exv10w2



 





Exhibit 10.2




PLEDGE AND SECURITY AGREEMENT




     THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, this
“Security Agreement”) is entered into as of June 1, 2007 by and among TechTeam Global,
Inc., a Delaware corporation (the “Borrower”), TechTeam Cyntergy, L.L.C., a Michigan limited
liability company, TechTeam Government Solutions, Inc., a Virginia corporation and Sytel, Inc., a
Maryland corporation (each a “Subsidiary Guarantor”, and collectively, the “Subsidiary
Guarantors”, and collectively with the Borrower, each a “Grantor”, and collectively,
the “Grantors”), and JPMorgan Chase Bank, N.A., a national banking association, as
Administrative Agent (the “Administrative Agent”) for the lenders party to the Credit Agreement
referred to below.



PRELIMINARY STATEMENTS




     A. The Borrower, the Administrative Agent and the Lenders from time to time party thereto have
entered into a certain Credit Agreement dated as of even date herewith (as same may be amended or
modified from time to time, the “Credit Agreement”), providing, subject to the terms and conditions
thereof, for extensions of credit to be made by the Lenders to the Borrower.



     B. The Grantors have agreed to pledge to the Administrative Agent, for the benefit of the
Lenders, and grant a first-priority security interest (subject to Liens permitted by the Credit
Agreement) to the Administrative Agent, for the benefit of the Lenders, in and to the collateral
described herein and to execute this Security Agreement.



     C. Each Grantor has determined that it is to its benefit and in its financial interest to
execute this Security Agreement, and is entering into this Security Agreement in order to induce
the Lenders to enter into amendments to the agreements evidencing the Secured Obligations, to
induce the Lenders to extend credit to the Borrower and to secure the Secured Obligations.



     ACCORDINGLY, the Grantors, and the Administrative Agent, on behalf of the Lenders, hereby
agree as follows:



ARTICLE I

DEFINITIONS




     1.1. Terms Defined in Credit Agreement. All capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.



     1.2. Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined
in this Security Agreement are used herein as defined in the UCC.



     1.3. Definitions of Certain Terms Used Herein. As used in this Security Agreement, in
addition to the terms defined in the Preliminary Statement, the following terms shall have the
following meanings:



     “Account Debtor” shall have the meaning set forth in Article 9 of the UCC.



     “Accounts” shall have the meaning set forth in Article 9 of the UCC.



     “Article” means a numbered article of this Security Agreement, unless another document
is specifically referenced.



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     “Chattel Paper” shall have the meaning set forth in Article 9 of the UCC.



     “Collateral” shall have the meaning set forth in Article II.



     “Collateral Access Agreement” means any landlord waiver or other agreement between the
Administrative Agent and any third party (including any bailee, consignee, customs broker, or other
similar Person) in possession of any Collateral or any landlord of any Grantor for any real
property where any Collateral is located, which agreement shall provide access rights, contain a
waiver or subordination of all Liens or claims that the landlord, bailee or consignee may assert
against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and
substance to the Administrative Agent, as such landlord waiver or other agreement may be amended,
restated, or otherwise modified from time to time.



     “Commercial Tort Claims” shall have the meaning set forth in Article 9 of the UCC.



     “Control” shall have the meaning set forth in Article 8 or, if applicable, in Section
9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.



     “Control Account” means a Deposit Account or Securities Account subject to a Control
Agreement.



     “Control Agreement” means a control agreement, in form and substance satisfactory to
the Administrative Agent, entered into under any of Sections 4.4, 4.5 or 4.11, pursuant to which
the Administrative Agent is granted Control over a Deposit Account, Securities or a Securities
Account, as the case may be.



     “Copyrights” means, with respect to any Person, all of such Person’s right, title, and
interest in and to the following: (a) all copyrights, rights and interests in copyrights, works
protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of
any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or
payable under any of the foregoing, including, without limitation, damages or payments for past or
future infringements for any of the foregoing; (d) the right to sue for past, present, and future
infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing
throughout the world.



     “Default” means an event described in Section 5.1.



     “Deposit Accounts” shall have the meaning set forth in Article 9 of the UCC.



     “Documents” shall have the meaning set forth in Article 9 of the UCC.



     “Equipment” shall have the meaning set forth in Article 9 of the UCC.



     “Exhibit” refers to a specific exhibit to this Security Agreement, unless another
document is specifically referenced.



     “Farm Products” shall have the meaning set forth in Article 9 of the UCC.



     “Fixtures” shall have the meaning set forth in Article 9 of the UCC.



     “General Intangibles” shall have the meaning set forth in Article 9 of the UCC.



     “Goods” shall have the meaning set forth in Article 9 of the UCC.



     “Instruments” shall have the meaning set forth in Article 9 of the UCC.



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     “Inventory” shall have the meaning set forth in Article 9 of the UCC.



     “Investment Property” shall have the meaning set forth in Article 9 of the UCC.



     “Lenders” means the lenders party to the Credit Agreement and their successors and
assigns.



     “Letter-of-Credit Rights” shall have the meaning set forth in Article 9 of the UCC.



     “Licenses” means, with respect to any Person, all of such Person’s right, title, and
interest in and to (a) any and all licensing agreements or similar arrangements in and to its
Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or
hereafter due or payable under and with respect thereto, including, without limitation, damages and
payments for past and future breaches thereof, and (c) all rights to sue for past, present, and
future breaches thereof.



     “Patents” means, with respect to any Person, all of such Person’s right, title, and
interest in and to: (a) any and all patents and patent applications; (b) all inventions and
improvements described and claimed therein; (c) all reissues, divisions, continuations, renewals,
extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and
payments now or hereafter due or payable under and with respect thereto, including, without
limitation, damages and payments for past and future infringements thereof; (e) all rights to sue
for past, present, and future infringements thereof; and (f) all rights corresponding to any of the
foregoing throughout the world.



     “Permitted Liens” means Liens that are permitted by the Credit Agreement.



     “Pledged Collateral” means all Instruments, Securities and other Investment Property
of the Grantors, whether or not physically delivered to the Administrative Agent pursuant to this
Security Agreement.



     “Receivables” means the Accounts, Chattel Paper, Documents, Investment Property,
Instruments and any other rights or claims to receive money which are General Intangibles or which
are otherwise included as Collateral.



     “Required Lenders” means (a) prior to an acceleration of the obligations under the
Credit Agreement, the Required Lenders, and (b) after an acceleration of the obligations under the
Credit Agreement but prior to the date upon which the Credit Agreement has terminated by its terms
and all of the obligations thereunder have been paid in full, Lenders holding in the aggregate more
than 50% of the total amount of the Secured Obligations, such total amount to be as determined by
the Agent in its reasonable discretion.



     “Section” means a numbered section of this Security Agreement, unless another document
is specifically referenced.



     “Secured Obligations” is defined in the Credit Agreement.



     “Securities Account” is defined in Section 4.5 hereof.



     “Securities Intermediary” shall have the meaning set forth in Article 8 of the UCC.



     “Security” has the meaning set forth in Article 8 of the UCC.



     “Stock Rights” means all dividends, instruments or other distributions and any other
right or property which the Grantors shall receive or shall become entitled to receive for any
reason whatsoever with respect to, in



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substitution for or in exchange for any Equity Interests
constituting Collateral, any right to receive Equity
Interests and any right to receive earnings, in which the Grantors now have or hereafter
acquire any right, issued by an issuer of such Equity Interests.



     “Supporting Obligations” shall have the meaning set forth in Article 9 of the UCC.



     “Trademarks” means, with respect to any Person, all of such Person’s right, title, and
interest in and to the following: (a) all trademarks (including service marks), trade names, trade
dress, and trade styles and the registrations and applications for registration thereof and the
goodwill of the business symbolized by the foregoing; (b) all licenses of the foregoing, whether as
licensee or licensor; (c) all renewals of the foregoing; (d) all income, royalties, damages, and
payments now or hereafter due or payable with respect thereto, including, without limitation,
damages, claims, and payments for past and future infringements thereof; (e) all rights to sue for
past, present, and future infringements of the foregoing, including the right to settle suits
involving claims and demands for royalties owing; and (f) all rights corresponding to any of the
foregoing throughout the world.



