable request but no more frequently than monthly, such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor constituting Collateral and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. 
(c)At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have filed or recorded, as applicable, such further instruments and documents and take such further actions as the Administrative 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, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction (including, with respect to the UK Grantors, the Companies Act 2006) with respect to the security interests created hereby and (ii) in the case of Investment Property, Investment Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC) with respect thereto to the extent required hereunder. 
5.4Changes in Locations, Name, Etc. Such Grantor will not, except upon written notice to the Administrative Agent within the time periods set forth below and delivery to the Administrative Agent of (a) all additional executed financing statements and other documents reasonably requested by 
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the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein, and (b) if applicable, a written supplement to Schedule 4 showing the relevant new jurisdiction of incorporation or organization, location of chief executive office or sole place of business, as appropriate, or in the case of the UK Grantors, Centre of Main Interests: 
(i)unless prior written notice is given to the Administrative Agent, change its jurisdiction of incorporation or organization, identification number from the jurisdiction of organization (if any) or the location of its chief executive office or sole place of business, as appropriate, or in the case of the UK Grantors, Centre of Main Interests, from that referred to in Section 4.3; 
(ii)unless written notice is given to the Administrative Agent within ten (10) days after such change, change its name; or 
(iii)unless written notice is given to the Administrative Agent within thirty (30) days after such location, locate any Collateral in any state or other jurisdiction other than those in which such Grantor operates as of the Closing Date, other than (A) mobile Goods, (B) Equipment and Inventory out for repair, in transit, at other locations in connection with repair or refurbishment thereof in the ordinary course of business or in the possession of employees and service providers of Grantors in the ordinary course of business, (C) pursuant to dispositions to third parties to the extent permitted under the Credit Agreement, (D) movement of Collateral from one disclosed location to another disclosed location; and (E) Equipment having fair market value in the aggregate of less than $500,000. 
5.5Notices. Such Grantor will advise the Administrative Agent promptly, in reasonable detail, of: 
(a)any Lien (other than Liens permitted under Section 7.3 of the Credit Agreement) on any of the Collateral; and 
(b)the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby. 
5.6Instruments; Investment Property. 
(a)Upon the request of the Administrative Agent, if any Grantor shall have obtained or otherwise acquired any Instruments, Documents, Chattel Paper and certificated securities with respect to any Investment Property, in each case with a value in excess of $250,000 individually or $750,000 in the aggregate, such Grantor will (i) promptly deliver to the Administrative Agent, or an agent designated by it, appropriately endorsed or accompanied by appropriate instruments of transfer or assignment, all Instruments, Documents, Chattel Paper and certificated securities with respect to any Investment Property held by such Grantor, all letters of credit of such Grantor, and all other Rights to Payment held by such Grantor at any time evidenced by promissory notes, trade acceptances or other instruments, and (ii) provide such notice, obtain such acknowledgments and take all such other action, with respect to any Chattel Paper, Documents and Letter-of-Credit Rights held by such Grantor, as the Administrative Agent shall reasonably specify to perfect a security interest therein. 
(b)If such Grantor shall become entitled to receive or shall receive any certificate (including any certificate representing a 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 rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Pledged Collateral, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to 
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the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided that in no event shall this Section 5.6(b) apply to any Excluded Assets. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent (including by way of being deposited in a Deposit Account or Securities Account that is subject to a perfected security interest in favor of the Administrative Agent), be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property 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 Administrative Agent (including by way of being deposited in a Deposit Account or Securities Account that is subject to a perfected security interest in favor of the Administrative Agent), be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of such Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, unless otherwise subject to a perfected security interest in favor of the Administrative Agent (including by way of being deposited in a Deposit Account or Securities Account that is subject to a perfected security interest in favor of the Administrative Agent), hold such money or property in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. 
(c)In the case of any Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Capital Stock issued by it that constitutes Collateral and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly (to the extent any action would be required to be taken in response to such events under Sections 5.6(a) and (b)) in writing of the occurrence of any of the events described in Section 5.6(a) and (b) with respect to the Pledged Collateral 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 Capital Stock issued by it that constitutes Collateral. 
5.7Securities Accounts; Deposit Accounts. 
