(4) Each Grantor will obtain benefits from the Credit Agreement and, accordingly, desires toexecute this Agreement to satisfy the conditions described in the preceding paragraph and to inducethe Lenders to extend credit pursuant to the Credit Agreement and the other Loan Documents.**AGREEMENT**:     NOW, THEREFORE, in consideration of the foregoing and the other benefits accruing to eachGrantor, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby (i)amends and restates in its entirety the Existing Security Agreement, (ii) makes the followingrepresentations and warranties to the Collateral Agent and (iii) covenants and agrees with theCollateral Agent and the other Secured Creditors (as defined below) as follows:**1.****DEFINITIONS AND TERMS**     1.1 Defined Terms. Capitalized terms used in this Agreement and not otherwise definedin Section 1.2 shall have the meanings given to such terms in the Credit Agreement. Unlessotherwise defined herein, all terms used herein and defined in the UCC shall have the samedefinitions herein as specified therein; *provided, however,*that if a term is defined in Article 9of the UCC differently than in another Article of the UCC, the term shall have the meaningspecified in Article 9 of the UCC.     1.2 Additional Defined Terms. The following terms shall have the meanings specifiedherein unless the context otherwise requires:     “Account” means any “account,” as such term is now or hereafter defined in the UCC.     “Account Debtor” means any “account debtor,” as such term is now or hereafter definedin the UCC.     “Accounts Receivable” means (a) all Accounts, now existing or hereafter arising; and(b) without limitation of the foregoing, in any event includes, without limitation, (i) all rightto a payment, whether or not earned by performance, for Goods or other property (other than Money)that has been or is to be sold, consigned, leased, licensed, assigned or otherwise disposed of, forservices rendered or to be rendered, for a policy of insurance issued or to be issued, for asuretyship obligation incurred or to be incurred, for energy provided or to be provided, or for theuse or hire of a vessel under a charter or other contract whether due or to become due, whether ornot it has been earned by performance, and whether now existing or hereafter acquired or arising inthe future, including Accounts Receivable from employees and Affiliates of any Grantor, (ii) allrights evidenced by an Account, invoice, purchase order, requisition, bill of exchange, note,contract, security agreement, lease, chattel paper, or any evidence of indebtedness or securityrelated to the foregoing, (iii) all security pledged, assigned, hypothecated or granted to or heldby a Grantor to secure the foregoing, (iv) all guarantees, letters of credit, banker’s acceptances,drafts, endorsements, credit insurance and indemnifications on, for or of, any of the foregoing,including all rights to make drawings, claims or demands for payment thereunder, and (v) all powersof attorney for the execution of any evidence of indebtedness, guaranty, letter of credit orsecurity or other writing in connection therewith.
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     “Administrative Expenses” means, collectively, (a) any and all reasonable costs,liabilities and expenses (including, without limitation, losses, damages, penalties, claims,actions, reasonable attorneys’ fees, legal expenses, judgments, suits and disbursements) incurredby, imposed upon, or asserted against, the Collateral Agent in the performance of its duties underor otherwise in connection with this Agreement or the other Secured Creditor Documents, or in anyattempt by the Collateral Agent to (i) obtain, preserve, perfect or enforce any security interestevidenced by this Agreement, any other Security Document or any other Secured Creditor Document;(ii) obtain payment, performance or observance of any and all of the Secured Obligations; or (iii)maintain, insure, audit, collect, preserve, repossess or dispose of any of the Collateral or anyother collateral securing the Secured Obligations, including, without limitation, costs andexpenses for appraisals, assessments, and audits of any Grantor, or any such Collateral; and (b)all costs, liabilities and expenses incidental or related to (a) above; *provided*that if any suchcosts, liabilities or expenses shall not be paid within five Business Days after the CollateralAgent requests payment therefor in writing, such costs, liabilities and expenses shall accrueinterest at the Default Rate from the date of such written request until paid.     “Administrative Obligations” means, collectively, all Administrative Expenses and allother Indebtedness or other obligations now owing or hereafter incurred by the Company or any otherGrantor to the Collateral Agent (solely in its capacity as Collateral Agent under the SecurityDocuments) pursuant to this Agreement or any other Secured Creditor Document.     “Agreement” has the meaning provided in the first paragraph of this Agreement.     “As-Extracted Collateral” means any “as-extracted collateral,” as such term is now orhereafter defined in the UCC.     “Chattel Paper” means any “chattel paper,” as such term is now or hereafter defined inthe UCC.     “Collateral” has the meaning provided in Section 2.1.     “Collateral Account” means any Controlled Deposit Account or Controlled SecuritiesAccount.     “Collateral Agent” has the meaning provided in the first paragraph of this Agreement.     “Collateral Assignment Agreement” means a Collateral Assignment of Patents, aCollateral Assignment of Trademarks or a Collateral Assignment of Copyrights.     “Collateral Assignment of Copyrights” means a Collateral Assignment of Copyrights, inform of and substance acceptable to the Collateral Agent, between the Grantors and the CollateralAgent.     “Collateral Assignment of Patents” means a Collateral Assignment of Patents, in formand substance acceptable to the Collateral Agent, between the Grantors and the Collateral Agent.
