exv10w22






Exhibit 10.22




EXECUTION VERSION




U.S. SECURITY AGREEMENT



          U.S. SECURITY AGREEMENT, dated as of December 17, 2009 (as it may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), made
by NORTEK, INC., a Delaware corporation (the “Specified U.S. Borrower”), the other Persons listed
on the signature pages hereof and the Additional Grantors (as hereinafter defined) (the Specified
U.S. Borrower, the Persons so listed and the Additional Grantors being, collectively, the
“Grantors”), to BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with any
successor administrative agent, the “Administrative Agent”) for the Secured Parties.



PRELIMINARY STATEMENTS



          (1) The Specified U.S. Borrower and the other Loan Parties party thereto have entered into a
Credit Agreement dated of even date herewith (said Credit Agreement, as it may hereafter be
amended, restated, amended and restated, supplemented or otherwise modified from time to time,
being the “Credit Agreement”) with the Lenders, the L/C Issuers and the agents party thereto.


          (2) Pursuant to the Credit Agreement, the Grantors are entering into this Agreement in order
to grant to the Administrative Agent for the ratable benefit of the Secured Parties a security
interest in the Collateral (as hereinafter defined).


          (3) It is a condition precedent to the making of Loans and the issuance of Letters of Credit
by the Lenders under the Credit Agreement, the entry into Secured Hedge Agreements by the Hedge
Banks and the entry into Secured Cash Management Agreements by the Cash Management Banks from time
to time that the Grantors shall have granted the assignment and security interest and made the
pledge and assignment contemplated by this Agreement.


          (4) Each Grantor will derive substantial direct and indirect benefit from the transactions
contemplated by the Loan Documents.


          (5) Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used
in this Agreement as defined in the Credit Agreement. Further, unless otherwise defined in this
Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below)
are used in this Agreement as such terms are defined in such Article 8 or 9 (including Accounts,
Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Accounts, Commodity
Contract, Deposit Accounts, Documents, Equipment, Farm Products, Financial Assets, Fixtures,
General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter of Credit Rights,
Securities Accounts, Securities Intermediary, Security, Security Entitlements and Supporting
Obligations). Additionally, the following terms shall have the following meanings:


          “Additional Grantor” shall have the meaning specified in Section 18(b).


          “After-Acquired Intellectual Property” shall have the meaning specified in Section 10(g).


          “Agreement Collateral” shall have the meaning specified in Section 1(p).



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          “Assigned Agreements” shall have the meaning specified in Section 1(p).


          “Collateral” shall have the meaning specified in Section 1.


          “Computer Software” shall have the meaning specified in Section 1(q)(iv).


          “Copyrights” shall have the meaning specified in Section 1(q)(iii).


          “Commodity Account Control Agreement” shall mean an agreement in form reasonably satisfactory
to the Administrative Agent sufficient to grant the Administrative Agent Control over a specified
Commodity Account.


          “Control” shall mean (i) in the case of each Deposit Account, “control,” as such term is
defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control,” as
such term is defined in Section 8-106 of the UCC and (iii) in the case of any Commodity Contract,
“control,” as such term is defined in Section 9-106 of the UCC.


          “Control Agreements” shall mean, collectively, the Deposit Account Control Agreements, the
Securities Account Control Agreements and the Commodity Account Control Agreements.


          “Deposit Account Control Agreement” shall mean an agreement in form reasonably satisfactory to
the Administrative Agent sufficient to grant the Administrative Agent Control over a specified
Deposit Account.


          “Excluded Accounts” shall mean each of the following, but in each case only to the extent that
Control of the same has not been provided to or for the benefit of any other creditor or as
security for any other obligations:




     (i) all Deposit Accounts maintained by the Grantors solely for the purpose of making
current payments of or maintaining funds in respect of current obligations for payroll
taxes, sales tax, 401K funds or other similar tax or employee benefit obligations in the
ordinary course of business;




     (ii) for a period of not more than 30 days (or such longer period as may be approved by
the Administrative Agent in its sole discretion) following any Permitted Acquisition of a
new Subsidiary, the Deposit Accounts, Securities Accounts and Commodity Accounts of such new
Subsidiary; and




     (iii) any Deposit Accounts, Securities Accounts and Commodity Accounts as to which the
aggregate collected balances thereof, taken as a whole, do not exceed $10,000,000 (provided
that the collected balances of any one such account shall not exceed $5,000,000) (or in each
case such greater amount as may be agreed from time to time by the Administrative Agent in
its discretion).


          “Excluded Equity” shall mean each of the following, but in each case only to the extent that
the same has not been pledged to or for the benefit of any other creditor or as security for any
other obligations:




     (i) Equity Interests of any Foreign Subsidiary to the extent (and only to the extent)
that the pledge thereof hereunder would result in more than 66% of the total combined voting



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power of all classes of Equity Interests in such Foreign Subsidiary entitled to vote to
be pledged hereunder;




     (ii) Equity Interests in Foreign Subsidiaries that are not Material Foreign
Subsidiaries pursuant to Section 6.12(d) of the Credit Agreement; and




     (iii) Equity Interests in Foreign Subsidiaries that are organized under the laws of the
People’s Republic of China.


          “Indemnified Party” shall have the meaning specified in Section 17(a).


          “Intellectual Property” shall have the meaning specified in Section 1(q)(ix).


          “Intellectual Property Collateral” shall have the meaning specified in Section 1(q).


          “Intellectual Property Security Agreement” shall have the meaning specified in Section 10(f).


          “IP Agreements” shall have the meaning specified in Section 1(q)(viii).


          “IP Security Agreement Supplement” shall have the meaning specified in Section 10(g).


          “Noteholder Security Agreement” shall mean have the meaning specified in the Intercreditor
Agreement.


          “Patents” shall have the meaning specified in Section 1(q)(i).


          “Pledged Debt” shall have the meaning specified in Section 1(o)(i).


          “Pledged Deposit Accounts” means all Deposit Accounts of the Grantors other than Excluded
Accounts.


          “Pledged Equity” shall have the meaning specified in Section 1(o)(ii).


          “Receivables” shall have the meaning specified in Section 1(n).


          “Related Contracts” shall have the meaning specified in Section 1(n).


          “Release Date” shall have the meaning specified in Section 20.


          “Secured Obligations” shall have the meaning specified in Section 2.


          “Securities Account Control Agreement” shall mean an agreement in form reasonably satisfactory
to the Administrative Agent sufficient to grant the Administrative Agent Control with respect to a
specified Securities Account.


          “Security Agreement Supplement” shall have the meaning specified in Section 18(b).


          “Security Collateral” shall have the meaning specified in Section 1(o).


          “Subagent” shall have the meaning specified in Section 15(b).



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          “Trademarks” shall have the meaning specified in Section 1(q)(ii).


          “Trade Secrets” shall have the meaning specified in Section 1(q)(v).


          “Trustee” shall mean the Noteholder Collateral Agent as defined in the Intercreditor
Agreement.


          “UCC” shall mean the Uniform Commercial Code (as defined in the Credit Agreement).


          NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make
Loans and issue Letters of Credit under the Credit Agreement, to induce the Hedge Banks to enter
into Secured Hedge Agreements and to induce the Cash Management Banks to enter into Secured Cash
Management Agreements from time to time, each Grantor hereby agrees with the Administrative Agent
for the ratable benefit of the Secured Parties as follows:


          Section 1. Grant of Security. Each Grantor hereby grants to the Administrative Agent,
for the ratable benefit of the Secured Parties, a security interest in, such Grantor’s right, title
and interest in and to the following, in each case, as to each type of property described below,
whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or
hereafter existing or arising (collectively, the “Collateral”):




     (a) all Accounts;




     (b) all cash and Cash Equivalents;




     (c) all Chattel Paper;




     (d) all Commercial Tort Claims;




     (e) all Deposit Accounts;




     (f) all Documents;




     (g) all Equipment;




     (h) all Farm Products;




     (i) all Fixtures;




     (j) all General Intangibles;




     (k) all Goods;




     (l) all Instruments;




     (m) all Inventory;




     (n) all Letter-of-Credit Rights, all other obligations of any kind, whether or not
arising out of or in connection with the sale or lease of goods or the rendering of services
and whether or not earned by performance (together with all Accounts, Chattel Paper,
Instruments, Deposit Accounts, General Intangibles and Letter-of-Credit Rights, the
“Receivables”) and all rights now or hereafter existing in and to all Supporting Obligations
and in and to all security



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agreements, mortgages, Liens, leases, letters of credit and other contracts securing or
otherwise relating to the Receivables (the “Related Contracts”);


          (o) the following (the “Security Collateral”):




     (i) all indebtedness from time to time owed to such Grantor, including without
limitation, all promissory notes or instruments, if any, evidencing such
indebtedness, all indebtedness owed to such Grantor pursuant to the Intercompany
Note and the instruments set forth on Schedule 12 to the Perfection Certificate (the
“Pledged Debt”), and all interest, cash, instruments and other property from time to
time received, receivable or otherwise distributed in respect of or in exchange for
any or all of the Pledged Debt;




     (ii) all Equity Interests, other than Excluded Equity, from time to time
acquired, owned or held by such Grantor in any manner, including, without
limitation, the Equity Interests of each Grantor set forth opposite such Grantor’s
name on and otherwise described on Schedule 11 to the Perfection Certificate, and
the certificates, if any, representing such shares or units or other Equity
Interests (collectively, the “Pledged Equity”), and all dividends, distributions,
return of capital, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all of
such shares or other Equity Interests and all subscription warrants, rights or
options issued thereon or with respect thereto;




     (iii) all Investment Property and all Financial Assets (including, without
limitation, all Securities, Security Entitlements and Securities Accounts), the
certificates or instruments, if any, representing or evidencing such Investment
Property or Financial Assets and all dividends, distributions, return of capital,
interest, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange therefor and all
subscription warrants, rights or options issued thereon or with respect thereto; and




     (iv) all rights and privileges of such Grantor with respect to the securities
and other property referred to in clauses (i), (ii) and (iii) above;




     (p) all contracts and agreements between any Grantor and one or more additional parties
(including, without limitation, any Swap Contracts, licensing agreements and any partnership
agreements, joint venture agreements, limited liability company agreements), the Related
Contracts and the IP Agreements (as hereinafter defined), in each case as such agreements
may be amended, restated, amended and restated, supplemented or otherwise modified from time
to time (collectively, the “Assigned Agreements”), including, without limitation, (i) all
rights of such Grantor to receive moneys due and to become due under or pursuant to the
Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of any insurance,
indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of
such Grantor for damages arising out of or for breach of or default under the Assigned
Agreements, to perform thereunder and to compel performance and otherwise exercise all
remedies thereunder (all such Collateral being the “Agreement Collateral”);



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          (q) the following (collectively, the “Intellectual Property Collateral”):




     (i) all patents, patent applications, utility models and statutory invention
registrations, all inventions claimed or disclosed therein and all improvements
thereto (“Patents”);