     “UCC” means the Uniform Commercial Code, as in effect from time to time, of the State
of Michigan or of any other state the laws of which are required as a result thereof to be applied
in connection with the attachment, perfection or priority of, or remedies with respect to,
Administrative Agent’s or any Lender’s Lien on any Collateral.



     The foregoing definitions shall be equally applicable to both the singular and plural forms of
the defined terms.



ARTICLE II

GRANT OF SECURITY INTEREST




     Each Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and
for the ratable benefit of the Lenders, a security interest in all of its right, title and interest
in, to and under all personal property and other assets, whether now owned by or owing to, or
hereafter acquired by or arising in favor of such Grantor (including under any trade name or
derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor,
and regardless of where located (all of which will be collectively referred to as the
“Collateral”), including:




	 	(i)	 	all Accounts;
	 
	 	(ii)	 	all Chattel Paper;
	 
	 	(iii)	 	all Copyrights, Patents and Trademarks;
	 
	 	(iv)	 	all Documents;
	 
	 	(v)	 	all Equipment;
	 
	 	(vi)	 	all Fixtures;
	 
	 	(vii)	 	all General Intangibles;
	 
	 	(viii)	 	all Goods;
	 
	 	(ix)	 	all Instruments;
	 
	 	(x)	 	all Inventory;
	 
	 	(xi)	 	all Investment Property;




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	 	(xii)	 	all cash or cash equivalents;
	 
	 	(xiii)	 	all letters of credit, Letter-of-Credit Rights and Supporting Obligations;
	 
	 	(xiv)	 	all Deposit Accounts with any bank or other financial institution;
	 
	 	(xv)	 	all Commercial Tort Claims;
	 
	 	(xvi)	 	all Farm Products;
	 
	 	(xvii)	 	and all accessions to, substitutions for and replacements, proceeds
(including Stock Rights), insurance proceeds and products of the
foregoing, together with all books and records, customer lists, credit
files, computer files, programs, printouts and other computer materials
and records related thereto and any General Intangibles at any time
evidencing or relating to any of the foregoing;




to secure the prompt and complete payment and performance of the Secured Obligations.



Notwithstanding the foregoing or any other provision of this Agreement, “Collateral” and the
defined terms used above to describe the Collateral shall not include equipment and other fixed
assets which are subject to a Permitted Lien that is a purchase money Lien to the extent the
agreement creating such Lien prohibits additional Liens on such equipment or other fixed assets
property or would constitute a breach or violation of any agreement relating thereto.




ARTICLE III

REPRESENTATIONS AND WARRANTIES




     Each Grantor represents and warrants to the Administrative Agent and the Lenders that:



     3.1. Title, Perfection and Priority. Such Grantor has good and valid rights in or the
power to transfer the Collateral and title to the Collateral with respect to which it has purported
to grant a security interest hereunder, free and clear of all Liens except for Liens permitted
under Section 4.1(e), and has full power and authority to grant to the Administrative Agent
the security interest in such Collateral pursuant hereto. When financing statements have been
filed in the appropriate offices against such Grantor in the locations listed on Exhibit H,
the Administrative Agent will have a fully perfected first priority security interest in that
Collateral of such Grantor in which a security interest may be perfected by filing, subject only to
Liens permitted under Section 4.1(e).



     3.2. Type and Jurisdiction of Organization, Organizational and Identification Numbers.
The type of entity of such Grantor, its state of organization, the organizational number issued to
it by its state of organization and its federal employer identification number are set forth on
Exhibit A.



     3.3. Principal Location. Such Grantor’s mailing address and the location of its place
of business (if it has only one) or its chief executive office (if it has more than one place of
business), are disclosed in Exhibit A; such Grantor has no other places of business except
those set forth in Exhibit A.



     3.4. Collateral Locations. All of such Grantor’s locations where Collateral is
located are listed on Exhibit A. All of said locations are owned by such Grantor except
for locations (i) which are leased by the Grantor as lessee and designated in Part VII(b)
of Exhibit A and (ii) at which Inventory is held in a public warehouse or is otherwise held
by a bailee or on consignment as designated in Part VII(c) of Exhibit A.



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     3.5. Deposit Accounts. All of such Grantor’s Deposit Accounts are listed on Part
I of Exhibit B.



     3.6. Securities Held by Securities Intermediary. All Securities held by such Grantor
through a Securities Intermediary are listed on Part I of Exhibit B in addition to
the following information with respect to such Securities: the name of the owning Grantor, the type
of account in which such Securities are held, the account number and the name and address of the
Securities Intermediary holding such Securities.



     3.7. Exact Names. Such Grantor’s name in which it has executed this Security
Agreement is the exact name as it appears in such Grantor’s organizational documents, as amended,
as filed with such Grantor’s jurisdiction of organization. Except as set forth in an amendment to
the organizational documents, the Grantor has not, during the past five years, been known by or
used any other corporate or fictitious name.



     3.8. Letter-of-Credit Rights and Chattel Paper. Exhibit C lists all
Letter-of-Credit Rights and Chattel Paper of such Grantor. All action by such Grantor necessary or
desirable to protect and perfect the Administrative Agent’s Lien on each item listed on Exhibit
C (including the delivery of all originals and the placement of a legend on all Chattel Paper
as required hereunder) has been duly taken. The Administrative Agent will have a fully perfected
first priority security interest in the Collateral listed on Exhibit C, subject only to
Liens permitted under Section 4.1(e).



     3.9. Accounts and Chattel Paper. The names of the obligors, amounts owing, due dates
and other information with respect to its Accounts and Chattel Paper are and will be correctly
stated in all records of the Grantor relating thereto and in all invoices and reports with respect
thereto furnished to the Administrative Agent by such Grantor from time to time. As of the time
when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have
represented and warranted that such Account or Chattel Paper, as the case may be, and all records
relating thereto, are genuine and in all respects what they purport to be.



     3.10. Inventory. With respect to any of its Inventory, (a) all material Inventory is
located at one of the locations set forth on Exhibit A designated as a location of
Collateral for such Grantor and (b) such Grantor has good and indefeasible and merchantable title
to such Inventory and such Inventory is not subject to any Lien or security interest or document
whatsoever except for the Lien granted to the Administrative Agent, for the benefit of the
Administrative Agent and Lenders, and except for Permitted Liens.



     3.11. Intellectual Property. Such Grantor does not have any interest in, or title to,
any Patent, Trademark or Copyright except (i) as set forth in Exhibit D and (ii) with
respect to any rights of Grantor as licensee under any License of any Patent, Trademark or
Copyright. This Security Agreement is effective to create a valid and continuing Lien and, upon
filing of appropriate financing statements in the offices listed on Exhibit H and this
Security Agreement with the United States Copyright Office and the United States Patent and
Trademark Office, fully perfected first priority security interests in favor of the Administrative
Agent on such Grantor’s Patents, Trademarks and Copyrights, such perfected security interests are
enforceable as such as against any and all creditors of and purchasers from the Grantor, and all
action by such Grantor necessary or desirable to protect and perfect the Administrative Agent’s
Lien on such Grantor’s Patents, Trademarks or Copyrights shall have been duly taken.



     3.12. Filing Requirements. None of its Equipment is covered by any certificate of
title, except for the vehicles described in Part I of Exhibit E. None of the Collateral
owned by it is of a type for which security interests or liens may be perfected by filing under any
federal statute except for (a) the vehicles described in Part II of Exhibit E and (b)
Patents, Trademarks and Copyrights held by such Grantor and described in Exhibit D. The
legal description, county and street address of each property on which any Fixtures are located is
set forth in Exhibit F together with the name and address of the record owner of each such
property.



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     3.13. No Financing Statements, Security Agreements. No financing statement or
security agreement describing all or any portion of the Collateral which has not lapsed or been
terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except
(a) for financing statements or security agreements
naming the Administrative Agent on behalf of the Lenders as the secured party and (b) as
permitted by Section 4.1(e).



