Unassociated Document


    


    EXHIBIT
      10.2

    


    
      

      

    

     

    
      COLLATERAL
        AGREEMENT

       

      dated
        as
        of

       

      December
        21, 2005,

       

      between

       

      THE
        DRESS
        BARN, INC.

       

      and

       

      JPMORGAN
        CHASE BANK, N.A.,

       

      as
        Collateral Agent

       

      
        

        

      

    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

        
        

      

       

      

        TABLE
          OF
          CONTENTS

        
 

      

    

    
      	
              ARTICLE
                I

               

            	 
	
              Definitions

               

            	 
	
              SECTION
                1.01. Credit Agreement

               

            	
              1

               

            
	
              SECTION
                1.02. Other Defined Terms

               

            	
              1

               

            
	
              ARTICLE
                II

               

            	 
	
              Pledge
                of Securities

               

            	 
	
              SECTION
                2.01. Pledge

               

            	
              5

               

            
	
              SECTION
                2.02. Delivery of the Pledged Collateral

               

            	
              6

               

            
	
              SECTION
                2.03. Representations, Warranties and Covenants

               

            	
              6

               

            
	
              SECTION
                2.04. Certification of Limited Liability Company and Limited Partnership
                Interests

               

            	
              8

               

            
	
              SECTION
                2.05. Registration in Nominee Name; Denominations

               

            	
              8

               

            
	
              SECTION
                2.06. Voting Rights; Dividends and Interest

               

            	
              8

               

            
	
              ARTICLE
                III

               

            	 
	
              Security
                Interests in Personal Property

               

            	 
	
              SECTION
                3.01. Security Interest

               

            	
              10

               

            
	
              SECTION
                3.02. Representations and Warranties

               

            	
              12

               

            
	
              SECTION
                3.03. Covenants

               

            	
              13

               

            
	
              SECTION
                3.04. Other Actions

               

            	
              17

               

            
	
              SECTION
                3.05. Covenants Regarding Patent, Trademark and Copyright
                Collateral

               

            	
              19

               

            
	
              SECTION
                3.06. Breakage Prepayment Accounts

               

            	
              20

               

            


       

       

      
        
           

        

        
          i

          
            

          

        

        
           

        

      

      
        	
                ARTICLE
                  IV

                 

              	 
	
                Remedies

                 

              	 
	
                SECTION
                  4.01. Remedies Upon Default

                 

              	
                21

                 

              
	
                SECTION
                  4.02. Application of Proceeds

                 

              	
                22

                 

              
	
                SECTION
                  4.03. Grant of License to Use Intellectual Property

                 

              	
                23

                 

              
	
                SECTION
                  4.04. Securities Act

                 

              	
                23

                 

              
	
                SECTION
                  4.05. Registration

                 

              	
                24

                 

              
	
                ARTICLE
                  V

                 

              	 
	
                Miscellaneous

                 

              	 
	
                SECTION
                  5.01. Notices

                 

              	
                24

                 

              
	
                SECTION
                  5.02. Waivers; Amendment

                 

              	
                24

                 

              
	
                SECTION
                  5.03. Collateral Agent’s Fees and Expenses; Indemnification

                 

              	
                25

                 

              
	
                SECTION
                  5.04. Successors and Assigns

                 

              	
                26

                 

              
	
                SECTION
                  5.05. Survival of Agreement

                 

              	
                26

                 

              
	
                SECTION
                  5.06. Counterparts; Effectiveness

                 

              	
                26

                 

              
	
                SECTION
                  5.07. Severability

                 

              	
                26

                 

              
	
                SECTION
                  5.08. Right of Set-Off

                 

              	
                26

                 

              
	
                SECTION
                  5.09. Governing Law; Jurisdiction; Consent to Service of
                  Process

                 

              	
                27

                 

              
	
                SECTION
                  5.10. WAIVER OF JURY TRIAL

                 

              	
                27

                 

              
	
                SECTION
                  5.11. Headings

                 

              	
                28

                 

              
	
                SECTION
                  5.12. Security Interest Absolute

                 

              	
                28

                 

              
	
                SECTION
                  5.13. Termination or Release

                 

              	
                28

                 

              
	
                SECTION
                  5.14. Collateral Agent Appointed Attorney-in-Fact

                 

              	
                29

                 

              
	
                SECTION
                  5.15. Guarantee of Cash Management Obligations

                 

              	
                29

                 

              


      

    

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

    

      SCHEDULES:

       

      
        	
                Schedule
                  I

              	
                Pledged
                  Stock; Debt Securities

              
	
                Schedule
                  II

              	
                Intellectual
                  Property

              
	
                Schedule
                  III

                 

              	
                Insurance
                  Requirements

                 

              


      

      EXHIBITS:

       

      
        	
                Exhibit
                  I

              	
                Form
                  of Perfection Certificate

              


      

    

    



    
      
         

      

      
        iii

        
          

        

      

      
         

      

       

    

    COLLATERAL
      AGREEMENT (this “Agreement”),
      dated
      as of December 21, 2005, between THE DRESS BARN, INC., a Connecticut
      corporation, and JPMORGAN CHASE BANK, N.A. (“JPMCB”),
      as
      Collateral Agent (in such capacity, the “Collateral
      Agent”).

     

    Reference
      is made to the Credit Agreement dated as of December 21, 2005 (as amended,
      supplemented or otherwise modified from time to time, the “Credit
      Agreement”),
      among
      The Dress Barn, Inc. (the “Borrower”),
      the
      Lenders party thereto and JPMCB, as Administrative Agent. The Lenders have
      agreed to extend credit to the Borrower subject to the terms and conditions
      set
      forth in the Credit Agreement. The obligations of the Lenders to extend such
      credit are conditioned upon, among other things, the execution and delivery
      of
      this Agreement. Accordingly, the parties hereto agree as follows:

     

    ARTICLE
      I

     

    Definitions

     

    SECTION
      1.01.   Credit
      Agreement. (a)
      Capitalized
      terms used in this Agreement and not otherwise defined herein have the meanings
      specified in the Credit Agreement. All terms defined in the New York UCC (as
      defined herein) and not defined in this Agreement have the meanings specified
      therein. The term “instrument” shall have the meaning specified in
      Article 9 of the New York UCC.

     

    (b)
        The
      rules
      of construction specified in Section 1.03 of the Credit Agreement also apply
      to
      this Agreement.

     

    SECTION
      1.02.   Other
      Defined Terms.
      As used
      in this Agreement, the following terms have the meanings specified
      below:

     

    “Account
      Debtor”
      means
      any Person who is or who may become obligated to the Borrower under, with
      respect to or on account of an account.

     

    “Article 9
      Collateral”
      has the
      meaning assigned to such term in Section 3.01.

     

    “Cash
      Management Obligations”
      means
      the due and punctual payment and performance of all obligations, if any, in
      respect of overdrafts and related liabilities owed by the Borrower or any
      Subsidiary to the Administrative Agent (in its individual capacity) or any
      of
      its Affiliates and arising from treasury, depositary and cash management
      services.

     

    “Collateral”
      means
      Article 9 Collateral and Pledged Collateral.

     

    “Copyright
      License”
      means
      any written agreement, now or hereafter in effect, granting any right to any
      third party under any copyright now or hereafter owned by the Borrower or that
      the Borrower otherwise has the right to license, or granting any right to the
      Borrower under any copyright now or hereafter owned by any third party, and
      all
      rights of the Borrower under any such agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    “Copyrights”
      means
      all of the following now owned or hereafter acquired by the Borrower:
      (a) all copyright rights in any work subject to the copyright laws of
      the
      United States or any other country, whether as author, assignee, transferee
      or
      otherwise, and (b) all registrations and applications for registration
      of
      any such copyright in the United States or any other country, including
      registrations, recordings, supplemental registrations and pending applications
      for registration in the United States Copyright Office, including those listed
      on Schedule II.

     

    “Credit
      Agreement”
      has the
      meaning assigned to such term in the preliminary statement of this
      Agreement.

     

    “Designated
      Line of Credit”
      means
      any line of credit established for the issuance of letters of credit (other
      than
      Existing Letters of Credit or Letters of Credit issued under the Credit
      Agreement) for the Borrower’s own account or, so long as the Borrower is a joint
      and several co-applicant with respect thereto, for the accounts of any of its
      Subsidiaries, that (i) is in effect on the Effective Date and the issuer under
      which is a Lender or an Affiliate of a Lender as of the Effective Date or (ii)
      is established after the Effective Date and the issuer under which is a Lender
      or an Affiliate of a Lender at the time such line of credit is established,
      and
      that in either case has been designated in a written notice to the Collateral
      Agent from the Borrower as a Designated Line of Credit (any such notice to
      be
      irrevocable unless the Lender or Affiliate establishing such line of credit
      shall consent to any revocation by written notice to the Collateral Agent);
      provided
      that no
      line of credit shall be designated as, or shall be, a Designated Line of Credit
      to the extent that immediately after giving effect to the designation thereof
      the aggregate of the face amounts of the letters of credit outstanding and
      the
      amounts available for the issuance of letters of credit under all Designated
      Lines of Credit would exceed $50,000,000; provided
      further
      that if
      at any time the aggregate of the face amounts of the letters of credit
      outstanding and the amounts available for the issuance of letters of credit
      under any Designated Line of Credit shall increase (as a result of an amendment,
      modification or otherwise), such line of credit shall only constitute a
      Designated Line of Credit to the extent of (A) the amount thereof immediately
      prior to such increase and (B) any additional amount thereof that shall be
      designated by the Borrower at or after the time of such increase as a Designated
      Line of Credit and that would be permitted to be so designated under the first
      proviso in this definition if it were a separate and distinct line of
      credit.

     

    “Designated
      Line of Credit Obligations”
      means
      all obligations of the Borrower under or in connection with any Designated
      Line
      of Credit, including the due and punctual payment of (i) the reimbursement
      obligations with respect to, and interest on (including interest accruing during
      the pendency of any bankruptcy, insolvency, receivership or other similar
      proceeding, regardless of whether allowed or allowable in such proceeding),
      all
      disbursements made by the applicable issuer in respect of any letter of credit
      issued pursuant to the documentation governing any such Designated Line of
      Credit, when and as due, whether at maturity, by acceleration or otherwise
      and
      (ii) all other monetary obligations (including any obligations to cash
      collateralize any such obligations) under the documentation governing any such
      Designated Line of Credit.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    “Federal
      Securities Laws”
      has the
      meaning assigned to such term in Section 4.04.

     

    “General
      Intangibles”
      means
      all “General Intangibles” as defined in the New York UCC, including all choses
      in action and causes of action and all other intangible personal property of
      every kind and nature (other than accounts) now owned or hereafter acquired
      by
      the Borrower, including all rights and interests in partnerships, limited
      partnerships, limited liability companies and other unincorporated entities,
      corporate or other business records, indemnification claims, contract rights
      (including rights under leases, whether entered into as lessor or lessee,
      Hedging Agreements and other agreements), Intellectual Property, goodwill,
      registrations, franchises, tax refund claims and any letter of credit,
      guarantee, claim, security interest or other security held by or granted to
      the
      Borrower to secure payment by an Account Debtor of any of the
      accounts.

     

    “Intellectual
      Property”
      means
      all intellectual and similar property of every kind and nature now owned or
      hereafter acquired by the Borrower, including inventions, designs, Patents,
      Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary
      technical and business information, know-how, show-how or other data or
      information, software and databases and all embodiments or fixations thereof
      and
      related documentation, registrations and franchises, and all additions,
      improvements and accessions to, and books and records describing or used in
      connection with, any of the foregoing.

     

    “License”
      means
      any Patent License, Trademark License, Copyright License or other license or
      sublicense agreement to which the Borrower is a party, including those listed
      on
      Schedule II.

     

    “Loan
      Document Obligations”
      means
      (a) the due and punctual payment by the Borrower of (i) the principal of and
      interest (including interest accruing during the pendency of any bankruptcy,
      insolvency, receivership or other similar proceeding, regardless of whether
      allowed or allowable in such proceeding) on the Loans, when and as due, whether
      at maturity, by acceleration, upon one or more dates set for prepayment or
      otherwise, (ii) each payment required to be made by the Borrower under the
      Credit Agreement in respect of any Letter of Credit, when and as due, including
      payments in respect of reimbursement of disbursements, interest thereon and
      obligations to provide cash collateral and (iii) all other monetary obligations
      of the Borrower to any of the Secured Parties under the Credit Agreement and
      each of the other Loan Documents, including obligations to pay fees, expense
      reimbursement obligations and indemnification obligations, whether primary,
      secondary, direct, contingent, fixed or otherwise (including monetary
      obligations incurred during the pendency of any bankruptcy, insolvency,
      receivership or other similar proceeding, regardless of whether allowed or
      allowable in such proceeding) and (b) the due and punctual performance of all
      other obligations of the Borrower under or pursuant to the Credit Agreement
      and
      each of the other Loan Documents.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

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

     

    “Obligations”
      means
      (a) Loan Document Obligations, (b) the due and punctual payment
      and
      performance of all obligations of the Borrower or any Subsidiary under each
      Hedging Agreement that (i) is in effect on the Effective Date with a
      counterparty that is a Lender or an Affiliate of a Lender as of the Effective
      Date or (ii) is entered into after the Effective Date with any counterparty
      that
      is a Lender or an Affiliate of a Lender at the time such Hedging Agreement
      is
      entered into, (c) all Cash Management Obligations and (d) all Designated Line
      of
      Credit Obligations.