     (ii) all trademarks, service marks, domain names, trade dress, logos, designs,
slogans, trade names, business names, corporate names and other source identifiers,
whether registered or unregistered (provided that no security interest shall be
granted in United States intent-to-use trademark applications to the extent that,
and solely during the period in which, the grant of a security interest therein
would impair the validity or enforceability of such intent-to-use trademark
applications under applicable federal law), together, in each case, with the
goodwill symbolized thereby (“Trademarks”);




     (iii) all copyrights, including, without limitation, copyrights in Computer
Software (as hereinafter defined), internet web sites and the content thereof,
whether registered or unregistered (“Copyrights”);




     (iv) all computer software, programs and databases (including, without
limitation, source code, object code and all related applications and data files),
firmware and documentation and materials relating thereto, together with any and all
maintenance rights, service rights, programming rights, hosting rights, test rights,
improvement rights, renewal rights and indemnification rights and any substitutions,
replacements, improvements, error corrections, updates and new versions of any of
the foregoing (“Computer Software”);




     (v) all confidential and proprietary information of the Grantor, including,
without limitation, know-how, trade secrets, manufacturing and production processes
and techniques, inventions, research and development information, databases and
data, including, without limitation, technical data, financial, marketing and
business data, pricing and cost information, business and marketing plans and
customer and supplier lists and information (collectively, “Trade Secrets”), and all
other intellectual, industrial and intangible property of any type, including,
without limitation, industrial designs and mask works;




     (vi) all registrations and applications for registration for any of the
foregoing, including, without limitation, those registrations and applications for
registration set forth in Schedule 14 to the Perfection Certificate, together with
all reissues, divisions, continuations, continuations-in-part, extensions, renewals
and reexaminations thereof;




     (vii) all tangible embodiments of the foregoing, all rights in the foregoing
provided by international treaties or conventions, all rights corresponding thereto
throughout the world and all other rights of any kind whatsoever of such Grantor
accruing thereunder or pertaining thereto;




     (viii) all agreements, permits, consents, orders and franchises relating to the
license, development, use or disclosure of any of the foregoing to which such
Grantor, now or hereafter, is a party or a beneficiary (“IP Agreements”); and




     (ix) any and all claims for damages and injunctive relief for past, present and
future infringement, dilution, misappropriation, violation, misuse or breach with
respect



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to any of the foregoing, with the right, but not the obligation, to sue for and
collect, or otherwise recover, such damages (the property described in this Section
1(q) is referred to herein as the “Intellectual Property”);




     (r) all books and records (including, without limitation, customer lists, credit files,
printouts and other computer output materials and records) of such Grantor pertaining to any
of the Collateral;




     (s) all other tangible and intangible personal property of whatever nature whether or
not covered by Article 9 of the UCC; and




     (t) all proceeds of, collateral for, income, royalties and other payments now or
hereafter due and payable with respect to and Supporting Obligations relating to, any and
all of the Collateral (including, without limitation, proceeds, collateral and supporting
obligations that constitute property of the types described in clauses (a) through (t) of
this Section 1) and, to the extent not otherwise included, all payments under insurance
(whether or not the Administrative Agent is the loss payee thereof), or any indemnity,
warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to
any of the foregoing Collateral;



provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not
constitute a grant of a security interest in any (A) motor vehicles or other assets that are
subject to certificates of title; (B) any Equipment that is subject to a purchase money lien or
capital lease permitted under the Credit Agreement to the extent the documents relating to such
purchase money lien or capital lease would not permit such Equipment to be subject to the security
interest created hereby; (C) any Letter-of-Credit Rights to the extent the applicable Grantor is
required by applicable law to apply the Proceeds thereof for a specified purpose; or (D) any
General Intangible, Investment Property (other than (i) any Equity Interests of a wholly-owned
Subsidiary of a Grantor required to be pledged hereunder or (ii) any other Equity Interests of a
Subsidiary of a Grantor required to be pledged hereunder unless such restrictions are permitted to
exist under the Credit Agreement) or Assigned Agreement to the extent that (but only as long as)
(a) except in respect of any ABL Priority Collateral, the grant of a security interest in any
General Intangible would violate any applicable law or (b) the terms thereof or the agreement
governing such General Intangible or Investment Property (after giving effect to Sections 9-406,
9-407 and 9-408 of the UCC) (i) validly prohibit the assignment of or granting a security interest
in such General Intangible, Investment Property or Assigned Agreement or (ii) validly permit the
termination (by reason of such assignment or security interest) of such Assigned Agreement or the
agreement governing such General Intangible or Investment Property; provided further that, that
notwithstanding the foregoing, (i) all rights to payment for money due or to become due pursuant to
any such excluded Collateral shall be subject to the security interests created by this Agreement
and (ii) such excluded Collateral shall otherwise be subject to the security interests created by
this Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof,
which the applicable Grantor shall use commercially reasonable efforts to obtain.



          Section 2. Security for Obligations. This Agreement secures, in the case of each
Grantor, the payment of all Obligations of such Grantor now or hereafter existing under the Loan
Documents, whether direct or indirect, absolute or contingent, and whether for principal,
reimbursement obligations, interest (including interest and fees that accrue after the commencement
by or against any Grantor of any proceeding under any Debtor Relief Laws naming such Person as the
debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding), fees, premiums, penalties, indemnifications, contract causes of action, costs,
expenses or otherwise (all such obligations being the “Secured Obligations”).



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          Section 3. Grantors Remain Liable. Anything herein to the contrary notwithstanding,
(a) each Grantor shall remain liable under the contracts and agreements included in such Grantor’s
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 hereunder shall not release any Grantor from any of its
duties or obligations under the contracts and agreements included in the Collateral and (c) no
Secured Party shall have any obligation or liability under the contracts and agreements included in
the Collateral by reason of this Agreement or any other Loan Document, nor shall any 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 claim for payment assigned hereunder.


          Section 4. Delivery and Control of Security Collateral. Subject to Section 6.12(d) of
the Credit Agreement, (a) (i) All certificates representing or evidencing the Pledged Equity and
(ii) all instruments representing or evidencing the Pledged Debt (excluding, unless an Event of
Default has occurred and is continuing, Pledged Debt in an aggregate principal amount not in excess
of $2,500,000), shall be delivered to and held by or on behalf of the Administrative Agent pursuant
hereto (unless the Trustee is granted a prior security interest in such certificates and
instruments and the same are required to be delivered (and are delivered) to the Trustee for the
benefit of the Secured Parties pursuant to the Intercreditor Agreement) and shall be in suitable
form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to the Administrative Agent;
provided that, unless an Event of Default shall have occurred and be continuing, with
respect to intercompany indebtedness to the extent evidenced by the Intercompany Note and no other
Instruments, the Grantors shall only be required to deliver possession of the Intercompany Note
with respect to such indebtedness. During the continuation of an Event of Default, the
Administrative Agent shall have the right, at any time in its discretion and without notice to any
Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its
nominees any or all of the Security Collateral, subject only to the revocable rights specified in
Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security
Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert
Security Collateral consisting of financial assets credited to any Securities Account to Security
Collateral consisting of financial assets held directly by the Administrative Agent, and to convert
Security Collateral consisting of financial assets held directly by the Administrative Agent to
Security Collateral consisting of financial assets credited to any Securities Account.


          (b) With respect to any Security Collateral in which any Grantor has any right, title or
interest and that constitutes an uncertificated security, such Grantor will promptly notify the
Administrative Agent thereof and, (i) if so requested by the Administrative Agent with respect to
any such Security Collateral (which request shall only be made with respect to Security Collateral
as to which the actions described in this Section 4(b) have not been taken to the extent that the
aggregate value thereof is in excess of $1,000,000 or (ii) solely in the case of Security
Collateral representing Equity Interests in a Subsidiary, upon the request of the Administrative
Agent, cause the issuer thereof either (x) to register the Administrative Agent as the registered
owner of such security or (y) to agree in an authenticated record with such Grantor and the
Administrative Agent that such issuer will comply with instructions with respect to such security
originated by the Administrative Agent without further consent of such Grantor, such authenticated
record to be in form and substance reasonably satisfactory to the Administrative Agent. During the
continuation of an Event of Default, with respect to any Security Collateral in which any Grantor
has any right, title or interest, promptly upon the request of the Administrative Agent, such
Grantor will notify each such issuer of Security Collateral that such Security Collateral is
subject to the security interest granted hereunder.



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          (c) Except as otherwise set forth herein, if any amount payable under or in connection with
any of the Collateral shall be or become evidenced by any Instrument, certificated security or
Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered
to the Administrative Agent (unless the Trustee is granted a prior security interest in such
Collateral and the same is required to be delivered (and is delivered) to the Trustee for the
benefit of the Secured Parties pursuant to the Intercreditor Agreement), duly endorsed in a manner
satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement and,
if applicable, the Intercreditor Agreement, provided that, unless an Event of Default has occurred
and is continuing, the Grantors shall not be required to deliver the same pursuant to this clause
(c) to the extent that the aggregate value of the Collateral not so delivered does not exceed
$5,000,000.


          Section 5. Maintaining Electronic Chattel Paper, Transferable Records and Letter-of-Credit
Rights and Giving Notice of Commercial Tort Claims. Unless the Release Date shall have
occurred:




     (a) Each Grantor will maintain Deposit Accounts (other than Excluded Accounts) only
with a bank (which may include the Administrative Agent) (a “Pledged Account Bank”) that has
entered into a Deposit Account Control Agreement. The Administrative Agent hereby agrees
that it will not deliver a notice indicating that the Administrative Agent will take Control
over a Deposit Account, Securities Account or Commodity Account under any Control Agreement
unless a Cash Dominion Event has occurred and is continuing.




     (b) The Administrative Agent may, at any time and without notice to, or consent from,
the Grantor, transfer, or direct the transfer of, funds from the Pledged Deposit Accounts to
satisfy the Grantor’s obligations under the Loan Documents if a Cash Dominion Event shall
have occurred and be continuing.




     (c) Upon any termination by a Grantor of any Pledged Deposit Account, such Grantor will
immediately (i) transfer all funds and property held in such terminated Pledged Deposit
Account to another Pledged Deposit Account and (ii) notify all Account Debtors and any other
obligors that were making payments to such Pledged Deposit Account to make all future
payments to another Pledged Deposit Account, in each case so that the Administrative Agent
shall have a continuously perfected security interest in such Account Collateral, funds and
property.




     (d) Upon the occurrence of and during the continuation of an Event of Default,
promptly upon the request of the Administrative Agent, each Grantor will maintain (i) all
Electronic Chattel Paper with a value individually in excess of $500,000 or in the aggregate
in excess of $2,000,000 so that the Administrative Agent has control of the Electronic
Chattel Paper in the manner specified in Section 9-105 of the UCC and (ii) all transferable
records so that the Administrative Agent has control of the transferable records in the
manner specified in Section 16 of the Uniform Electronic Transactions Act, as in effect in
the jurisdiction governing such transferable record (“UETA” ).