(a)With respect to any Securities Account, such Grantor shall (i) cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, (ii) cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor; and 
(b)with respect to any Deposit Account, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9104 of the UCC) over such Deposit Account. 
(c)The Administrative Agent agrees that it will only communicate “entitlement orders” or “notices of exclusive control” or similar instructions with respect to the Deposit Accounts and 
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Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. 
(d)Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor. 
For the avoidance of doubt, this Section 5.7 shall not apply to any Excluded Accounts. 
5.8Intellectual Property. In each case, unless it is permitted by the Credit Agreement to do otherwise: 
(a)Such Grantor will, and will use commercially reasonable efforts to cause its licensees to, (i) continue to use each material Trademark in order to maintain such material Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under each such material Trademark, (iii) use each such material Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, and (iv) not (and not knowingly permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such material Trademark may become invalidated or impaired in any way. 
(b)Such Grantor will, and will use commercially reasonable efforts to cause its licensees to, not knowingly do any act, or omit to do any act, whereby any material Patent owned by such Grantor would reasonably be expected to become forfeited, abandoned or dedicated to the public. 
(c)Such Grantor will not (and will use commercially reasonable efforts to not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such material Copyrights may become invalidated or otherwise materially impaired. Such Grantor will not knowingly do any act whereby any material portion of such Copyrights would reasonably be expected to fall into the public domain. 
(d)Such Grantor will, and will use commercially reasonable efforts to cause its licensees to, not do any act that knowingly uses any material Intellectual Property to infringe the intellectual property rights of any other Person.
(e)Such Grantor will notify the Administrative Agent promptly if it knows that any application or registration relating to any material registered Intellectual Property may become forfeited, abandoned 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 court or tribunal in any country, but excluding typical communications in the ordinary course or prosecution, such as office actions and the like)) regarding such Grantor’s ownership of, or the validity of, any material registered Intellectual Property or such Grantor’s right to register the same or to own and maintain the same. 
(f)Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or political subdivision thereof, such Grantor shall report (i) the initial application to and (ii) the corresponding grant, if any, of the Patent or Trademark from the United States Patent and Trademark Office to the Administrative Agent at the times specified in Section 6.2(b) of the Credit Agreement. Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any 
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Copyright with the United States Copyright Office, such Grantor shall report the filing of the initial application to the Administrative Agent at the times specified in Section 6.2(b) of the Credit Agreement. Upon request of the Administrative Agent, other than in respect of intent-to-use trademark or service mark applications, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s and the other Secured Parties’ security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby. 
(g)Such Grantor will take all reasonable and necessary steps that it reasonably deems appropriate under the circumstances, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country, to maintain and pursue each material application filed by or on behalf of such Grantor (and to obtain the relevant registration) and to maintain each corresponding registration of the material United States Intellectual Property of such Grantor, including filing of applications for renewal, affidavits of use and affidavits of incontestability. 
(h)In the event that Grantor becomes aware that any material Intellectual Property of such Grantor is infringed or misappropriated or diluted by a third party, such Grantor shall take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.
(i)Notwithstanding the foregoing, any Grantor may refrain from taking, or shall be permitted to take, as the case may be, any actions otherwise prohibited or required this Section 5.8 with respect to Intellectual Property that it determines in its reasonable business judgment not to be commercially desirable or useful to the business of the Borrower and its subsidiaries, taken as a whole, or worth protecting or maintaining (including without limitation by abandoning, failing to defend or maintain or causing any such Intellectual Property to become unenforceable, abandoned, invalidated or publicly available). 
5.9[Reserved]. 
5.10Defense of Collateral. Consistent with its reasonable business judgment, Grantors will use commercially reasonable efforts to appear in and defend any action, suit or proceeding which may affect to a material extent its title to, or right or interest in, or the Administrative Agent’s right or interest in, any material portion of the Collateral. 
5.11Preservation of Collateral. Subject to Section 5.8, and except as otherwise permitted by the Credit Agreement, Grantors will do and perform all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Collateral. 
5.12Compliance with Laws, Etc. Such Grantor will comply in all material respects with all laws, regulations and ordinances, and all policies of insurance, relating in a material way to the possession, operation, maintenance and control of the Collateral, except where the failure to so comply therewith, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. 
5.13[Reserved]. 
5.14Location of Collateral. Except as permitted under Section 5.4 above, such Grantor will keep all material Collateral held by such Grantor at the locations set forth in Schedule 5 or at such other locations as may be disclosed in writing to the Administrative Agent and will not remove any such 