     

    “Patent
      License”
      means
      any written agreement, now or hereafter in effect, granting to any third party
      any right to make, use or sell any invention on which a patent, now or hereafter
      owned by the Borrower or that the Borrower otherwise has the right to license,
      is in existence, or granting to the Borrower any right to make, use or sell
      any
      invention on which a patent, now or hereafter owned by any third party, is
      in
      existence, and all rights of the Borrower under any such agreement.

     

    “Patents”
      means
      all of the following now owned or hereafter acquired by the Borrower:
      (a) all letters patent of the United States or the equivalent thereof
      in
      any other country, all registrations and recordings thereof, and all
      applications for letters patent of the United States or the equivalent thereof
      in any other country, including registrations, recordings and pending
      applications in the United States Patent and Trademark Office or any similar
      offices in any other country, including those listed on Schedule II
      and
      (b) all reissues, continuations, divisions, continuations-in-part, renewals
      or extensions thereof, and the inventions disclosed or claimed therein,
      including the right to make, use and/or sell the inventions disclosed or claimed
      therein.

     

    “Perfection
      Certificate”
      means a
      certificate substantially in the form of Exhibit II, completed and
      supplemented with the schedules and attachments contemplated thereby, and duly
      executed by a Financial Officer and the chief legal officer of the
      Borrower.

     

    “Pledged
      Collateral”
      has the
      meaning assigned to such term in Section 2.01.

     

    “Pledged
      Debt Securities”
      has the
      meaning assigned to such term in Section 2.01.

     

    “Pledged
      Securities”
      means
      any promissory notes, stock certificates or other securities now or hereafter
      included in the Pledged Collateral, including all certificates, instruments
      or
      other documents representing or evidencing any Pledged Collateral.

     

    “Pledged
      Stock”
      has the
      meaning assigned to such term in Section 2.01.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    “Proceeds”
      has the
      meaning specified in Section 9-102 of the New York UCC.

     

    “Secured
      Parties”
      means
      (a) the Lenders, (b) the Administrative Agent, (c) the Collateral
      Agent, (d) any Issuing Bank, (e) each counterparty to any Hedging
      Agreement the obligations under which constitute Obligations, (f) each Person
      to
      which Cash Management Obligations or Designated Line of Credit Obligations
      are
      owed, (g) the beneficiaries of each indemnification obligation undertaken
      by the Borrower under any Loan Document and (h) the permitted successors
      and assigns of each of the foregoing.

     

    “Security
      Interest”
      has the
      meaning assigned to such term in Section 3.01. 

     

    “Trademark
      License”
      means
      any written agreement, now or hereafter in effect, granting to any third party
      any right to use any trademark now or hereafter owned by the Borrower or that
      the Borrower otherwise has the right to license, or granting to the Borrower
      any
      right to use any trademark now or hereafter owned by any third party, and all
      rights of the Borrower under any such agreement.

     

    “Trademarks”
      means
      all of the following now owned or hereafter acquired by the Borrower:
      (a) all trademarks, service marks, trade names, corporate names, company
      names, business names, fictitious business names, trade styles, trade dress,
      logos, other source or business identifiers, designs and general intangibles
      of
      like nature, now existing or hereafter adopted or acquired, all registrations
      and recordings thereof, and all registration and recording applications filed
      in
      connection therewith, including registrations and registration applications
      in
      the United States Patent and Trademark Office or any similar offices in any
      State of the United States or any other country or any political subdivision
      thereof, and all extensions or renewals thereof, including those listed on
      Schedule II, (b) all goodwill associated therewith or symbolized thereby
      and (c) all other assets, rights and interests that uniquely reflect or embody
      such goodwill.

     

    ARTICLE
      II 

    Pledge
      of Securities

     

    SECTION
      2.01.   Pledge.
      As
      security for the payment or performance, as the case may be, in full of the
      Obligations, the Borrower hereby assigns and pledges to the Collateral Agent,
      its successors and assigns, for the ratable benefit of the Secured Parties,
      and
      hereby grants to the Collateral Agent, its successors and assigns, for the
      ratable benefit of the Secured Parties, a security interest in, all of the
      Borrower’s right, title and interest in, to and under (a) the shares of
      capital stock and other Equity Interests owned by it, including but not limited
      to those listed on Schedule I and any other Equity Interests obtained
      in
      the future by the Borrower and the certificates, if any, representing all such
      Equity Interests (the “Pledged
      Stock”);
      provided
      that the
      Pledged Stock shall not include (i) Equity Interests of the SPE or (ii) more
      than 65% of the issued and outstanding voting Equity Interests of any Foreign
      Subsidiary; (b)(i) the debt securities listed on Schedule I,
      (ii) any debt securities in the future issued to the Borrower and
      (iii) the promissory notes and any other instruments evidencing such
      debt
      securities (the “Pledged
      Debt Securities”);
      (c) all other property that may be delivered to and held by the Collateral
      Agent pursuant to the terms of this Section 2.01; (d) subject to
      Section 2.06, all payments of principal or interest, dividends, cash,
      instruments and other property from time to time received, receivable or
      otherwise distributed in respect of, in exchange for or upon the conversion
      of,
      and all other Proceeds received in respect of, the securities referred to in
      clauses (a) and (b) above; (e) subject to Section 2.06,
      all
      rights and privileges of the Borrower with respect to the securities and other
      property referred to in clauses (a), (b), (c) and (d) above; and
      (f) all Proceeds of any of the foregoing (the items referred to in clauses
      (a) through (f) above being collectively referred to as the “Pledged
      Collateral”).

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    TO
      HAVE
      AND TO HOLD the Pledged Collateral, together with all right, title, interest,
      powers, privileges and preferences pertaining or incidental thereto, unto the
      Collateral Agent, its successors and assigns, for the ratable benefit of the
      Secured Parties, forever; subject,
      however,
      to the
      terms, covenants and conditions hereinafter set forth (including Section
      5.13).

     

    SECTION
      2.02.   Delivery
      of the Pledged Collateral. (a)
      The
      Borrower agrees promptly to deliver or cause to be delivered to the Collateral
      Agent any and all certificated Pledged Securities.

     

    (b)
        The
      Borrower will cause any Indebtedness for borrowed money owed to it by any Person
      in an amount in excess of $250,000 to be evidenced by a duly executed promissory
      note that is pledged and delivered to the Collateral Agent pursuant to the
      terms
      hereof.

     

    (c)
        Upon
      delivery to the Collateral Agent, (i) any Pledged Securities shall be
      accompanied by stock powers duly executed in blank or other instruments of
      transfer reasonably satisfactory to the Collateral Agent and by such other
      instruments and documents as the Collateral Agent may reasonably request and
      (ii) all other property comprising part of the Pledged Collateral shall
      be
      accompanied by proper instruments of assignment duly executed by the Borrower
      and such other instruments or documents as the Collateral Agent may reasonably
      request. Each delivery of Pledged Securities shall be accompanied by a schedule
      describing the securities, which schedule shall be attached hereto as
      Schedule I and made a part hereof; provided
      that
      failure to attach any such schedule hereto shall not affect the validity of
      such
      pledge of such Pledged Securities. Each schedule so delivered shall supplement
      any prior schedules so delivered.

     

    SECTION
      2.03.   Representations,
      Warranties and Covenants.
      The
      Borrower represents, warrants and covenants to and with the Collateral Agent,
      for the benefit of the Secured Parties, that:

     

    (a)
        Schedule
      I correctly sets forth the percentage of the issued and outstanding units of
      each class of the Equity Interests of the issuer thereof represented by such
      Pledged Stock and includes all Equity Interests, debt securities and promissory
      notes required to be pledged hereunder in order to satisfy the Collateral
      Requirement;

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    (b)
        the
      Pledged Stock and Pledged Debt Securities have been duly and validly authorized
      and issued by the issuers thereof and (i) in the case of Pledged Stock, are
      fully paid and nonassessable, and (ii) in the case of Pledged Debt Securities,
      are legal, valid and binding obligations of the issuers thereof;

     

    (c)
        except
      for the security interests granted hereunder, the Borrower (i) is and,
      subject to any transfers made in compliance with the Credit Agreement, will
      continue to be the direct owner, beneficially and of record, of the Pledged
      Securities indicated on Schedule I, (ii) holds the same free and clear
      of
      all Liens, other than Liens created by this Agreement, Permitted Encumbrances
      and transfers made in compliance with the Credit Agreement, (iii) will
      make
      no assignment, pledge, hypothecation or transfer of, or create or permit to
      exist any security interest in or other Lien on, the Pledged Collateral, other
      than Liens created by this Agreement, Permitted Encumbrances and transfers
      made
      in compliance with the Credit Agreement and (iv) will defend its title
      or
      interest thereto or therein against any and all Liens (other than the Lien
      created by this Agreement and Permitted Encumbrances), however arising, of
      all
      Persons whomsoever;

     

    (d)
        except
      for restrictions and limitations imposed by the Loan Documents or securities
      laws generally, the Pledged Collateral is and will continue to be freely
      transferable and assignable, and none of the Pledged Collateral (other than
      Pledged Collateral representing less than all of the Equity Interests of a
      Person) is or will be subject to any option, right of first refusal,
      shareholders agreement, charter or by-law provisions or contractual restriction
      of any nature that might prohibit, impair, delay or otherwise affect the pledge
      of such Pledged Collateral hereunder, the sale or disposition thereof pursuant
      hereto or the exercise by the Collateral Agent of rights and remedies
      hereunder;

     

    (e)
        the
      Borrower has the requisite power and authority to pledge the Pledged Collateral
      pledged by it hereunder in the manner hereby done or contemplated;

     

    (f)
        no
      consent or approval of any Governmental Authority, any securities exchange
      or
      any other Person was or is necessary to the validity of the pledge of the
      Pledged Collateral effected hereby (other than such as have been obtained and
      are in full force and effect and except with respect to Pledged Collateral
      in
      the form of Equity Interests in joint ventures);

     

    (g)
        by
      virtue
      of the execution and delivery by the Borrower of this Agreement, when any
      Pledged Securities are delivered to the Collateral Agent in accordance with
      this
      Agreement, the Collateral Agent will obtain a legal, valid and perfected first
      priority lien upon and security interest in such Pledged Securities as security
      for the payment and performance of the Obligations; and

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    (h)
        the
      pledge effected hereby is effective to vest in the Collateral Agent, for the
      benefit of the Secured Parties, the rights of the Collateral Agent in the
      Pledged Collateral as set forth herein.

     

    SECTION
      2.04.   Certification
      of Limited Liability Company and Limited Partnership Interests.
      On the
      date hereof, no Equity Interest in any limited liability company or limited
      partnership controlled by the Borrower and pledged hereunder (the “Existing
      LLC/Partnership Interests”)
      is
      represented by a certificate. The Borrower agrees that (a) if any Existing
      LLC/Partnership Interest controlled by it shall become represented by a
      certificate, it shall cause such certificate to be promptly delivered to the
      Administrative Agent and shall cause the applicable limited liability company
      or
      partnership agreement to be amended so as to treat the Equity Interest
      represented by such certificate as a “security” within the meaning of Article 8
      of the UCC and to provide that such security shall be governed by Article 8
      of
      the UCC and (b) each interest in any limited liability company or partnership
      acquired by it after the date hereof shall be represented by a certificate
      (which shall be promptly delivered to the Administrative Agent after the
      Borrower’s acquisition thereof), shall be a “security” within the meaning of
      Article 8 of the UCC and shall be governed by Article 8 of the UCC.

     

    SECTION
      2.05.   Registration
      in Nominee Name; Denominations.
      The
      Collateral Agent, on behalf of the Secured Parties, shall hold the Pledged
      Securities in the name of the Borrower, endorsed or assigned in blank or in
      favor of the Collateral Agent, but following the occurrence and during the
      continuance of an Event of Default shall have the right (in its sole and
      absolute discretion) to hold the Pledged Securities in its own name as pledgee,
      or in the name of its nominee (as pledgee or as sub-agent). The Borrower will
      promptly give to the Collateral Agent copies of any material notices or other
      communications received by it with respect to Pledged Securities registered
      in
      the name of the Borrower. The Collateral Agent shall at all times have the
      right
      to exchange the certificates representing Pledged Securities for certificates
      of
      smaller or larger denominations for any reasonable purpose consistent with
      this
      Agreement.