     (e) Each Grantor, by granting a security interest in its Receivables consisting of
Letter-of-Credit Rights to the Administrative Agent, intends to (and hereby does) assign to
the Administrative Agent its rights (including its contingent rights) to the proceeds of all
Related Contracts consisting of letters of credit of which it is or hereafter becomes a
beneficiary or assignee (except to the extent that the applicable Grantor is required by
applicable law to apply such proceeds to a specified purpose). If any Grantor is at any
time a beneficiary under a letter of credit now or hereafter issued in favor of such
Grantor, and (i) the face amount of such letter of



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credit is in excess of $1,000,000 individually or (ii) the face amount of such letter
of credit, together with the face amount of all other letters of credit issued in favor of
any Grantor in which the Administrative Agent does not have a perfected security interest
exceeds $2,500,000 in the aggregate, such Grantor shall promptly notify the Administrative
Agent thereof and such Grantor shall use commercially reasonable efforts to either (A)
arrange for the issuer and any confirmer of such letter of credit to consent to an
assignment to the Administrative Agent of the proceeds of any drawing under such letter of
credit or (B) arrange for the Administrative Agent to become the transferee beneficiary of
such letter of credit, with the Administrative Agent agreeing, in each case, that the
proceeds of any drawing under such letter of credit are to be applied as provided in the
Credit Agreement.




     (f) Upon the occurrence of an Event of Default, each Grantor shall, promptly upon
request by the Administrative Agent, (i) notify (and such Grantor hereby authorizes the
Administrative Agent to notify) the issuer and each nominated Person with respect to each of
the Related Contracts consisting of letters of credit that the proceeds thereof have been
assigned to the Administrative Agent hereunder and any payments due or to become due in
respect thereof are to be made directly to the Administrative Agent or its designee and (ii)
arrange for the Administrative Agent to become the transferee beneficiary of such letter of
credit.




     (g) Each Grantor will give prompt notice in writing (which notice shall reference this
Section 5(g)) to the Administrative Agent of any Commercial Tort Claim individually valued
in excess of $2,500,000 that may arise in the future and, if requested by the Administrative
Agent, will promptly execute or otherwise authenticate a supplement to this Agreement, and
otherwise take all necessary action, to subject such Commercial Tort Claim to the first
priority security interest created under this Agreement.


          Section 6. Representations and Warranties. Each Grantor represents and warrants as
follows:




     (a) All Pledged Equity consisting of Certificated Securities and all Pledged Debt has
been delivered to the Administrative Agent in accordance herewith. If such Grantor is an
issuer of Security Collateral, such Grantor confirms that it has received notice of the
security interest granted hereunder.




     (b) Such Grantor is the legal and beneficial owner of the Collateral granted or
purported to be granted by such Grantor free and clear of any Lien, claim, option or right
of others, except for the security interest created under this Agreement, subject to Liens
permitted under Section 7.01 of the Credit Agreement. To the knowledge of the Grantors, no
effective financing statement or other instrument similar in effect covering all or any part
of the Collateral or listing such Grantor or any trade name of such Grantor as debtor is on
file in any recording office, except such as may have been filed in favor of the
Administrative Agent relating to the Loan Documents or as otherwise permitted under the
Credit Agreement.




     (c) All of the Equipment and Inventory of such Grantor having a value in excess of
$1,000,000 are located at the places specified therefor in Schedule 2 to the Perfection
Certificate or at another location as to which such Grantor has complied with the
requirements of Sections 8 and 9(b) of this Agreement. Such Grantor has obtained and
maintains insurance with respect to its Equipment and Inventory in compliance with Section
8(d) of this Agreement.




     (d) The Pledged Equity issued by the Specified U.S. Borrower or any of its Subsidiaries
hereunder has been duly authorized and validly issued and is fully paid and



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non-assessable. To the knowledge of the Grantor, the Pledged Debt pledged by such
Grantor hereunder has been duly authorized, authenticated or issued and delivered, is the
legal, valid and binding obligation of the issuers thereof, is evidenced by one or more
promissory notes (which promissory notes have been delivered to the Administrative Agent
(unless required to be delivered and so delivered to the Trustee pursuant to the
Intercreditor Agreement).




     (e) As of the date hereof, the Pledged Equity pledged by such Grantor constitutes the
percentage of the issued and outstanding Equity Interests of the issuers thereof indicated
on Schedule 11 to the Perfection Certificate. As of the date hereof, no Grantor has any
Investment Property or Financial Assets other than the Investment Property and Financial
Assets listed on Schedules 11, 12 and 13 to the Perfection Certificate.




     (f) Each Grantor has good and valid rights in and title to the Collateral with respect
to which it has purported to grant a security interest hereunder and has full power and
authority to grant to the Administrative Agent the security interest in such Collateral
pursuant hereto and to execute, deliver and perform its obligations in accordance with the
terms of this Agreement, without the consent or approval of any other Person, other than any
consent or approval that has been obtained and is in full force and effect or the need for
which has been specifically disclosed herein or in the Credit Agreement.




     (g) The Perfection Certificate has been duly prepared, completed and executed by the
Specified U.S. Borrower and the information set forth therein, including the exact legal
name of each Grantor, is true, accurate and complete.




     (h) This Agreement creates in favor of the Administrative Agent for the benefit of the
Secured Parties a valid security interest in the Collateral granted by such Grantor,
securing the payment of the Secured Obligations; and (i) when the financing statements set
forth in Schedule 7 of the Perfection Certificate are filed or recorded with the appropriate
Governmental Authority referred to therein with respect to the Collateral described therein
in which a security interest may be perfected by filing or recordation and (ii) upon the
taking of possession or control by the Administrative Agent of the Collateral described in
Schedules 11, 12 and 16 of the Perfection Certificate with respect to which a security
interest may be perfected only by possession or control, all filings and other actions
necessary to perfect the security interest in the Collateral granted by such Grantor have
been duly made or taken and are in full force and effect; and such security interest is, in
the case of ABL Priority Collateral, first priority and, in the case of Term Priority
Collateral, second priority, subject to Liens permitted by Section 7.01 of the Credit
Agreement.




     (i) None of the Grantors has filed or consented to the filing of (i) any financing
statement or analogous document under the UCC or any other applicable laws covering any
Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any security
agreement or similar instrument covering any Collateral with the United States Patent and
Trademark Office or the United States Copyright Office or (iii) any assignment in which any
Grantor assigns any Collateral or any security agreement or similar instrument covering any
Collateral with any foreign governmental, municipal or other office, which financing
statement or analogous document, assignment, security agreement or similar instrument is
still in effect, except, in each case, for Liens expressly permitted pursuant to Section
7.01 of the Credit Agreement.



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     (j) The Inventory that has been produced or distributed by such Grantor has been
produced in all material respects in compliance with all requirements of applicable law,
including, without limitation, the Fair Labor Standards Act.




     (k) No amount payable to such Grantor under or in connection with any Receivable is
evidenced by any Instrument or Chattel Paper which has not been delivered to the
Administrative Agent to the extent otherwise required to be delivered hereunder (other than
purchase orders, supply agreements and invoices).




     (l) As to itself and its Intellectual Property Collateral:




     (i) To such Grantor’s knowledge, the operation of such Grantor’s business as
currently conducted and the use of the Intellectual Property in connection therewith
do not infringe, misappropriate or otherwise violate the intellectual property
rights of any third party, except for such infringements, individually or in the
aggregate, which could not reasonably be expected to have a Material Adverse Effect;




     (ii) Such Grantor is the exclusive owner of all right, title and interest in
and to the material Intellectual Property Collateral, and is entitled to use all
material Intellectual Property Collateral subject only to the terms of the IP
Agreements, in each case as used in or necessary to its operations, except to the
extent such failure to own or possess such right to use, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect;




     (iii) The IP Agreements, patents, trademarks, service marks, trade names and
all applications for any of the foregoing included in the Intellectual Property
Collateral is set forth on Schedule 14 to the Perfection Certificate and such
schedule sets forth all such Intellectual Property and all IP Agreements material to
the operations of the Grantors; and




     (iv) None of such Grantor’s Intellectual Property material to the operations of
the Grantors, has been abandoned or has been adjudged invalid or unenforceable in
whole or part.


          Section 7. Further Assurances. (a) Each Grantor agrees that from time to time, at
the expense of such Grantor, such Grantor will promptly (or within such longer period of time as
the Administrative Agent may agree in its sole discretion) execute and deliver, or otherwise
authenticate, all further instruments and documents, and take all further action that may be
reasonably necessary or desirable, or that the Administrative Agent may reasonably request, in
order to perfect and protect any pledge or security interest granted or purported to be granted by
such Grantor hereunder or to enable the Administrative Agent to exercise and enforce its rights and
remedies hereunder with respect to any Collateral of such Grantor. Without limiting the generality
of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor:




     (i) mark conspicuously each document included in Inventory and, at the request
of the Administrative Agent if an Event of Default has occurred and is continuing,
each Chattel Paper, each Related Contract and each Assigned Agreement and, at the
request of the Administrative Agent, each of its records pertaining to such
Collateral with a legend, in form and substance satisfactory to the Administrative
Agent, indicating that such document, Chattel Paper, Related Contract, Assigned
Agreement or Collateral is subject to the security interest granted hereby



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     (ii) execute or authenticate and file such financing or continuation
statements, or amendments thereto, and such other instruments or notices, as may be
reasonably necessary or desirable, or as the Administrative Agent may reasonably
request, in order to perfect and preserve the security interest granted or purported
to be granted by such Grantor hereunder;




     (iii) execute and deliver to the Administrative Agent an executed Deposit
Account Control Agreement with respect to each Deposit Account of any Grantor owned,
maintained or established by any Grantor after the Closing Date (other than an
Excluded Account), including any such Deposit Account which at any time ceases to be
an Excluded Account (it being understood that the Administrative Agent shall not
give any instructions directing the disposition of funds from time to time credited
to any Deposit Account or withhold any withdrawal rights from such Grantor with
respect to funds from time to time credited to any Deposit Account unless a Cash
Dominion Event has occurred and is continuing);




     (iv) if any Grantor shall, following the Closing Date, establish and maintain
any Securities Account or Commodity Account (other than an Excluded Account) with
any Securities Intermediary or Commodity Intermediary, such Grantor shall, within 30
days (or such longer period as the Administrative Agent may agree in its sole
discretion) of opening such Securities Account or Commodity Account, notify the
Administrative Agent thereof and deliver to the Administrative Agent an executed
Control Agreement with respect to such Securities Account or Commodity Account, as
the case may be; and




     (v) deliver to the Administrative Agent evidence that all other action that the
Administrative Agent may deem reasonably necessary or desirable in order to perfect
and protect the security interest granted or purported to be granted by such Grantor
under this Agreement has been taken.


          (b) Each Grantor hereby authorizes the Administrative Agent to file one or more financing or
continuation statements, and amendments thereto, including, without limitation, one or more
financing statements indicating that such financing statements cover all assets or all personal
property (or words of similar effect) of such Grantor, in each case without the signature of such
Grantor, and regardless of whether any particular asset described in such financing statements
falls within the scope of the UCC or the granting clause of this Agreement. A photocopy or other
reproduction of this Agreement or any financing statement covering the Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies
its authorization for the Administrative Agent to have filed such financing statements,
continuation statements or amendments filed prior to the date hereof.