     3.14. Pledged Collateral.



          (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned
by such Grantor and not held by a Securities Intermediary. Such Grantor is the direct, sole
beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as
being owned by it, free and clear of any Liens, except for the security interest granted to the
Administrative Agent for the benefit of the Lenders hereunder. Such Grantor further represents and
warrants that (i) all Pledged Collateral owned by it constituting Equity Interests has been (to the
extent such concepts are relevant with respect to such Pledged Collateral and, if the issuer of
such Pledged Collateral is not controlled by such Grantor, this representation is made to the best
of such Grantor’s knowledge) duly authorized, validly issued, are fully paid and non-assessable,
(ii) with respect to any certificates delivered to the Administrative Agent representing Equity
Interests, either such certificates are Securities as defined in Article 8 of the UCC as a result
of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor
has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect
its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a
securities intermediary is covered by a Control Agreement among such Grantor, the securities
intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control
and (iv) all Pledged Collateral which represents debt or similar obligations owed to such Grantor
has, to the knowledge of such Grantor (1) been duly authorized, authenticated or issued and
delivered by the issuer of such debt or similar obligation, and (2), is the legal, valid and
binding obligation of such issuer and such issuer is not in default thereunder.




          (b) In addition, (i) none of the Pledged Collateral owned by any Grantor and issued by a
Person controlled by it has been issued or transferred in violation of the securities registration,
securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be
subject, (ii) there are existing no options, warrants, calls or commitments of any character
whatsoever relating to such Pledged Collateral or which obligate the issuer of any Equity Interests
included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent,
approval, authorization, or other action by, and no giving of notice, filing with, any governmental
authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral
pursuant to this Security Agreement or for the execution, delivery and performance of this Security
Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other
rights provided for in this Security Agreement or for the remedies in respect of the Pledged
Collateral pursuant to this Security Agreement, except as may be required in connection with such
disposition by laws affecting the offering and sale of securities generally.




          (c) Except as set forth in Exhibit G, such Grantor owns 100% of the issued and
outstanding Equity Interests which constitutes Pledged Collateral and none of the Pledged
Collateral which represents debt or similar obligations owed to such Grantor is subordinated in
right of payment to other debt or similar obligations or subject to the terms of an indenture.




     3.14 Authorization and Validity. Each Grantor has the power and authority and legal
right to execute and deliver this Security Agreement and to perform its obligations thereunder.
The execution and delivery by each Grantor of this Security Agreement and the performance of its
obligations thereunder have been duly authorized by proper corporate or limited liability company
proceedings, and this Security Agreement constitutes the legal, valid and binding obligation of
each Grantor, enforceable against each Grantor in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, fraudulent



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transfer or similar laws
affecting the enforcement of creditors’ rights generally. Neither the execution and delivery by
any Grantor of this Security Agreement, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof will violate (i) any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on any Grantor, (ii) any Grantor’s
articles or certificate of incorporation, partnership agreement,
certificate of partnership, articles or certificate of organization, by-laws, or operating or other
management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or
agreement to which any Grantor is a party or is subject, or by which it, or its assets, is bound,
or conflict with or constitute a default thereunder, or result in, or require, the creation or
imposition of any Lien in, of or on the assets of any Grantor pursuant to the terms of any such
indenture, instrument or agreement. No order, consent, adjudication, approval, license,
authorization, or validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority, or any subdivision
thereof, which has not been obtained by any Grantor, is required to be obtained by any Grantor in
connection with the execution, delivery and performance of this Security Agreement.



     3.15 Commercial Tort Claims. It has no Commercial Tort Claims as of the date hereof.



ARTICLE IV

COVENANTS




     From the date of this Security Agreement, and thereafter until this Security Agreement is
terminated, each Grantor agrees that:



     4.1. General.



          (a) Collateral Records. Such Grantor will maintain complete and accurate
books and records with respect to the Collateral owned by it, and furnish to the Administrative
Agent, with sufficient copies for each of the Lenders, such reports relating to such Collateral as
the Administrative Agent shall from time to time reasonably request.




          (b) Authorization to File Financing Statements; Ratification. Such Grantor
hereby authorizes the Administrative Agent to file, and if requested will deliver to the
Administrative Agent, all financing statements and other documents and take such other actions as
may from time to time be requested by the Administrative Agent in order to maintain a first
perfected security interest in and, if applicable, Control of, the Collateral owned by such
Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing
office in any UCC jurisdiction and may (i) indicate such Grantor’s Collateral (1) as all assets of
the Grantor or words of similar effect, regardless of whether any particular asset comprised in the
Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other
description which reasonably approximates the description contained in this Security Agreement, and
(ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency
or filing office acceptance of any financing statement or amendment, including (A) whether such
Grantor is an organization, the type of organization and any organization identification number
issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or
indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient
description of real property to which the Collateral relates. Such Grantor also agrees to furnish
any such information to the Administrative Agent promptly upon request. Such Grantor also ratifies
its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial
financing statements or amendments thereto if filed prior to the date hereof.




          (c) Further Assurances. Such Grantor shall take such further actions,
including the execution and delivery of additional security agreements and collateral assignments,
as may be requested by the Administrative Agent from time to time to more fully evidence and
perfect the Administrative Agent’s interest in the Collateral. Such Grantor will, if so requested
by the Administrative Agent, furnish to the Administrative




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Agent, statements and schedules further
identifying and describing the Collateral owned by it and such other reports and information in
connection with its Collateral as the Administrative Agent may reasonably request, all in such
detail as the Administrative Agent may specify. Such Grantor also agrees to take any and all
actions necessary to defend title to the Collateral owned by it against all persons and to defend
the security interest of the
Administrative Agent in its Collateral and the priority thereof against any Lien not expressly
permitted hereunder. Upon the request of the Administrative Agent, each Grantor shall use
commercially reasonable efforts to obtain a landlord waiver or other agreement, in form and
substance satisfactory to the Administrative Agent, between the Administrative Agent and any third
party (including any bailee, consignee, customs broker, or other similar Person) in possession of
any material Collateral to the extent requested by the Administrative Agent. Each Grantor shall
timely and fully pay and perform its obligations under all leases and other agreements with respect
to each leased location or third party warehouse where any Collateral is or may be located.




          (d) Disposition of Collateral. Such Grantor will not sell, lease or
otherwise dispose of the Collateral owned by it except for dispositions specifically permitted
pursuant to the Credit Agreement.




          (e) Liens. Such Grantor will not create, incur, or suffer to exist any Lien
on the Collateral owned by it except (i) the security interest created by this Security Agreement
and (ii) other Permitted Liens.




          (f) Other Financing Statements. Such Grantor will not authorize the filing
of any financing statement naming it as debtor covering all or any portion of the Collateral owned
by it, except as permitted by Section 4.1(e). Such Grantor acknowledges that it is not
authorized to file any financing statement or amendment or termination statement with respect to
any financing statement without the prior written consent of the Administrative Agent, subject to
such Grantor’s rights under Section 9-509(4)(b) of the UCC.




          (g) Locations, Names, Etc. Such Grantor shall not (a) change its name as it
appears in official filings in the state of its incorporation or organization, (b) change its chief
executive office, principal place of business, mailing address, corporate offices or warehouses or
locations at which Collateral is held or stored, or the location of its records concerning the
Collateral as set forth in this Security Agreement, (c) change the type of entity that it is, (d)
change its organization identification number, if any, issued by its state of incorporation or
other organization, or (e) change its state of incorporation or organization, in each case, unless
the Administrative Agent shall have received at least thirty days prior written notice of such
change and the Administrative Agent shall have acknowledged in writing that either (1) such change
will not adversely affect the validity, perfection or priority of the Administrative Agent’s
security interest in the Collateral, or (2) any reasonable action requested by the Administrative
Agent in connection therewith has been completed or taken (including any action to continue the
perfection of any Liens in favor of the Administrative Agent, on behalf of Lenders, in any
Collateral), provided that, any new location shall be in the continental U.S.




          (h) Compliance with Terms. Such Grantor will perform and comply with all
obligations in respect of the Collateral owned by it and all agreements to which it is a party or
by which it is bound relating to such Collateral.




     4.2. Receivables.



          (a) Certain Agreements on Receivables. Such Grantor will not make or agree to make
any discount, credit, rebate or other reduction in the original amount owing on a Receivable or
accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to
the occurrence of a Default, such Grantor may reduce the amount of Accounts arising from the
performance of services in accordance with its present policies and in the ordinary course of
business.




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          (b) Collection of Receivables. Except as otherwise provided in this Security
Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due
or hereafter due to such Grantor under the Receivables owned by it, and will at all times (whether
or not a Default then exists) promptly cause all proceeds of Receivables to be deposited into a
Control Account.