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     “Collateral Assignment of Trademarks” means a Collateral Assignment of Trademarks, inform and substance acceptable to the Collateral Agent, between the Grantors and the CollateralAgent.     “Collateral Concentration Account” means a cash collateral Deposit Account establishedin the name of the Collateral Agent, and under the sole dominion and control of the CollateralAgent, for the benefit of the Secured Creditors, at an office of the Collateral Agent.     “Collateral Documents” shall mean the Security Documents, together with all otherdocuments, instrument or agreements executed in connection with the Security Documents, or inconnection with any security interest or Lien granted, or otherwise obtained, on or in connectionwith the Creditor Collateral, or any part thereof.     “Commercial Tort Claim” means any “commercial tort claim,” as such term is now orhereafter defined in the UCC.     “Company” has the meaning provided in the first paragraph of this Agreement.     “Contract Rights” means all rights of a Grantor under or in respect of a Contract,including, without limitation, all rights to payment, damages, liquidated damages, and enforcement.     “Contracts” means all contracts, agreements or other writings between a Grantor andone or more additional parties.     “Control” or “control” means (a) when used with respect to any Security orSecurity Entitlement, the meaning specified in Section 8-106 of the UCC, and (b) when used withrespect to any Deposit Account, the meaning specified in Section 9-104 of the UCC.     “Control Agreement” means a Deposit Account Control Agreement or a Securities AccountControl Agreement.     “Controlled Deposit Account” means a Deposit Account (a) that is subject to a DepositAccount Control Agreement or (b) as to which the Collateral Agent is the Depositary Bank’s“customer” (as defined in Section 4-104 of the UCC).     “Controlled Securities Account” means a Securities Account that (a) is maintained inthe name of a Grantor at an office of a Securities Intermediary located in the United States ofAmerica and (b) together with all Financial Assets credited thereto and all related SecurityEntitlements, is subject to a Securities Account Control Agreement.     “Copyrights” means any U.S. copyright rights to which a Grantor now or hereafter hastitle, as well as any application for a U.S. copyright hereafter made by such Grantor.     “Credit Agreement” has the meaning provided in the Recitals of this Agreement.     “Creditor Collateral” shall mean, collectively, (a) all of the Collateral, as definedin each of the respective Security Documents executed by any Grantor, and (b) any other property,
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whether tangible or intangible, at any time securing the Secured Obligations, or any partthereof, whether such Lien securing any of the Secured Obligations shall have been granted to, orotherwise obtained by, the Collateral Agent or any Secured Creditor.     “Deposit Account” means any “deposit account,” as such term is now or hereafterdefined in the UCC.     “Deposit Account Control Agreement” means, with respect to a Deposit Account of aGrantor, a Deposit Account Control Agreement substantially in the form of Exhibit A-1(orin such other form as may have been agreed to by the Collateral Agent) among such Grantor, theCollateral Agent and the relevant Depositary Bank.     “Depositary Bank” means a bank at which a Deposit Account is maintained.     “Designated Hedge Document” means (a) each Designated Hedge Agreement, and (b) eachconfirmation, transaction statement or other document executed and delivered in connectiontherewith.     “Designated Hedge Obligations” means all amounts, indemnities and reimbursementobligations, direct or indirect, contingent or absolute, of every type or description, and at anytime existing owing by any Grantor to any Designated Hedge Creditor pursuant to any of theDesignated Hedge Documents (including, but not limited to, interest and fees that accrue after thecommencement by or against any Grantor of any insolvency proceeding regardless of whether allowedor allowable in such proceeding or subject to an automatic stay under Section 362(a) of theBankruptcy Code).     “Document” means any “document,” as such term is now or hereafter defined in the UCC.     “Equipment” means any “equipment,” as such term is now or hereafter defined in theUCC.     “Equity Interests” means (a) all of the issued and outstanding shares of all classesof capital stock of any corporation at any time directly owned by any Grantor and the certificatesrepresenting such capital stock, (b) all of the membership interests in a limited liability companyat any time owned or held by any Grantor, and (c) all of the equity interests in any other form oforganization at any time owned or held by any Grantor.     “Financial Assets” means any “financial asset,” as such term is now or hereafterdefined in the UCC.     “Fixtures” means any “fixtures,” as such term is now or hereafter defined in the UCC.     “General Intangibles” means any “general intangibles,” as such term is now orhereafter defined in the UCC.     “Goods” means any “goods,” as such term is now or hereafter defined in the UCC.
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     “Governing Documents” means all agreements and instruments evidencing or relating toinvestments in, ownership, voting or disposition of, any of the Pledged Collateral.     “Grantor” or “Grantors” has the meaning provided in the first paragraph ofthis Agreement.     “Grantor Customer” means any retail or other customer of a Grantor, together with anysubsidiary of such customer.     “Instrument” means any “instrument,” as such term is now or hereafter defined in theUCC.     “Intercompany and Third Party Notes” means all Promissory Notes, Instruments,debentures, bonds, evidences of indebtedness and similar securities from time to time issued to, orheld by, any Grantor, including, without limitation, the Master Intercompany Note.     “Intellectual Property” means (a) all Trademarks; (b) all Patents; (c) all Copyrights;and (d) all computer programs and software applications and source code of such Grantor and allintellectual property rights therein and all other Proprietary Information of such Grantor,including, but not limited to, Trade Secrets.     “Inventory” means (a) any “inventory,” as such term is now or hereafter defined in theUCC; and (b) without limitation of the foregoing, and in all cases shall include, but shall not belimited to, all merchandise and other Goods held for sale or lease, or furnished or to be furnishedunder contracts for service, including, without limitation, (i) raw materials, (ii) works inprocess, (iii) finished goods, (iv) products made or processed, (v) intermediates, (vi) packingmaterials, (vii) shipping materials, (viii) labels, (ix) semi-finished inventory, (x) scrapinventory, (xi) spare parts inventory, (xii) manufacturing supplies, (xiii) consumable supplies,(xiv) other substances commingled therewith or added thereto, and (xv) all such Goods that havebeen returned, reclaimed, repossessed or exchanged.     “Investment Property” means any “investment property,” as such term is now orhereafter defined in the UCC.     “Issuer” means the issuer of any Pledged Collateral.     “Lender” has the meaning provided in the Recitals of this Agreement.     “Letter of Credit Rights” means any “letter of credit rights,” as such term is now orhereafter defined in the UCC.     “Master Intercompany Note” means the Master Intercompany Note, dated as of the datehereof, by and among each of the Grantors, as the same may from time to time be amended, restated,supplemented or otherwise modified.     “Minerals” means any “minerals,” as such term is now or hereafter defined in the UCC.     “Money” means any “money,” as such term is now or hereafter defined in the UCC.