     

    SECTION
      2.06.   Voting
      Rights; Dividends and Interest. (a)
      Unless
      and until an Event of Default shall have occurred and be continuing and the
      Collateral Agent shall have notified the Borrower that its rights under this
      Section 2.06 are being suspended (which notice shall be deemed to have been
      given immediately upon the occurrence of an Event of Default with respect to
      the
      Borrower under paragraph (h) or (i) of Article VII of the Credit
      Agreement):

     

    (i)   The
      Borrower shall be entitled to exercise any and all voting and/or other
      consensual rights and powers inuring to an owner of Pledged Securities or any
      part thereof for any purpose consistent with the terms of this Agreement, the
      Credit Agreement and the other Loan Documents; provided
      that
      such rights and powers shall not be exercised in any manner that could
      reasonably be expected to materially and adversely affect the rights inuring
      to
      a holder of any Pledged Securities or the rights and remedies of any of the
      Collateral Agent or the other Secured Parties under this Agreement or the Credit
      Agreement or any other Loan Document or the ability of the Secured Parties
      to
      exercise the same.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    (ii)   The
      Collateral Agent shall promptly execute and deliver to the Borrower, or cause
      to
      be executed and delivered to the Borrower, all such proxies, powers of attorney
      and other instruments as the Borrower may reasonably request for the purpose
      of
      enabling the Borrower to exercise the voting and/or consensual rights and powers
      it is entitled to exercise pursuant to subparagraph (i) above.

     

    (iii)   The
      Borrower shall be entitled to receive and retain any and all dividends,
      interest, principal and other distributions paid on or distributed in respect
      of
      the Pledged Securities to the extent and only to the extent that such dividends,
      interest, principal and other distributions are permitted by, and otherwise
      paid
      or distributed in accordance with, the terms and conditions of the Credit
      Agreement, the other Loan Documents and applicable laws; provided
      that any
      noncash dividends, interest, principal or other distributions that would
      constitute Pledged Stock or Pledged Debt Securities, whether resulting from
      a
      subdivision, combination or reclassification of the outstanding Equity Interests
      of the issuer of any Pledged Securities or received in exchange for Pledged
      Securities or any part thereof, or in redemption thereof, or as a result of
      any
      merger, consolidation, acquisition or other exchange of assets to which such
      issuer may be a party or otherwise, shall be and become part of the Pledged
      Collateral, and, if received by the Borrower, shall not be commingled by the
      Borrower with any of its other funds or property but shall be held separate
      and
      apart therefrom, shall be held in trust for the benefit of the Collateral Agent
      and shall be forthwith delivered to the Collateral Agent in the same form as
      so
      received (with any necessary endorsement).

     

    (b)
        Upon
      the
      occurrence and during the continuance of an Event of Default, after the
      Collateral Agent shall have notified (or shall be deemed to have notified)
      the
      Borrower of the suspension of its rights under paragraph (a)(iii) of this
      Section 2.06, then all rights of the Borrower to dividends, interest,
      principal or other distributions that the Borrower is authorized to receive
      pursuant to paragraph (a)(iii) of this Section 2.06 shall cease,
      and
      all such rights shall thereupon become vested in the Collateral Agent, which
      shall have the sole and exclusive right and authority to receive and retain
      such
      dividends, interest, principal or other distributions. All dividends, interest,
      principal or other distributions received by the Borrower contrary to the
      provisions of this Section 2.06 shall be held in trust for the benefit
      of
      the Collateral Agent, shall be segregated from other property or funds of the
      Borrower and shall be forthwith delivered to the Collateral Agent upon demand
      in
      the same form as so received (with any necessary endorsement). Any and all
      money
      and other property paid over to or received by the Collateral Agent pursuant
      to
      the provisions of this paragraph (b) shall be retained by the Collateral Agent
      in an account to be established by the Collateral Agent upon receipt of such
      money or other property and shall be applied in accordance with the provisions
      of Section 4.02. After all Events of Default have been cured or waived
      and
      the Borrower has delivered to the Collateral Agent a certificate to that effect,
      the Collateral Agent shall promptly repay to the Borrower (without interest)
      all
      dividends, interest, principal or other distributions that the Borrower would
      otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii)
      of
      this Section 2.06 and that remain in such account.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    (c)
        Upon
      the
      occurrence and during the continuance of an Event of Default, after the
      Collateral Agent shall have notified (or shall be deemed to have notified)
      the
      Borrower of the suspension of its rights under paragraph (a)(i) of this
      Section 2.06, then all rights of the Borrower to exercise the voting
      and
      consensual rights and powers it is entitled to exercise pursuant to
      paragraph (a)(i) of this Section 2.06, and the obligations of
      the
      Collateral Agent under paragraph (a)(ii) of this Section 2.06,
      shall
      cease, and all such rights shall thereupon become vested in the Collateral
      Agent, which shall have the sole and exclusive right and authority to exercise
      such voting and consensual rights and powers; provided
      that,
      unless otherwise directed by the Required Lenders, the Collateral Agent shall
      have the right from time to time following and during the continuance of an
      Event of Default to permit the Borrower to exercise such rights.

     

    (d)
        Any
      notice given by the Collateral Agent to the Borrower suspending the Borrower’s
      rights under paragraph (a) of this Section 2.06 (i) may be given
      by
      telephone if promptly confirmed in writing and (ii) may suspend the rights
      of
      the Borrower under paragraph (a)(i) or paragraph (a)(iii) in part without
      suspending all such rights (as specified by the Collateral Agent in its sole
      and
      absolute discretion) and without waiving or otherwise affecting the Collateral
      Agent’s rights to give additional notices from time to time suspending other
      rights so long as an Event of Default has occurred and is
      continuing.

     

    ARTICLE
      III

    Security
      Interests in Personal Property

     

    SECTION
      3.01.   Security
      Interest. (a)
      As
      security for the payment or performance, as the case may be, in full of the
      Obligations, the Borrower hereby assigns and pledges to the Collateral Agent,
      its successors and assigns, for the ratable benefit of the Secured Parties,
      and
      hereby grants to the Collateral Agent, its successors and assigns, for the
      ratable benefit of the Secured Parties, a security interest (the “Security
      Interest”)
      in,
      all right, title or interest in or to any and all of the following assets and
      properties now owned or at any time hereafter acquired by the Borrower or in
      which the Borrower now has or at any time in the future may acquire any right,
      title or interest (collectively, the “Article 9
      Collateral”):

     

    (i)  all
      accounts;

     

    (ii)  all
      chattel paper;

     

    (iii)  all
      cash
      and deposit accounts;

     

    (iv)  all
      documents;

     

    (v)  all
      equipment;

     

    (vi)  all
      General Intangibles;

     

    (vii)  all
      instruments;

     

    (viii)  all
      inventory;

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (ix)  all
      investment property;

     

    (x)  all
      letter-of-credit rights;

     

    (xi)  all
      commercial tort claims;

     

    (xii)  all
      books
      and records pertaining to the Article 9 Collateral; and

     

    (xiii)  to
      the
      extent not otherwise included, all Proceeds and products of any and all of
      the
      foregoing and all collateral security and guarantees given by any Person with
      respect to any of the foregoing.

     

    Notwithstanding
      the foregoing, the Article 9 Collateral shall not include any assets which
      contain a valid and enforceable prohibition on the creation of a security
      interest therein so long as such prohibition remains in effect and is valid
      notwithstanding Sections 9-406 and 9-408 of the applicable Uniform Commercial
      Code.

     

    (b)
        The
      Borrower hereby irrevocably authorizes the Collateral Agent at any time and
      from
      time to time to file in any relevant jurisdiction any initial financing
      statements (including fixture filings) with respect to the Article 9
      Collateral or any part thereof and amendments thereto that (i) indicate
      the
      Collateral as all assets of the Borrower or words of similar effect and
      (ii) contain the information required by Article 9 of the Uniform
      Commercial Code of each applicable jurisdiction for the filing of any financing
      statement or amendment, including (A) whether the Borrower is an organization,
      the type of organization and any organizational identification number issued
      to
      the Borrower and (B) in the case of a financing statement filed as a fixture
      filing, a sufficient description of the real property to which such
      Article 9 Collateral relates. The Borrower agrees to provide such
      information to the Collateral Agent promptly upon request.

     

    The
      Borrower also ratifies its authorization for the Collateral Agent to file in
      any
      relevant jurisdiction any initial financing statements or amendments thereto
      if
      filed prior to the date hereof.

     

    The
      Collateral Agent is further authorized to file with the United States Patent
      and
      Trademark Office or United States Copyright Office (or any successor office
      or
      any similar office in any other country) such documents as may be necessary
      or
      advisable for the purpose of perfecting, confirming, continuing, enforcing
      or
      protecting the Security Interest granted by the Borrower, without the signature
      of the Borrower, and naming the Borrower as debtor and the Collateral Agent
      as
      secured party.

     

    (c)
        The
      Security Interest is granted as security only and shall not subject the
      Collateral Agent or any other Secured Party to, or in any way alter or modify,
      any obligation or liability of the Borrower with respect to or arising out
      of
      the Article 9 Collateral.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    SECTION
      3.02.   Representations
      and Warranties.
      The
      Borrower represents and warrants to the Collateral Agent and the Secured
      Parties, subject to the last paragraph of this Section 3.02, that:

     

    (a)
        The
      Borrower has good and valid rights in and title to the Article 9 Collateral
      with respect to which it has purported to grant a Security Interest hereunder
      and has full power and authority to grant to the Collateral Agent the Security
      Interest in such Article 9 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.

     

    (b)
        The
      Perfection Certificate has been duly prepared, completed and executed and the
      information set forth therein, including the exact legal name of the Borrower
      and the jurisdiction of organization of the Borrower, is correct and complete
      in
      all material respects as of the Effective Date. Uniform Commercial Code
      financing statements (including fixture filings, as applicable) or other
      appropriate filings, recordings or registrations containing a description of
      the
      Article 9 Collateral prepared by the Collateral Agent based upon the information
      provided to the Collateral Agent in the Perfection Certificate for filing in
      each governmental, municipal or other office specified in Section 2
      of the
      Perfection Certificate (or specified by notice from the Borrower to the
      Collateral Agent after the Effective Date in the case of filings, recordings
      or
      registrations required by Section 5.03 or 5.13 of the Credit Agreement)
      are
      all the filings, recordings and registrations (other than filings required
      to be
      made in the United States Patent and Trademark Office and the United States
      Copyright Office in order to perfect the Security Interest in Article 9
      Collateral consisting of United States Patents, Trademarks and Copyrights)
      that
      are necessary to publish notice of and protect the validity of and to establish
      a legal, valid and perfected security interest in favor of the Collateral Agent
      (for the ratable benefit of the Secured Parties) in respect of all
      Article 9 Collateral in which the Security Interest may be perfected
      by
      filing, recording or registration in the United States (or any political
      subdivision thereof) and its territories and possessions, and no further or
      subsequent filing, refiling, recording, rerecording, registration or
      reregistration is necessary in any such jurisdiction, except as provided under
      applicable law with respect to the filing of continuation statements. The
      Borrower represents and warrants that a fully executed agreement in the form
      hereof (or a fully executed short-form agreement in form and substance
      reasonably satisfactory to the Collateral Agent) and containing a description
      of
      all Article 9 Collateral consisting of Intellectual Property with respect
      to United States Patents (and Patents for which United States registration
      applications are pending), United States registered Trademarks (and Trademarks
      for which United States registration applications are pending) and United States
      registered Copyrights (and all pending registrations therefor) has been
      delivered to the Collateral Agent for recording by the United States Patent
      and
      Trademark Office and the United States Copyright Office pursuant to
      35 U.S.C. § 261, 15 U.S.C. § 1060 or
      17 U.S.C. § 205 and the regulations thereunder, as applicable, to
      protect the validity of and to establish a legal, valid and perfected security
      interest in favor of the Collateral Agent (for the ratable benefit of the
      Secured Parties) in respect of all Article 9 Collateral consisting of
      Patents, Trademarks and Copyrights in which a security interest may be perfected
      by filing, recording or registration in the United States (or any political
      subdivision thereof) and its territories and possessions, and no further or
      subsequent filing, refiling, recording, rerecording, registration or
      reregistration is necessary (other than such actions as are necessary to perfect
      the Security Interest with respect to any Article 9 Collateral consisting
      of Patents, Trademarks and Copyrights (or registration or application for
      registration thereof) acquired or developed after the date hereof).

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

       

    

    (c)
        The
      Security Interest constitutes (i) a legal and valid security interest
      in
      all the Article 9 Collateral securing the payment and performance of
      the
      Obligations, (ii) subject to the filings described in Section 3.02(b),
      a perfected security interest in all Article 9 Collateral in which a
      security interest may be perfected by filing, recording or registering a
      financing statement or analogous document in the United States (or any political
      subdivision thereof) and its territories and possessions pursuant to the Uniform
      Commercial Code and (iii) a security interest that shall be perfected
      in
      all Article 9 Collateral in which a security interest may be perfected
      upon
      the receipt and recording of this Agreement (or the short-form agreement
      referenced in paragraph (b) above) with the United States Patent and Trademark
      Office and the United States Copyright Office, as applicable, within the
      three-month period (commencing as of the date hereof) pursuant to 35 U.S.C.
      § 261 or 15 U.S.C. § 1060 or the one month period (commencing as
      of the date hereof) pursuant to 17 U.S.C. § 205. The Security Interest
      is and shall be prior to any other Lien on any of the Article 9 Collateral,
      other than Liens expressly permitted to be prior to the Security Interest
      pursuant to Section 6.02 of the Credit Agreement.