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Collateral from such locations (other than in connection with sales of Inventory in the ordinary course of such Grantor’s business, the movement of Collateral as part of such Grantor’s supply chain and in the ordinary course of such Grantor’s business, other dispositions permitted by Section 7.5 of the Credit Agreement and movements of Collateral from one disclosed location to another disclosed location within the United States). Notwithstanding any other provision of this Agreement, no Grantor will in any event remove any Collateral located in England and Wales where such Collateral is real estate, shares securities or intellectual property. 
5.15Maintenance of Records. Such Grantor will keep accurate and complete Books with respect to Collateral held by such Grantor, disclosing the Administrative Agent’s security interest hereunder. 
5.16[Reserved]. 
5.17Liens. Such Grantor will keep the Collateral held by such Grantor free of all Liens except Liens permitted under Section 7.3 of the Credit Agreement. 
5.18Expenses. Such Grantor will pay all expenses of protecting, storing, warehousing, insuring, handling and shipping the Collateral held by such Grantor, to the extent the failure to pay any such expenses could reasonably be expected to materially and adversely affect the value of the Collateral. 
5.19[Reserved]. 
5.20Chattel Paper. Such Grantor will not create any Chattel Paper with a face amount in excess of $250,000 without placing a legend on such Chattel Paper acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest in such Chattel Paper. Such Grantor will give the Administrative Agent immediate notice if such Grantor at any time holds or acquires an interest in any Chattel Paper with a face amount in excess of $500,000, including any Electronic Chattel Paper and shall comply, in all respects, with the provisions of Section 5.1 hereof. 
5.21Commercial Tort Claims. Such Grantor will give the Administrative Agent prompt notice (but in any event, with three (3) Business days after acquisition) if such Grantor shall at any time hold or acquire any Commercial Tort Claim with a potential value in excess of $500,000. 
5.22Letter-of-Credit Rights. Such Grantor will give the Administrative Agent prompt notice if such Grantor shall at any time hold or acquire any Letter-of-Credit Rights with a potential value in excess of $500,000. 
5.23Shareholder Agreements and Other Agreements.
(a)Such Grantor shall comply with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other written agreement or written understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder, except, with respect to any such Pledged Collateral Agreement relating to any Pledged Collateral issued by a Person other than a Subsidiary of a Grantor, to the extent the failure to enforce any such rights could not reasonably be expected to materially and adversely affect the value of the material Pledged Collateral to which any such Pledged Collateral Agreement relates. 
(b)Such Grantor agrees that no Pledged Stock (i) shall be dealt in or traded on any securities exchange or in any securities market, (ii) shall constitute an investment company security, or (iii) shall be held by such Grantor in a Securities Account. 
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(c)Subject to the terms and conditions of the Credit Agreement, including Sections 7.3 and 7.5 thereof, such Grantor shall not vote to enable or take any other action to amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially and adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein.
5.24Government Receivables. Such Grantor will notify the Administrative Agent on a quarterly basis of any Accounts in excess of $500,000 in the aggregate in which the Account Debtor is a United States government entity or any department, agency or instrumentality thereof, and, if reasonably requested by the Administrative Agent upon the occurrence of and during the continuance of a Default, Grantors shall submit the documentation required under the Assignment of Claims Act to the government of the United States seeking approval of the novation or assignment of each contract relating to such Accounts and deliver to the Administrative Agent such documentation reasonably necessary to comply with the Assignment of Claims Act with respect to the assignment of the right of payment in respect of all contracts relating to such Accounts.
SECTION 6.REMEDIAL PROVISIONS 
Each Grantor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Discharge of Obligations: 
6.1Certain Matters Relating to Receivables. 
(a)The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account over which the Administrative Agent has control, subject to withdrawal by the Administrative Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. After the occurrence and during the continuance of an Event of Default, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. 
(b)At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. 
6.2Communications with Obligors; Grantors Remain Liable.
(a)The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables.
(b)Upon the request of the Administrative Agent, at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables 
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that the Receivables have been assigned to the Administrative Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent. 
(c)Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each agreement giving rise to the Receivables and 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 Administrative Agent nor any other Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Lender of any payment relating thereto, nor shall the Administrative Agent nor 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 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. 
6.3Investment Property. 