          (c) Each Grantor will furnish to the Administrative Agent from time to time statements and
schedules further identifying and describing the Collateral of such Grantor and such other reports
in connection with such Collateral as the Administrative Agent may reasonably request, all in
reasonable detail.


          (d) The Borrower Agent will furnish to the Administrative Agent, at any time upon the request
of the Administrative Agent if a Cash Dominion Event has occurred and is continuing, an opinion of
counsel, in form and substance reasonably satisfactory to the Administrative Agent, to the effect
that all financing or continuation statements have been filed, and all other action has been taken
to perfect continuously from the date hereof the security interest granted hereunder.



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          (e) Each Loan Party shall at all times defend its title to Collateral and the Administrative
Agent’s Liens therein against all Persons, claims and demands whatsoever, except for Liens
permitted under Section 7.01 of the Credit Agreement.


          Section 8. As to Equipment and Inventory and Insurance. (a) Each Grantor will keep
its Equipment and Inventory (other than Inventory sold in the ordinary course of business or
pursuant to a disposition in accordance with Section 7.05 of the Credit Agreement) having a value
in excess of $1,000,000 at the places therefor specified in Section 2 to the Perfection Certificate
or at such other locations as such Grantor may determine from time to time, provided that such
Grantor shall give written notice to the Administrative Agent specifying any such other location
within 30 days’ after the first date on which any Equipment or Inventory is moved to such
location.


          (b) Each Grantor will promptly furnish to the Administrative Agent a statement respecting any
loss or damage exceeding $1,000,000 to any of the Inventory of such Grantor.


          (c) In producing its Inventory, each Grantor will comply in all material respects with all
requirements of applicable law, including, without limitation, the Fair Labor Standards Act.


          (d) Each Grantor will, at its own expense, maintain insurance with respect to its Equipment
and Inventory in such amounts, against such risks, in such form and with such insurers, as required
under Section 6.07 of the Credit Agreement. Without limitation to the foregoing, each Loan Party
shall maintain insurance with respect to the Collateral, covering casualty, hazard, public
liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with
insurers (with a “Best Rating” of at least A7, unless otherwise approved by the Administrative
Agent) reasonably satisfactory to the Administrative Agent. All proceeds under each policy shall
be payable to the Administrative Agent or deposited directly to a Dominion Account. From time to
time upon request, the Loan Parties shall deliver to the Administrative Agent the originals or
certified copies of its insurance policies and updated flood plain searches. Unless the
Administrative Agent shall agree otherwise, each policy of property insurance shall include
satisfactory endorsements: (i) showing the Administrative Agent (or, in the case of property
insurance, the Administrative Agent and the Trustee, as their interests may appear) as sole loss
payee; (ii) requiring the insurer to endeavor to provide 30 days prior written notice to the
Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and
(iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated
by any act or neglect of any Loan Party or the owner of the property, nor by the occupation of the
premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to
provide and pay for any insurance, the Administrative Agent may, at its option, but shall not be
required to, procure the insurance and charge the Borrowers therefor. Each Loan Party agrees to
deliver to the Administrative Agent, promptly as rendered, copies of all material reports made to
insurance companies in respect of the insurance described herein. So long as no Event of Default
has occurred and is continuing, the Loan Parties may settle, adjust or compromise any insurance
claim, as long as the proceeds are delivered to the Administrative Agent or deposited to a Dominion
Account as provided above. If an Event of Default has occurred and is continuing, only the
Administrative Agent shall be authorized to settle, adjust and compromise such claims. Further,
each Grantor will, at the request of the Administrative Agent, duly execute and deliver instruments
of assignment of such insurance policies to comply with the requirements of the Loan Documents and
cause the insurers to acknowledge notice of such assignment.


          (e) So long as no Cash Dominion Event shall have occurred and be continuing, all insurance
payments, proceeds of insurance and any awards arising from condemnation of any Collateral received
by the Administrative Agent in connection with any loss, damage or destruction of any Collateral
shall be transferred to a Dominion Account, and to the extent required to be applied to the
Obligations in accordance with Section 2.05(b) of the Credit Agreement, the Administrative Agent
may



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direct the applicable Pledged Account Bank to release to such Grantor any such amount if and
to the extent that any prepayment of Obligations is required under the Credit Agreement in
connection with the receipt of such amount and such prepayment has been made. Reimbursement under
any liability insurance maintained by any Grantor pursuant to this Section 8 may be paid directly
to the Person who shall have incurred liability covered by such insurance.



          Section 9. Post-Closing Changes; Bailees; Collections on Assigned Agreements and Accounts;
Assigned Agreements. (a) No Grantor will change its name, type of organization, jurisdiction
of organization, organizational identification number or location from those set forth in Schedule
1 to the Perfection Certificate without giving notice thereof to the Administrative Agent within 30
days (or such lesser period of time as the Administrative Agent may agree) of such change and
thereafter taking all action required by the Administrative Agent for the purpose of perfecting or
protecting the security interest granted by this Agreement. Each Grantor will hold and preserve
its records relating to the Collateral, including, without limitation, the Assigned Agreements and
Related Contracts.


          (b) If any Collateral of any Grantor is at any time in the possession or control of a
warehouseman, bailee or agent (including as set forth on Schedule 2(e) to the Perfection
Certificate) or is located at leased premises or mortgaged property, upon the request of the
Administrative Agent, such Grantor will (i) notify any such warehouseman, bailee, agent or landlord
of the security interest created hereunder, (ii) instruct any such warehouseman, bailee, agent or
landlord to hold all such Collateral solely for the Administrative Agent’s account subject only to
the Administrative Agent’s instructions, and (iii) if at any time the value of the Collateral in
the possession or control of such warehouseman, bailee, agent or landlord or located at such leased
or mortgaged premises exceeds or is reasonably likely to exceed $3,000,000, use commercially
reasonable efforts to (A) cause such warehouseman, bailee or agent to authenticate a record
acknowledging that it holds possession of such Collateral for the Administrative Agent’s benefit
and shall act solely on the instructions of the Administrative Agent without the further consent of
the Grantor or any other Person and make such authenticated record available to the Administrative
Agent, and (B) obtain a Lien Waiver from such warehouseman, bailee or agent or the applicable
landlord or mortgagee.


          (c) Except as otherwise provided in this subsection (c), each Grantor will continue to
collect, at its own expense, all amounts due or to become due such Grantor under the Receivables,
Assigned Agreements and Related Contracts. In connection with such collections, such Grantor may
take (and, at the Administrative Agent’s direction during the continuation of an Event of Default,
may take) such commercially reasonable action as such Grantor (or the Administrative Agent) may
deem necessary or advisable to enforce collection thereof; provided, however, that the
Administrative Agent shall have the right at any time upon the occurrence and during the
continuance of an Event of Default, to notify the obligors under any Receivables, Assigned
Agreements and Related Contracts, of the assignment of such Receivables, Assigned Agreements and
Related Contracts, to the Administrative Agent and to direct such obligors to make payment of all
amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and,
upon such notification and at the expense of such Grantor, to enforce collection of any such
Receivables, Assigned Contracts and Related Contracts, to adjust, settle or compromise the amount
or payment thereof, and to otherwise exercise all rights with respect to such Receivables, Assigned
Agreements and Related Contracts, including, without limitation, those set forth set forth in
Section 9-607 of the UCC. Upon the occurrence and during the continuation of a Cash Dominion
Event, all amounts and proceeds (including, without limitation, Instruments) received by such
Grantor in respect of the Receivables, Assigned Agreements and Related Contracts of such Grantor
shall be received in trust for the benefit of the Administrative Agent hereunder, shall be
segregated from other funds of such Grantor and shall be transferred to the Payment Accounts as set
forth in Section 6.18 of the Credit Agreement for application to the Obligations as provided in
Section 8.03 of the Credit Agreement. Upon the occurrence and during the continuation of an Event
of Default, (i) no Grantor will grant any



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extension with respect to the time of payment of any Receivable or any amount due on any
Assigned Agreement or Related Contract, adjust, settle or compromise the amount or payment of any
Receivable or any amount due on any Assigned Agreement or Related Contract for less than the full
amount thereof, release wholly or partly any Account Debtor or obligor thereof, allow any credit or
discount thereon (except, in each case, in the ordinary course of business consistent with past
practice unless the Administrative Agent shall have notified such Grantor that its right to do so
has been terminated) or make any amendment, supplement or modification thereto, in each case in any
manner that could adversely affect the value thereof and (ii) the applicable Grantor shall deliver
to the Administrative Agent a copy of each material demand, notice or document received by it that
questions or calls into doubt the validity or enforceability of more than 5% of the aggregate
amount of its then outstanding Accounts. No Grantor will permit or consent to the subordination of
its right to payment under any of the Receivables, Assigned Agreements or Related Contracts to any
other indebtedness or obligations of the Account Debtor or obligor thereof.



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


          (e) Each Grantor will at its expense: (i) maintain the Assigned Agreements to which it is a
party in full force and effect, enforce the Assigned Agreements to which it is a party in
accordance with the terms thereof and take all such action to such end as may be requested from
time to time by the Administrative Agent, except where the failure to do could not reasonably be
expected to have a Material Adverse Effect; and (ii) furnish to the Administrative Agent promptly
upon receipt thereof copies of all material notices, requests and other documents received by such
Grantor under or pursuant to any material Assigned Agreements to which it is a party, and from time
to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned
Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably
request and (B) upon the reasonable request of the Administrative Agent, make to each other party
to any Assigned Agreement to which it is a party such demands and requests for information and
reports or for action as such Grantor is entitled to make thereunder.


          (f) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the
assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each
Assigned Agreement to which it is a party by any other Grantor hereunder. Each Grantor agrees, and
has effectively so instructed each other party to each Assigned Agreement to which it is a party,
that all payments due or to become due under or in connection with such Assigned Agreement will be
made directly to a Pledged Deposit Account.


          Section 10. As to Intellectual Property Collateral. (a) With respect to material
Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially
reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S.
Copyright Office



 - 16 -









 








and any other governmental authority located in the United States, to (i) maintain the
validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual
Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of
each patent, trademark, or copyright registration or application, now or hereafter included in such
Intellectual Property Collateral of such Grantor, including, without limitation, the payment of
required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and
Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of
applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S.
Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal
applications or extensions, the payment of maintenance fees and the participation in interference,
reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor
shall, without the written consent of the Administrative Agent, discontinue use of or otherwise
abandon any of its material Intellectual Property Collateral, or abandon any right to file an
application for patent, trademark, or copyright, unless such Grantor shall have previously
determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is
no longer desirable in the conduct of such Grantor’s business.