     

    (d)
        The
      Article 9 Collateral is owned by the Borrower free and clear of any
      Lien,
      except for Liens expressly permitted pursuant to Section 6.02 of the
      Credit
      Agreement. The Borrower has not filed or consented to the filing of (i) any
      financing statement or analogous document under the Uniform Commercial Code
      or
      any other applicable laws covering any Article 9 Collateral, (ii) any
      assignment in which the Borrower assigns any Collateral or any security
      agreement or similar instrument covering any Article 9 Collateral with
      the
      United States Patent and Trademark Office or the United States Copyright Office
      or (iii) any assignment in which the Borrower assigns any Article 9
      Collateral or any security agreement or similar instrument covering any
      Article 9 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 6.02 of the Credit
      Agreement.

     

    SECTION
      3.03.   Covenants. (a)
      The
      Borrower agrees promptly to notify the Collateral Agent in writing of any change
      (i) in corporate name, (ii) in the location of its chief executive
      office, its principal place of business, any office in which it maintains books
      or records relating to Article 9 Collateral owned by it or any office
      or
      facility at which Article 9 Collateral owned by it is located (including
      the establishment of any such new office or facility), (iii) in its
      identity or type of organization or corporate structure, (iv) in its
      Federal Taxpayer Identification Number or organizational identification number
      or (v) in its jurisdiction of organization. The Borrower agrees promptly
      to
      provide the Collateral Agent with certified organizational documents reflecting
      any of the changes described in the first sentence of this paragraph. The
      Borrower agrees not to effect or permit any change referred to in the preceding
      sentence unless all filings have been made under the Uniform Commercial Code
      or
      otherwise that are required in order for the Collateral Agent to continue at
      all
      times following such change to have a valid, legal and perfected first priority
      security interest in all the Article 9 Collateral to the same extent
      as
      existed immediately prior to such change. The Borrower agrees promptly to notify
      the Collateral Agent if any material portion of the Article 9 Collateral
      owned or held by the Borrower is damaged or destroyed.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

       

    

    (b)
        The
      Borrower agrees to maintain, at its own cost and expense, such complete and
      accurate records with respect to the Article 9 Collateral owned by it
      as is
      prudent in the conduct of its business, but in any event to include complete
      accounting records indicating all payments and proceeds received with respect
      to
      the Article 9 Collateral, and, at such time or times as the Collateral
      Agent may reasonably request, promptly to prepare and deliver to the Collateral
      Agent a duly certified schedule or schedules in form and detail reasonably
      satisfactory to the Collateral Agent showing the identity, amount and location
      of any and all Article 9 Collateral.

     

    (c)
        Each
      year, at the time of delivery of annual financial statements with respect to
      the
      preceding fiscal year pursuant to Section 5.01(a) of the Credit Agreement,
      the Borrower shall deliver to the Collateral Agent a certificate executed by
      a
      Financial Officer of the Borrower setting forth the information required
      pursuant to the Perfection Certificate or confirming that there has been no
      material change in such information since the date of such certificate or the
      date of the most recent certificate delivered pursuant to this
      Section 3.03(c). Each certificate delivered pursuant to this
      Section 3.03(c) shall identify in the format of Schedule II all
      Intellectual Property of the Borrower in existence on the date thereof and
      not
      then listed on such Schedules or previously so identified to the Collateral
      Agent.

     

    (d)
        The
      Borrower shall, at its own expense, take any and all commercially reasonable
      actions necessary to defend title to all material portions of the Article 9
      Collateral against all Persons and to defend the Security Interest of the
      Collateral Agent in all material portions of the Article 9 Collateral
      and
      the priority thereof against any Lien not expressly permitted pursuant to
      Section 6.02 of the Credit Agreement.

     

    (e)
        The
      Borrower agrees, at its own expense, to execute, acknowledge, deliver and cause
      to be duly filed all such further instruments and documents and take all such
      actions as the Collateral Agent may from time to time reasonably request to
      better assure, preserve, protect and perfect the Security Interest and the
      rights and remedies created hereby, including the payment of any fees and taxes
      required in connection with the execution and delivery of this Agreement, the
      granting of the Security Interest and the filing of any financing statements
      (including fixture filings) or other documents in connection herewith or
      therewith. If any amount payable to the Borrower under or in connection with
      any
      of the Article 9 Collateral shall be or become evidenced by any promissory
      note or other instrument, such note or instrument shall be promptly pledged
      and
      delivered to the Collateral Agent, duly endorsed in a manner consistent with
      Section 2.02.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

       

    

    Without
      limiting the generality of the foregoing, the Borrower hereby authorizes the
      Collateral Agent, with prompt notice thereof to the Borrower, to supplement
      this
      Agreement by supplementing Schedule II or adding additional schedules
      hereto to specifically identify any asset or item that may constitute
      Copyrights, Licenses, Patents or Trademarks; provided
      that the
      Borrower shall have the right, exercisable within 10 days after it has
      been
      notified by the Collateral Agent of the specific identification of such
      Collateral, to advise the Collateral Agent in writing of any inaccuracy of
      the
      representations and warranties made by the Borrower hereunder with respect
      to
      such Collateral. The Borrower agrees that it will use its best efforts to take
      such action as shall be reasonably necessary in order that all representations
      and warranties hereunder shall be true and correct in all material respects
      with
      respect to such Collateral within 30 days after the date it has been
      notified by the Collateral Agent of the specific identification of such
      Collateral.

     

    (f)
        The
      Collateral Agent and such Persons as the Collateral Agent may reasonably
      designate shall have the right, upon reasonable prior written notice and during
      normal business hours (but in no event more than once each fiscal quarter unless
      a Default has occurred and is continuing), at the Borrower’s own cost and
      expense, to inspect the Article 9 Collateral, all records related thereto
      (and to make extracts and copies from such records) and the premises upon which
      any of the Article 9 Collateral is located, to discuss the Borrower’s
      affairs with the officers of the Borrower and its independent accountants and
      to
      verify under reasonable procedures the validity, amount, quality, quantity,
      value, condition and status of, or any other matter relating to, the Article
      9
      Collateral, including, in the case of accounts or Article 9 Collateral
      in
      the possession of any third person, by contacting Account Debtors or the third
      person possessing such Article 9 Collateral for the purpose of making
      such
      a verification. The Collateral Agent shall have the absolute right to share
      any
      information it gains from such inspection or verification with any Secured
      Party.

     

    (g)
        At
      its
      option, the Collateral Agent may discharge past due taxes, assessments, charges,
      fees, Liens, security interests or other encumbrances at any time levied or
      placed on the Article 9 Collateral and not expressly permitted pursuant
      to
      Section 6.02 of the Credit Agreement (and shall notify the Borrower
      upon
      any such discharge), and may pay for the maintenance and preservation of the
      Article 9 Collateral to the extent the Borrower fails to do so as required
      by the Credit Agreement or this Agreement, and the Borrower agrees to reimburse
      the Collateral Agent on demand for any payment made or any reasonable expense
      incurred by the Collateral Agent pursuant to the foregoing authorization;
provided
      that
      nothing in this paragraph shall be interpreted as excusing the Borrower from
      the
      performance of, or imposing any obligation on the Collateral Agent or any
      Secured Party to cure or perform, any covenants or other promises of the
      Borrower with respect to taxes, assessments, charges, fees, Liens, security
      interests or other encumbrances and maintenance as set forth herein or in the
      other Loan Documents.

     

    (h)
        If
      at any
      time the Borrower shall take a security interest in any property of an Account
      Debtor or any other Person to secure payment and performance of an account
      in
      excess of $250,000, the Borrower shall promptly assign such security interest
      to
      the Collateral Agent. Such assignment need not be filed of public record unless
      necessary to continue the perfected status of the security interest against
      creditors of and transferees from the Account Debtor or other Person granting
      the security interest.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

       

    

    (i)
        As
      between the Borrower, the Collateral Agent and the Secured Parties, the Borrower
      shall remain liable to observe and perform all the conditions and obligations
      to
      be observed and performed by it under each contract, agreement or instrument
      relating to the Article 9 Collateral, all in accordance with the terms
      and
      conditions thereof, and the Borrower agrees to indemnify and hold harmless
      the
      Collateral Agent and the Secured Parties from and against any and all liability
      for such performance.

     

    (j)
        The
      Borrower shall not make or permit to be made an assignment, pledge or
      hypothecation of the Article 9 Collateral or shall grant any other Lien in
      respect of the Article 9 Collateral, except as permitted by the Credit
      Agreement. The Borrower shall not make or permit to be made any transfer of
      the
      Article 9 Collateral and the Borrower shall remain at all times in possession
      of
      the Article 9 Collateral owned by it, except that unless and until the
      Collateral Agent shall notify the Borrower that an Event of Default shall have
      occurred and be continuing and that during the continuance thereof the Borrower
      shall not sell, convey, lease, assign, transfer or otherwise dispose of any
      Article 9 Collateral (which notice may be given by telephone if promptly
      confirmed in writing), the Borrower may use and dispose of the Article 9
      Collateral in any lawful manner not inconsistent with the provisions of this
      Agreement, the Credit Agreement or any other Loan Document.

     

    (k)
        The
      Borrower will not, without the Collateral Agent’s prior written consent, grant
      any extension of the time of payment of any accounts included in the
      Article 9 Collateral, compromise, compound or settle the same for less
      than
      the full amount thereof, release, wholly or partly, any Person liable for the
      payment thereof or allow any credit or discount whatsoever thereon, other than
      extensions, compromises, settlements, releases, credits or discounts granted
      or
      made in good faith in the prudent conduct of the business of the
      Borrower.

     

    (l)
        The
      Borrower, at its own expense, shall maintain or cause to be maintained insurance
      covering physical loss or damage to the inventory and equipment in accordance
      with the requirements set forth in Schedule III hereto and
      Section 5.07 of the Credit Agreement. The Borrower irrevocably makes,
      constitutes and appoints the Collateral Agent (and all officers, employees
      or
      agents designated by the Collateral Agent) as its true and lawful agent (and
      attorney-in-fact) for the purpose, upon the occurrence and during the
      continuance of an Event of Default, of making, settling and adjusting claims
      in
      respect of Article 9 Collateral under policies of insurance, endorsing
      the
      name of the Borrower on any check, draft, instrument or other item of payment
      for the proceeds of such policies of insurance and for making all determinations
      and decisions with respect thereto. In the event that the Borrower at any time
      or times shall fail to obtain or maintain any of the policies of insurance
      required hereby or under the Credit Agreement or to pay any premium in whole
      or
      part relating thereto, the Collateral Agent may, without waiving or releasing
      any obligation or liability of the Borrower hereunder or any Event of Default,
      in its sole discretion, obtain and maintain such policies of insurance and
      pay
      such premium and take any other actions with respect thereto as the Collateral
      Agent deems advisable. All sums disbursed by the Collateral Agent in connection
      with this paragraph, including reasonable attorneys’ fees, court costs, expenses
      and other charges relating thereto, shall be payable, upon demand, by the
      Borrower to the Collateral Agent and shall be additional Obligations secured
      hereby.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

       

    

    (m)
        The
      Borrower shall maintain, in form and manner reasonably satisfactory to the
      Collateral Agent, records of its chattel paper and its books, records and
      documents evidencing or pertaining thereto.

     

    SECTION
      3.04.   Other
      Actions.
      In order
      to further insure the attachment, perfection and priority of, and the ability
      of
      the Collateral Agent to enforce, the Security Interest, the Borrower agrees,
      in
      each case at its own expense, to take the following actions with respect to
      the
      following Article 9 Collateral:

     

    (a)
        Instruments.
      If the
      Borrower shall at any time hold or acquire any instruments, the Borrower shall
      forthwith endorse, assign and deliver the same to the Collateral Agent,
      accompanied by such instruments of transfer or assignment duly executed in
      blank
      as the Collateral Agent may from time to time reasonably request, other than
      instruments that do not individually or in the aggregate exceed
      $250,000.

     

    (b)
        Deposit
      Accounts.
      For each
      deposit account that the Borrower at any time opens or maintains, the Borrower
      shall, on or prior to February 28, 2006, either (i) cause the depositary
      bank to agree to comply with instructions from the Collateral Agent to such
      depositary bank directing the disposition of funds from time to time credited
      to
      such deposit account, without further consent of the Borrower or any other
      Person, pursuant to an agreement in form and substance reasonably satisfactory
      to the Collateral Agent, or (ii) arrange for the Collateral Agent to
      become
      the customer of the depositary bank with respect to such deposit account, with
      the Borrower being permitted, only with the reasonable consent of the Collateral
      Agent, to exercise rights to withdraw funds from such deposit account. The
      Collateral Agent agrees with the Borrower that the Collateral Agent shall not
      give any such instructions or withhold any withdrawal rights from the Borrower
      unless an Event of Default has occurred and is continuing, or, after giving
      effect to any withdrawal would occur. The provisions of this paragraph shall
      not
      apply to (A) any deposit account for which the Borrower, the depositary
      bank and the Collateral Agent have entered into a cash collateral agreement
      specially negotiated among the Borrower, the depositary bank and the Collateral
      Agent for the specific purpose set forth therein, (B) any retail store
      deposit account that (x) is not a concentration or a cash sweep account
      and
      (y) has a monthly average balance of less than $500,000, (C) any
      payroll account, (D) any medical or insurance reimbursement account
      and
      (E) any deposit account for which the Collateral Agent is the
      depositary.