(a)Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Collateral and all payments made in respect of the Pledged Notes to the extent permitted by the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property of such Grantor; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken that is reasonably likely to materially impair the Collateral or that 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 Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right (A) to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property (including the Pledged Collateral) of any or all of the Grantors and make application thereof to the Secured Obligations in the order set forth in Section 6.5, and (B) to exchange uncertificated Pledged Collateral for certificated Pledged Collateral and to exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer of such Pledged Collateral), and (ii) any and all of such Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of any such Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall 
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have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit Administrative Agent to exercise the voting and consensual rights with respect to the Investment Property to which it may be entitled hereunder and to receive all dividends and other distributions to which it may be entitled to receive hereunder with respect to the Investment Property, each Grantor shall promptly execute and deliver to Administrative Agent all such proxies, dividend payment orders and other instruments as Administrative Agent may from time to time reasonably request, and without limiting the foregoing, each Grantor hereby grants to Administrative Agent an IRREVOCABLE PROXY COUPLED WITH AN INTEREST to exercise, all the voting rights applicable to such Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled, which proxy shall only be effective, automatically (and without any further action on the part of the Grantor or the Administrative Agent), upon the occurrence and during the continuance of an Event of Default; provided, that, such rights, powers, privileges and remedies shall terminate upon Discharge of Obligations, and, provided, further, that such rights, powers, privileges and remedies shall only be exercisable in accordance with and subject to the terms of this Section 6.3(b). 
(c)Each Grantor hereby authorizes and instructs each Issuer of any Pledged Collateral or Pledged Notes pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative 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 Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral or, as applicable, the Pledged Notes directly to the Administrative Agent. 
(d)If an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to apply the balance from any Deposit Account or Securities Account or instruct the bank or securities intermediary at which any Deposit Account or Securities Account is maintained to pay the balance of any Deposit Account or Securities Account to or for the benefit of the Administrative Agent; provided that the Administrative Agent shall not have such right with respect to Excluded Accounts. The parties hereto agree and acknowledge that the Administrative Agent shall not exercise “control” of any Deposit Account or Securities Account unless and until an Event of Default has occurred and is continuing. 
6.4Proceeds to be Turned Over To Administrative Agent. In addition to the rights of the Administrative 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, all Proceeds received by any Grantor consisting of cash, checks, Cash Equivalents and other near-cash items shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account over which it maintains control, within the meaning of the UCC. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent and the other Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5.
6.5Application of Proceeds. If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, in payment of the Secured Obligations in accordance with Section 8.3 of the Credit Agreement.
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6.6Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative 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 Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon 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 Administrative 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 Administrative Agent or any other Secured Party shall have the right in such circumstances, upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, in such circumstances, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, in accordance with the provisions of Section 6.5, only 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 Administrative 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 Secured Obligations, in such order as is contemplated by Section 8.3 of the Credit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the UCC, but only to the extent of the surplus, if any, owing to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by any of them of any rights hereunder, except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. 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 ten (10) days before such sale or other disposition. If an Event of Default has occurred and is continuing, Administrative Agent may, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it under applicable law and without the requirement of notice to or upon any Grantor or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), (i) with respect to any Grantor’s Deposit Accounts in which Administrative Agent’s Liens are perfected by control under Section 9-104 or any other section of the UCC, instruct the bank maintaining such Deposit Account for the applicable Grantor to pay the balance of such Deposit Account to or for the benefit of the Administrative Agent, and (ii) with respect to any Grantor’s Securities Accounts in which Administrative Agent’s Liens are perfected by control under Section 9-106 or any other section of the UCC, instruct the securities intermediary maintaining such Securities Account for the applicable Grantor to (A) transfer any cash in such Securities Account to or for the benefit of Administrative Agent, or (B) liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of Administrative Agent, in each case above, for application to and repayment of the Secured Obligations. Each Grantor hereby acknowledges that the Secured Obligations arise out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing Administrative Agent shall have the right to an 
26






