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It is Debtor’s express intention that this Agreement and the continuing security interestgranted hereby, in addition to covering all present Guaranteed Obligations to Agent, shall extendto all future Guaranteed Obligations to Agent, whether or not such Guaranteed Obligations arereduced or entirely extinguished and thereafter increased or reincurred, whether or not suchGuaranteed Obligations are related to the indebtedness identified above by class, type or kind andwhether or not such Guaranteed Obligations are specifically contemplated by any Borrower and Agentas of the date hereof. The absence of any reference to this Agreement in any documents,instruments or agreements evidencing or relating to any Guaranteed Obligation secured hereby shallnot limit or be construed to limit the scope or applicability of this Agreement.2. General Covenants. Debtor represents, warrants and covenants as follows:(a) Except for the security interest granted hereby, Debtor is, or as to Collateral arisingor to be acquired after the date hereof, shall be, the sole and record owner of the Collateral freefrom any and all liens, security interests, encumbrances, claims and interests.(b) Debtor shall, at Debtor’s expense, perform, do, make, procure, execute and deliver allacts, things, certificates, instruments, passbooks, writings and other assurances as Agent may atany time request or require to protect, assure or enforce its interests, rights and remediescreated by, provided in or emanating from this Agreement.(c) If any of the Collateral is not now evidenced by a certificate, instrument, passbook orwriting, and if at any time during the term of this Agreement, a certificate, instrument, passbookor writing shall be used or issued to evidence Debtor’s interest in the Collateral, Debtor shall,immediately upon learning of the same, notify in writing the loan officer who is handling theGuaranteed Obligations on behalf of Agent that such has occurred, or that such is going to occur,and shall assist Agent in order to ensure that Agent obtains possession of that evidence orotherwise perfects its security interest in the certificate, instrument, passbook or writingevidencing the Collateral.(d) Debtor shall not create, permit or suffer to exist, and shall take such action as isnecessary to remove, any claim to or interest in or lien or encumbrance upon the Collateral, otherthan the security interest granted hereby, and shall defend the right, title and interest of Agentin and to the Collateral against all claims and demands of all persons and entities at any timeclaiming the same or any interest therein.(e) Subject to any limitation stated therein or in connection therewith, all informationfurnished by Debtor concerning the Collateral or otherwise in connection with the GuaranteedObligations, is or shall be at the time the same is furnished, accurate, correct and complete inall material respects.
 
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3. Preservation and Disposition of Collateral.(a) Subject to the exceptions provided in Section 1, Debtor shall not spend, withdraw,reduce, pledge, transfer, assign or otherwise dispose of the Collateral or any portion thereof.(b) Debtor shall advise Agent promptly, in writing and in reasonable detail, (i) of anymaterial encumbrance upon or claim asserted against any of the Collateral and (ii) of theoccurrence of any event that would have a material effect upon the aggregate value of theCollateral or upon the security interest of Agent.(c) At its option, Agent may discharge taxes, liens, security interests or other encumbrancesat any time levied or placed on or arising in connection with the Collateral. Debtor agrees toreimburse Agent upon demand for any payment made or any expense incurred (including reasonableattorneys’ fees) by Agent pursuant to the foregoing authorization. Should Debtor fail to pay saidsum to Agent upon demand, interest shall accrue thereon, from the date of demand until paid infull, at the highest rate set forth in any document or instrument evidencing any of the GuaranteedObligations.4. Extensions and Compromises. With respect to any Collateral held by Agent assecurity for the Guaranteed Obligations, Debtor assents to all reasonable extensions orpostponements of the time of payment thereof or any other indulgence in connection therewith, toeach substitution, exchange or release of Collateral, to the addition or release of any partyprimarily or secondarily liable, to the acceptance of partial payments thereon and to thesettlement, compromise or adjustment thereof. Agent shall have no duty as to the collection orprotection of Collateral or any income therefrom, nor as to the preservation of any rightpertaining thereto, beyond the safe custody of Collateral in the possession of Agent.5. Agent’s Appointment as Attorney-in-Fact. Debtor hereby irrevocably constitutes andappoints Agent and any officer or agent thereof, with full power of substitution, as Debtor’s trueand lawful attorney-in-fact with full irrevocable power and authority in the place and stead ofDebtor and in the name of Debtor or in Agent’s own name, from time to time in Agent’s discretion,for the purpose of carrying out the terms of this Agreement, to take any and all appropriate actionand to execute any and all documents and instruments that may be necessary or desirable toaccomplish the purpose of this Agreement.Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtuehereof. This power of attorney is a power coupled with an interest and shall be irrevocable.The powers conferred upon Agent hereunder are solely to protect its interests in theCollateral and shall not impose any duty upon Agent to exercise any such power. Agent shall beaccountable only for amounts that Agent actually receive as a result of the exercise of such powersand neither Agent nor any of its officers, directors, employees or agents shall be responsible toDebtor for any act or failure to act, except for Agent’s own gross negligence or willfulmisconduct.
 