     

    (c)
        Investment
      Property.
      Except
      to the extent otherwise provided in Article II, if the Borrower shall
      at
      any time hold or acquire physical possession of any certificated securities,
      the
      Borrower shall forthwith endorse, assign and deliver the same to the Collateral
      Agent, accompanied by such instruments of transfer or assignment duly executed
      in blank as the Collateral Agent may from time to time specify. If any
      securities now or hereafter acquired by the Borrower are “uncertificated
      securities” (as defined in Section 8-102(18) of the New York UCC) and are issued
      to the Borrower or its nominee directly by the issuer thereof, the Borrower
      shall promptly notify the Collateral Agent thereof and, at the Collateral
      Agent’s request and option, pursuant to an agreement in form and substance
      reasonably satisfactory to the Collateral Agent, either (i) use its
      best
      efforts to cause the issuer to agree to comply with instructions from the
      Collateral Agent as to such securities, without further consent of the Borrower
      or such nominee or (ii) arrange for the Collateral Agent to become the
      registered owner of the securities. The provisions of this paragraph shall
      not
      apply to any financial assets credited to a securities account for which the
      Collateral Agent is the securities intermediary.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

       

    

    (d)
      Electronic
      Chattel Paper and Transferable Records.
      If the
      Borrower at any time holds or acquires an interest in any electronic chattel
      paper or any “transferable record,” as that term is defined in Section 201
      of the Federal Electronic Signatures in Global and National Commerce Act, or
      in
      Section 16 of the Uniform Electronic Transactions Act as in effect in
      any
      relevant jurisdiction, the Borrower shall promptly notify the Collateral Agent
      thereof and, at the request of the Collateral Agent, shall take such action
      as
      the Collateral Agent may reasonably request to vest in the Collateral Agent
      control under New York UCC Section 9-105 of such electronic chattel
      paper or control under Section 201 of the Federal Electronic Signatures
      in
      Global and National Commerce Act or, as the case may be, Section 16
      of the
      Uniform Electronic Transactions Act, as so in effect in such jurisdiction,
      of
      such transferable record. The Collateral Agent agrees with the Borrower that
      the
      Collateral Agent will arrange, pursuant to procedures reasonably satisfactory
      to
      the Collateral Agent and so long as such procedures will not result in the
      Collateral Agent’s loss of control, for the Borrower to make alterations to the
      electronic chattel paper or transferable record permitted under UCC
      Section 9-105 or, as the case may be, Section 201 of the Federal
      Electronic Signatures in Global and National Commerce Act or Section 16
      of
      the Uniform Electronic Transactions Act for a party in control to allow without
      loss of control, unless an Event of Default has occurred and is continuing
      or
      would occur after taking into account any action by the Borrower with respect
      to
      such electronic chattel paper or transferable record.

     

    (e)
        Letter-of-Credit
      Rights.
      If the
      Borrower is at any time a beneficiary under a letter of credit now or hereafter
      issued in its favor, it shall promptly notify the Collateral Agent thereof
      and,
      at the request and option of the Collateral Agent, the Borrower shall, pursuant
      to an agreement in form and substance reasonably satisfactory to the Collateral
      Agent, either (i) arrange for the issuer and any confirmer of such letter
      of credit to consent to an assignment to the Collateral Agent of the proceeds
      of
      any drawing under the letter of credit or (ii) arrange for the Collateral
      Agent to become the transferee beneficiary of the letter of credit, with the
      Collateral Agent agreeing, in each case, that the proceeds of any drawing under
      the letter of credit are to be paid to the Borrower unless an Event of Default
      has occurred or is continuing.

     

    (f)
        Commercial
      Tort Claims.
      If the
      Borrower shall at any time hold or acquire a commercial tort claim in an amount
      reasonably estimated to exceed $1,000,000, the Borrower shall promptly notify
      the Collateral Agent thereof in a writing signed by the Borrower, including
      a
      summary description of such claim, and grant to the Collateral Agent in such
      writing a security interest therein and in the proceeds thereof, all upon the
      terms of this Agreement, with such writing to be in form and substance
      reasonably satisfactory to the Collateral Agent.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

       

    

    SECTION
      3.05.   Covenants
      Regarding Patent, Trademark and Copyright Collateral. (a)
      The
      Borrower agrees that it will not do any act or omit do to any act (and will
      exercise commercially reasonable efforts to prevent its licensees from doing
      any
      act as omitting to do any act) whereby any Patent that is material to the
      conduct of its business may become invalidated or dedicated to the public,
      and
      agrees that it shall continue to mark any products covered by a Patent with
      the
      relevant patent number as necessary and sufficient to establish and preserve
      its
      maximum rights under applicable patent laws.

     

    (b)
        The
      Borrower (either itself or through its licensees or its sublicensees) will,
      for
      each Trademark material to the conduct of its business, (i) maintain
      such
      Trademark in full force free from any claim of abandonment or invalidity for
      non-use, (ii) maintain the quality of products and services offered
      under
      such Trademark, (iii) display such Trademark with notice of Federal
      or
      foreign registration to the extent applicable and reasonably necessary and
      sufficient to establish and preserve its maximum rights under applicable law
      and
      (iv) not knowingly use or knowingly permit the use of such Trademark
      in
      violation of any third party rights.

     

    (c)
        The
      Borrower (either itself or through its licensees or sublicensees) will, for
      each
      work covered by a Copyright material to the conduct of its business, continue
      to
      publish, reproduce, display, adopt and distribute the work with appropriate
      copyright notice as necessary and sufficient to establish and preserve its
      maximum rights under applicable copyright laws.

     

    (d)
        The
      Borrower shall notify the Collateral Agent promptly if it knows or reasonably
      suspects that any Patent, Trademark or Copyright material to the conduct of
      the
      Borrower’s business may become abandoned, lost or dedicated to the public, or of
      any materially adverse determination or development (including the institution
      of, or any determination or development in, any proceeding in the United States
      Patent and Trademark Office, United States Copyright Office or any court or
      similar office of any country) regarding its ownership of any such Patent,
      Trademark or Copyright, its right to register the same, or its right to keep
      and
      maintain the same.

     

    (e)
        In
      no
      event shall the Borrower, either itself or through any agent, employee, licensee
      or designee, file an application for any Patent, Trademark or Copyright (or
      for
      the registration of any Trademark or Copyright) with the United States Patent
      and Trademark Office, United States Copyright Office or any office or agency
      in
      any political subdivision of the United States or in any other country or any
      political subdivision thereof, unless it promptly informs the Collateral Agent,
      and, upon request of the Collateral Agent, executes and delivers any and all
      agreements, instruments, documents and papers as the Collateral Agent may
      reasonably request to evidence the Collateral Agent’s security interest in such
      Patent, Trademark or Copyright, and the Borrower hereby appoints the Collateral
      Agent as its attorney-in-fact to execute and file such writings for the
      foregoing purposes, all lawful acts of such attorney being hereby ratified
      and
      confirmed; such power, being coupled with an interest, is
      irrevocable.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

       

    

    (f)
        The
      Borrower will take all necessary steps that are consistent with the practice
      in
      any proceeding before the United States Patent and Trademark Office, United
      States Copyright Office or any office or agency in any political subdivision
      of
      the United States or in any other country or any political subdivision thereof,
      to maintain and pursue each material application relating to the Patents,
      Trademarks and/or Copyrights (and to obtain the relevant grant or registration)
      and to maintain each issued Patent and each registration of the Trademarks
      and
      Copyrights that is material to the conduct of its business, including timely
      filings of applications for renewal, affidavits of use, affidavits of
      incontestability and payment of maintenance fees, and, if consistent with its
      reasonable business judgment, to initiate opposition, interference and
      cancelation proceedings against third parties.

     

    (g)
        In
      the
      event that the Borrower knows or reasonably suspects that any Article 9
      Collateral consisting of a Patent, Trademark or Copyright material to the
      conduct of its business has been or is about to be infringed, misappropriated
      or
      diluted by a third party, the Borrower promptly shall notify the Collateral
      Agent and shall, if consistent with its reasonable business judgment, promptly
      sue for infringement, misappropriation or dilution and to recover any and all
      damages for such infringement, misappropriation or dilution, and take such
      other
      actions as are appropriate under the circumstances to protect such
      Article 9 Collateral.

     

    (h)
        Upon
      the
      occurrence and during the continuance of an Event of Default, the Borrower
      shall
      use its commercially reasonable efforts to obtain all requisite consents or
      approvals by the licensor of each Copyright License, Patent License or Trademark
      License to effect the assignment of all its right, title and interest thereunder
      to the Collateral Agent or its designee.

     

    SECTION
      3.06.   Breakage
      Prepayment Accounts.
      With
      respect to each Breakage Prepayment Account created pursuant to
      Section 2.10(e) of the Credit Agreement, the Borrower hereby assigns
      and
      pledges to the Collateral Agent, its successors and assigns, for the ratable
      benefit of the Secured Parties, and hereby grants to the Collateral Agent,
      its
      successors and assigns, for the ratable benefit of the Secured Parties, a
      security interest in all right, title or interest in or to any amount deposited
      in such Breakage Prepayment Account now owned or at any time hereafter acquired
      by such Borrower or in which such Borrower now has or at any time in the future
      may acquire any right, title or interest. Each deposit in any Breakage
      Prepayment Account shall be held by the Collateral Agent as collateral for
      the
      payment and performance of the obligations of the Borrower under this Agreement
      and the other Loan Documents. The
      security interest described in this Section 3.06 shall for all purposes be
      included in the definition of Security Interest set forth in Section 3.01
      and the Breakage Prepayment Accounts described in this Section 3.06
      and all
      of the Proceeds thereof shall be included in the definition of Article 9
      Collateral set forth in Section 3.01.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

       

    

    ARTICLE
      IV

     

    Remedies

     

    SECTION
      4.01.   Remedies
      Upon Default.
      Upon the
      occurrence and during the continuance of an Event of Default, it is agreed
      that
      the Collateral Agent shall have the right to take any of or all the following
      actions at the same or different times: (a) with respect to any
      Article 9 Collateral consisting of Intellectual Property, on demand,
      to
      cause the Security Interest to become an assignment, transfer and conveyance
      of
      any of or all such Article 9 Collateral by the Borrower to the Collateral Agent,
      or to license or sublicense, whether general, special or otherwise, and whether
      on an exclusive or nonexclusive basis, any such Article 9 Collateral throughout
      the world on such terms and conditions and in such manner as the Collateral
      Agent shall determine (other than in violation of any then-existing licensing
      arrangements to the extent that waivers cannot be obtained), and (b) with
      or without legal process and with or without prior notice or demand for
      performance, to take possession of the Article 9 Collateral and without
      liability for trespass to enter any premises where the Article 9 Collateral
      may
      be located for the purpose of taking possession of or removing the Article
      9
      Collateral and, generally, to exercise any and all rights afforded to a secured
      party under the Uniform Commercial Code or other applicable law. Without
      limiting the generality of the foregoing, the Borrower agrees that the
      Collateral Agent shall have the right, subject to the mandatory requirements
      of
      applicable law, to sell or otherwise dispose of all or any part of the
      Collateral at a public or private sale or at any broker’s board or on any
      securities exchange, for cash, upon credit or for future delivery as the
      Collateral Agent shall deem appropriate. The Collateral Agent shall be
      authorized at any such sale of securities (if it deems it advisable to do so)
      to
      restrict the prospective bidders or purchasers to Persons who will represent
      and
      agree that they are purchasing the Collateral for their own account for
      investment and not with a view to the distribution or sale thereof, and upon
      consummation of any such sale the Collateral Agent shall have the right to
      assign, transfer and deliver to the purchaser or purchasers thereof the
      Collateral so sold. Each such purchaser at any such sale of Collateral shall
      hold the property sold absolutely, free from any claim or right on the part
      of
      the Borrower, which hereby waives (to the extent permitted by law) all rights
      of
      redemption, stay and appraisal that it now has or may at any time in the future
      have under any rule of law or statute now existing or hereafter
      enacted.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

       

    