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     “Patents” means any U.S. patent to which a Grantor now or hereafter has title, as wellas any application, registrations and recordings for a U.S. patent now or hereafter made by aGrantor.     “Payment Intangible” means any “payment intangible,” as such term is now or hereafterdefined in the UCC.     “Permits” means, to the extent permitted to be assigned, pledged or otherwise disposedof by the terms thereof or by applicable Law, all licenses, permits, rights, orders, variances,franchises or authorizations of or from any Governmental Authority.     “Pledged Collateral” means the Pledged Equity Interests and the Pledged Debt.     “Pledged Debt” means all of the Intercompany and Third Party Notes presently owned orhereafter acquired from time to time by any Grantor, and all interest, cash, instruments and otherproperty hereafter from time to time received, receivable or otherwise distributed in respect of orin exchange for any or all of the foregoing.     “Pledged Entity” means the Issuer of any Pledged Equity Interests.     “Pledged Equity Interests” means, subject to Section 2.1(b), all of the EquityInterests now owned or hereafter acquired by each Grantor, and all of such Grantor’s other rights,title and interests in, or in any way related to, each Pledged Entity to which any of such EquityInterests relate, including, without limitation: (a) all additional Equity Interests hereafter fromtime to time acquired by such Grantor in any manner, together with all dividends, cash, instrumentsand other property hereafter from time to time received, receivable or otherwise distributed inrespect of or in exchange for any or all of such Equity Interests and in all profits, losses andother distributions to which such Grantor shall at any time be entitled in respect of any suchEquity Interests; (b) all other payments due or to become due to such Grantor in respect of anysuch Equity Interest, whether under any partnership agreement, limited liability company agreement,other agreement or otherwise, whether as contractual obligations, damages, insurance proceeds orotherwise; (c) all of its claims, rights, powers, privileges, authority, puts, calls, options,security interests, liens and remedies, if any, under any partnership agreement, limited liabilitycompany agreement, other agreement or at law or otherwise in respect of any such Equity Interests;(d) all present and future claims, if any, of such Grantor against any such Pledged Entity formoneys loaned or advanced, for services rendered or otherwise; (e) all of such Grantor’s rightsunder any partnership agreement, limited liability company agreement, other agreement or at law toexercise and enforce every right, power, remedy, authority, option and privilege of such Grantorrelating to any such Equity Interests; (f) all other property hereafter delivered in substitutionfor or in addition to any of the foregoing; (g) all certificates and instruments representing orevidencing any of the foregoing; and (h) all cash, securities, interest, distributions, dividends,rights and other property at any time and from time to time received, receivable or otherwisedistributed in respect of or in exchange for any or all thereof.     “Proceeds” means (a) any “proceeds,” as such term is now or hereafter defined in theUCC; and (b) without limitation of the foregoing and in all cases, and includes, but is not limitedto, (i) whatever is acquired upon the sale, lease, license, exchange, or other disposition of any
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Collateral, (ii) whatever is collected on, or distributed on account of, any Collateral, (iii)rights arising out of any Collateral, (iv) claims arising out of the loss or nonconformity of,defects in, or damage to any Collateral, (v) claims and rights to any proceeds of any insurance,indemnity, warranty or guaranty payable to a Grantor (or the Collateral Agent, as assignee, losspayee or an additional insured) with respect to any of the Collateral, (vi) claims and rights topayments (in any form whatsoever) made or due and payable to a Grantor from time to time inconnection with any requisition, confiscation, condemnation, seizure or forfeiture of all or anypart of the Collateral by any governmental authority (or any Person acting under color ofgovernmental authority), (vii) all cash, Money, checks and negotiable instruments received or heldon behalf of the Collateral Agent pursuant to any lockbox or similar arrangement relating to thepayment of Accounts Receivable or other Collateral, and (viii) any and all other amounts from timeto time paid or payable under or in connection with any of the Collateral.     “Products” means any “products,” as such term is now or hereafter defined in the UCC.     “Promissory Notes” means any “promissory note,” as such term is now or hereafterdefined in the UCC.     “Proprietary Information” means all information and know-how worldwide, including,without limitation, technical data; manufacturing data; research and development data; datarelating to compositions, processes and formulations, manufacturing and production know-how andexperience; management know-how; training programs; manufacturing, engineering and other drawings;specifications; performance criteria; operating instructions; maintenance manuals; technology;technical information; software; computer programs; engineering and computer data and databases;design and engineering specifications; catalogs; promotional literature; financial, business andmarketing plans; and inventions and invention disclosures.     “Reporting Date” has the meaning provided in Section 4.8(a).     “Scan-Based Inventory” means all Inventory of a Grantor delivered to, or otherwisephysically located on the premises owned, leased, controlled, occupied and/or otherwise used by, aGrantor Customer on a consignment or similar basis for the purpose of the ultimate sale of suchInventory to the Grantor Customer or by such Grantor Customer to its customers on behalf of suchGrantor. Scan-Based Inventory shall include all Inventory sold by a Grantor to a Grantor Customerthat was repurchased by a Grantor in order to convert the relationship with such Grantor Customerto a scan-based trading relationship where such repurchased Inventory was thereafter intended to beheld by such Grantor Customer on a consignment basis as contemplated by the immediately precedingsentence.     “Secured Creditor Documents” means, collectively, the Loan Documents, together withall other documents, instruments or agreements executed and delivered in connection with theforegoing, in each case as the same may from time to time be amended, restated, supplemented orotherwise modified.     “Secured Creditors” means, collectively, (i) the Collateral Agent, the Global Agent,the Lenders, the Swing Line Lender and each LC Issuer, (ii) each Designated Hedge Creditor, and(iii) the respective successors and assigns of each of the foregoing.
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     “Secured Obligations” means the Obligations, the Designated Hedge Obligations and theAdministrative Obligations.     “Securities Account” means any “securities account,” as such term is now or hereafterdefined in the UCC.     “Securities Account Control Agreement” means, with respect to a Securities Account ofa Grantor, a Securities Account Control Agreement substantially in the form of Exhibit A-2(or in such other form as may have been agreed to by the Collateral Agent) among the relevantSecurities Intermediary, such Grantor and the Collateral Agent.     “Securities Act” has the meaning provided in Section 6.10.     “Securities Intermediary” means a clearing corporation or a Person, including, withoutlimitation, a bank or broker, that in the ordinary course of its business maintains SecuritiesAccounts for others and is acting in that capacity.     “Security” means any “security,” as such term is now or hereafter defined in the UCC.     “Security Agreement Joinder” means a joinder supplement to this Agreementsubstantially in the form of Exhibit B.     “Security Entitlement” means any “security entitlement,” as such term is now orhereafter defined in the UCC.     “Security Interest” means the security interest granted by a Grantor and/or by allGrantors, as applicable, pursuant to Section 2.1.     “Significant Intellectual Property” has the meaning provided in Section 7.4.     “Supporting Obligations” means any “supporting obligation,” as such term is now orhereafter defined in the UCC.     “Trademarks” means any trademarks and service marks now held or hereafter acquired bya Grantor to which a Grantor has title, which are registered in the United States Patent andTrademark Office, as well as any unregistered marks used by a Grantor in the United States,including logos and/or designs that are incorporated as part of any of these registered orunregistered marks, and with the applications, registrations and recordings, together with thegoodwill of the business of any Grantor connected with or symbolized by any of the foregoing.     “Trade Secrets” means any secretly held existing engineering and other data,information, production procedures, techniques, and other know-how or other general intangibles oflike nature relating to the design, manufacture, assembly, installation, use, operation, marketing,sale and servicing of any products or business of a Grantor worldwide whether written or notwritten.     “UCC” means, unless the context indicates otherwise, the Uniform Commercial Code, asat any time adopted and in effect in the State of Ohio, specifically including and taking intoaccount all amendments, supplements, revisions and other modifications thereto.