          (c) Delivery of Invoices. Such Grantor will deliver to the Administrative Agent
within two Business Days its request after the occurrence and during the continuation of a Default
duplicate invoices with respect to each Account owned by it bearing such language of assignment as
the Administrative Agent shall specify.




          (d) Disclosure of Counterclaims on Receivables. If any material (i) discount, credit
or agreement to make a rebate or to otherwise reduce the amount owing on any Receivable not in the
ordinary course owned by such Grantor exists or (ii) if, to the knowledge of such Grantor, any
material dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened
with respect to any such Receivable, such Grantor will promptly disclose such fact to the
Administrative Agent in writing.




          (e) Electronic Chattel Paper. Such Grantor shall take all commercially reasonable
steps necessary to grant the Administrative Agent Control of all electronic chattel paper in
accordance with the UCC and all “transferable records” as defined in each of the Uniform Electronic
Transactions Act and the Electronic Signatures in Global and National Commerce Act.




     4.3. Inventory and Equipment.



          (a) Maintenance of Goods. Such Grantor will do all things necessary to maintain,
preserve, protect and keep its Inventory and the Equipment in good repair and working and saleable
condition, except for damaged or defective goods arising in the ordinary course of such Grantor’s
business and except for ordinary wear and tear in respect of the Equipment.




          (b) Insurance. Such Grantor will (i) maintain fire and extended coverage insurance on
the Inventory and Equipment containing a lender’s loss payable clause in favor of the
Administrative Agent, on behalf of the Lenders, and providing that said insurance will not be
terminated except after at least 30 days’ written notice from the insurance company to the
Administrative Agent, (ii) maintain such other insurance on the Collateral for the benefit of the
Administrative Agent as may be required by law or as the Administrative Agent shall from time to
time request, (iii) furnish to the Administrative Agent upon the request of the Administrative
Agent from time to time the originals of all policies of insurance on the Collateral and
certificates with respect to such insurance and (iv) maintain general liability insurance. All
insurance policies required hereunder shall name the Administrative Agent (for the benefit of the
Administrative Agent and the Lenders) as an additional insured or as lender loss payee, as
applicable, and shall contain lender loss payable clauses or mortgagee clauses in form and
substance satisfactory to the Administrative Agent.




          (c) Titled Vehicles. Upon the request of the Administrative Agent, such Grantor will
give the Administrative Agent notice of its acquisition of any vehicle covered by a certificate of
title and deliver to the Administrative Agent, the original of any vehicle title certificate and
provide and/or file all other documents or instruments necessary to have the Lien of the
Administrative Agent noted on any such certificate or with the appropriate state office.




     4.4. Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor
will (a) deliver to the Administrative Agent immediately upon execution of this Security Agreement
the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it
(if any then exist), (b) hold in trust for the Administrative Agent upon receipt and within two
Business Days thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and
Instruments constituting Collateral, (c) upon the Administrative Agent’s



10









 







request, deliver to the
Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and
within two Business Days deliver to the Administrative Agent) any Document evidencing or
constituting Collateral and (d) upon the Administrative Agent’s request, deliver to the
Administrative Agent a duly executed amendment to this Security Agreement, in the form of
Exhibit I hereto (the “Amendment”), pursuant to which such Grantor will pledge such
additional Collateral. Such Grantor hereby authorizes the Administrative Agent to
attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by
it set forth in such Amendments shall be considered to be part of the Collateral. If any Equity
Interests owned by any Grantor shall at any time constitute a Security or, to the knowledge of such
Grantor, the issuer of any such Equity Interests shall take any action to have such interests
treated as a Security, then such Grantor shall give prompt written notice thereof to the
Administrative Agent and (i) cause all certificates or other documents constituting such Security
to be delivered to the Administrative Agent and, if within the control of such Grantor, cause such
Security to be properly defined as such under Article 8 of the UCC of the applicable jurisdiction,
whether as a result of actions by the issuer thereof or otherwise, or (ii) take all commercially
reasonable action to cause the issuer of such Security or a securities intermediary relating to
such Security to enter into a Control Agreement with the Administrative Agent and, if within the
control of such Grantor, cause such Security to be properly defined as such under Article 8 of the
UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or
otherwise.



     4.5. Uncertificated Pledged Collateral. Such Grantor will permit the Administrative
Agent from time to time to cause the appropriate issuers (and, if held with a securities
intermediary, such securities intermediary) of uncertificated securities or other types of Pledged
Collateral owned by it not represented by certificates to mark their books and records with the
numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral
not represented by certificates and all rollovers and replacements therefor to reflect the Lien of
the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged
Collateral owned by it, such Grantor will (a) give prompt written notice to the Administrative
Agent of the acquisition or existence of any uncertificated securities which are Pledged
Collateral, and (b) take any actions necessary to cause (i) the issuers of uncertificated
securities which are Pledged Collateral and (ii) any securities intermediary which is the holder of
any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such
Pledged Collateral. Without limiting the foregoing, such Grantor (a) will, with respect to any
such Pledged Collateral held with a securities intermediary, give prompt written notice to the
Administrative Agent of the existence of such Pledged Collateral and take all commercially
reasonable action necessary to cause such securities intermediary to enter into a Control Agreement
with the Administrative Agent giving the Administrative Agent Control over such Pledged Collateral
and any account into which such Pledged Collateral is deposited (a “Securities Account”),
and (b) will not, at any time, permit uncertificated securities constituting Pledged Collateral
with an aggregate fair market value in excess of $100,000 to be held in any Securities Account not
subject to a Control Agreement.



     4.6. Pledged Collateral.



          (a) Changes in Capital Structure of Issuers. Such Grantor will not (i) permit or
suffer any issuer (if such issuer is controlled by such Grantor) of Equity Interests constituting
Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Equity Interests or
other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or
substantially all of its assets (except for Permitted Liens and sales of assets permitted pursuant
to Section 4.1(d)) or merge or consolidate with any other entity, or (ii) vote any such
Pledged Collateral in favor of any of the foregoing.




          (b) Issuance of Additional Securities. Such Grantor will not permit or suffer the
issuer (if such issuer is controlled by such Grantor) of Equity Interests constituting Pledged
Collateral owned by it to issue additional Equity Interests, any right to receive the same or any
right to receive earnings, except to such Grantor.

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          (c) Registration of Pledged Collateral. Such Grantor will permit any registerable
Pledged Collateral owned by it to be registered in the name of the Administrative Agent or its
nominee at any time at the option of the Required Lenders.




          (d) Exercise of Rights in Pledged Collateral.





(i) Without in any way limiting the foregoing and subject to clause (ii)
below, such Grantor shall have the right to exercise all voting rights or
other rights relating to the Pledged Collateral owned by it for all purposes
not inconsistent with this Security Agreement, the Credit Agreement or any
other Loan Document; provided however, that no vote or other right shall be
exercised or action taken which would have the effect of impairing the rights
of the Administrative Agent in respect of such Pledged Collateral.




(ii) Such Grantor will permit the Administrative Agent or its nominee at any
time after the occurrence of a Default, without notice, to exercise all voting
rights or other rights relating to the Pledged Collateral owned by it,
including, without limitation, exchange, subscription or any other rights,
privileges, or options pertaining to any Equity Interests or Investment
Property constituting such Pledged Collateral as if it were the absolute owner
thereof.




(iii) Such Grantor shall be entitled to collect and receive for its own use
all cash dividends and interest paid in respect of the Pledged Collateral to
the extent not in violation of the Credit Agreement other than any of
the following distributions and payments (collectively referred to as the
“Excluded Payments”): (A) dividends and interest paid or payable other
than in cash in respect of any Pledged Collateral, and instruments and other
property received, receivable or otherwise distributed in respect of, or in
exchange for, any Pledged Collateral; (B) dividends and other distributions
paid or payable in cash in respect of any Pledged Collateral in connection
with a partial or total liquidation or dissolution or in connection with a
reduction of capital, capital surplus or paid-in capital of an issuer; and (C)
cash paid, payable or otherwise distributed, in respect of principal of, or in
redemption of, or in exchange for, any Pledged Collateral; provided however,
that until actually paid, all rights to such distributions shall remain
subject to the Lien created by this Security Agreement; and




(iv) All Excluded Payments and all other distributions in respect of any of
the Pledged Collateral, whenever paid or made, shall be delivered to the
Administrative Agent to hold as Pledged Collateral and shall, if received by
such Grantor, be received in trust for the benefit of the Administrative
Agent, be segregated from the other property or funds of such Grantor, and be
forthwith delivered to the Administrative Agent as Pledged Collateral in the
same form as so received (with any necessary endorsement).