    The
      Collateral Agent shall give the Borrower 10 days’ written notice (which the
      Borrower agrees is reasonable notice within the meaning of Section 9-611
      of
      the New York UCC or its equivalent in other jurisdictions) of the
      Collateral Agent’s intention to make any sale of Collateral. Such notice, in the
      case of a public sale, shall state the time and place for such sale and, in
      the
      case of a sale at a broker’s board or on a securities exchange, shall state the
      board or exchange at which such sale is to be made and the day on which the
      Collateral, or portion thereof, will first be offered for sale at such board
      or
      exchange. Any such public sale shall be held at such time or times within
      ordinary business hours and at such place or places as the Collateral Agent
      may
      fix and state in the notice (if any) of such sale. At any such sale, the
      Collateral, or portion thereof, to be sold may be sold in one lot as an entirety
      or in separate parcels, as the Collateral Agent may in its sole and absolute
      discretion determine. The Collateral Agent shall not be obligated to make any
      sale of any Collateral if it shall determine not to do so, regardless of the
      fact that notice of sale of such Collateral shall have been given. The
      Collateral Agent may, without notice or publication, adjourn any public or
      private sale or cause the same to be adjourned from time to time by announcement
      at the time and place fixed for sale, and such sale may, without further notice,
      be made at the time and place to which the same was so adjourned. In case any
      sale of all or any part of the Collateral is made on credit or for future
      delivery, the Collateral so sold may be retained by the Collateral Agent until
      the sale price is paid by the purchaser or purchasers thereof, but the
      Collateral Agent shall not incur any liability in case any such purchaser or
      purchasers shall fail to take up and pay for the Collateral so sold and, in
      case
      of any such failure, such Collateral may be sold again upon like notice. At
      any
      public (or, to the extent permitted by law, private) sale made pursuant to
      this
      Agreement, any Secured Party may bid for or purchase, free (to the extent
      permitted by law) from any right of redemption, stay, valuation or appraisal
      on
      the part of the Borrower (all said rights being also hereby waived and released
      to the extent permitted by law), the Collateral or any part thereof offered
      for
      sale and may make payment on account thereof by using any claim then due and
      payable to such Secured Party from the Borrower as a credit against the purchase
      price, and such Secured Party may, upon compliance with the terms of sale,
      hold,
      retain and dispose of such property without further accountability to the
      Borrower therefor. For purposes hereof, a written agreement to purchase the
      Collateral or any portion thereof shall be treated as a sale thereof; the
      Collateral Agent shall be free to carry out such sale pursuant to such agreement
      and the Borrower shall not be entitled, subject to Section 4.02, to the return
      of the Collateral or any portion thereof subject thereto, notwithstanding the
      fact that after the Collateral Agent shall have entered into such an agreement
      all Events of Default shall have been remedied and the Obligations paid in
      full.
      As an alternative to exercising the power of sale herein conferred upon it,
      the
      Collateral Agent may proceed by a suit or suits at law or in equity to foreclose
      this Agreement and to sell the Collateral or any portion thereof pursuant to
      a
      judgment or decree of a court or courts having competent jurisdiction or
      pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to
      the
      provisions of this Section 4.01 shall be deemed to conform to the
      commercially reasonable standards as provided in Section 9-610(b) of
      the
      New York UCC or its equivalent in other jurisdictions.

     

    SECTION
      4.02.   Application
      of Proceeds.
      The
      Collateral Agent shall apply the proceeds of any collection or sale of, or
      foreclosure or other realization upon, any Collateral, including any Collateral
      consisting of cash, as follows:

     

    FIRST,
      to
      the
      payment of all costs and expenses incurred by the Administrative Agent and
      the
      Collateral Agent in connection with such collection or sale or otherwise in
      connection with this Agreement, any other Loan Document or any of the
      Obligations, including all court costs and the fees and expenses of its agents
      and legal counsel, the repayment of all advances made by the Administrative
      Agent or the Collateral Agent hereunder or under any other Loan Document on
      behalf of the Borrower and any other costs or expenses incurred in connection
      with the exercise of any right or remedy hereunder or under any other Loan
      Document;

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

       

    

    SECOND,
      to
      the
      payment in full of the Obligations (the amounts so applied to be distributed
      among the Secured Parties pro rata in accordance with the amounts of the
      Obligations owed to them on the date of any such distribution); and

     

    THIRD,
      to
      the
      Borrower, its successors or assigns, or as a court of competent jurisdiction
      may
      otherwise direct.

     

    The
      Collateral Agent shall have absolute discretion as to the time of application
      of
      any such proceeds, moneys or balances in accordance with this Agreement. Upon
      any sale of Collateral by the Collateral Agent (including pursuant to a power
      of
      sale granted by statute or under a judicial proceeding), the receipt of the
      Collateral Agent or of the officer making the sale shall be a sufficient
      discharge to the purchaser or purchasers of the Collateral so sold and such
      purchaser or purchasers shall not be obligated to see to the application of
      any
      part of the purchase money paid over to the Collateral Agent or such officer
      or
      be answerable in any way for the misapplication thereof.

     

    SECTION
      4.03.   Grant
      of License to Use Intellectual Property.
      For the
      purpose of enabling the Collateral Agent to exercise rights and remedies under
      this Agreement at such time as the Collateral Agent shall be lawfully entitled
      to exercise such rights and remedies, the Borrower hereby grants to the
      Collateral Agent an irrevocable, nonexclusive license (exercisable without
      payment of royalty or other compensation to the Borrower ) to use, license
      or
      sublicense any of the Article 9 Collateral consisting of Intellectual
      Property now owned or hereafter acquired by the Borrower, and wherever the
      same
      may be located, and including in such license access to all media in which
      any
      of the licensed items may be recorded or stored and to all computer software
      and
      programs used for the compilation or printout thereof. The use of such license
      by the Collateral Agent may be exercised, at the option of the Collateral Agent,
      only upon the occurrence and during the continuation of an Event of Default;
      provided
      that any
      license, sublicense or other transaction entered into by the Collateral Agent
      in
      accordance herewith shall be binding upon the Borrower notwithstanding any
      subsequent cure of an Event of Default.

     

    SECTION
      4.04.   Securities
      Act.
      In view
      of the position of the Borrower in relation to the Pledged Collateral, or
      because of other current or future circumstances, a question may arise under
      the
      Securities Act of 1933, as now or hereafter in effect, or any similar statute
      hereafter enacted analogous in purpose or effect (such Act and any such similar
      statute as from time to time in effect being called the “Federal
      Securities Laws”)
      with
      respect to any disposition of the Pledged Collateral permitted hereunder. The
      Borrower understands that compliance with the Federal Securities Laws might
      very
      strictly limit the course of conduct of the Collateral Agent if the Collateral
      Agent were to attempt to dispose of all or any part of the Pledged Collateral,
      and might also limit the extent to which or the manner in which any subsequent
      transferee of any Pledged Collateral could dispose of the same. Similarly,
      there
      may be other legal restrictions or limitations affecting the Collateral Agent
      in
      any attempt to dispose of all or part of the Pledged Collateral under applicable
      “blue sky” or other state securities laws or similar laws analogous in purpose
      or effect. The Borrower recognizes that in light of such restrictions and
      limitations the Collateral Agent may, with respect to any sale of the Pledged
      Collateral, limit the purchasers to those who will agree, among other things,
      to
      acquire such Pledged Collateral for their own account, for investment, and
      not
      with a view to the distribution or resale thereof. The Borrower acknowledges
      and
      agrees that in light of such restrictions and limitations, the Collateral Agent,
      in its sole and absolute discretion (a) may proceed to make such a sale
      whether or not a registration statement for the purpose of registering such
      Pledged Collateral or part thereof shall have been filed under the Federal
      Securities Laws and (b) may approach and negotiate with a single potential
      purchaser to effect such sale. The Borrower acknowledges and agrees that any
      such sale might result in prices and other terms less favorable to the seller
      than if such sale were a public sale without such restrictions. In the event
      of
      any such sale, the Collateral Agent shall incur no responsibility or liability
      for selling all or any part of the Pledged Collateral at a price that the
      Collateral Agent, in its sole and absolute discretion, may in good faith deem
      reasonable under the circumstances, notwithstanding the possibility that a
      substantially higher price might have been realized if the sale were deferred
      until after registration as aforesaid or if more than a single purchaser were
      approached. The provisions of this Section 4.04 will apply notwithstanding
      the existence of a public or private market upon which the quotations or sales
      prices may exceed substantially the price at which the Collateral Agent
      sells.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

       

    

    SECTION
      4.05.   Registration.
      The
      Borrower agrees that, upon the occurrence and during the continuance of an
      Event
      of Default, if for any reason the Collateral Agent desires to sell any of the
      Pledged Collateral at a public sale, it will, at any time and from time to
      time,
      upon the written request of the Collateral Agent, use its best efforts to
      cooperate in any public sale effectuated by the Collateral Agent to permit
      the
      public sale of such Pledged Collateral. The Borrower will bear all costs and
      expenses of carrying out its obligations under this Section 4.05. The
      Borrower acknowledges that there is no adequate remedy at law for failure by
      it
      to comply with the provisions of this Section 4.05 and that such failure
      would not be adequately compensable in damages, and therefore agrees that its
      agreements contained in this Section 4.05 may be specifically
      enforced.

     

    ARTICLE
      V 

     

    Miscellaneous

     

    SECTION
      5.01.   Notices.
      All
      communications and notices hereunder shall (except as otherwise expressly
      permitted herein) be in writing and given as provided in Section 9.01
      of
      the Credit Agreement.

     

    SECTION
      5.02.   Waivers;
      Amendment. (a)
      No
      failure or delay by the Collateral Agent, any Issuing Bank or any Lender in
      exercising any right or power hereunder or under any other Loan Document shall
      operate as a waiver thereof, nor shall any single or partial exercise of any
      such right or power, or any abandonment or discontinuance of steps to enforce
      such a right or power, preclude any other or further exercise thereof or the
      exercise of any other right or power. The rights and remedies of the Collateral
      Agent, the Issuing Banks and the Lenders hereunder and under the other Loan
      Documents are cumulative and are not exclusive of any rights or remedies that
      they would otherwise have. No waiver of any provision of this Agreement or
      consent to any departure by the Borrower therefrom shall in any event be
      effective unless the same shall be permitted by paragraph (b) of this
      Section 5.02, and then such waiver or consent shall be effective only in the
      specific instance and for the purpose for which given. Without limiting the
      generality of the foregoing, the making of a Loan or issuance of a Letter of
      Credit shall not be construed as a waiver of any Default, regardless of whether
      the Collateral Agent, any Lender or any Issuing Bank may have had notice or
      knowledge of such Default at the time. No notice or demand on the Borrower
      in
      any case shall entitle it to any other or further notice or demand in similar
      or
      other circumstances.

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

       

    

    (b)
        Neither
      this Agreement nor any provision hereof may be waived, amended or modified
      except pursuant to an agreement or agreements in writing entered into by the
      Collateral Agent and the Borrower with respect to which such waiver, amendment
      or modification is to apply, subject to any consent required in accordance
      with
      Section 9.02 of the Credit Agreement.

     

    SECTION
      5.03.   Collateral
      Agent’s Fees and Expenses; Indemnification. (a)
      The
      parties hereto agree that the Collateral Agent shall be entitled to
      reimbursement of its expenses incurred hereunder as provided in
      Section 9.03 of the Credit Agreement.

     

    (b)
        Without
      limitation of its indemnification obligations under the other Loan Documents,
      the Borrower agrees to indemnify the Collateral Agent and the other Indemnitees
      (as defined in Section 9.03 of the Credit Agreement) against, and hold
      each
      Indemnitee harmless from, any and all losses, claims, damages, liabilities
      and
      related expenses, including the reasonable fees, charges and disbursements
      of
      any counsel for any Indemnitee, incurred by or asserted against any Indemnitee
      arising out of, in connection with, or as a result of, the execution, delivery
      or performance of this Agreement or any claim, litigation, investigation or
      proceeding relating to any of the foregoing agreement or instrument contemplated
      hereby, or to the Collateral, whether or not any Indemnitee is a party thereto;
      provided
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses are determined
      by
      a court of competent jurisdiction by final and nonappealable judgment to have
      resulted from the gross negligence or wilful misconduct of such
      Indemnitee.

     

    (c)
        Any
      such
      amounts payable as provided hereunder shall be additional Obligations secured
      hereby and by the other Security Documents. The provisions of this
      Section 5.03 shall remain operative and in full force and effect regardless
      of the termination of this Agreement or any other Loan Document, the
      consummation of the transactions contemplated hereby, the repayment of any
      of
      the Obligations, the invalidity or unenforceability of any term or provision
      of
      this Agreement or any other Loan Document, or any investigation made by or
      on
      behalf of the Collateral Agent or any other Secured Party. All amounts due
      under
      this Section 5.03 shall be payable on written demand therefor.

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

       

    

    SECTION
      5.04.   Successors
      and Assigns.
      Whenever
      in this Agreement any of the parties hereto is referred to, such reference
      shall
      be deemed to include the permitted successors and assigns of such party; and
      all
      covenants, promises and agreements by or on behalf of the Borrower or the
      Collateral Agent that are contained in this Agreement shall bind and inure
      to
      the benefit of their respective successors and assigns.