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     Section 1.3. Terms Generally. The definitions of terms herein shall apply equally tothe singular and plural forms of the terms defined. Whenever the context may require, any pronounshall include the corresponding masculine, feminine and neuter forms. The words “include,”“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Theword “will” shall be construed to have the same meaning and effect as the word “shall.” Unless thecontext requires otherwise, (a) any definition of or reference to any agreement, instrument orother document herein shall be construed as referring to such agreement, instrument or otherdocument as from time to time amended, supplemented or otherwise modified (subject to anyrestrictions on such amendments, supplements or modifications set forth herein), (b) any referenceherein to any Person shall be construed to include such Person’s successors and assigns, (c) thewords “herein,” “hereof’ and “hereunder,” and words of similar import, shall be construed to referto this Agreement in its entirety and not to any particular provision hereof, and (d) unlessotherwise specified, all references herein to Sections, Schedules and Exhibits shall be construedto refer to Sections of, and Schedules and Exhibits to, this Agreement.**2.****SECURITY INTERESTS**     2.1 Grant of Security Interests. As security for the prompt and complete payment andperformance when due of the Secured Obligations, each Grantor does hereby pledge, collaterallyassign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent, forthe benefit of the Secured Creditors, a continuing security interest in, all of the right, titleand interest of such Grantor in, to and under all of the following of each Grantor, whether nowexisting or hereafter from time to time arising or acquired and wherever located (collectively, the“Collateral”):               (i) all Accounts, including, without limitation, each and every Account Receivable;               (ii) all Goods;               (iii) all Inventory;               (iv) all Equipment;               (v) all Documents;               (vi) all Instruments;               (vii) all Chattel Paper;               (viii) all Money;               (ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Accountand all Controlled Deposit Accounts, together with all monies, securities and instruments at anytime deposited in any such Deposit Account or otherwise held for the credit thereof;
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               (x) all Securities Accounts, together with all Financial Assets credited therein from time totime, and all Financial Assets, monies, securities, cash and other property held therein orcredited thereto;               (xi) all Investment Property;               (xii) all Fixtures;               (xiii) all As-Extracted Collateral, including, without limitation, all Minerals;               (xiv) all General Intangibles, including, but not limited to, all Contract Rights;               (xv) all Commercial Tort Claims;               (xvi) all Intellectual Property;               (xvii) all Letter of Credit Rights;               (xviii) all Payment Intangibles;               (xix) all Promissory Notes;               (xx) all Supporting Obligations;               (xxi) all Permits;               (xxii) all other items, kinds and types of personal property, tangible or intangible, ofwhatever nature, and regardless of whether the creation or perfection or effect of perfection ornon-perfection of a security interest therein is governed by the UCC of any particular jurisdictionor by any other applicable Law;               (xxiii) all additions, modifications, alterations, improvements, upgrades, accessions,components, parts, appurtenances, substitutions and/or replacements of, to or for any of theforegoing; and               (xxiv) Proceeds and Products of any and all of the foregoing.          (b) Excluded Property. Notwithstanding anything in Section 2.1 or elsewhere in thisAgreement to the contrary, there is specifically excluded from the Security Interest, and the termCollateral shall not include: (i) any Equipment or Goods that is subject to a “purchase moneysecurity interest,” as such term is now or hereafter defined in the UCC, which (x) constitutes aPermitted Lien under the Credit Agreement and (y) prohibits the creation by a Grantor of a securityinterest therein, unless the holder thereof has consented to the creation of such a securityinterest; (ii) any lease, license, contract, property rights or agreement to which any Grantor is aparty or any of its rights or interests thereunder, or assets related thereto, if and for so longas the grant of such security interest or lien shall constitute or result in (A) the
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abandonment, invalidation or unenforceability of any right, title or interest of any Grantortherein or (B) in a breach or termination pursuant to the terms of, or a default under, any suchlease, license, contract, property rights or agreement (other than to the extent that any such termwould be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or anysuccessor provision or provisions) of any relevant jurisdiction or any other applicable Law(including the Bankruptcy Code) or principles of equity), *provided, however,*that such securityinterest or lien shall attach immediately at such time as the condition causing such abandonment,invalidation or unenforceability shall be remedied and to the extent severable, shall attachimmediately to any portion of such lease, license, contract, property rights or agreement, or suchasset related thereto, that does not result in any of the consequences specified in (A) or (B)above; (iii) any Inventory owned by a Grantor that contains or utilizes a patent, trademark orcopyright the use of which has been licensed to such Grantor under a license described under clause(ii), which license prohibits Liens on such Inventory, *provided, however,*that such securityinterest or lien shall attach to such Inventory immediately at such time as the conditionprohibiting such Lien shall be waived by the licensor of such license or otherwise remedied; (iv)any Equity Interest in any Foreign Subsidiary that is not a first tier Subsidiary of the Company orany other Grantor; (v) the stock or other equity interest of any Foreign Subsidiary, other than thestock or other equity interest of any first tier Foreign Subsidiary representing no more than 65%of the total combined voting power of all classes of stock or other equity interest of such ForeignSubsidiary entitled to vote and having total assets greater than $5,000,000; and (vi) any EquityInterests in any Person listed on Schedule 2.1 and upon the prior written notice to,consultation with, and written acknowledgment of. the Collateral Agent, any Equity Interests in anyPerson which is not a Subsidiary of the Company, in each case, if and to the extent that the termsof the Governing Documents of such Person do not permit the grant of a security interest in suchEquity Interests by the owner thereof or the applicable Grantor has been unable to obtain anyapproval or consent to the creation of a security interest therein which is required under suchorganizational documents.     2.2 No Assumption of Liability. The Security Interest of any Grantor is granted assecurity only and shall not subject the Collateral Agent or any other Secured Creditor to, or inany way alter or modify, any obligation or liability of such Grantor with respect to or arising outof any of the Collateral.     