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6. Default. If an Event of Default shall occur and be continuing:(a) Agent may, at its option and without notice, declare the unpaid balance of any or all ofthe Guaranteed Obligations immediately due and payable and this Agreement and any or all of theGuaranteed Obligations in default.(b) All payments received by Debtor under or in connection with any of the Collateral shallbe held by Debtor in trust for Agent shall be segregated from other funds of Debtor and shallforthwith upon receipt by Debtor be turned over to Agent in the same form as received by Debtor(duly indorsed by Debtor to Agent, if required). Any and all such payments so received by Agent(whether from Debtor or otherwise) may, in the sole discretion of Agent, be held by Agent ascollateral security for, and/or then or at any time thereafter be applied in whole or in part byAgent against, all or any part of the Guaranteed Obligations in such order as Agent may elect. Anybalance of such payments held by Agent and remaining after payment in full of all the GuaranteedObligations shall be paid over to Debtor or to whomsoever may be lawfully entitled to receive thesame. Nothing set forth in this subparagraph (b) shall authorize or be construed to authorizeDebtor to sell or otherwise dispose of any Collateral.(c) Agent and its nominees shall have the rights and remedies of a secured party under thisAgreement, under any other instrument or agreement securing, evidencing or relating to theGuaranteed Obligations and under the law of the State of Ohio including, but not limited to, theright to demand and receive the Collateral from any of the depositories designated above. To theextent permitted by applicable law, Debtor waives all claims, damages and demands against Agentarising out of Agent’s collection, receipt, retention or disposition of the Collateral including,but not limited to, any claim based upon the early withdrawal or redemption of the Collateral byAgent. Debtor shall remain liable for any deficiency if the Collateral is insufficient to pay allamounts to which Agent is entitled. Debtor shall also be liable for the costs of collecting any ofthe Guaranteed Obligations or otherwise enforcing the term thereof or of this Agreement includingreasonable attorneys’ fees.7. General. Debtor agrees that if Agent is the depository for the Pledged Account,Agent may reduce the rate of interest on the Pledged Account, at any time and from time to time, inorder to comply with any laws or regulations, including those that require the rate of interestapplicable to any Guaranteed Obligations to exceed any rate of interest payable with respect to thePledged Account. Any provision of this Agreement which is prohibited or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provision hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or render unenforceable such provision inany other jurisdiction. Agent shall not be deemed to have waived any of its rights hereunder orunder any other agreement, instrument or paper signed by Debtor unless such waiver be in writingand signed by Agent. No delay or omission on the part of Agent in exercising any right shalloperate as a waiver of such right or any other right. All of Agent’s right and remedies, whetherevidenced hereby or by any other agreement, instrument or paper, shall be cumulative and may beexercised singularly or concurrently. Any written demand upon or written notice to Debtor shall beeffective when deposited in the mails addressed to Debtor at the address shown at the beginning ofthis Agreement. This Agreement and all rights and Guaranteed Obligations hereunder, includingmatters of construction, validity and performance, shall be governed by the law of the State ofOhio. The provisions hereof shall, as the case may require, bind or inure to the benefit of, therespective heirs, successors, legal representatives and assigns of Debtor and Agent.
 
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8. Definitions. Unless defined herein, all capitalized terms shall have the meaninggiven to such terms in the are parties to a Credit Agreement, dated as of March 30, 2001, asamended by a First Amendment to Credit Agreement by and among Debtor, certain Subsidiary Borrowersparty thereto, the Lender party thereto and Agent dated as of August 1, 2002, as amended by aSecond Amendment to Credit Agreement dated as of March 28, 2003, as amended by a Third Amendment toCredit Agreement dated as of March 30, 2004, as amended by a Fourth Amendment to Credit Agreementdated as of March 30, 2005, as amended by a Fifth Amendment to Credit Agreement dated as ofSeptember 27, 2006, the letter agreement dated March 27, 2008, and the Sixth Amendment to CreditAgreement dated as of March 31, 2009.9. Control. Each party to this Agreement hereby confirms that this Agreement shallconstitute an “authenticated record” and that the arrangements established under this Agreementshall constitute “control” of the Deposit Account as contemplated by Section 9-104 of the UniformCommercial Code.IN WITNESS WHEREOF, Debtor has signed this Agreement this 31st day of March, 2009.      KEITHLEY INSTRUMENTS, INC.