immediate writ of possession without notice of a hearing. In such circumstances, Administrative Agent shall have the right to the appointment of a receiver for the properties and assets of each Grantor, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantor may have thereto or the right to have a bond or other security posted by Administrative Agent.
6.7Registration Waiver. 
(a)If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.6, each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the 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. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Subject to its compliance with state securities laws applicable to private sales, the Administrative 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. 
(b)Each Grantor agrees to use commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any applicable Requirement of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the other Secured Parties, that the Administrative 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 Grantor, and such Grantor 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 under the Credit Agreement.
6.8Intellectual Property License. Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6 and solely exercisable at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by the Grantors, effective only upon and during the time in which the Administrative Agent is permitted to exercise remedies hereunder and only for so long as such period continues. The license described in this Section 6.8 shall terminate automatically upon the Discharge of Obligations, provided that such license shall only be exercisable in accordance with and subject to the terms of this Section 6.8. 
6.9Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Secured Obligations and the reasonable fees and disbursements of any attorneys employed by the Administrative Agent or any other Secured Party to collect such deficiency.
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SECTION 7.THE ADMINISTRATIVE AGENT 
Each Grantor covenants and agrees with the Administrative Agent and the other Secured Parties that: 
7.1Administrative Agent’s Appointment as Attorney-in-Fact, etc. 
(a)Each Grantor hereby irrevocably constitutes and appoints the Administrative 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, coupled with an interest, in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take, following the occurrence of an Event of Default and while it is continuing any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative 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 after the occurrence of an Event of Default and while it is continuing: 
(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 with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable; 
(ii)in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to give effect to the license granted to the Administrative Agent pursuant to Section 6.8; 
(iii)pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, 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; 
(iv)execute, in connection with any sale provided for in Section 6.6 or 6.7, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and 
(v)(A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) 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; (C) 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; (D) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (G) (a) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine and (b) assign any Intellectual Property Licenses that are included as Collateral to which a Grantor is a party except to the extent that any implied prohibitions on assignment 
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and any anti-assignment provision therein is not invalidated by Section 9-408 of the UCC; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative 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 Administrative 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 Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. 
(c)The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of ABR Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. 
(d)Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 
7.2Duty of Administrative Agent. The Administrative 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 UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative 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 Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers. The Administrative 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 Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 
7.3Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to 
29