     4.7. Intellectual Property.



          (a) Upon the occurrence and during the continuance of a Default, such Grantor will use its
commercially reasonable efforts to secure all consents and approvals necessary or appropriate for
the assignment to or benefit of the Administrative Agent of any License held by such Grantor and to
enforce the security interests granted hereunder.




          (b) Unless such Grantor shall reasonably determine in good faith that such Patent, Trademark
or Copyright is not material to the conduct of such Grantor’s business, such Grantor shall promptly





12









 







notify the Administrative Agent if it knows or has reason to know that any application or
registration relating to any Patent, Trademark or Copyright (now or hereafter existing) may become
abandoned or dedicated, or of any adverse determination or development (including the institution
of, or any such determination or development in, any proceeding in the United States Patent and
Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s
ownership of any Patent, Trademark or Copyright, its right to register the same, or to keep and
maintain the same.




          (c) Within 45 days after an event that materially changes Exhibit D, the Grantors shall
deliver to the Administrative Agent an updated Exhibit D hereto, including any changes
thereto since the last such Exhibit D was delivered. Exhibit D shall be deemed
automatically revised thereby upon such delivery to the Administrative Agent and the Grantors shall
be deemed have made all representations and warranties in Section 3.10 hereof as to such updated
Exhibit D as of the date it is delivered to the Agent. Upon request of the Administrative
Agent, each Grantor shall execute and deliver any and all security agreements as the Administrative
Agent may request to evidence the Administrative Agent’s first priority security interest on such
Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or
represented thereby.




          (d) Such Grantor shall take all actions reasonably necessary or reasonably requested by the
Administrative Agent to maintain and pursue each application, to obtain the relevant registration
and to maintain the registration of each of its Patents, Trademarks and Copyrights (now or
hereafter existing), including the filing of applications for renewal, affidavits of use,
affidavits of noncontestability and opposition and interference and cancellation proceedings,
unless such Grantor shall reasonably determine in good faith that such Patent, Trademark or
Copyright is not material to the conduct of such Grantor’s business.




          (e) Such Grantor shall, unless it shall reasonably determine that such Patent, Trademark or
Copyright is not material to the conduct of its business or operations, appropriately sue for
infringement, misappropriation or dilution and to recover any and all damages for such
infringement, misappropriation or dilution, and shall take such other actions as the Administrative
Agent shall deem appropriate under the circumstances to protect such Patent, Trademark or
Copyright. In the event that such Grantor institutes suit because any of its Patents, Trademarks
or Copyrights constituting Collateral is infringed upon, or misappropriated or diluted by a third
party, such Grantor shall comply with Section 4.8.




     4.8. Commercial Tort Claims. Such Grantor shall promptly, and in any event within two
Business Days after the same is acquired by it, notify the Administrative Agent of any Commercial
Tort Claim acquired by it and, unless the Administrative Agent otherwise consents, such Grantor
shall provide the Administrative Agent with a specific description thereof (i.e. parties,
description of the dispute, case number, etc.) and enter into an amendment to this Security
Agreement, in the form of Exhibit I hereto, granting to Administrative Agent a first
priority security interest in such Commercial Tort Claim.



     4.9. Letter-of-Credit Rights. If such Grantor is or becomes the beneficiary of a
letter of credit, it shall promptly, and in any event within two Business Days after becoming a
beneficiary, notify the Administrative Agent thereof and take all commercially reasonable actions
to cause the issuer and/or confirmation bank to consent to the assignment of any Letter-of-Credit
Rights to the Administrative Agent, all in form and substance reasonably satisfactory to the
Administrative Agent.



     4.10. Federal, State or Municipal Claims. Such Grantor will promptly notify the
Administrative Agent of any Collateral which constitutes a claim against the United States
government or any state or local government or any instrumentality or agency thereof, the
assignment of which claim is restricted by federal, state or municipal law.



13









 





     4.11. Deposit Accounts. Each Grantor will (a) give prompt written notice to the
Administrative Agent of the opening or existence of any Deposit Account not disclosed on
Exhibit B hereto, (b) upon the Administrative Agent’s request, take all commercially
reasonable actions to cause each bank or other financial institution in which it maintains (i) any
Deposit Account (other than accounts used exclusively for payroll (“Payroll Accounts”)) to enter
into a Control Agreement with the Administrative Agent with respect such Deposit Account or (ii)
other deposits (whether general or special, time or demand, provisional or final, but excluding
Payroll Accounts) to be notified of the security interest granted to the Administrative Agent
hereunder and to acknowledge such
notification in writing, (c) upon the Administrative Agent’s request after the occurrence and
during the continuance of a Default, deliver to each such bank or other financial institution a
letter, in form and substance acceptable to the Administrative Agent, transferring ownership of the
Deposit Account (other than Payroll Accounts) to the Administrative Agent or transferring dominion
and control over each such other deposit to the Administrative Agent until such time as no Default
exists, and (d) not, at any time, permit more than $100,000 in the aggregate to be held in a
Deposit Account (other than Payroll Accounts) not subject to a Control Agreement.



     4.12 No Interference. Such Grantor agrees that it will not interfere with any right,
power and remedy of the Administrative Agent provided for in this Security Agreement or now or
hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of
the exercise by the Administrative Agent of any one or more of such rights, powers or remedies.



     4.13 Collateral Access Agreements. Each Grantor shall use commercially reasonable
efforts to obtain a Collateral Access Agreement from the lessor of each leased property, bailee or
consignee with respect to any warehouse, processor or other location where any material Collateral
is stored or located. Each Grantor shall timely and fully pay and perform its material obligations
under all leases and other agreements with respect to each leased location or third party warehouse
where any Collateral is or may be located.



ARTICLE V

DEFAULTS AND REMEDIES




     5.1. Defaults. The occurrence of any one or more of the following events shall
constitute a Default hereunder:



          (a) Any representation or warranty made by or on behalf of any Grantor under this Security
Agreement, or other document delivered herewith, shall be materially false as of the date on which
made.




          (b) The breach by any Grantor of any of the terms or provisions of Article IV or
Article VII.




          (c) The breach by any Grantor (other than a breach which constitutes a Default under any other
Section of this Article V) of any of the terms or provisions of this Security Agreement
which is not remedied within ten days after such breach.




          (d) Any of the Secured Obligations shall be accelerated or shall not be paid at final
maturity.




          (e) The occurrence of any “Event of Default” under, and as defined in, the Credit Agreement.




     5.2. Remedies.



14









 





          (a) Upon the occurrence of a Default, the Administrative Agent may, with the concurrence or at
the direction of the Required Lenders, exercise any right or remedy available to it under
applicable law, including, without limitation, the following rights and remedies:





(i) those rights and remedies provided in this Security Agreement,
the Credit Agreement, or any other Loan Document; provided that, this
Section 5.2(a) shall not be understood to limit any rights or remedies
available to the Administrative Agent and the Lenders prior to a Default;




(ii) those rights and remedies available to a secured party under
the UCC (whether or not the UCC applies to the affected Collateral) or under
any other applicable law (including, without limitation, any law governing the
exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in
default under a security agreement;




(iii) give notice of sole control or any other instruction permitted
under any Control Agreement with respect to any Deposit Account or Securities
Account or under any other control agreement with respect to any other
Collateral and take any action therein with respect to such Collateral;




(iv) without notice (except as specifically provided in Section
8.1 or elsewhere herein), demand or advertisement of any kind to any
Grantor or any other Person, enter the premises of any Grantor where any
Collateral is located (through self-help and without judicial process) to
collect, receive, assemble, process, appropriate, sell, lease, assign, grant
an option or options to purchase or otherwise dispose of, deliver, or realize
upon, the Collateral or any part thereof in one or more parcels at public or
private sale or sales (which sales may be adjourned or continued from time to
time with or without notice and may take place at any Grantor’s premises or
elsewhere), for cash, on credit or for future delivery without assumption of
any credit risk, and upon such other terms as the Administrative Agent may
deem commercially reasonable; and




(v) concurrently with written notice to the applicable Grantor,
transfer and register in its name or in the name of its nominee the whole or
any part of the Pledged Collateral, to exchange certificates or instruments
representing or evidencing Pledged Collateral for certificates or instruments
of smaller or larger denominations, to exercise the voting and all other
rights as a holder with respect thereto, to collect and receive all cash
dividends, interest, principal and other distributions made thereon and to
otherwise act with respect to the Pledged Collateral as though the
Administrative Agent was the outright owner thereof.