          (b) Each Grantor agrees promptly to notify the Administrative Agent if such Grantor becomes
aware that any item of material Intellectual Property Collateral may have become abandoned, placed
in the public domain, invalid or unenforceable, or of any adverse determination or development
regarding such Grantor’s ownership of any of such Intellectual Property Collateral or its right to
register the same or to keep and maintain and enforce the same, unless the maintenance of such
Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business.


          (c) In the event that any Grantor becomes aware that any item of its Intellectual Property
Collateral is being infringed or misappropriated by a third party in any way that would reasonably
be expected to have a Material Adverse Effect, such Grantor shall promptly notify the
Administrative Agent and shall take such actions, at its expense, as such Grantor or the
Administrative Agent deems reasonable and appropriate under the circumstances to protect or enforce
such Intellectual Property Collateral, including, without limitation, suing for infringement or
misappropriation and for an injunction against such infringement or misappropriation.


          (d) No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its
material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in
the public domain, unless the maintenance of such Intellectual Property Collateral is no longer
desirable in the conduct of such Grantor’s business.


          (e) Each Grantor shall take all commercially reasonable steps which it or the Administrative
Agent (during the continuation of an Event of Default) deems reasonable and appropriate under the
circumstances to preserve and protect each item of its material Intellectual Property Collateral,
including, without limitation, maintaining the quality of any and all products or services used or
provided in connection with any of the Trademarks, consistent with the quality of the products and
services as of the date hereof, and taking all steps necessary to ensure that all licensed users of
any of the Trademarks use such consistent standards of quality.


          (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute or
otherwise authenticate an agreement, in substantially the form set forth in Exhibit B hereto or
otherwise in form and substance satisfactory to the Administrative Agent (an “Intellectual Property
Security Agreement”), for recording the security interest granted hereunder to the Administrative
Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S.
Copyright Office and any other governmental authorities necessary to perfect the security interest
hereunder in such Intellectual Property Collateral.



 - 17 -









 







          (g) Each Grantor agrees that should it obtain an ownership interest in any item of the type
set forth in Section 1(q) of this Agreement that is not on the date hereof a part of the
Intellectual Property Collateral (“After-Acquired Intellectual Property”) (i) the provisions of
this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual
Property and, in the case of trademarks, the goodwill symbolized thereby, shall automatically
become part of the Intellectual Property Collateral subject to the terms and conditions of this
Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial
statements under Sections 6.01(a) and (b) of the Credit Agreement, execute and deliver to the
Administrative Agent, or otherwise authenticate, an agreement substantially in the form of Exhibit
C hereto or otherwise in form and substance satisfactory to the Administrative Agent (an “IP
Security Agreement Supplement”) covering such After-Acquired Intellectual Property which IP
Security Agreement Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S.
Copyright Office and any other governmental authorities necessary to perfect the security interest
hereunder in such After-Acquired Intellectual Property.


          (h) Nothing in this Agreement prevents any Grantor from discontinuing the use or maintenance
of any of its Intellectual Property Collateral to the extent permitted by the Credit Agreement if
such Grantor determines in its reasonable business judgment that such discontinuance is desirable
in the conduct of its business.


          Section 11. Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall
have occurred and be continuing:




     (i) Each Grantor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Security Collateral of such Grantor or any part thereof for any
purpose; provided however, that such Grantor will not exercise or refrain from exercising
any such right if such action would have a material adverse effect on the value of the
Security Collateral or any part thereof.




     (ii) Each Grantor shall be entitled to receive and retain any and all dividends,
interest and other distributions paid in respect of the Security Collateral of such Grantor
if and to the extent that the payment thereof is not otherwise prohibited by the terms of
the Loan Documents; provided, however, that any and all dividends, interest and other
distributions paid or payable other than in cash in respect of, and instruments and other
property received, receivable or otherwise distributed in respect of, or in exchange for,
any Security Collateral shall be, and shall be forthwith delivered to the Administrative
Agent (unless required to be delivered to the Trustee pursuant to the Intercreditor
Agreement) to hold as Security Collateral and shall, if received by such Grantor, be
received in trust for the benefit of the Administrative Agent, be segregated from the other
property or funds of such Grantor and be forthwith delivered to the Administrative Agent
(unless required to be delivered and so delivered to the Trustee pursuant to the
Intercreditor Agreement) as Security Collateral in the same form as so received (with any
necessary indorsement).




     (iii) The Administrative Agent will execute and deliver (or cause to be executed and
delivered) to each Grantor all such proxies and other instruments as such Grantor may
reasonably request for the purpose of enabling such Grantor to exercise the voting and other
rights that it is entitled to exercise pursuant to paragraph (i) of this Section 11(a) above
and to receive the dividends or interest payments that it is authorized to receive and
retain pursuant to paragraph (ii) of this Section 11(a) above.



 - 18 -









 






     (b) Upon the occurrence and during the continuance of an Event of Default:




     (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting
and other consensual rights that it would otherwise be entitled to exercise pursuant to
Section 11(a)(i) of this Agreement shall, upon notice to such Grantor by the Administrative
Agent, cease and (y) to receive the dividends, interest and other distributions that it
would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) of this
Agreement shall automatically cease, and all such rights shall thereupon become vested in
the Administrative Agent, which shall thereupon have the sole right to exercise or refrain
from exercising such voting and other consensual rights and to receive and hold as Security
Collateral such dividends, interest and other distributions.




     (ii) All dividends, interest and other distributions that are received by any Grantor
contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust
for the benefit of the Administrative Agent, shall be segregated from other funds of such
Grantor and shall be forthwith paid over to the Administrative Agent (unless required to be
delivered to the Trustee pursuant to the Intercreditor Agreement) as Security Collateral in
the same form as so received (with any necessary indorsement).




     (c) Upon the occurrence and during the continuation of a Cash Dominion Event, the
Administrative Agent shall be authorized to exercise exclusive control over all Deposit
Accounts, Securities Accounts and Commodity Accounts (in each case other than Excluded
Accounts).


          Section 12. Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees
that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any
of the Collateral, other than sales, assignments and other dispositions of Collateral, and options
relating to Collateral, permitted under the terms of the Credit Agreement, or (ii) create or suffer
to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the
pledge, assignment and security interest created under this Agreement and Liens permitted under the
Credit Agreement.


          (b) Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by
such Grantor not to issue any Equity Interests or other securities in addition to or in
substitution for the Pledged Equity issued by such issuer, except to such Grantor or to another
Grantor; provided that this clause (i) will not prohibit the issuance of any Equity
Interests by any Subsidiary in connection with any transaction described in Section 7.05(o) of the
Credit Agreement to the extent that such issuance constitutes an Investment in a joint venture
permitted by Section 7.05(o) of the Credit Agreement and (ii) pledge hereunder, promptly upon its
acquisition (directly or indirectly) thereof, any and all additional Equity Interests (other than
Excluded Equity) or other securities.


          Section 13. Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby
irrevocably appoints the Administrative Agent such Grantor’s attorney-in-fact, with full authority
in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to
time, in the Administrative Agent’s discretion, to take any action and to execute any instrument
that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this
Agreement (but at the cost and expense of the Grantors), including, without limitation:




     (a) to endorse a Grantor’s name on any Payment Item or other proceeds of Collateral
(including proceeds of insurance) that come into the Administrative Agent’s possession or
control;



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     (b) to obtain and adjust insurance required to be paid to the Administrative Agent;
and,




     upon the occurrence and during the continuance of an Event of Default:




     (a) to ask for, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect of any of the
Collateral;




     (b) to receive, indorse and collect any drafts or other instruments, documents and
Chattel Paper;




     (c) to (i) notify any Account Debtors of the assignment of any Grantor’s Accounts,
demand and enforce payment of any Grantor’s Accounts, by legal proceedings or otherwise, and
generally exercise any rights and remedies with respect to any Grantor’s Accounts; (ii)
settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral,
or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any
Accounts and other Collateral upon such terms, for such amounts and at such times as the
Administrative Agent deems advisable; (iv) take control, in any manner, of any proceeds of
Collateral; (v) prepare, file and sign a Grantor’s name to a proof of claim or other
document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction
of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Grantor,
and notify postal authorities to change the address for delivery thereof to such address as
the Administrative Agent may designate; (vii) endorse any Chattel Paper, Document,
Instrument, invoice, freight bill, bill of lading, or similar document or agreement relating
to any Accounts, Inventory or other Collateral; (viii) use a Grantor’s stationery and sign
its name to verifications of Accounts and notices to Account Debtors; (ix) use the
information recorded on or contained in any data processing equipment and computer hardware
and software relating to any Collateral; or (x) take any action as may be necessary or
appropriate to obtain payment under any letter of credit or banker’s acceptance for which a
Grantor is a beneficiary; and




     (d) to file any claims or take any action or institute any proceedings that the
Administrative Agent may deem necessary or desirable for the collection of any of the
Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned
Agreement or the rights of the Administrative Agent with respect to any of the Collateral or
any other action as the Administrative Agent deems appropriate to fulfill any Grantor’s
obligations under the Loan Documents.


          Section 14. Administrative Agent May Perform. If any Grantor fails to perform any
agreement contained herein, the Administrative Agent may, but without any obligation to do so and
without notice, itself perform, or cause performance of, such agreement, and the expenses of the
Administrative Agent incurred in connection therewith shall be payable by such Grantor under
Section 17 of this Agreement.


          Section 15. The Administrative Agent’s Duties. (a) The powers conferred on the
Administrative Agent hereunder are solely to protect the Secured Parties’ interest in the
Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe
custody of any Collateral in its possession and the accounting for moneys actually received by it
hereunder, the Administrative Agent shall have no duty as to any Collateral, as to ascertaining or
taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters
relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of
such matters, or as to the taking



 - 20 -









 








of any necessary steps to preserve rights against any parties or any other rights pertaining
to any Collateral. The Administrative Agent shall be deemed to have exercised reasonable care in
the custody and preservation of any Collateral in its possession if such Collateral is accorded
treatment substantially equal to that which it accords its own property.



          (b) Anything contained herein to the contrary notwithstanding, the Administrative Agent may
from time to time, when the Administrative Agent in its reasonable discretion deems it to be
necessary, appoint one or more subagents (each a “Subagent”) for the Administrative Agent hereunder
with respect to all or any part of the Collateral. In the event that the Administrative Agent so
appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such
Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be
deemed for purposes of this Agreement to have been made to such Subagent, in addition to the
Administrative Agent, for the ratable benefit of the Secured Parties, as security for the Secured
Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the
Administrative Agent, with all rights, powers, privileges, interests and remedies of the
Administrative Agent hereunder with respect to such Collateral, and (iii) the term “Administrative
Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of
the Administrative Agent with respect to such Collateral, shall include such Subagent; provided,
however, that no such Subagent shall be authorized to take any action with respect to any such
Collateral unless and except to the extent expressly authorized in writing by the Administrative
Agent.