act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.
SECTION 8.MISCELLANEOUS 
8.1Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.1 of the Credit Agreement. 
8.2Notices. All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Grantor shall be addressed to such Grantor at its notice address set forth on Schedule 1. 
8.3No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative 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, as applicable. No failure to exercise, nor any delay in exercising, on the part of the Administrative 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 Administrative Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.
8.4Enforcement Expenses; Indemnification. 
(a)Each Grantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its reasonable costs and expenses incurred in collecting against such Grantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party to the same extent as the Borrower pursuant to Section 10.5 of the Credit Agreement. 
(b)Each Grantor agrees to pay, and to save the Administrative Agent and each other Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar Taxes (excluding Excluded Taxes, if any), which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement to the same extent as the Borrower pursuant to Section 10.5 of the Credit Agreement. 
(c)Each Grantor agrees to pay, and to save the Administrative Agent and each other Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to the Credit Agreement. 
(d)The agreements in this Section 8.4 shall survive the Discharge of Obligations. 
8.5Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent and each other Secured 
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Party and their respective successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent. 
8.6Set Off. Each Grantor hereby irrevocably authorizes the Administrative Agent and each other Secured Party and any Affiliate thereof at any time and from time to time after the occurrence and during the continuance of an Event of Default, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to setoff and appropriate and apply 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 Administrative Agent or such Secured Party or such Affiliate to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Administrative Agent or such Secured Party may elect, against and on account of the Secured Obligations and liabilities of such Grantor to the Administrative Agent or such Secured Party hereunder and under the other Loan Documents and claims of every nature and description of the Administrative Agent or such Secured Party against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Secured Party may elect, whether or not the Administrative Agent or any other Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The rights of the Administrative 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 setoff) which the Administrative Agent or such other Secured Party may have. 
8.7Counterparts. This Agreement may be executed and delivered by one or more of the parties to this Agreement on any number of separate counterparts (including delivery by facsimile and/or electronic mail), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 
8.8Severability. 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. 
8.9Section 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. 
8.10Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent and the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any other Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents. 
8.11GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE, CAUSE OF ACTION, OR PROCEEDING (WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE) BASED UPON, ARISING OUT OF, CONNECTED WITH, OR RELATING TO THIS AGREEMENT, AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE CONFLICT OF LAW RULES) OF THE STATE OF NEW YORK. This Section 8.11 shall survive the Discharge of Obligations.
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8.12Submission to Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally agrees that the provisions of Sections 10.14(a) and (c) of the Credit Agreement (relating to submission to jurisdiction and waivers and the waiver of the right to claim or recover any special, exemplary, punitive or consequential damages) shall be incorporated herein, mutatis mutandis, as if set forth herein in full. This Section 8.12 shall survive the Discharge of Obligations. 
8.13Acknowledgements. Each Grantor 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 Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and the other 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 among any of the Secured Parties or among the Grantors and any of the Secured Parties. 
8.14Additional Grantors. Each Subsidiary of a Grantor that is required to become a party to this Agreement pursuant to Section 6.12 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. 
8.15Releases. 
(a)Upon the Discharge of Obligations, the Collateral shall automatically and without any further action be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of each Grantor to the Administrative Agent or any other Secured Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the sole expense of any Grantor following any such termination, the Administrative Agent shall promptly deliver such documents as such Grantor shall reasonably request to evidence such termination. 
(b)If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor to a Person that is not a Grantor in a transaction permitted by Section 7 of the Credit Agreement, (i) such Collateral shall be automatically released from the Liens created hereby on such Collateral, and (ii) then the Administrative Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral, as applicable. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement.
8.16WAIVER OF JURY TRIAL. EACH GRANTOR AND THE ADMINISTRATIVE AGENT EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT THE PROVISIONS OF SECTION 10.14(b) OF THE CREDIT AGREEMENT (RELATING TO THE WAIVER OF THE RIGHT TO JURY TRIAL) SHALL BE INCORPORATED HEREIN, MUTATIS MUTANDIS, AS IF SET FORTH HEREIN IN FULL. THIS WAIVER OF THE 
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RIGHT TO JURY TRIAL IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT. EACH PARTY HERETO HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. THIS SECTION 8.16 SHALL SURVIVE THE DISCHARGE OF OBLIGATIONS.
8.17Patriot Act. Each Lender and the Administrative Agent (for itself and not on behalf of any other party) hereby notifies each Grantor that, pursuant to the requirements of “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and 31 C.F.R. § 1010.230, it is required to obtain, verify and record information that identifies such Grantor, which information includes the names and addresses and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Grantor and certain of its beneficial owners and other officers in accordance with the Patriot Act and 31 C.F.R. § 1010.230. Each Grantor will, and will cause each of its Subsidiaries to, provide, to the extent commercially reasonable or required by any Requirement of Law, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender to assist the Administrative Agent and the Lenders in maintaining compliance with “know your customer” requirements under the PATRIOT Act, 31 C.F.R. § 1010.230 or other applicable anti-money laundering laws.
8.18Security Limitations. Solely to the extent of any conflict or inconsistency between the terms of this Agreement and the terms of any UK Security Document then, insofar as such conflict or inconsistency relates to any Collateral or other assets purported to pledged hereunder from time to time located in the jurisdiction covered by such UK Security Document, the terms of such UK Security Document shall prevail. Notwithstanding anything herein to the contrary, with respect to any Collateral constituting Capital Stock of an issuer that is a Foreign Subsidiary (and any Collateral related thereto) that is subject to a valid and perfected lien pursuant to any security agreements, pledge agreements or similar collateral documents that are governed by the laws of the jurisdiction of organization of such Foreign Subsidiary, such Collateral shall not also be subject to the perfection requirements contained herein. 
[remainder of page intentionally left blank]
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IN  WITNESS  WHEREOF,  each  of the  undersigned   (save  for the  UK  Grantors)  has  caused  this Guarantee  and  Collateral  Agreement  to  be duly  executed  and delivered  as of the date first above  written, and the UK Grantors  have each executed  this Guarantee  and Collateral  Agreement as a deed as of the date first above written.
																		