          (b) The Administrative Agent, on behalf of the Lenders, may comply with any applicable state
or federal law requirements in connection with a disposition of the Collateral and compliance will
not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.




          (c) The Administrative Agent shall have the right upon any such public sale or sales and, to
the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of
the Administrative Agent and the Lenders, the whole or any part of the Collateral so sold, free of
any right of equity redemption, which equity redemption each Grantor hereby expressly releases.




15









 








          (d) Until the Administrative Agent is able to effect a sale, lease, or other disposition of
Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part
thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its
value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative
Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of
Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the
Administrative Agent and Lenders), with respect to such appointment without prior notice or hearing
as to such appointment.




          (e) Notwithstanding the foregoing, neither the Administrative Agent nor the Lenders shall be
required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against,
any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment
of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to
any Collateral therefor or any direct or
indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured
Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii)
effect a public sale of any Collateral.




          (f) Each Grantor recognizes that the Administrative Agent may be unable to effect a public
sale of any or all of the Pledged Collateral and may be compelled to resort to one or more private
sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any
private sale may result in prices and other terms less favorable to the seller than if such sale
were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall
not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale
being private. The Administrative Agent shall be under no obligation to delay a sale of any of the
Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the
Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as
amended, or under applicable state securities laws, even if the applicable Grantor and the issuer
would agree to do so.




     5.3. Grantor’s Obligations Upon Default. Upon the request of the Administrative
Agent after the occurrence of a Default, each Grantor will:



          (a) assemble and make available to the Administrative Agent the Collateral and all books and
records relating thereto at any place or places specified by the Administrative Agent, whether at a
Grantor’s premises or elsewhere;




          (b) permit the Administrative Agent, by the Administrative Agent’s representatives and agents,
to enter any premises where all or any part of the Collateral, or the books and records relating
thereto, or both, are located, to take possession of all or any part of the Collateral or the books
and records relating thereto, or both, to remove all or any part of the Collateral or the books and
records relating thereto, or both, and to conduct sales of the Collateral;




          (c) furnish to the Administrative Agent, or cause an issuer of Pledged Collateral to furnish
to the Administrative Agent, any information regarding the Pledged Collateral in such detail as the
Administrative Agent may specify;




          (d) take, or cause (if within its control and, if not within its control, use commercially
reasonably efforts to cause) an issuer of Pledged Collateral to take, any and all reasonable
actions necessary to register or qualify the Pledged Collateral to enable the Administrative Agent
to consummate a public sale or other disposition of the Pledged Collateral; and




          (e) at its own expense, cause the independent certified public accountants then engaged by
each Grantor to prepare and deliver to the Administrative Agent and each Lender, at any time, and
from time to

16









 








time, promptly upon the Administrative Agent’s request, the following reports with
respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all
Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.




     5.4. Grant of Intellectual Property License. For the purpose of enabling the
Administrative Agent to exercise the rights and remedies under this Article V at such time
as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each
Grantor hereby (a) grants to the Administrative Agent, to the extent permitted by law and
reasonably necessary to permit the exercise of any of Administrative Agent’s rights or remedies
under this Article V, for the benefit of the Administrative Agent and the Lenders, an
irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to
any Grantor) to use, license or sublicense any Patent, Trademark, Copyright or other intellectual
property now owned or hereafter acquired by such Grantor, 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 and (b) irrevocably agrees that the Administrative
Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation
persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection
with any such sale or other enforcement of the Administrative Agent’s rights under this Security
Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and
any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the
Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to
such Grantor and sell such Inventory as provided herein.



ARTICLE VI

ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY




     6.1. Account Verification. The Administrative Agent may at any time, following and
during the continuance of a Default, in the Administrative Agent’s own name, in the name of a
nominee of the Administrative Agent, or in the name of any Grantor communicate (by mail, telephone,
facsimile or otherwise) with the Account Debtors of any such Grantor, parties to contracts with any
such Grantor and obligors in respect of Instruments of any such Grantor to verify with such
Persons, to the Administrative Agent’s satisfaction, the existence, amount, terms of, and any other
matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other
Receivables.



     6.2. Authorization for Lender to Take Certain Action.



          (a) Each Grantor irrevocably authorizes the Administrative Agent at any time and from time to
time in the sole discretion of the Administrative Agent and appoints the Administrative Agent as
its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing
statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to
maintain the perfection and priority of the Administrative Agent’s security interest in the
Collateral, (ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a
carbon, photographic or other reproduction of this Security Agreement or any financing statement
with respect to the Collateral as a financing statement and to file any other financing statement
or amendment of a financing statement (which does not add new collateral or add a debtor) in such
offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect
and to maintain the perfection and priority of the Administrative Agent’s security interest in the
Collateral, (iv) to contact and enter into one or more agreements with the issuers of
uncertificated securities which are Pledged Collateral or with securities intermediaries holding
Pledged Collateral as may be necessary or advisable to give the Administrative Agent Control over
such Pledged Collateral, (v) to apply the proceeds of any Collateral received by the Administrative
Agent to the Secured Obligations as provided in Section 7.3, (vi) to discharge past due
taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are
specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to
demand payment or enforce payment of the Receivables in the




17









 







name of the Administrative Agent or
such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of
money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or bill of
lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments
and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies with
respect to the collection of the Receivables and any other Collateral, (xi) to settle, adjust,
compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal
proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on
a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor,
(xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or
satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the
address for delivery of mail addressed to such Grantor to such address as the Administrative Agent
may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to
do all other acts and things necessary to exercise or enforce their rights under this Security
Agreement; and such Grantor agrees to reimburse the Administrative Agent on demand for any payment
made or any expense incurred by the Administrative Agent in
connection with any of the foregoing; provided that, this authorization shall not relieve such
Grantor of any of its obligations under this Security Agreement or under any other Loan Document.




          (b) All acts of said attorney or designee are hereby ratified and approved. The powers
conferred on the Administrative Agent, for the benefit of the Administrative Agent and Lenders,
under this Section 6.2 are solely to protect the Administrative Agent’s interests in the
Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise
any such powers. The Administrative Agent agrees that, except for the powers granted in
Section 6.2(a)(i), (iii) and (vi) and Section 6.2(a)(xvi), it shall not exercise
any power or authority granted to it unless a Default has occurred and is continuing.




     6.3. Proxy. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE AGENT AS ITS
PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.2 AND 4.6 ABOVE) WITH RESPECT TO ITS PLEDGED
COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO
DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE AGENT
AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS,
PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING
GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS
AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE
NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS
OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED COLLATERAL OR ANY
OFFICER OR THE AGENT THEREOF), UPON THE OCCURRENCE OF A DEFAULT.



     6.4. Nature of Appointment; Limitation of Duty. THE APPOINTMENT OF THE AGENT AS PROXY
AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH
SECTION 8.15. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE ADMINISTRATIVE AGENT,
NOR ANY LENDER, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE
OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING
SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO



18









 







EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.



ARTICLE VII

COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS; DEPOSIT ACCOUNTS




     7.1. Lockboxes. Upon request of the Administrative Agent after the occurrence and
during the continuance of a Default, each Grantor shall execute and deliver to the Administrative
Agent irrevocable lockbox agreements in the form provided by or otherwise acceptable to the
Administrative Agent, which agreements shall be accompanied by an acknowledgment by the bank where
the lockbox is located of the Lien of the Administrative Agent granted hereunder and of irrevocable
instructions to wire all amounts collected therein to a special collateral account at the
Administrative Agent.