2.3 Power of Attorney. Each Grantor hereby irrevocably constitutes and appoints theCollateral Agent its true and lawful agent and attorney-in-fact, and in such capacity theCollateral Agent shall have, without any further action required by or on behalf of any Grantor,the right, with full power of substitution, in the name of such Grantor or otherwise, for the useand benefit of the Collateral Agent and the other Secured Creditors, after the occurrence of andduring the continuance of a Event of Default: (i) to receive, endorse, present, assign, deliverand/or otherwise deal with any and all notes, acceptances, letters of credit, checks, drafts, moneyorders, or other evidences of payment relating to the Collateral of such Grantor or any partthereof; (ii) to demand, collect, receive payment of, and give receipt for and give credits,allowances, discounts, discharges, releases and acquittances of and for any or all of theCollateral of such Grantor; (iii) to sign the name of such Grantor on any invoice or bill of ladingrelating to any of the Collateral of such Grantor; (iv) to send verifications of any or all of theAccounts Receivable of such Grantor to its Account Debtors; (v) to commence and prosecute any andall suits, actions or proceedings at law or in equity in or before any court or other tribunal(including
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any arbitration proceedings) to collect or otherwise realize on all or any of the Collateralof such Grantor, or to enforce any rights of such Grantor in respect of any of its Collateral; (vi)to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to anyor all of the Collateral of such Grantor; (vii) to notify, or require such Grantor to notify orcause to be notified, its Account Debtors to make payment directly to the Collateral Agent or to aControlled Deposit Account; or (viii) to use, sell, assign, transfer, pledge, make any agreementwith respect to or otherwise deal with any or all of the Collateral of such Grantor, and to do allother acts and things necessary or appropriate to carry out the intent and purposes of thisAgreement, as fully and completely as though the Collateral Agent were the absolute owner of theCollateral of such Grantor for all purposes; *provided, however,*that nothing herein contained shallbe construed as requiring or obligating the Collateral Agent or any other Secured Creditor to makeany commitment or to make any inquiry as to the nature or sufficiency of any payment received bythe Collateral Agent or any other Secured Creditor, or to present or file any claim or notice, orto take any action with respect to the Collateral or any part thereof or the moneys due or tobecome due in respect thereof or any property covered thereby, and no action taken or omitted to betaken by the Collateral Agent or any other Secured Creditor with respect to the Collateral or anypart thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or toany claim or action against the Collateral Agent or any other Secured Creditor. It is understoodand agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of eachof the Grantors for the purposes set forth above is a presently effective appointment, is coupledwith an interest sufficient at law and is irrevocable. The provisions of this Section shall in noevent relieve any Grantor of any of its obligations under this Agreement or any of the otherSecured Creditor Documents with respect to the Collateral or any part thereof or impose anyobligation on the Collateral Agent or any other Secured Creditor to proceed in any particularmanner with respect to the Collateral or any part thereof, or in any way limit the exercise by theCollateral Agent or any other Secured Creditor of any other or further right it may have on thedate of this Agreement or hereafter, whether hereunder, under any other Secured Creditor Document,by law or otherwise.**3.****REPRESENTATIONS AND WARRANTIES**     Each Grantor represents and warrants to the Collateral Agent and the other Secured Creditors,which representations and warranties shall survive the execution and delivery of this Agreementuntil the termination of this Agreement in accordance with Section 10.10, as follows:     3.1 Title and Authority. Such Grantor has (i) good, valid and unassailable title toall tangible items owned by it and constituting any portion of the Collateral with respect to whichit has purported to grant the Security Interest, and good, valid and unassailable rights in allother Collateral with respect to which it has purported to grant the Security Interest, in eachcase, subject to Permitted Liens *provided, however,*that to the extent such Grantor owns Scan-BasedInventory, such Scan-Based Inventory is subject to the rights of the applicable Grantor Customersand their respective secured creditors (if any), and (ii) full power and authority to grant to theCollateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliverand perform its obligations in accordance with the terms of this Agreement, without the consent orapproval of any other Person other than any consent or approval that has been obtained.
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     3.2 Absence of Other Liens.          (a) There is no financing statement (or similar statement or instrument of registration underthe Law of any jurisdiction) covering or purporting to cover any interest of any kind of suchGrantor in the Collateral, except for any filings or recordings covering any Permitted Liens.          (b) Such Grantor is, and as to any Collateral acquired by it from time to time after the datehereof such Grantor will be, the owner of all of its Collateral free and clear of any Lien, and theSecurity Interest of such Grantor in its Collateral is and will be superior and prior to any othersecurity interest or other Lien, except, in each case, for Permitted Liens.     3.3 Validity of Security Interest. As of the Closing Date, the Security Interest ofeach Grantor in all of the Collateral of such Grantor constitutes a legal, valid and enforceable(with respect to any licenses where a Grantor is the licensee, only as against such Grantor) firstpriority security interest securing the payment and performance of the Secured Obligations, subjectonly to (a) Permitted Liens**,**and (b) Sections 5.18(b) and (c) of the Credit Agreement.     3.4 Perfection of Security Interest under UCC. All notifications and other actions,including, without limitation, (i) all deposits of certificates and instruments evidencing anyCollateral (duly endorsed or accompanied by appropriate instruments of transfer), (ii) all noticesto and acknowledgments of any bailee or other Person, to the extent required under this Agreement,(iii) all acknowledgments and agreements respecting the right of the Collateral Agent to obtaincontrol with respect to any Collateral, to the extent required under this Agreement, and (iv) allfilings, registrations and recordings, which are (y) required by the terms of this Agreement tohave been given, made, obtained, done and accomplished, and (z) necessary to create, preserve,protect and perfect the Security Interest granted by such Grantor to the Collateral Agent hereby inrespect of its portion of the Collateral (other than unregistered patents, trademarks andcopyrights and motor vehicles), have been given, made, obtained, done and accomplished; *provided,however,*that such notices and filings necessary (A) to protect the rights of such Grantor in anyScan-Based Inventory shall not be required, and (B) to perfect Liens on Collateral described inSections 5.18(b) and (c) of the Credit Agreement shall not be required.     