		GRANTORS:	
						
		KALTURA, INC.	
						
		By:	/s/ Yaron Garmazi	
		Name:	Yaron Garmazi	
		Title:	Chief Financial Officer	
						
		EXECUTED AS A DEED BY KALTURA  EUROPE LIMITED
						
		acting by a director in the presence of:	
						
			
		Signature of director		
						
		Signature of witness		
						
		Print name 			
						
		Address				
						
						
						
		Occupation			










IN  WITNESS  WHEREOF,  each  of the  undersigned   (save  for the  UK  Grantors)  has  caused  this Guarantee  and  Collateral  Agreement  to  be duly  executed  and delivered  as of the date first above  written, and the UK Grantors  have each executed  this Guarantee  and Collateral  Agreement as a deed as of the date first above written.
																		
		GRANTORS:	
						
		KALTURA, INC.	
						
		By:		
		Name:	Yaron Garmazi	
		Title:	Chief Financial Officer	
						
		EXECUTED AS A DEED BY KALTURA  EUROPE LIMITED
						
		acting by a director in the presence of:	
						
		/s/ Michal Tsur	
		Signature of director		
						
		Signature of witness	/s/ Eran Shalev
						
		Print name 	Eran Shalev
						
		Address	####
		
		
						
		Occupation	Professor


[Signature Page to Guarantee and Collateral Agreement]






									
		ADMINISTRATIVE AGENT: 
			
		SILICON VALLEY BANK
			
		By:	/s/ Francis Covoccia
		Name:	Francis Covoccia
		Title: 	Director


[Signature Page to Guarantee and Collateral Agreement]







ANNEX 2 TO
GUARANTEE AND COLLATERAL AGREEMENT
FORM OF 
PLEDGE SUPPLEMENT
												
	To:	Silicon Valley Bank, as Administrative  Agent	
				
	Re:	Kaltura, Inc. 	
				
	Date:			
				
	Ladies and Gentlemen:		


This  Pledge   Supplement   (this  “Pledge  Supplement”)  is  made  and  delivered   pursuant   to Section 3.3(g)  of that  certain  Guarantee  and Collateral  Agreement,  dated  as of January  14,  2021  (as amended,   modified,   renewed   or  extended   from  time  to  time,   the   “Guarantee   and   Collateral Agreement”), among each Grantor party thereto (each a “Grantor”and collectively, the “Grantors”), and SILICON  VALLEY  BANK  (the “Administrative Agent”).  All  capitalized  terms used  in this Pledge Supplement  and not otherwise  defined  herein  shall have the meanings  assigned  to them in either the Guarantee and Collateral Agreement or the Credit Agreement (as defined in the Guarantee and Collateral Agreement), as the context may require.
The     undersigned, _________________________[insert     name     of     Grantor],     a _______________________ [corporation, partnership, limited liability company, etc.], confirms and agrees that  all Pledged  Collateral  of the undersigned,  including  the property  described  on the  supplemental schedule attached hereto, shall be and become part of the Pledged Collateral and shall secure all Secured Obligations.
Schedule 2 to the Guarantee  and Collateral  Agreement  is hereby  amended  by adding to such Schedule 2 the information set forth in the supplement attached hereto.
This Pledge Supplement shall constitute a Loan Document under the Credit Agreement.
THIS  PLEDGE  SUPPLEMENT  SHALL BE  GOVERNED  BY, AND  CONSTRUED  IN ACCORDANCE  WITH, THE LAWS (AND NOT THE CONFLICT OF LAW RULES) OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned  has executed this Pledge Supplement,  as of the date first above written.
												
		[NAME OF APPLICABLE GRANTOR]
				
		By:		
				
		Name:		
				
		Title:		


Annex 2







SUPPLEMENT TO ANNEX 2
TO THE GUARANTEE AND COLLATERAL AGREEMENT
																		
	Name of Subsidiary
	Number of Units/Shares Owned
	Certificate(s) Numbers
	Date Issued
	Class or Type of Units or Shares
	Percentage of Subsidiary's Total Equity Interests Owned