     7.2. Collection of Receivables. The Administrative Agent may at any time after the
occurrence and during the continuance of a Default, by giving the Grantors written notice, elect to
require that the Receivables be
paid directly to the Administrative Agent for the benefit of the Lenders. In such event, each
Grantor shall, and shall permit the Administrative Agent to, promptly notify the account debtors or
obligors under the Receivables of the Lenders’ interest therein and direct such account debtors or
obligors to make payment of all amounts then or thereafter due under the Receivables directly to
the Administrative Agent. Upon receipt of any such notice from the Administrative Agent, each
Grantor shall thereafter hold in trust for the Administrative Agent, on behalf of the Lenders, all
amounts and proceeds received by it with respect to the Receivables and other Collateral and
immediately and at all times thereafter deliver to the Administrative Agent all such amounts and
proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any
necessary endorsements. The Administrative Agent shall hold and apply funds so received as
provided by the terms of Sections 7.3 and 7.4.



     7.3. Special Collateral Account. The Administrative Agent may at any time after the
occurrence and during the continuance of a Default require all cash proceeds of the Collateral to
be deposited in a special non-interest bearing cash collateral account with the Administrative
Agent and held there as security for the Secured Obligations. The Borrower shall have no control
whatsoever over said cash collateral account. If no Default has occurred and is continuing, the
Administrative Agent shall, within one business Day of receipt thereof, deposit the collected
balances in said cash collateral account into each Grantor’s general operating account with the
Administrative Agent. If any Default has occurred and is continuing, the Administrative Agent may
(and shall, at the direction of the Required Lenders), from time to time, apply the collected
balances in said cash collateral account to the payment of the Secured Obligations whether or not
the Secured Obligations shall then be due.



     7.4. Application of Proceeds. The proceeds of the Collateral to be applied to payment
of the Secured Obligations pursuant to Section 7.3 shall be applied by the Administrative
Agent to payment of the Secured Obligations in the order required by the Credit Agreement.



ARTICLE VIII

GENERAL PROVISIONS




     8.1. Waivers. Each Grantor hereby waives notice of the time and place of any public
sale or the time after which any private sale or other disposition of all or any part of the
Collateral may be made. To the extent such notice may not be waived under applicable law, any
notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in
Article IX, at least ten days prior to (i) the date of any such public sale or (ii) the
time after which any such private sale or other disposition may be made. To the maximum extent
permitted by applicable law, each Grantor waives all claims, damages, and demands against the
Administrative



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Agent or any Lender arising out of the repossession, retention or sale of the
Collateral, except such as arise solely out of the gross negligence or willful misconduct of the
Administrative Agent or such Lender as finally determined by a court of competent jurisdiction. To
the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes
the benefit and advantage of, and covenants not to assert against the Administrative Agent or any
Lender, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any
and all rights or defenses it may have as a surety now or hereafter existing which, but for this
provision, might be applicable to the sale of any Collateral made under the judgment, order or
decree of any court, or privately under the power of sale conferred by this Security Agreement, or
otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives
presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of
any kind in connection with this Security Agreement or any Collateral.



     8.2. Limitation on Administrative Agent’s and Lenders’ Duty with Respect to the
Collateral. The Administrative Agent shall have no obligation to clean-up or otherwise prepare
the Collateral for sale. The Administrative Agent and each Lender shall use reasonable care with
respect to the Collateral in its possession or under its control. Neither the Administrative Agent
nor any Lender shall have any other duty as to any Collateral in its possession or control or in
the possession or control of any agent or nominee of the Administrative Agent or
such Lender, or any income thereon or as to the preservation of rights against prior parties
or any other rights pertaining thereto. To the extent that applicable law imposes duties on the
Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor
acknowledges and agrees that it is commercially reasonable for the Administrative Agent (i) to fail
to incur expenses reasonably deemed significant by the Administrative Agent to prepare Collateral
for disposition or otherwise to transform raw material or work in process into finished goods or
other finished products for disposition, (ii) to fail to obtain third party consents for access to
Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain
governmental or third party consents for the collection or disposition of Collateral to be
collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or
other Persons obligated on Collateral or to remove Liens on or any adverse claims against
Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons
obligated on Collateral directly or through the use of collection agencies and other collection
specialists, (v) to advertise dispositions of Collateral through publications or media of general
circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other
Persons, whether or not in the same business as such Grantor, for expressions of interest in
acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers
to assist in the disposition of Collateral, whether or not the Collateral is of a specialized
nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of
assets of the types included in the Collateral or that have the reasonable capacity of doing so, or
that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail
markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi)
to purchase insurance or credit enhancements to insure the Administrative Agent against risks of
loss, collection or disposition of Collateral or to provide to the Administrative Agent a
guaranteed return from the collection or disposition of Collateral, or (xii) to the extent
reasonably deemed appropriate by the Administrative Agent, to obtain the services of other brokers,
investment bankers, consultants and other professionals to assist the Administrative Agent in the
collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of
this Section 8.2 is to provide non-exhaustive indications of what actions or omissions by
the Administrative Agent would be commercially reasonable in the Administrative Agent’s exercise of
remedies against the Collateral and that other actions or omissions by the Administrative Agent
shall not be deemed commercially unreasonable solely on account of not being indicated in this
Section 8.2. Without limitation upon the foregoing, nothing contained in this Section
8.2 shall be construed to grant any rights to any Grantor or to impose any duties on the
Administrative Agent that would not have been granted or imposed by this Security Agreement or by
applicable law in the absence of this Section 8.2.



     8.3. Compromises and Collection of Collateral. The Grantors and the Administrative
Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors
with respect to



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certain of the Receivables, that certain of the Receivables may be or become
uncollectible in whole or in part and that the expense and probability of success in litigating a
disputed Receivable may exceed the amount that reasonably may be expected to be recovered with
respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative
Agent may at any time and from time to time, if a Default has occurred and is continuing,
compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount
as the Administrative Agent in its sole discretion shall reasonably determine or abandon any
Receivable, and any such action by the Administrative Agent shall be commercially reasonable so
long as the Administrative Agent acts in good faith based on information known to it at the time it
takes any such action.



     8.4. Lender Performance of Debtor Obligations. Without having any obligation to do
so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to
perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative Agent
for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The
Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall
be a Secured Obligation payable on demand.



     8.5. Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees
that a breach of any of the covenants contained in Sections 4.1(d), 4.1(e),
4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10,
4.11, 4.12, 5.3, or 8.7 or in Article VII will cause irreparable injury to the
Administrative Agent and the Lenders, that the Administrative Agent and Lenders have no adequate
remedy at law in respect of such breaches and therefore agrees, without limiting the right of the
Administrative Agent or the Lenders to seek and obtain specific performance of other obligations of
the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in
the Sections referred to in this Section 8.5 shall be specifically enforceable against the
Grantors.



     8.6. Use and Possession of Certain Premises. Upon the occurrence and during the
continuance of a Default, the Administrative Agent shall be entitled to occupy and use any premises
owned or leased by any Grantor where any of the Collateral or any records relating to the
Collateral are located until the Secured Obligations are paid or the Collateral is removed
therefrom, whichever first occurs, without any obligation to pay any Grantor for such use and
occupancy.



     8.7. Dispositions Not Authorized. No Grantor is authorized to sell or otherwise
dispose of the Collateral except as set forth in Section 4.1(d) and notwithstanding any
course of dealing between any Grantor and the Administrative Agent or other conduct of the
Administrative Agent, no authorization to sell or otherwise dispose of the Collateral (except as
set forth in Section 4.1(d)) shall be binding upon the Administrative Agent or the Lenders
unless such authorization is in writing signed by the Administrative Agent with the consent or at
the direction of the Required Lenders.



     8.8. No Waiver; Amendments; Cumulative Remedies. No delay or omission of the
Administrative Agent or any Lender to exercise any right or remedy granted under this Security
Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an
acquiescence therein, and any single or partial exercise of any such right or remedy shall not
preclude any other or further exercise thereof or the exercise of any other right or remedy. No
waiver, amendment or other variation of the terms, conditions or provisions of this Security
Agreement whatsoever shall be valid unless in writing signed by the Administrative Agent with the
concurrence or at the direction of the Required Lenders and then only to the extent in such writing
specifically set forth. All rights and remedies contained in this Security Agreement or by law
afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders
until the Secured Obligations have been paid in full.