3.5 Places of Business, Jurisdiction Where Organized, Locations of Collateral, etc.Each Grantor represents and warrants that on the Closing Date: (a) the principal place of businessof such Grantor, or its chief executive office, if it has more than one place of business, islocated at the address indicated on Schedule 3.5; (ii) the jurisdiction of formation ororganization of such Grantor is set forth on Schedule 3.5; (iii) the U.S. Federal Tax I.D.Number and, if applicable, the organizational I.D. Number of such Grantor is set forth onSchedule 3.5; (iv) all Inventory (other than Scan-Based Inventory in the possession of aGrantor Customer) and Equipment of such Grantor with an aggregate value in excess of $500,000 islocated at one of the locations set forth on Schedule 3.5; and (v) the exact legal name ofsuch Grantor, and each legal name that such Grantor has had in the five years preceding the ClosingDate (including, without limitation, any predecessor entities), are set forth on Schedule3.5. Such Grantor does not, at and as of the date hereof, conduct business in anyjurisdiction, and except as set forth on Schedule 3.5, in the preceding five years, suchGrantor and any predecessors in interest have not
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conducted business in any jurisdiction, except the current legal name of such Grantor and suchother names as are listed on Schedule 3.5.     3.6 Pledged Collateral. A true and complete list of all of the Pledged Collateralowned by each Grantor as of the Closing Date and, thereafter, the most recent Reporting Date is setforth on Schedule 3.6.     3.7 Status of Pledged Collateral. All of the Pledged Equity Interests of each Grantorhereunder have been duly and validly issued and are fully paid and nonassessable (solely withrespect to such nonassessability of those Pledged Equity Interests issued by Persons that are notSubsidiaries of the Company, to such Grantor’s knowledge). All of the Pledged Debt of each Grantoris the legal, valid and binding obligation of the Issuer thereof, enforceable in accordance withits terms (solely with respect to Pledged Debt issued by Persons that are not Subsidiaries of theCompany, to such Grantor’s knowledge). No Grantor is in default in the payment of any portion ofany mandatory capital contribution, cash call, or other funding, if any, required to be made underany Governing Document relating to any of the Pledged Equity Interests of such Grantor. No Grantoris in violation or default in any material respect of any other provisions of any such GoverningDocument. No Pledged Collateral of any Grantor is subject to any defense, offset or counterclaimto each Grantor’s knowledge, nor have any of the foregoing been asserted or alleged against suchGrantor by any Person.     3.8 Intellectual Property. A true and complete list of all Patents, registeredTrademarks and registered Copyrights owned by each Grantor as of the Closing Date and, thereafter,the most recent Reporting Date is set forth on Schedule 3.8.**4.****GENERAL COVENANTS**     4.1 No Other Liens; Defense of Title, etc. No Grantor will make or grant, or sufferor permit to exist, any Lien on any of its Collateral, other than the Permitted Liens. EachGrantor, at its sole cost and expense, will take any and all actions reasonably necessary andappropriate to defend title to its Collateral against any and all Persons and to defend thevalidity, enforceability, perfection, effectiveness and priority of the Security Interest of theCollateral Agent therein against any Lien other than Permitted Liens.     4.2 Further Assurances; Filings and Recordings, etc.          (a) Each Grantor, at its sole cost and expense, will duly execute, acknowledge and deliver allsuch agreements, instruments and other documents and take all such actions reasonably requested bythe Collateral Agent and not inconsistent with this Agreement or the Credit Agreement, including,without limitation, (i) subject to Section 4.4 below, physically pledging Instruments, Documents,Promissory Notes, Chattel Paper and certificates evidencing any Investment Property or any of thePledged Collateral, to the Collateral Agent, (ii) obtaining Control Agreements in accordance withthis Agreement, (iii) obtaining from other Persons such lien waivers and bailee letters, *provided*that, until an Event of Default has occurred and is continuing, no such landlord lien waiver orbailee letter shall be required from the landlord or bailor of any location that is not a MaterialLeased Location, (iv) obtaining from other Persons agreements evidencing the exclusive control anddominion of the Collateral Agent over any of
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the Collateral, in instances where obtaining control over such Collateral is the only or bestmethod of perfection, and (v) making filings, recordings and registrations, as the Collateral Agentmay from time to time reasonably instruct to better assure, preserve, protect and perfect theSecurity Interest of the Collateral Agent in the Collateral of such Grantor, and the rights andremedies of the Collateral Agent hereunder, or otherwise to further effectuate the intent andpurposes of this Agreement and to carry out the terms hereof.          (b) Each Grantor, at its sole cost and expense, will (i) take such actions as the CollateralAgent requests to at all times cause this Agreement (and/or proper notices, financing statements orother registrations or filings in respect hereof, and supplemental collateral assignments orcollateral security agreements in respect of any portion of the Collateral) to be duly filed,recorded, registered and published, and re-filed, re-recorded, re-registered and re-published insuch manner and in such places as may be required under the UCC or other applicable Law toestablish, perfect, preserve and protect the rights, remedies and Security Interest of theCollateral Agent in or with respect to the Collateral of such Grantor, and (ii) pay all taxes, feesand charges and comply with all statutes and regulations, applicable to such filing, recording,registration and publishing and such re-filing, re-recording, re-registration and re-publishing.     4.3 Use and Disposition of the Collateral.          (a) Unless and until an Event of Default shall have occurred and be continuing and theCollateral Agent shall have notified the Grantors thereof in writing that the rights of any or allof the Grantors under this Section 4.3(a) are suspended during the continuance of such Event ofDefault, each Grantor may use and dispose of its Collateral in any lawful manner not inconsistentwith the provisions of this Agreement, the Credit Agreement or any other Secured Creditor Document.          (b) No Grantor will consign any of its Inventory (other than Scan-Based Inventory) that,individually, or in the aggregate for all such consigned Inventory, exceeds $100,000, to any Personunless all filings of financing statements under the UCC and other actions and filings,registrations and recordings required under other applicable Laws have been made to perfect therights and interests of such Grantor in the consigned Inventory against creditors of and purchasersfrom the consignee.          (c) No Grantor will permit any of its Inventory or Equipment having a cost or market value(whichever is higher), individually, or in the aggregate for all such Inventory and Equipment, inexcess of $2,000,000 (or such larger amount as shall be acceptable to the Collateral Agent, in itsdiscretion) to be in the possession or control of any single warehouseman, bailee, processor,supplier or agent at any time, unless such warehouseman, bailee, processor, supplier or agent shallhave been notified of the Security Interest and shall have agreed in writing to hold suchCollateral subject to the Security Interest and the instructions of the Collateral Agent and towaive and release any Lien held by it with respect to such Collateral, whether arising by operationof law or otherwise.     4.4 Delivery or Marking of Chattel Paper; Assignment of Security From Account Debtors andConsignments; etc. Without limitation of any of the provisions of Section 4.2(a):