     

    SECTION
      5.05.   Survival
      of Agreement.
      All
      covenants, agreements, representations and warranties made by the Borrower
      in
      the Loan Documents and in the certificates or other instruments prepared or
      delivered in connection with or pursuant to this Agreement or any other Loan
      Document shall be considered to have been relied upon by the Lenders and the
      other Secured Parties at the time made and shall survive the execution and
      delivery of the Loan Documents and the making of any Loans and issuance of
      any
      Letters of Credit, regardless of any investigation made by any Lender or other
      Secured Party or on its behalf and notwithstanding that the Collateral Agent,
      any Issuing Bank or any Lender may have had notice or knowledge of any Default
      or incorrect representation or warranty at the time any credit is extended
      under
      the Credit Agreement, and shall continue in full force and effect as long as
      the
      principal of or any accrued interest on any Loan or any fee or any other amount
      payable under any Loan Document is outstanding and unpaid or any Letter of
      Credit is outstanding and so long as the Commitments have not expired or
      terminated.

     

    SECTION
      5.06.   Counterparts;
      Effectiveness.
      This
      Agreement may be executed in counterparts, each of which shall constitute an
      original but all of which when taken together shall constitute a single
      contract. Delivery of an executed signature page to this Agreement by facsimile
      transmission shall be as effective as delivery of a manually signed counterpart
      of this Agreement. This Agreement shall be binding upon the Borrower and the
      Collateral Agent and their respective permitted successors and assigns, and
      shall inure to the benefit of the Borrower, the Collateral Agent and the other
      Secured Parties and their respective successors and assigns, except that the
      Borrower shall not have the right to assign or transfer its rights or
      obligations hereunder or any interest herein or in the Collateral (and any
      such
      assignment or transfer shall be void), except as expressly contemplated by
      this
      Agreement or the Credit Agreement. 

     

    SECTION
      5.07.   Severability.
      Any
      provision of this Agreement held to be invalid, illegal or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such invalidity, illegality or unenforceability without affecting the validity,
      legality and enforceability of the remaining provisions hereof; and the
      invalidity of a particular provision in a particular jurisdiction shall not
      invalidate such provision in any other jurisdiction. The parties shall endeavor
      in good-faith negotiations to replace the invalid, illegal or unenforceable
      provisions with valid provisions the economic effect of which comes as close
      as
      possible to that of the invalid, illegal or unenforceable
      provisions.

     

    SECTION
      5.08.   Right
      of Set-Off.
      If an
      Event of Default shall have occurred and be continuing, each Lender and each
      of
      its Affiliates is hereby authorized at any time and from time to time, to the
      fullest extent permitted by law, to set off and apply any and all deposits
      (general or special, time or demand, provisional or final) at any time held
      and
      other obligations at any time owing by such Lender or Affiliate to or for the
      credit or the account of the Borrower against any of and all the obligations
      of
      the Borrower now or hereafter existing under this Agreement owed to such Lender,
      irrespective of whether or not such Lender shall have made any demand under
      this
      Agreement and although such obligations may be unmatured. The rights of each
      Lender under this Section 5.08 are in addition to other rights and remedies
      (including other rights of set-off) which such Lender may have.

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

       

    

    SECTION
      5.09.   Governing
      Law; Jurisdiction; Consent to Service of Process. (a)
      This
      Agreement shall be construed in accordance with and governed by the law of
      the
      State of New York.

     

    (b)
        The
      Borrower hereby irrevocably and unconditionally submits, for itself and its
      property, to the nonexclusive jurisdiction of the Supreme Court of the State
      of
      New York sitting in New York County and of the United States District Court
      of
      the Southern District of New York, and any appellate court from any thereof,
      in
      any action or proceeding arising out of or relating to this Agreement or any
      other Loan Document, or for recognition or enforcement of any judgment, and
      each
      of the parties hereto hereby irrevocably and unconditionally agrees that all
      claims in respect of any such action or proceeding may be heard and determined
      in such New York State or, to the extent permitted by law, in such Federal
      court. Each of the parties hereto agrees that a final judgment in any such
      action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by law.
      Nothing in this Agreement or any other Loan Document shall affect any right
      that
      the Collateral Agent, any Issuing Bank or any Lender may otherwise have to
      bring
      any action or proceeding relating to this Agreement or any other Loan Document
      against the Borrower or its properties in the courts of any
      jurisdiction.

     

    (c)
        The
      Borrower hereby irrevocably and unconditionally waives, to the fullest extent
      it
      may legally and effectively do so, any objection which it may now or hereafter
      have to the laying of venue of any suit, action or proceeding arising out of
      or
      relating to this Agreement or any other Loan Document in any court referred
      to
      in paragraph (b) of this Section 5.09. Each of the parties hereto hereby
      irrevocably waives, to the fullest extent permitted by law, the defense of
      an
      inconvenient forum to the maintenance of such action or proceeding in any such
      court.

     

    (d)
        Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section 5.01. Nothing in this Agreement or any
      other Loan Document will affect the right of any party to this Agreement to
      serve process in any other manner permitted by law.

     

    SECTION
      5.10.   WAIVER
      OF JURY TRIAL.
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
      INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
      OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR
      ANY
      OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
      AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
      THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
      THE
      FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
      HERETO
      HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
      MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

       

    

    SECTION
      5.11.   Headings.
      Article
      and Section headings and the Table of Contents used herein are for convenience
      of reference only, are not part of this Agreement and are not to affect the
      construction of, or to be taken into consideration in interpreting, this
      Agreement.

     

    SECTION
      5.12.   Security
      Interest Absolute.
      All
      rights of the Collateral Agent hereunder, the Security Interest, the grant
      of a
      security interest in the Pledged Collateral and all obligations of the Borrower
      hereunder shall be, subject to the last paragraph of clause (a) of Section
      3.01,
      absolute and unconditional irrespective of (a) any lack of validity
      or
      enforceability of the Credit Agreement, any other Loan Document, any agreement
      with respect to any of the Obligations or any other agreement or instrument
      relating to any of the foregoing, (b) any change in the time, manner
      or
      place of payment of, or in any other term of, all or any of the Obligations,
      or
      any other amendment or waiver of or any consent to any departure from the Credit
      Agreement, any other Loan Document or any other agreement or instrument,
      (c) any exchange, release or nonperfection of any Lien on other collateral,
      or any release or amendment or waiver of or consent under or departure from
      any
      guarantee, securing or guaranteeing all or any of the Obligations or
      (d) any other circumstance that might otherwise constitute a defense
      available to, or a discharge of, the Borrower in respect of the Obligations
      or
      this Agreement.

     

    SECTION
      5.13.   Termination
      or Release.
      This
      Agreement, the Security Interest and all other security interests granted hereby
      shall terminate when (a) all the Loan Document Obligations have been
      indefeasibly paid in full and the Lenders have no further commitment to lend
      under the Credit Agreement, (b) the LC Exposure has been reduced to zero and
      no
      Issuing Bank has any further obligations to issue Letters of Credit under the
      Credit Agreement and (c) as to each Designated Line of Credit, either (i) the
      Designated Line of Credit Obligation thereunder have been indefeasibly paid
      in
      full or cash collateralized to the reasonable satisfaction of the Secured
      Parties party thereto and no Secured Party has any further commitment to issue
      letters of credit thereunder or (ii) the Secured Parties party thereto have
      consented to the termination of this Agreement and the Security Interest. In
      connection with any termination or release pursuant to this paragraph, the
      Collateral Agent shall execute and deliver to the Borrower, at the Borrower’s
      expense, all documents that the Borrower shall reasonably request to evidence
      such termination or release. Any execution and delivery of documents pursuant
      to
      this Section 5.13 shall be without recourse to or warranty by the
      Collateral Agent.

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

       

    

    SECTION
      5.14.   Collateral
      Agent Appointed Attorney-in-Fact.
      The
      Borrower hereby appoints the Collateral Agent the attorney-in-fact of the
      Borrower for the purpose of carrying out the provisions of this Agreement and
      taking any action and executing any instrument that the Collateral Agent may
      deem necessary or advisable to accomplish the purposes hereof, which appointment
      is irrevocable and coupled with an interest. Without limiting the generality
      of
      the foregoing, the Collateral Agent shall have the right, upon the occurrence
      and during the continuance of an Event of Default, with full power of
      substitution either in the Collateral Agent’s name or in the name of the
      Borrower (a) to receive, endorse, assign and/or deliver any and all
      notes,
      acceptances, checks, drafts, money orders or other evidences of payment relating
      to the Collateral or any part thereof; (b) to demand, collect, receive
      payment of, give receipt for and give discharges and releases of all or any
      of
      the Collateral; (c) to sign the name of the Borrower on any invoice
      or bill
      of lading relating to any of the Collateral; (d) to send verifications
      of
      accounts receivable to any Account Debtor; (e) to commence and prosecute
      any and all suits, actions or proceedings at law or in equity in any court
      of
      competent jurisdiction to collect or otherwise realize on all or any of the
      Collateral or to enforce any rights in respect of any Collateral; (f) to
      settle, compromise, compound, adjust or defend any actions, suits or proceedings
      relating to all or any of the Collateral; (g) to notify, or to require
      the
      Borrower to notify, Account Debtors to make payment directly to the Collateral
      Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement
      with respect to or otherwise deal with all or any of the Collateral, and to
      do
      all other acts and things necessary to carry out the purposes of this Agreement,
      as fully and completely as though the Collateral Agent were the absolute owner
      of the Collateral for all purposes; provided
      that
      nothing herein contained shall be construed as requiring or obligating the
      Collateral Agent to make any commitment or to make any inquiry as to the nature
      or sufficiency of any payment received by the Collateral Agent, or to present
      or
      file any claim or notice, or to take any action with respect to the Collateral
      or any part thereof or the moneys due or to become due in respect thereof or
      any
      property covered thereby. The Collateral Agent and the other Secured Parties
      shall be accountable only for amounts actually received as a result of the
      exercise of the powers granted to them herein, and neither they nor their
      officers, directors, employees or agents shall be responsible to the Borrower
      for any act or failure to act hereunder, except for their own gross negligence
      or wilful misconduct.

     

    SECTION
      5.15.   Guarantee
      of Cash Management Obligations.
      The
      Borrower unconditionally guarantees, as a primary obligor and not merely as
      a
      surety, the due and punctual payment and performance of all Cash Management
      Obligations owed by any Subsidiary. The Borrower further agrees that any such
      Cash Management Obligations may be extended or renewed, in whole or in part,
      without notice to or further assent from it, and that it will remain bound
      upon
      its guarantee notwithstanding any extension or renewal of any such Cash
      Management Obligation. The Borrower waives presentment to, demand of payment
      from and protest to the Borrower or any Subsidiary of any Cash Management
      Obligations, and also waives notice of acceptance of its guarantee and notice
      of
      protest for nonpayment. The Borrower further agrees that its guarantee hereunder
      constitutes a guarantee of payment when due and not of collection, and waives
      any right to require that any resort be had by the Collateral Agent or any
      other
      Secured Party to any security held for the payment of the Cash Management
      Obligations or to any balance of any deposit account or credit on the books
      of
      the Collateral Agent or any other Secured Party in favor of the Borrower or
      any
      other Person. The obligations of the Borrower under this Section shall not
      be
      subject to any reduction, limitation, impairment or termination for any reason,
      including any claim of waiver, release, surrender, alteration or compromise,
      and
      shall not be subject to any defense or set-off, counterclaim, recoupment or
      termination whatsoever by reason of the invalidity, illegality or
      unenforceability of the Cash Management Obligations or otherwise. Without
      limiting the generality of the foregoing, the obligations of the Borrower
      hereunder shall not be discharged or impaired or otherwise affected by
      (i) the failure of the Collateral Agent or any other Secured Party to
      assert any claim or demand or to enforce any right or remedy hereunder or
      otherwise; (ii) any rescission, waiver, amendment or modification of,
      or
      any release from any of the terms or provisions of, this Agreement or any other
      agreement; (iii) the release of any security held by the Collateral
      Agent
      or any other Secured Party for the Cash Management Obligations or any of them;
      (iv) any default, failure or delay, wilful or otherwise, in the performance
      of the Cash Management Obligations; or (v) any other act or omission
      that
      may or might in any manner or to any extent vary the risk of the Borrower or
      otherwise operate as a discharge of the Borrower as a matter of law or equity
      (other than the indefeasible payment in full in cash of all the Cash Management
      Obligations). The Borrower agrees that its guarantee hereunder shall continue
      to
      be effective or be reinstated, as the case may be, if at any time payment,
      or
      any part thereof, of any Cash Management Obligation is rescinded or must
      otherwise be restored by the Collateral Agent or any other Secured Party upon
      the bankruptcy or reorganization of the Borrower, any Subsidiary or
      otherwise.

     

    


    
      
         

      

      
        29

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      day and year first above written.