     8.9. Limitation by Law; Severability of Provisions. All rights, remedies and powers
provided in this Security Agreement may be exercised only to the extent that the exercise thereof
does not violate any applicable provision of law, and all the provisions of this Security Agreement
are intended to be subject to all applicable



21









 







mandatory provisions of law that may be controlling
and to be limited to the extent necessary so that they shall not render this Security Agreement
invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. Any
provision in this Security Agreement that is held to be inoperative, unenforceable, or invalid in
any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation, enforceability, or
validity of that provision in any other jurisdiction, and to this end the provisions of this
Security Agreement are declared to be severable.



     8.10. Reinstatement. This Security Agreement shall remain in full force and effect
and continue to be effective should any petition be filed by or against any Grantor for liquidation
or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any
creditor or creditors or should a receiver or trustee be appointed for all or any significant part
of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the Secured Obligations, or any part thereof, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent
conveyance,” or otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the
Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.



     8.11. Benefit of Agreement. The terms and provisions of this Security Agreement shall
be binding upon and inure to the benefit of the Grantors, the Administrative Agent and the Lenders
and their respective successors and assigns (including all persons who become bound as a debtor to
this Security Agreement), except that no Grantor shall have the right to assign its rights or
delegate its obligations under this Security Agreement or any interest herein, without the prior
written consent of the Administrative Agent. No sales of participations, assignments, transfers,
or other dispositions of any agreement governing the Secured Obligations or any portion thereof or
interest therein shall in any manner impair the Lien granted to the Administrative Agent, for the
benefit of the Administrative Agent and the Lenders, hereunder.



     8.12. Survival of Representations. All representations and warranties of the Grantors
contained in this Security Agreement shall survive the execution and delivery of this Security
Agreement.



     8.13. Taxes and Expenses. Any taxes (including income taxes) payable or ruled payable
by Federal or State authority in respect of this Security Agreement shall be paid by the Grantors,
together with interest and penalties, if any. The Grantors shall reimburse the Administrative
Agent for any and all out-of-pocket expenses and internal charges (including reasonable attorneys’,
auditors’ and accountants’ fees and reasonable time charges of attorneys, paralegals, auditors and
accountants who may be employees of the Administrative Agent) paid or incurred by the
Administrative Agent in connection with the preparation, execution, delivery, administration,
collection and enforcement of this Security Agreement and in the audit, analysis, administration,
collection, preservation or sale of the Collateral (including the expenses and charges associated
with any periodic or special audit of the Collateral). Any and all costs and expenses incurred by
the Grantors in the performance of actions required pursuant to the terms hereof shall be borne
solely by the Grantors.



     8.14. Headings. The title of and section headings in this Security Agreement are for
convenience of reference only, and shall not govern the interpretation of any of the terms and
provisions of this Security Agreement.



     8.15. Termination. This Security Agreement shall continue in effect (notwithstanding
the fact that from time to time there may be no Secured Obligations outstanding) until (i) the
Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured
Obligations have been indefeasibly paid and performed in full (or with respect to any outstanding
letters of credit that are part of the Secured Obligations, a cash deposit or supporting letter of
credit acceptable to the Lender that issued such letter of credit has been delivered to the
Administrative Agent) and no commitments of the Administrative Agent or the Lenders which



22









 







would
give rise to any Secured Obligations are outstanding. Upon the satisfaction in full of the
conditions for termination of this Security Agreement set forth above (i) this Security Agreement
and the security interest and Lien created hereby shall terminate and all rights to the Collateral
shall revert to the Grantors and (ii) the Administrative Agent will, upon the Grantors’ request and
at the Grantors’ expense, (A) return to the Grantors such of the Collateral as shall not have been
sold or otherwise disposed of or applied pursuant to the terms hereof and (B) execute and deliver
to the Grantors, without recourse, representation or warranty, such documents as the Grantors shall
reasonably request to evidence such termination.



     8.16. Entire Agreement. This Security Agreement embodies the entire agreement and
understanding between the Grantors and the Administrative Agent relating to the Collateral and
supersedes all prior agreements and understandings between the Grantors and the Administrative
Agent relating to the Collateral.



     8.17. CHOICE OF LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF MICHIGAN, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.



     8.18. CONSENT TO JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL COURT SITTING IN MICHIGAN OR MICHIGAN STATE COURT IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND EACH GRANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES, TO THE MAXIMUM
EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY
GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST
THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY
AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN MICHIGAN.



     8.19. WAIVER OF JURY TRIAL. EACH GRANTOR, THE AGENT AND EACH LENDER HEREBY WAIVE TRIAL
BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING
IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.



     8.20. Indemnity. Each Grantor hereby agrees to indemnify the Administrative Agent and
the Lenders, and their respective successors, assigns, agents and employees, from and against any
and all liabilities, damages, penalties, suits, costs, and expenses of any kind and nature
(including, without limitation, all expenses of litigation or preparation therefor whether or not
the Administrative Agent or any Lender is a party thereto) imposed on, incurred by or asserted
against the Administrative Agent or the Lenders, or their respective successors, assigns, agents
and employees, arising out of this Security Agreement, or the manufacture, purchase, acceptance,
rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other
disposition of any Collateral (including, without limitation, latent and other defects, whether or
not discoverable by the Administrative Agent or the Lenders or any Grantor, and any claim for
Patent, Trademark or Copyright infringement) except, claims, losses, damages, liabilities or
expenses of any kind and nature whatsoever



23









 







resulting solely and directly from the gross negligence
or willful misconduct the Administrative Agent or one or more of the Lenders or a combination
thereof as determined by a final judgment of a court of competent jurisdiction.



     8.21. Counterparts. This Security Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and any of the parties
hereto may execute this Security Agreement by signing any such counterpart.



ARTICLE IX

NOTICES




     9.1. Sending Notices. Any notice required or permitted to be given under this
Security Agreement shall be sent by United States mail, telecopier, personal delivery or nationally
established overnight courier service, and shall be deemed received (a) when transmitted and
confirmation of transmission received, if by hand or overnight courier service, or mailed by
certified or registered mail notices or (b) when sent, if sent by telecopier (except that, if not
given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next Business Day for the recipient), in each case addressed to the
Grantors at the
notice address set forth on Exhibit A, and to the Administrative Agent at the address set
forth next to its signature below or as otherwise designated in writing by the Administrative Agent
to the Grantors.



     9.2. Change in Address for Notices. Each of the Grantors and the Administrative Agent
may change the address for service of notice upon it by a notice in writing to the other parties.



ARTICLE X

THE ADMINISTRATIVE AGENT




     JPMorgan Chase Bank, N.A. has been appointed Administrative Agent for the Lenders hereunder
pursuant to the Credit Agreement. Each Lender, in accepting the benefits hereunder, acknowledges
and agrees to all of the exculpations, indemnifications and other protections provided to the
Administrative Agent under the Credit Agreement apply to the Administrative Agent hereunder. It is
expressly understood and agreed by the parties to this Security Agreement that any authority
conferred upon the Administrative Agent hereunder is subject to the terms of the delegation of
authority made by the Lenders to the Administrative Agent pursuant to the Credit Agreement, and
that the Administrative Agent has agreed to act (and any successor Administrative Agent shall act)
as such hereunder only on the express conditions contained in the Credit Agreement. Any successor
Administrative Agent appointed pursuant to the Credit Agreement shall be entitled to all the
rights, interests and benefits of the Administrative Agent hereunder.



[Signature Pages Follow]





24









 








     IN WITNESS WHEREOF, the Grantors and the Administrative Agent have executed this Security
Agreement as of the date first above written.



	 	 	 	 	 	 	 
	 	 	TECHTEAM GLOBAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marc J. Lichtman	 	 
	 

	 	 	 	 	 	 
	 	 	Title: Vice President, Chief Financial Officer and
Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	TECHTEAM CYNTERGY, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael A. Sosin	 	 
	 

	 	 	 	 	 	 
	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	TECHTEAM GOVERNMENT SOLUTIONS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dennis J. Kelly, Jr.	 	 
	 

	 	 	 	 	 	 
	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	SYTEL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dennis J. Kelly, Jr.	 	 
	 

	 	 	 	 	 	 
	 	 	Title: President	 	 






25









 






	 	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






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