          (c) All expenses of protecting, storing, warehousing, insuring, handling, maintaining and
shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale
thereof), and all other payments required to be made by the Administrative Agent to any Person to
realize upon any Collateral, shall be borne and paid by the Grantors. The Administrative Agent
shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss
or damage thereto (except for reasonable care in its custody while Collateral is in the
Administrative Agent actual possession), for any diminution in the value thereof, or for any act or
default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same
shall be at the Grantors’ sole risk.


          Section 16. Remedies. If any Event of Default shall have occurred and be continuing:




     (a) The Administrative Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all the rights
and remedies of a secured party upon default under the UCC (whether or not the UCC applies
to the affected Collateral) and also may: (i) require each Grantor to, and each Grantor
hereby agrees that it will at its expense and upon request of the Administrative Agent
forthwith, assemble all or part of the Collateral as directed by the Administrative Agent
and make it available to the Administrative Agent at a place and time to be designated by
the Administrative Agent that is reasonably convenient to both parties; (ii) without notice
except as specified below, sell the Collateral or any part thereof in one or more parcels at
public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash,
on credit or for future delivery, and upon such other terms as the Administrative Agent may
deem commercially reasonable; (iii) occupy any premises owned or to the extent lawful and
permitted leased by any of the Grantors where the Collateral or any part thereof is
assembled or located for a reasonable period in order to effectuate its rights and remedies
hereunder or under law, without obligation to such Grantor in respect of such occupation;
and (iv) exercise any and all rights and remedies of any of the Grantors under or in
connection with the Collateral, or otherwise in respect of the Collateral, including,
without limitation, (A) any and all rights of such Grantor to demand or otherwise require
payment of any amount under, or performance of any provision of, the Receivables, Assigned
Agreements, Related Contracts and the other Collateral, (B) withdraw, or cause or direct the
withdrawal of, all



 - 21 -









 






funds and all other property held in or credited to any Deposit Account, Securities
Account or Commodity Account and (C) exercise all other rights and remedies with respect to
the Receivables, Assigned Agreements, the Related Contracts and the other Collateral,
including, without limitation, those set forth in Section 9-607 of the UCC. Each Grantor
agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’
notice to such Grantor of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification. The Administrative
Agent shall not be obligated to make any sale of Collateral regardless of notice of sale
having been given. The Administrative Agent may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so adjourned.




     (b) Any cash held by or on behalf of the Administrative Agent and all cash proceeds
received by or on behalf of the Administrative Agent in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral may, in the discretion of
the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then
or at any time thereafter applied (after payment of any amounts payable to the
Administrative Agent pursuant to Section 17 of this Agreement) in whole or in part by the
Administrative Agent for the ratable benefit of the Secured Parties against, all or any part
of the Secured Obligations, as set forth in Section 8.03 of the Credit Agreement. Any
surplus of such cash or cash proceeds held by or on the behalf of the Administrative Agent
and remaining after payment in full of all the Secured Obligations shall be paid over to the
applicable Grantor or to whomsoever may be lawfully entitled to receive such surplus.




     (c) All payments received by any Grantor under or in connection with any Assigned
Agreement or otherwise in respect of the Collateral shall be received in trust for the
benefit of the Administrative Agent, shall be segregated from other funds of such Grantor
and shall be forthwith paid over to the Administrative Agent in the same form as so received
(with any necessary indorsement).




     (d) The Administrative Agent may, without notice to any Grantor except as required by
law and at any time or from time to time, charge, set-off and otherwise apply all or any
part of the Secured Obligations against any funds held with respect to any Deposit Account.




     (e) In the event of any sale or other disposition of any of the Intellectual Property
Collateral of any Grantor, the goodwill symbolized by any Trademarks subject to such sale or
other disposition shall be included therein, and such Grantor shall supply to the
Administrative Agent or its designee such Grantor’s know-how and expertise, and documents
and things relating to any Intellectual Property Collateral subject to such sale or other
disposition, and such Grantor’s customer lists and other records and documents relating to
such Intellectual Property Collateral and to the manufacture, distribution, advertising and
sale of products and services of such Grantor.




     (f) If the Administrative Agent shall determine to exercise its right to sell all or
any of the Security Collateral of any Grantor pursuant to this Section 16, each Grantor
agrees that, upon request of the Administrative Agent, such Grantor will, at its own
expense, do or cause to be done all such other acts and things as may be necessary to make
such sale of such Security Collateral or any part thereof valid and binding and in
compliance with applicable law.




     (g) The Administrative Agent is authorized, in connection with any sale of the Security
Collateral pursuant to this Section 16, to deliver or otherwise disclose to any prospective



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purchaser of the Security Collateral: (i) any registration statement or prospectus, and
all supplements and amendments thereto; (ii) any information and projections; and (iii) any
other information in its possession relating to such Security Collateral.




     (h) Each Grantor acknowledges the impossibility of ascertaining the amount of damages
that would be suffered by the Secured Parties by reason of the failure by such Grantor to
perform any of the covenants contained in subsection (f) of this Section 16 above and,
consequently, agrees that, if such Grantor shall fail to perform any of such covenants, it
will pay, as liquidated damages and not as a penalty, an amount equal to the value of the
Security Collateral on the date the Administrative Agent shall demand compliance with
subsection (f) of this Section 16 above.




     (i) For the purpose of enabling the Administrative Agent, during the continuance of an
Event of Default, to exercise rights and remedies under this Section 16 at such time as the
Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and
for no other purpose, each Grantor hereby grants to the Administrative Agent, to the extent
assignable, an irrevocable, non-exclusive license to use, license or sublicense any of the
Intellectual Property Collateral now owned or hereafter acquired by such Grantor, wherever
the same may be located. Such license shall include access to all media in which any of the
licensed items may be recorded or stored and to all computer programs used for the
compilation or printout hereof to the extent that such non-exclusive license does not
violate the express terms of any agreement between a Grantor and a third party governing the
applicable Grantor’s use of such Intellectual Property Collateral. If (i) an Event of
Default shall have occurred and, by reason of cure, waiver, modification, amendment or
otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and
be continuing, (iii) an assignment or other transfer to the Administrative Agent of any
rights, title and interests in and to the Intellectual Property Collateral shall have been
previously made in accordance with the terms hereof and shall have become absolute and
effective, and (iv) the Obligations shall not have become immediately due and payable, the
Administrative Agent shall promptly execute and deliver to such Grantor, at such Grantor’s
sole cost and expense, such assignments or other transfer as may be necessary to reassign to
such Grantor any such rights, title and interests as may have been assigned to the
Administrative Agent; provided, after giving effect to such reassignment, the Administrative
Agent’s security interest granted pursuant hereto, as well as all other rights and remedies
of the Administrative Agent granted hereunder, shall continue to be in full force and
effect; and provided further, the rights, title and interest so reassigned shall be free and
clear of any other Liens granted by or on behalf of the Administrative Agent and the Secured
Parties.




     (j) Each Grantor recognizes that, by reason of certain prohibitions contained in the
Securities Act, and applicable state securities laws, the Administrative Agent may be
compelled, with respect to any sale of all or any part of the Securities Collateral and
Investment Property, to limit purchasers to Persons who will agree, among other things, to
acquire such Security Collateral or Investment Property for their own account, for
investment and not with a view to the distribution or resale thereof. Each Grantor
acknowledges that any such private sales may be at prices and on terms less favorable to the
Administrative Agent than those obtainable through a public sale without such restrictions
(including a public offering made pursuant to a registration statement under the Securities
Act), and, so long as such private sale is made in a commercially reasonable manner and that
the Administrative Agent shall have no obligation to engage in public sales and no
obligation to delay the sale of any Security Collateral or Investment Property for the
period of time necessary to permit the issuer thereof to register it for a form of public
sale requiring registration under the Securities Act or under applicable state securities
laws, even if such issuer would agree to do so.



 - 23 -









 




          Section 17. Indemnity and Expenses. (a) Each Grantor agrees to indemnify, defend and
save and hold harmless each Secured Party and each of their Affiliates and their respective
officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and
against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable and documented fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in
connection with or resulting from this Agreement (including, without limitation, enforcement of
this Agreement), except to the extent such claim, damage, loss, liability or expense is found in a
final, non-appealable judgment by a court of competent jurisdiction to have resulted from such
Indemnified Party’s bad faith, gross negligence or willful misconduct. The obligations of the
Grantors under this paragraph shall survive the termination of this Agreement (and any earlier
resignation or removal of the Administrative Agent or any Collateral Agent).


          (b) Each Grantor will upon demand pay to the Administrative Agent the amount of any and all
reasonable expenses, including, without limitation, the reasonable and documented fees and
out-of-pocket expenses of its counsel and of any experts and agents, that the Administrative Agent
may incur in connection with (i) the administration of this Agreement, (ii) the custody,
preservation, use or operation of, or the sale of, collection from or other realization upon, any
of the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the
Administrative Agent or the other Secured Parties hereunder or (iv) the failure by such Grantor to
perform or observe any of the provisions hereof; provided that, any such payment or
reimbursement to the Administrative Agent for fees and expenses of counsel with respect to the
administration of this Agreement and the custody and preservation of any of the Collateral shall be
limited to the reasonable and documented fees, out-of-pocket charges and disbursements of one firm
of counsel for the Administrative Agent, one firm of local counsel retained by the Administrative
Agent in each relevant local jurisdiction and one firm of special counsel retained by the
Administrative Agent for each relevant specialty.


          Section 18. Amendments; Waivers; Additional Grantors; Etc. (a) Subject to Section
11.01 of the Credit Agreement, no amendment or waiver of any provision of this Agreement, and no
consent to any departure by any Grantor herefrom, shall in any event be effective unless the same
shall be in writing and signed by (i) each Grantor (other than the Specified U.S. Borrower) to
which such amendment or waiver is to apply, (ii) the Specified U.S. Borrower and (iii) the
Administrative Agent, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. No failure on the part of the
Administrative Agent or any other Secured Party to exercise, and no delay in exercising any right
hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such
right preclude any other or further exercise thereof or the exercise of any other right.


          (b) Upon the execution and delivery, or authentication, by any Person of a security agreement
supplement in substantially the form of Exhibit A hereto (each a “Security Agreement Supplement”),
such Person shall be referred to as an “Additional Grantor” and shall be and become a Grantor
hereunder, and each reference in this Agreement and the other Loan Documents to “Grantor” shall
also mean and be a reference to such Additional Grantor, and each reference in this Agreement and
the other Loan Documents to “Collateral” shall also mean and be a reference to the Collateral of
such Additional Grantor. Concurrently with the delivery or authentication by such Additional
Grantor of a Security Agreement Supplement, such Additional Grantor shall deliver a supplement to
the Perfection Certificate attaching supplemental Schedules 1 through 18 to the Perfection
Certificate and each reference in this Agreement and in the other Loan Documents to the Perfection
Certificate shall mean and be a reference to the Perfection Certificate as supplemented thereby.