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          (a) If any amount payable to a Grantor under or in connection with any of the Collateral shallbe or become evidenced by any Document, Promissory Note or Instrument, or any Chattel Paper if inexcess of $2,000,000 individually or in the aggregate, such Grantor will cause such Document,Promissory Note or Instrument, or such Chattel Paper, to be delivered to the Collateral Agent andpledged as part of the Collateral hereunder, accompanied by any appropriate instruments orendorsements of transfer. In the case of any Chattel Paper, the Collateral Agent may require, inlieu of the delivery thereof to the Collateral Agent, that the writings evidencing the ChattelPaper be legended to reflect the Security Interest of the Collateral Agent therein, all in a manneracceptable to the Collateral Agent.          (b) If at any time any Grantor shall take and perfect a security interest in any property ofany Account Debtor, as security for the Accounts owed by such Account Debtor and/or any of itsAffiliates, or take and perfect a security interest arising out of the consignment to any Person ofany Inventory or other Collateral, such Grantor shall, if requested by the Collateral Agent (whichrequest may be made by the Collateral Agent only upon the written instructions of the RequiredLenders, issued by the Required Lenders, in their sole respective discretion), promptly execute anddeliver to the Collateral Agent a separate assignment of all financing statements and other filingsmade to perfect the same. Such separate assignment need not be filed of public record unlessnecessary to continue the perfected status of the security interest of such Grantor againstcreditors of any transferees from the Account Debtor or consignee.     4.5 Authorization to File Financing Statements. Each Grantor irrevocably authorizesthe Collateral Agent at any time and from time to time to file in any jurisdiction any initialfinancing statements and all amendments thereto and continuations thereof that (a) indicate theCollateral (i) as “all assets” or “all personal property” of such Grantor or words of similareffect, regardless of whether any particular asset comprised in the Collateral falls within thescope of the UCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b)contain any other information required pursuant to the UCC for the sufficiency or filing officeacceptance of any financing statement, amendment or continuation, including, but not limited to,(i) whether such Grantor is an organization, the type of organization and any organizationidentification number, and (ii) in the case of a financing statement that is filed as a fixturefiling or indicating Collateral as As-Extracted Collateral or timber to be cut, a sufficientdescription of the real property to which the Collateral relates.     4.6 Modification of Terms of Accounts and Contracts, etc. No Grantor will enter intoany material modification of the terms or provisions of any of its Accounts Receivable orContracts, or grant any extension of time for the payment of any of its Accounts Receivable orContracts, or compromise or settle the same for less than the full amount thereof, or release,wholly or partially, any person liable for the payment thereof or any guaranty, letter of credit,collateral or other obligation supporting or securing the payment thereof, or allow any credit ordiscount whatsoever thereon, other than modifications, extensions, compromises, settlements,credits and discounts granted or made (i) in the ordinary course of business or (ii) not otherwiseprohibited by the terms of the Credit Agreement or any other Loan Document.     4.7 Maintenance of Records, etc. Each Grantor will keep and maintain at its own costand expense satisfactory and complete records of its Accounts Receivable, Contracts and other
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Collateral, including, but not limited to, the originals of all documentation with respectthereto, records of all payments received, all credits granted thereon, all merchandise returnedand all other dealings therewith. All billings and invoices issued by a Grantor with respect toits Accounts Receivable will be in compliance, in all material respects, with, and conform to, therequirements of all applicable federal, state and local Laws and any applicable Laws of anyrelevant foreign jurisdiction. If an Event of Default shall have occurred and be continuing andthe Collateral Agent so directs, each Grantor shall legend, in form and manner satisfactory to theCollateral Agent, its Accounts Receivable and Contracts, as well as books, records and documents ofsuch Grantor evidencing or pertaining thereto with an appropriate reference to the fact that suchAccounts Receivable and Contracts have been assigned to the Collateral Agent and that theCollateral Agent has a security interest therein.     4.8 Schedules; Collateral Reports.          (a) Schedules. If any information contained in any Schedule to this Agreement shallbecome untrue or incorrect in any material respect (other than as to any of the matters set forthin Section 4.9 which shall be subject to the terms thereof), or if any Grantor acquires or disposesof any of the Collateral such that any Schedule to this Agreement is no longer accurate or completein any material respect (other than as to any of the matters set forth in Section 4.2 which shallbe subject to the terms thereof and the Security Agreement Joinder pursuant to Section 10.15), thenon the date on which the Company is required to deliver to the Global Agent a ComplianceCertificate under the Credit Agreement (each a “Reporting Date”) immediately following thedate on which such information becomes so untrue or incorrect or after such acquisition ordisposition occurs, such Grantor shall deliver to the Collateral Agent a new Schedule or Schedulesto this Agreement without the need for any amendment to this Agreement pursuant to Section 10.17,*provided*that the delivery of such new Schedule or Schedules to this Agreement after any applicableReporting Date shall not serve to cure, or constitute a waiver of, any Event of Default that mayhave occurred as a result of such information becoming untrue, incorrect, inaccurate or incompletein any material respect.          (b) Collateral Reports. Whenever requested to do so by the Collateral Agent, eachGrantor will promptly, at its own sole cost and expense, deliver to the Collateral Agent, inwritten hard copy form or, if available, on magnetic tape or other computer or machine readableform, as specified by the Collateral Agent, such listings, agings, descriptions, schedules andother reports with respect to its Accounts Receivable, Inventory, Equipment and other Collateral asthe Collateral Agent may reasonably instruct, all of the same to be in such scope, categories anddetail as the Collateral Agent may have reasonably instructed and to be accompanied by copies ofinvoices and other documentation as and to the extent reasonably instructed by the CollateralAgent.     4.9 Legal Status; Location of Inventory and Equipment. Each Grantor agrees that (a)it will not change its name, place of business, type of organization, jurisdiction of organizationor other legal structure, or, if more than one, chief executive office, or its mailing address ororganizational identification number, if it has one, in each case without providing the CollateralAgent at least 30 days’ prior written notice thereof and, if and as required by the CreditAgreement, the consent of the Collateral Agent, (b) if such Grantor does not have an organizationalidentification number and later obtains one, it will promptly notify the Collateral