     

    
      	 	 	 
	 	THE
              DRESS BARN, INC.,
	 
 	 
 	 
 
	 	By:  	/s/ ARMAND
              CORREIA
	 	
              

              Name:
                Armand Correia

            
	 	Title:
              Senior Vice President and
	 	
              Chief
                Financial Officer

            


    

    
      	 	 	 
	 	
              JPMORGAN
                CHASE BANK, N.A., as Collateral Agent,

            
	 
 	 
 	 
 
	 	By:  	/s/ PETER
              M. KILLEA
	 	
              

              Name:
                Peter M. Killea

            
	 	
              Title:
                Vice President

            


    

     

    


    
      
         

      

      
        30

        
          

        

      

      
         

        
        

      

    

     

    
      Schedule
        I to

      the
        Collateral Agreement

      
 

    

    EQUITY
      INTERESTS

     

    
      	
              Issuer

            	
              Number
                of

              Certificate

            	
              Registered

              Owner

            	
              Number
                and

              Class
                of

              Equity
                Interest

            	
              Percentage

              of
                Equity Interests

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    DEBT
      SECURITIES

     

    
      	
              Issuer

            	
              Principal

              Amount

            	
              Date
                of Note

            	
              Maturity
                Date

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

        
        

      

    

    

      Schedule
        II to

      the
        Collateral Agreement

      

COPYRIGHTS
      OWNED BY THE BORROWER

     

    [State
      if
      no copyrights are owned. List in numerical order by Registration
      No.]

     

    U.S.
      Copyright Registrations

     

    
      	
              Title

            	
              Reg.
                No.

            	
              Author

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


     

    Pending
      U.S. Copyright Applications for Registration

     

    
      	
              Title

            	
              Author

            	
              Class

            	
              Date
                Filed

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


     

    Non-U.S.
      Copyright Registrations

     

    [List
      in
      alphabetical order by country/numerical order by Registration No. within each
      country.]

     

    
      	
              Country

            	
              Title

            	
              Reg.
                No.

            	
              Author

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


     

    Non-U.S.
      Pending Copyright Applications for Registration

     

    [List
      in
      alphabetical order by country.]

     

    
      	
              Country

            	
              Title

            	
              Author

            	
              Class

            	
              Date
                Filed

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Schedule
        II to

      the
        Collateral Agreement


    

    


    LICENSES

     

    [Make
      a
      separate page of Schedule II for the Borrower, and state if the Borrower is
      not
      a party to a license/sublicense.]

     

    I.
      Licenses/Sublicensees
      of the Borrower as Licensor on Date Hereof

     

    A.  Copyrights

     

    [List
      U.S. copyrights in numerical order by Registration No. List non-U.S. copyrights
      by country in alphabetical order with Registration Nos. within each country
      in
      numerical order.]

     

    U.S.
      Copyrights

     

    
      	
              Licensee
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              Title
                of

              U.S.

              Copyright

            	
              Author

            	
              Reg.
                No.

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    Non-U.S.
      Copyrights

     

    
      	
              Country

            	
              Licensee
                Name

              and
                Address

            	
              Date
                of

              License/

              Sublicensee

            	
              Title
                of

              Non-U.S.

              Copyrights

            	
              Author

            	
              Reg.
                No.

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


     

    B.  Patents
      

     

    [List
      U.S. patent nos. and U.S. patent application nos. in numerical order. List
      non-U.S. patent nos. and non-U.S. application in alphabetical order by country,
      with numbers within each country in numerical order.]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      Schedule
        I to

      the
        Collateral Agreement

      
 

    

    U.S.
      Patents

     

    
      	
              Licensee
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              Issue
                Date

            	
              Patent
                No.

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      Schedule
        II to

      the
        Collateral Agreement

      
 

    

    U.S.
      Patent Applications

     

    
      	
              Licensee
                Name

              and
                address

            	
              Date
                of License/

              Sublicense

            	
              Date
                Filed

            	
              Application
                No.

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      Schedule
        II to

      the
        Collateral Agreement

      


    

    Non-U.S.
      Patents

     

    
      	
              Country

            	
              Licensee
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              Issue

              Date

            	
              Non-U.S.

              Patent
                No.

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    Non-U.S.
      Patent Applications

     

    
      	
              Country

            	
              Licensee
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              Date

              Filed

            	
              Application

              No.

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    C.  Trademarks

     

    [List
      U.S. trademark nos. and U.S. trademark application nos. in numerical order.
      List
      non-U.S. trademark nos. and non-U.S. application nos. with trademark nos. within
      each country in numerical order.]

     

    U.S.
      Trademarks

     

    
      	
              Licensee
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              U.S.
                Mark

            	
              Reg.
                Date

            	
              Reg.
                No.

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Schedule
        II to

      the
        Collateral Agreement

      



    

    U.S.
      Trademark Applications

     

    


    
      	
              Licensee
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              U.S.
                Mark

            	
              Date
                Filed

            	
              Application

              No.

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    Non-U.S.
      Trademarks

     

    
      	
              Country

            	
              Licensee
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              Non-U.S.

              Mark

            	
              Reg.
                Date

            	
              Reg.
                No.

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


     

    Non-U.S.
      Trademark Applications

     

    
      	
              Country

            	
              Licensee
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              Non-U.S.

              Mark

            	
              Date

              Filed

            	
              Application

              No.

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


     

    D.  Others

     

    
      	
              Licensee
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              Subject

              Matter

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      Schedule
        II to

      the
        Collateral Agreement

      
 

    

    II.
      Licensees/Sublicenses
      of the Borrower as Licensee on Date Hereof

     

    A.  Copyrights 

     

    [List
      U.S. copyrights in numerical order by Registration No. List non-U.S. copyrights
      by country in alphabetical order, with Registration Nos. within each country
      in
      numerical order.]

     

    U.S.
      Copyrights

     

    
      	
              Licensor
                Name and

              Address

            	
              Date
                of License/

              Sublicense

            	
              Title
                of

              U.S.
                Copyright

            	
              Author

            	
              Reg.
                No.

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    Non-U.S.
      Copyrights

     

    
      	
              Country

            	
              Licensor
                Name

              and
                Address

            	
              Date
                of

              License/

              Sublicensee

            	
              Title
                of

              Non-U.S.

              Copyrights

            	
              Author

            	
              Reg.
                No.

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


     

    B.  Patents

     

    [List
      U.S. patent nos. and U.S. patent application nos. in numerical order. List
      non-U.S. patent nos. and non-U.S. application nos. in alphabetical order by
      country with patent nos. within each country in numerical order.]

     

    U.S.
      Patents

     

    
      	
              Licensor
                Name

              and
                Address

            	
              Date
                of

              License/

              Sublicense

            	
              Issue
                Date

            	
              Patent
                No.

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      

        Schedule
          I to

        the
          Collateral Agreement

        
 

      

    

    U.S.
      Patent Applications

     

    
      	
              Licensor
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              Date
                Filed

            	
              Application
                No.

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    Non-U.S.
      Patents

     

    
      	
              Country

            	
              Licensor
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              Issue

              Date

            	
              Non-U.S.

              Patent
                No.

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    Non-U.S.
      Patent Applications

     

    
      	
              Country

            	
              Licensor
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              Date

              Filed

            	
              Application

              No.

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    C.  Trademarks 

     

    [List
      U.S. trademark nos. and U.S. trademark application nos. in numerical order.
      List
      non-U.S. trademark nos. and non-U.S. application nos. with trademark nos. within
      each country in numerical order.]

     

    U.S.
      Trademarks

     

    
      	
              Licensor
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              U.S.
                Mark

            	
              Reg.
                Date

            	
              Reg.
                No.

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Schedule
        II to

      the
        Collateral Agreement

      


    

    U.S.
      Trademark Applications

     

    
      	
              Licensor
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              U.S.
                Mark

            	
              Date

              Filed

            	
              Application

              No.

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    Non-U.S.
      Trademarks

     

    
      	
              Country

            	
              Licensor
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              Non-U.S.

              Mark

            	
              Reg.
                Date

            	
              Reg.
                No.

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


    Non-U.S.
      Trademark Applications

     

    
      	
              Country

            	
              Licensor
                Name

              and
                Address

            	
              Date
                of License/

              Sublicense

            	
              Non-U.S.

              Mark

            	
              Date

              Filed

            	
              Application

              No.

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


    D.  Others

     

    
      	
              Licensor
                Name and Address

            	
              Date
                of License/

              Sublicense

            	
              Subject
                Matter

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


     

    PATENTS
      OWNED BY THE BORROWER

     

    [State
      if
      no patents are owned. List in numerical order by Patent No./Patent Application
      No.]

     

    U.S.
      Patent Registrations

     

    
      	
              Patent
                Numbers

            	
              Issue
                Date

            
	 	 
	 	 
	 	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

      

        Schedule
          II to

        the
          Collateral Agreement

        


      

    

    U.S.
      Patent Applications

     

    
      	
              Patent
                Application No.

            	
              Filing
                Date

            
	 	 
	 	 
	 	 


    

    


    Non-U.S.
      Patent Registrations

     

    [List
      in
      alphabetical order by country/numerical order by Patent No. within each
      country.]

     

    
      	
              Country

            	
              Issue
                Date

            	
              Patent
                No.

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    Non-U.S.
      Patent Registrations

     

    [List
      in
      alphabetical order by country/numerical order by Application No. within each
      country.]

     

    
      	
              Country

            	
              Filing
                Date

            	
              Patent
                Application No.

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


     

    TRADEMARK/TRADE
      NAMES OWNED BY THE BORROWER

     

    [State
      if
      no trademarks/trade names are owned. List in numerical order by trademark
      registration/application no.]

     

    U.S.
      Trademark Registrations

     

    
      	
              Mark

            	
              Reg.
                Date

            	
              Reg.
                No.

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      

        Schedule
          II to

        the
          Collateral Agreement

         

      

    

    U.S.
      Trademark Applications

     

    
      	
              Mark

            	
              Filing
                Date

            	
              Application
                No.

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    State
      Trademark Registrations

     

    [List
      in
      alphabetical order by state/numerical order by trademark no. within each
      state.]

     

    
      	
              State

            	
              Mark

            	
              Filing
                Date

            	
              Application
                No.

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    Non-U.S.
      Trademark Registrations

     

    [List
      in
      alphabetical order by country/numerical order by trademark no. within each
      country.]

     

    
      	
              Country

            	
              Mark

            	
              Reg.
                Date

            	
              Reg.
                No.

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


     

    Non-U.S.
      Trademark Applications

     

    [List
      in
      alphabetical order by country/numerical order by application no.]

     

    
      	
              Country

            	
              Mark

            	
              Application
                Date

            	
              Application
                No.

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      

        Schedule
          II to

        the
          Collateral Agreement

        


      

    

    Trade
      Names

     

    
      	
              Country(s)
                Where Used

            	
              Trade
                Names

            
	 	 
	 	 
	 	 
	 	 
	 	 


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      Schedule
        III to

      the
        Collateral Agreement

      





    INSURANCE
      REQUIREMENTS

     

    (a)
      The
      Borrower will, and will cause each Subsidiary to, maintain (or cause to be
      maintained on its behalf), with financially sound and reputable insurance
      companies:

     

    (i)fire,
      boiler and machinery, and extended coverage insurance, on a replacement cost
      basis, with respect to all personal property and improvements to real property
      (in each case constituting Collateral), in such amounts as are customarily
      maintained by companies in the same or similar business operating in the same
      or
      similar locations;

     

    (ii)commercial
      general
      liability insurance against claims for bodily injury, death or property damage
      occurring upon, about or in connection with the use of any properties owned,
      occupied or controlled by it, providing coverage on an occurrence basis with
      a
      combined single limit of not less than $1,000,000 and including the broad form
      CGL endorsement;

     

    (iii)business
      interruption insurance, insuring against loss of gross earnings for the agreed
      upon aggregate amount of not less than $40,000,000 arising from any risks or
      occurrences required to be covered by insurance pursuant to clause (i) above;
      and

     

    (iv)such
      other insurance as may be required by law.

     

    Deductibles
      or self-insured retention shall not exceed $250,000 for fire, boiler and
      machinery and extended coverage policies, $250,000 for commercial general
      liability policies or $250,000 plus a 24-hour waiting period for business
      interruption policies.

     

    (b)
      Fire,
      boiler and machinery and extended coverage policies maintained with respect
      to
      any Collateral shall be endorsed or otherwise amended to include (i) a lenders’
      loss payable clause in favor of the Collateral Agent and providing for losses
      thereunder to be payable to the Collateral Agent or its designee, (ii) a
      provision to the effect that none of the Borrower, the Collateral Agent or
      any
      other party shall be a coinsurer and (iii) such other provisions as the
      Collateral Agent may reasonably require from time to time to protect the
      interests of the Lenders, except with respect to the Distribution Center.
      Commercial general liability policies shall be endorsed to name the Collateral
      Agent as an additional insured. Business interruption policies shall name the
      Collateral Agent as loss payee, except with respect to the Distribution Center.
      Each such policy referred to in this paragraph also shall provide that it shall
      not be canceled, modified or not renewed (i) by reason of nonpayment of premium
      except upon not less than 10 days’ prior written notice thereof by the insurer
      to the Collateral Agent (giving the Collateral Agent the right to cure defaults
      in the payment of premiums) or (ii) for any other reason except upon not less
      than 30 days’ prior written notice thereof by the insurer to the Collateral
      Agent. The Borrower shall deliver to the Collateral Agent, prior to the
      cancellation, modification or nonrenewal of any such policy of insurance,
      evidence of the renewal or replacement policy (or other evidence of renewal
      of a
      policy previously delivered to the Collateral Agent) together with evidence
      reasonably satisfactory to the Collateral Agent of payment of the premium
      therefore at such time payment is made.