 - 24 -









 







          Section 19. Notices, Etc. All notices and other communications provided for hereunder
shall be in writing (including telegraphic, telecopy or telex communication or facsimile
transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if to any
Grantor, addressed to it in care of the Specified U.S. Borrower at the Specified U.S. Borrower’s
address specified in Section 11.02 of the Credit Agreement and if to the Administrative
Agent, at its address specified in Section 11.02 of the Credit Agreement. All such notices
and other communications shall be deemed to be given or made at such time as shall be set forth in
Section 11.02 of the Credit Agreement.


          Section 20. Continuing Security Interest; Assignments under the Credit Agreement.
This Agreement shall create a continuing security interest in the Collateral and shall (a) remain
in full force and effect until the date (such date being the “Release Date”) of (i) the termination
of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent
indemnification obligations and (B) obligations and liabilities under Secured Cash Management
Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable
Cash Management Bank or Hedge Bank shall have been made) and (ii) the expiration or termination of
all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to
the Administrative Agent and the applicable L/C Issuer shall have been made), (b) be binding upon
each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of
the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective
successors, transferees and assigns. Without limiting the generality of the foregoing clause (c),
any Lender may assign or otherwise transfer all or any portion of its rights and obligations under
the Credit Agreement (including, without limitation, all or any portion of its Commitments, the
Loans owing to it and the Note or Notes, if any, held by it) to any other Person, and such other
Person shall thereupon become vested with all the benefits in respect thereof granted to such
Lender herein or otherwise, in each case as provided in Section 11.06 of the Credit Agreement.


          Section 21. Release; Termination. (a) Upon any sale, lease, transfer or other
disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the
terms of the Loan Documents, or upon the effectiveness of any consent to the release of the
security interest granted hereby in any Collateral pursuant to Section 11.01 of the Credit
Agreement, or upon the release of any Grantor from its obligations under the applicable Guaranty,
if any, in accordance with the terms of the Loan Documents, the Administrative Agent will, at such
Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall
reasonably request to evidence the release of such item of Collateral from the assignment and
security interest granted hereby; provided, however, that (i) at the time of such request and such
release no Default shall have occurred and be continuing and (ii) such Grantor shall have delivered
to the Administrative Agent, at least ten Business Days prior to the date of the proposed release
(or such shorter period as may be reasonably acceptable to the Administrative Agent), a written
request for release describing the item of Collateral and the terms of the sale, lease, transfer or
other disposition in reasonable detail, including, without limitation, the price thereof and any
expenses in connection therewith, together with a form of release for execution by the
Administrative Agent and a certificate of such Grantor to the effect that the transaction is in
compliance with the Loan Documents and as to such other matters as the Administrative Agent may
request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to
be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of
the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with
the instructions of, the Administrative Agent when and as required under Section 2.05 of the Credit
Agreement.


          (b) Upon the occurrence of the Release Date, the pledge and security interest granted hereby
shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any
such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and
deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such
termination.



 - 25 -









 







          Section 22. Execution in Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an executed counterpart of
a signature page to this Agreement, or of any amendment or waiver of any provision of this
Agreement or of any Security Agreement Supplement, by telecopier or in “pdf” or similar format by
electronic mail, shall be effective as delivery of an original executed counterpart thereof.


          Section 23. The Mortgages. In the event that any of the Collateral hereunder is also
subject to a valid and enforceable Lien under the terms of any Mortgage and the terms of such
Mortgage are inconsistent with the terms of this Agreement, then with respect to such Collateral,
the terms of such Mortgage shall be controlling in the case of fixtures and real estate leases,
letting and licenses of, and contracts and agreements relating to the lease of, real property, and
the terms of this Agreement shall be controlling in the case of all other Collateral.


          Section 24. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.


          Section 25. Intercreditor Agreement Prevails. Reference is made to the Lien
Subordination and Intercreditor Agreement dated as of December 17, 2009, among Bank of America,
N.A., as collateral agent thereunder for the Revolving Facility Secured Parties (as defined in the
Intercreditor Agreement) referred to therein; U.S. Bank National Association, as Trustee and as
Noteholder Collateral Agent (as defined in the Intercreditor Agreement); Nortek, Inc.; and the
other Subsidiaries of Nortek, Inc. named therein (the “Intercreditor Agreement”). Notwithstanding
any other provision contained herein, this Agreement, the Liens created hereby and the rights,
remedies, duties and obligations provided for herein are subject in all respects to the provisions
of the Intercreditor Agreement and, to the extent provided therein, the applicable Senior Secured
Obligations Security Documents (as defined in the Intercreditor Agreement). In the event of any
conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement,
the provisions of the Intercreditor Agreement shall control.



[Remainder of Page Intentionally Blank]




 - 26 -











 





          IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written.




	 	 	 	 	 
	 	NORTEK, INC.

 	 
	 	By:  	/s/ Edward J. Cooney
 	 
	 	 	Name:  	Edward J. Cooney 	 
	 	 	Title:  	Vice President and Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AIGIS MECHTRONICS, INC.

BROAN-MEXICO HOLDINGS, INC.

BROAN-NUTONE LLC

BROAN-NUTONE STORAGE SOLUTIONS LP

CES GROUP, INC.

CES INTERNATIONAL LTD.

CLEANPAK INTERNATIONAL, INC.

ELAN HOME SYSTEMS, L.L.C.

GEFEN, INC.

GOVERNAIR CORPORATION

GTO, INC.

HC INSTALLATIONS, INC.

HUNTAIR, INC.

INTERNATIONAL ELECTRONICS LLC

LINEAR H.K. LLC

LINEAR LLC

LITE TOUCH, INC.

MAGENTA RESEARCH LTD.

MAMMOTH-WEBCO, INC.

NILES AUDIO CORPORATION

NORDYNE INC.

NORDYNE INTERNATIONAL, INC.

NORTEK INTERNATIONAL, INC.

NUTONE LLC

OMNIMOUNT SYSTEMS, INC.

OPERATOR SPECIALTY COMPANY, INC.

PACIFIC ZEPHYR RANGE HOOD, INC.

PANAMAX INC.

RANGAIRE GP, INC.

RANGAIRE LP, INC.

SECURE WIRELESS, INC.

SPEAKERCRAFT, INC.

TEMTROL, INC.

XANTECH CORPORATION

ZEPHYR CORPORATION

 	 
	 	By:  	             /s/ Edward J. Cooney
 	 
	 	 	Name:  	Edward J. Cooney 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	(of entity listed or as an officer of the managing
member,
sole member or general partner)

 	 
	 	 	 
	 	 	 
	 	 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Robert Anchundia
 	 
	 	 	Name:  	Robert Anchundia 	 
	 	 	Title:  	Vice President 	 



3









 






	 	 	 	 	 



Exhibit A to the

Security Agreement




FORM OF SECURITY AGREEMENT SUPPLEMENT




[Date of Security Agreement Supplement]




Bank of America, N.A., as the Administrative Agent for

the Secured Parties referred to in the

Credit Agreement referred to below

                    

                    

Attn:                     




[Name of Borrower]



Ladies and Gentlemen:




          Reference is made to (i) the Credit Agreement, dated as of December 17, 2009 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Nortek, Inc., a Delaware corporation (the “Specified U.S. Borrower”), the other
Loan Parties party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative
Agent for the Lenders (“Administrative Agent”), and (ii) the Security Agreement, dated as of
December 17, 2009 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Security Agreement”), made by the Grantors from time to time party thereto
in favor of the Administrative Agent for the Secured Parties. Terms defined in the Security
Agreement and not otherwise defined herein are used herein as defined in the Security Agreement.




          SECTION 1. Grant of Security. Subject to Section 1 of the Security Agreement, the
undersigned hereby grants to the Administrative Agent, for the ratable benefit of the Secured
Parties, a security interest in all of its right, title and interest in and to the following, in
each case whether now owned or hereafter acquired by the undersigned, wherever located and whether
now or hereafter existing or arising (collectively, the undersigned’s “Collateral”): all Equipment,
Inventory, Accounts, cash and Cash Equivalents, Chattel Paper, Deposit Accounts, Documents,
Equipment, Farm Products, Fixtures, General Intangibles, Goods, Instruments, Inventory,
Letter-of-Credit Rights, Related Contracts, Security Collateral, Receivables, Agreement Collateral,
Intellectual Property Collateral, Commercial Tort Claims, all books and records (including, without
limitation, customer lists, credit files, printouts and other computer output materials and
records) of the undersigned pertaining to any of the undersigned’s Collateral, all other tangible
and intangible personal property of whatever nature whether or not covered by Article 9 of the UCC,
and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and
payable with respect to, and supporting obligations relating to, any and all of the undersigned’s
Collateral (including, without limitation, proceeds, collateral and supporting obligations that
constitute property of the types described in this Section 1) and, to the extent not otherwise
included, all payments under insurance (whether or not the Administrative Agent is the loss payee
thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral.




          SECTION 2. Security for Obligations. The grant of a security interest in, the
Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement
secures the






 









 







payment of all Secured Obligations of the undersigned now or hereafter existing under or in
respect of the Loan Documents. Without limiting the generality of the foregoing, this Security
Agreement Supplement and the Security Agreement secures the payment of all amounts that constitute
part of the Secured Obligations and that would be owed by the undersigned to any Secured Party
under the Loan Documents but for the fact that such Secured Obligations are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a
Loan Party.




          SECTION 3. Perfection Certificate. The undersigned has delivered concurrently
herewith a supplement to the Perfection Certificate attaching supplemental schedules 1 through 18
to the Perfection Certificate. Such supplemental Perfection Certificate has been duly prepared,
completed and executed by the undersigned and the information set forth therein, including the
exact legal name of the undersigned, is true, accurate and complete.




          SECTION 3. Representations and Warranties. The undersigned hereby makes each
representation and warranty set forth in Section 8 of the Security Agreement with respect to itself
and the Collateral granted by it.




          SECTION 4. Obligations Under the Security Agreement. The undersigned hereby agrees,
as of the date first above written, to be bound as a Grantor by all of the terms and provisions of
the Security Agreement to the same extent as each of the other Grantors. The undersigned further
agrees, as of the date first above written, that each reference in the Security Agreement to an
“Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned, that
each reference to the “Collateral” or any part thereof shall also mean and be a reference to the
undersigned’s Collateral or part thereof, as the case may be, and that each reference in the
Security Agreement to a Schedule shall also mean and be a reference to the schedules attached
hereto.




          SECTION 5. Governing Law. This Security Agreement Supplement shall be governed by,
and construed in accordance with, the laws of the State of New York.




          SECTION 6. Intercreditor Agreement Prevails. Reference is made to the Lien
Subordination and Intercreditor Agreement dated as of December 17, 2009, among Bank of America,
N.A., as collateral agent thereunder for the Revolving Facility Secured Parties (as defined in the
Intercreditor Agreement) referred to therein; U.S. Bank National Association, as Trustee and as
Noteholder Collateral Agent (as defined in the Intercreditor Agreement); Nortek, Inc.; and the
other subsidiaries of Nortek, Inc. named therein (the “Intercreditor Agreement”). Notwithstanding
any other provision contained herein, this Agreement, the Liens created hereby and the rights,
remedies, duties and obligations provided for herein are subject in all respects to the provisions
of the Intercreditor Agreement and, to the extent provided therein, the applicable Senior Secured
Obligations Security Documents (as defined in the Intercreditor Agreement). In the event of any
conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement,
the provisions of the Intercreditor Agreement shall control.