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Agent of such organizational identification number, and (c) it will not maintain any of itsInventory or Equipment with an aggregate value in excess of $500,000 at a location other than alocation set forth on Schedule 3.5, unless it shall have provided the Collateral Agentprompt written notice thereof.     4.10 Inspections and Verification. The Collateral Agent and such Persons as theCollateral Agent may designate shall have the right, at any Grantor’s own cost and expense, at anytime or from time to time, on not less than two Business Day’s prior notice to the Company (onbehalf of any applicable Grantor), to inspect the Collateral of such Grantor, all books and recordsrelated thereto (and to make extracts and copies thereof) and the premises upon which any of suchCollateral is located, to discuss such Grantor’s affairs with the officers of such Grantor and itsindependent accountants, and to verify under reasonable procedures the validity, amount, quality,quantity, value, condition and status of, or any other matter relating to, such Collateral,including, in the case of Accounts or other Collateral in the possession of any third Person, bycontacting Account Debtors or the third Person possessing such Collateral (after not less than twodays’ prior notice to the applicable Grantor) for the purpose of making such verification, *provided*that, unless an Event of Default has occurred and is continuing, Grantors shall not be required topay for more than one such inspection in any calendar year. Any procedures or actions taken, priorto the occurrence and continuance of an Event of Default, to verify Accounts by contacting AccountDebtors, shall be effected by the Company’s independent accountants, acting at the direction of theCollateral Agent, in such manner (consistent with their normal auditing procedures) so as not toreveal the identity of the Collateral Agent or the existence of the Security Interest to theAccount Debtors. The Company will instruct its independent accountants to undertake any suchverification when and as requested by the Collateral Agent, but no more than once in any calendaryear, so long as no Event of Default has occurred and is continuing. The results of any suchverification by independent accountants shall be reported by such independent accountants to boththe Collateral Agent and the Company. The Collateral Agent shall have the absolute right to shareany information it gains from any such inspection or verification or from collateral reportsfurnished to it by a Grantor with the other Secured Creditors (it being understood that any suchinformation shall be subject to the confidentiality provisions of the Credit Agreement).     4.11 Condition of Collateral. Each Grantor will maintain (a) its Equipment in goodcondition, ordinary wear and tear excepted (excluding obsolete, excess or abandoned Equipment) and(b) all other tangible items of its Collateral, taken as an entirety, in such condition as isconsistent with generally accepted business practices, ordinary wear and tear excepted.     4.12 Insurance. Each Grantor will at all times keep its business and its Collateralinsured in accordance with Section 6.03 of the Credit Agreement.     4.13 Proceeds of Casualty Insurance, Condemnation or Taking.          (a) All amounts recoverable under any policy of casualty insurance or any award for thecondemnation or taking by any governmental authority of any portion of the Collateral are herebyassigned to the Collateral Agent.
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          (b) In the event any portion of the Collateral suffers a casualty loss or is involved in anyproceeding for condemnation or taking by any governmental authority, then, if an Event of Defaulthas occurred and is continuing, the Collateral Agent is authorized and empowered, at its option, toparticipate in, control, direct, adjust, settle and/or compromise any such loss or proceeding, tocollect and receive the proceeds therefrom and, after deducting from such proceeds any expensesincurred by it in connection with the collection or handling thereof, to apply the net proceedsthereof to the Secured Obligations in accordance with Section 8.4.          (c) If any proceeds are received by the Collateral Agent as a result of a casualty,condemnation or taking involving the Collateral and no Event of Default has occurred and iscontinuing, then the Collateral Agent will promptly release such proceeds to the applicableGrantor, unless the Credit Agreement provides otherwise.     4.14 Protective Advances by the Collateral Agent. At its option, but without beingobligated to do so, the Collateral Agent may, upon prior notice to any applicable Grantor, afterthe occurrence and during the continuance of an Event of Default, (a) pay and discharge past duetaxes, assessments and governmental charges, at any time levied on or with respect to any of theCollateral of such Grantor which such Grantor has failed to pay and discharge in accordance withthe requirements of this Agreement or any of the other Secured Creditor Documents, (b) pay anddischarge any claims of other creditors of such Grantor which are secured by any Lien on anyCollateral, other than a Permitted Lien, (c) pay for the maintenance, repair, restoration andpreservation of the Collateral to the extent such Grantor fails to comply with its obligations inregard thereto under this Agreement and the other Secured Creditor Documents or the CollateralAgent reasonably believes payment of the same is necessary or appropriate to avoid a material lossor material diminution in value of the Collateral, and/or (d) obtain and pay the premiums oninsurance for the Collateral which such Grantor fails to maintain in accordance with therequirements of this Agreement and the other Secured Creditor Documents, and each Grantor agrees toreimburse the Collateral Agent on demand for all payments and expenses incurred by the CollateralAgent with respect to such Grantor or any of its Collateral pursuant to the foregoingauthorization, *provided, however,*that nothing in this Section shall be construed as excusing anyGrantor from the performance of, or imposing any obligation on the Collateral Agent or any otherSecured Creditor to cure or perform, any covenants or other agreements of any Grantor with respectto any of the foregoing matters as set forth herein or in any of the other Loan Documents.     4.15 Commercial Tort Claims. If any Grantor shall at any time hold or acquire aCommercial Tort Claim, the recovery from which could reasonably be expected to exceed $500,000,such Grantor shall promptly notify the Collateral Agent thereof in a writing signed by suchGrantor, which sets forth the details thereof and grants to the Collateral Agent (for the benefitof the Secured Creditors) a Lien thereon and on the Proceeds thereof, all upon the terms of thisAgreement, with such writing to be in form and substance reasonably satisfactory to the CollateralAgent.
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**5.****SPECIAL PROVISIONS CONCERNING**