	 	 	 	 	 
	 	Very truly yours,
 	 



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	 	[NAME OF ADDITIONAL GRANTOR]

 	 
	 	By  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	Address for Notices:
	 
	 	 	 
	 	 	 
	 	 	 



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Exhibit B to the

Security Agreement




FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT




          This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated December
17, 2009, is made by the Persons listed on the signature pages hereof (collectively, the
“Grantors”) in favor of Bank of America, N.A., as Administrative Agent (the “Administrative Agent”)
for the Secured Parties (as defined in the Credit Agreement referred to below).




          WHEREAS Nortek, Inc., a Delaware corporation (the “Specified U.S. Borrower”) and the other
Loan Parties party thereto have entered into a Credit Agreement dated as of December 17, 2009 (as
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), with Bank of America, N.A., as Administrative Agent, and the Lenders party
thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as
defined in the Credit Agreement.




          WHEREAS, as a condition precedent to the making of Loans by the Lenders and the issuance of
Letters of Credit by the L/C Issuers under the Credit Agreement and the entry into Secured Hedge
Agreements by the Hedge Banks and the entry into Secured Cash Management Agreements by the Cash
Management Banks from time to time, each Grantor has executed and delivered that certain Security
Agreement dated December 17, 2009 made by the Grantors to the Administrative Agent (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Security
Agreement”).




          WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the
Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, among
other property, certain intellectual property of the Grantors, and have agreed as a condition
thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark
Office, the United States Copyright Office and other governmental authorities.




          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Grantor agrees as follows:




          SECTION 1. Grant of Security. Subject to Section 1 of the Security Agreement, each
Grantor hereby grants to the Administrative Agent for the ratable benefit of the Secured Parties a
security interest in all of such Grantor’s right, title and interest in and to the following (the
“Collateral”):





	 	(a)	 	the patents and patent applications set forth in Schedule A hereto (the
“Patents”);
	 
	 	(b)	 	the trademark and service mark registrations and applications set forth in
Schedule B hereto (provided that no security interest shall be granted in United States
intent-to-use trademark applications to the extent that, and solely during the period
in which, the grant of a security interest therein would impair the validity or
enforceability of such intent-to-use trademark applications under applicable federal
law), together with the goodwill symbolized thereby (the “Trademarks”);
	 
	 	(c)	 	all copyrights, whether registered or unregistered, now owned or hereafter
acquired by such Grantor, including, without limitation, the copyright registrations
and applications and exclusive copyright licenses set forth in Schedule C hereto (the
“Copyrights”);




 









 












	 	(d)	 	all reissues, divisions, continuations, continuations-in-part, extensions,
renewals and reexaminations of any of the foregoing, all rights in the foregoing
provided by international treaties or conventions, all rights corresponding thereto
throughout the world and all other rights of any kind whatsoever of such Grantor
accruing thereunder or pertaining thereto;
	 
	 	(e)	 	any and all claims for damages and injunctive relief for past, present and
future infringement, dilution, misappropriation, violation, misuse or breach with
respect to any of the foregoing, with the right, but not the obligation, to sue for and
collect, or otherwise recover, such damages; and
	 
	 	(f)	 	any and all proceeds of, collateral for, income, royalties and other payments
now or hereafter due and payable with respect to, and supporting obligations relating
to, any and all of the Collateral of or arising from any of the foregoing.





                    SECTION 2. Security for Obligations. The grant of a security interest in, the
Collateral by each Grantor under this IP Security Agreement secures the payment of all Secured
Obligations of such Grantor now or hereafter existing under or in respect of the Loan Documents.
Without limiting the generality of the foregoing, this IP Security Agreement secures, as to each
Grantor, the payment of all amounts that constitute part of the Secured Obligations and that would
be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that such
Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving a Loan Party.




                    SECTION 3. Recordation. Each Grantor authorizes and requests that the Register of
Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other
applicable government officer record this IP Security Agreement.




                    SECTION 4. Execution in Counterparts. This IP Security Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be an original and
all of which taken together shall constitute one and the same agreement.




                    SECTION 5. Grants, Rights and Remedies. This IP Security Agreement has been entered
into in conjunction with the provisions of the Security Agreement. Each Grantor does hereby
acknowledge and confirm that the grant of the security interest hereunder to, and the rights and
remedies of, the Administrative Agent with respect to the Collateral are more fully set forth in
the Security Agreement, the terms and provisions of which are incorporated herein by reference as
if fully set forth herein.




                    SECTION 6. Governing Law. This IP Security Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.




                    SECTION 7. Intercreditor Agreement Prevails. Reference is made to the Lien
Subordination and Intercreditor Agreement dated as of December 17, 2009, among Bank of America,
N.A., as collateral agent thereunder for the Revolving Facility Secured Parties (as defined in the
Intercreditor Agreement) referred to therein; U.S. Bank National Association, as Trustee and as
Noteholder Collateral Agent (as defined in the Intercreditor Agreement); Nortek, Inc.; and the
other subsidiaries of Nortek, Inc. named therein (the “Intercreditor Agreement”). Notwithstanding
any other provision contained herein, this Agreement, the Liens created hereby and the rights,
remedies, duties and obligations provided for herein are subject in all respects to the provisions
of the Intercreditor Agreement and, to the extent provided therein, the applicable Senior Secured
Obligations Security Documents (as defined in the Intercreditor Agreement). In the event of any






2









 







conflict or inconsistency between the provisions of this Agreement and the Intercreditor
Agreement, the provisions of the Intercreditor Agreement shall control.




[Remainder of Page Intentionally Blank]






3









 








          IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written.




	 	 	 	 	 
	 	[NAME OF BORROWER]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF GRANTOR]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF GRANTOR]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



4









 






	 	 	 	 	 



Exhibit C to the

Security Agreement




FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT




          This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this “IP Security Agreement
Supplement”) dated
                    , 200 _, is made by the Person listed on the signature page hereof (the
“Grantor”) in favor of Bank of America, N.A., as administrative agent (the “Administrative Agent”)
for the Secured Parties (as defined in the Credit Agreement referred to below).




          WHEREAS Nortek, Inc., a Delaware corporation (the “Specified U.S. Borrower”) and the other
Loan Parties party thereto have entered into a Credit Agreement dated as of December 17, 2009 (as
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), with Bank of America, N.A., as Administrative Agent, and the Lenders party
thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as
defined in the Credit Agreement.




          WHEREAS, pursuant to the Credit Agreement, the Grantor and certain other Persons have executed
and delivered that certain Security Agreement dated December 17, 2009 made by the Grantor and such
other Persons to the Administrative Agent (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement”) and that certain Intellectual
Property Security Agreement dated December 17, 2009 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “IP Security Agreement”).




          WHEREAS, under the terms of the Security Agreement, the Grantor has granted to the
Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in the
Collateral (as defined in Section 1 below) of the Grantor and has agreed as a condition thereof to
execute this IP Security Agreement Supplement for recording with the U.S. Patent and Trademark
Office, the United States Copyright Office and other governmental authorities.




          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Grantor agrees as follows:




          SECTION 1. Grant of Security. Subject to Section 1 of the Security Agreement, each
Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties,
a security interest in all of such Grantor’s right, title and interest in and to the following (the
“Collateral”):





	 	(a)	 	the patents and patent applications set forth in Schedule A hereto (the
“Patents”);
	 
	 	(b)	 	the trademark and service mark registrations and applications set forth in
Schedule B hereto (provided that no security interest shall be granted in United States
intent-to-use trademark applications to the extent that, and solely during the period
in which, the grant of a security interest therein would impair the validity or
enforceability of such intent-to-use trademark applications under applicable federal
law), together with the goodwill symbolized thereby (the “Trademarks”);
	 
	 	(c)	 	all copyrights, whether registered or unregistered, now owned or hereafter
acquired by such Grantor, including, without limitation, the copyright registrations
and applications and exclusive copyright licenses set forth in Schedule C hereto (the
“Copyrights”);




 









 












	 	(d)	 	all reissues, divisions, continuations, continuations-in-part, extensions,
renewals and reexaminations of any of the foregoing, all rights in the foregoing
provided by international treaties or conventions, all rights corresponding thereto
throughout the world and all other rights of any kind whatsoever of such Grantor
accruing thereunder or pertaining thereto;
	 
	 	(e)	 	any and all claims for damages and injunctive relief for past, present and
future infringement, dilution, misappropriation, violation, misuse or breach with
respect to any of the foregoing, with the right, but not the obligation, to sue for and
collect, or otherwise recover, such damages; and
	 
	 	(f)	 	any and all proceeds of, collateral for, income, royalties and other payments
now or hereafter due and payable with respect to, and supporting obligations relating
to, any and all of the Collateral of or arising from any of the foregoing.





                    SECTION 2. Security for Obligations. The grant of a security interest in the
Additional Collateral by the Grantor under this IP Security Agreement Supplement secures the
payment of all Secured Obligations of the Grantor now or hereafter existing under or in respect of
the Loan Documents.




                    SECTION 3. Recordation. The Grantor authorizes and requests that the Register of
Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other
applicable government officer record this IP Security Agreement Supplement.




                    SECTION 4. Grants, Rights and Remedies. This IP Security Agreement Supplement has
been entered into in conjunction with the provisions of the Security Agreement. The Grantor does
hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights
and remedies of, the Administrative Agent with respect to the Additional Collateral are more fully
set forth in the Security Agreement, the terms and provisions of which are incorporated herein by
reference as if fully set forth herein.




                    SECTION 5. Governing Law. This IP Security Agreement Supplement shall be governed
by, and construed in accordance with, the laws of the State of New York.




                    SECTION 6. Intercreditor Agreement Prevails. Reference is made to the Lien
Subordination and Intercreditor Agreement dated as of December 17, 2009, among Bank of America,
N.A., as collateral agent thereunder for the Revolving Facility Secured Parties (as defined in the
Intercreditor Agreement) referred to therein; U.S. Bank National Association, as Trustee and as
Noteholder Collateral Agent (as defined in the Intercreditor Agreement); Nortek, Inc.; and the
other subsidiaries of Nortek, Inc. named therein (the “Intercreditor Agreement”). Notwithstanding
any other provision contained herein, this Agreement, the Liens created hereby and the rights,
remedies, duties and obligations provided for herein are subject in all respects to the provisions
of the Intercreditor Agreement and, to the extent provided therein, the applicable Senior Secured
Obligations Security Documents (as defined in the Intercreditor Agreement). In the event of any
conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement,
the provisions of the Intercreditor Agreement shall control.




[Remainder of Page Intentionally Blank]







2









 







IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly
executed and delivered by its officer thereunto duly authorized as of the date first above written.




	 	 	 	 	 
	 	 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices:
	 
	 	 	 
	 	 	 
	 	 	 
	 




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