EXECUTION
      VERSION

     

    
      

      

    

     

    GUARANTEE
      AND COLLATERAL AGREEMENT

     

    dated
      as
      of

     

    March
      30,
      2007,

     

    among

     

    SPECTRUM
      BRANDS, INC.,

     

    THE
      SUBSIDIARIES OF SPECTRUM
      BRANDS,
      INC.

    IDENTIFIED
      HEREIN

     

    and

     

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

     

    as
      the
      Collateral Agent

     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

     

    
      
        	
                ARTICLE
                  I

              
	 	 
	
                Definitions

              
	
                SECTION
                  1.01. Credit Agreement

              	
                1

              
	 	 
	
                SECTION
                  1.02. Other Defined Terms

              	
                1

              
	 	 
	
                ARTICLE
                  II

              
	 	 
	
                Guarantee

              
	 
	
                SECTION
                  2.01. Guarantee

              	
                5

              
	 	 
	
                SECTION
                  2.02. Guarantee of Payment

              	
                5

              
	 	 
	
                SECTION
                  2.03. No Limitations

              	
                6

              
	 	 
	
                SECTION
                  2.04. Reinstatement

              	
                6

              
	 	 
	
                SECTION
                  2.05. Agreement To Pay; Subrogation

              	
                7

              
	 	 
	
                SECTION
                  2.06. Information

              	
                7

              
	 	 
	
                ARTICLE
                  III

              
	 	 
	
                Pledge
                  of Securities

              
	 	 
	
                SECTION
                  3.01. Pledge

              	
                7

              
	 	 
	
                SECTION
                  3.02. Delivery of the Pledged Collateral

              	
                8

              
	 	 
	
                SECTION
                  3.03. Representations, Warranties and Covenants

              	
                8

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

              	
                10

              
	 	 
	
                SECTION
                  3.05. Registration in Nominee Name; Denominations

              	
                10

              
	 	 
	
                SECTION
                  3.06. Voting Rights; Dividends and Interest

              	
                10

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  IV

              
	 	 
	
                Security
                  Interests in Personal Property

              
	 	 
	
                SECTION
                  4.01. Security Interest

              	
                12

              
	 	 
	
                SECTION
                  4.02. Representations and Warranties

              	
                14

              
	 	 
	
                SECTION
                  4.03. Covenants

              	
                16

              
	 	 
	
                SECTION
                  4.04. Other Actions

              	
                19

              
	 	 
	
                SECTION
                  4.05. Covenants Regarding Patent, Trademark and Copyright
                  Collateral

              	
                21

              
	 	 
	
                ARTICLE
                  V

              
	 	 
	
                Remedies

              
	 	 
	
                SECTION
                  5.01. Remedies Upon Default

              	
                23

              
	 	 
	
                SECTION
                  5.02. Application of Proceeds

              	
                25

              
	 	 
	
                SECTION
                  5.03. Grant of License to Use Intellectual Property

              	
                25

              
	 	 
	
                SECTION
                  5.04. Securities Act

              	
                26

              
	 	 
	
                SECTION
                  5.05. Registration

              	
                26

              
	 	 
	
                ARTICLE
                  VI

              
	 	 
	
                Indemnity,
                  Subrogation and Subordination

              
	 	 
	
                SECTION
                  6.01. Indemnity and Subrogation

              	
                27

              
	 	 
	
                SECTION
                  6.02. Contribution and Subrogation

              	
                27

              
	 	 
	
                SECTION
                  6.03. Subordination

              	
                28

              
	 	 
	
                ARTICLE
                  VII

              
	 	 
	
                Miscellaneous

              
	 	 
	
                SECTION
                  7.01. Notices

              	
                28

              
	 	 
	
                SECTION
                  7.02. Waivers; Amendment

              	
                28

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

              	
                29

              
	 	 
	
                SECTION
                  7.04. Successors and Assigns

              	
                29

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  7.05. Survival of Agreement

              	
                30

              
	 	 
	
                SECTION
                  7.06. Counterparts; Effectiveness; Several Agreement

              	
                30

              
	 	 
	
                SECTION
                  7.07. Severability

              	
                30

              
	 	 
	
                SECTION
                  7.08. Right of Set-Off

              	
                31

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

              	
                31

              
	 	 
	
                SECTION
                  7.10. WAIVER OF JURY TRIAL

              	
                32

              
	 	 
	
                SECTION
                  7.11. Headings

              	
                32

              
	 	 
	
                SECTION
                  7.12. Security Interest Absolute

              	
                32

              
	 	 
	
                SECTION
                  7.13. Termination or Release

              	
                32

              
	 	 
	
                SECTION
                  7.14. Additional Subsidiaries

              	
                33

              
	 	 
	
                SECTION
                  7.15. Collateral Agent Appointed Attorney-in-Fact

              	
                33

              


      

    

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

       

    

    
      	
              Schedules

            	 	 
	
              Schedule
                I

            	 	
              Subsidiary
                Loan Parties

            
	
              Schedule
                II

            	 	
              Pledged
                Equity Interests; Debt Securities

            
	
              Schedule
                III

            	 	
              Intellectual
                Property

            
	
              Schedule
                IV

            	 	
              Commercial
                Tort Claims

            
	 	 	 
	
              Exhibits

            	 	 
	
              Exhibit
                I

            	 	
              Form
                of Supplement

            
	
              Exhibit
                II

            	 	
              Form
                of Perfection Certificate

            
	
              Exhibit
                III

            	 	
              Form
                of Trademark Security Agreement

            
	
              Exhibit
                IV

            	 	
              Form
                of Patent Security Agreement

            
	
              Exhibit
                V

            	 	
              Form
                of Copyright Security Agreement

            


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    GUARANTEE
      AND COLLATERAL AGREEMENT dated as of March 30, 2007, among SPECTRUM BRANDS,
      INC., a Wisconsin corporation (the “Borrower”),
      the
      Subsidiaries of the Borrower identified herein and GOLDMAN SACHS CREDIT PARTNERS
      L.P., as the Collateral Agent.

     

    Reference
      is made to the Credit Agreement dated as of March 30, 2007 (as amended,
      supplemented or otherwise modified from time to time, the “Credit
      Agreement”),
      among
      the Borrower, the Lenders party thereto, Goldman Sachs Credit Partners L.P.,
      as
      the Administrative Agent, the Collateral Agent and the Syndication Agent,
      Wachovia Bank, National Association, as the Deposit Agent, and Bank of America,
      N.A., as an LC Issuer. The Lenders and the LC Issuers have agreed to extend
      credit to the Borrower subject to the terms and conditions set forth in the
      Credit Agreement. The obligations of the Lenders and the LC Issuers to extend
      such credit are conditioned upon, among other things, the execution and delivery
      of this Agreement. The Subsidiary Loan Parties are Affiliates of the Borrower,
      will derive substantial benefits from the extension of credit to the Borrower
      pursuant to the Credit Agreement and are willing to execute and deliver this
      Agreement in order to induce the Lenders and the LC Issuers to extend such
      credit. Accordingly, the parties hereto agree as follows:

     

    ARTICLE
      I

     

    Definitions

     

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

     

    (b)
        The
      rules
      of construction specified in Section 1.02 of the Credit Agreement also
      apply to this Agreement.

     

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

     

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

     

    “Article 9
      Collateral”
has
      the
      meaning assigned to such term in Section 4.01 hereof.

     

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

     

    “Collateral”
means
      Article 9 Collateral and Pledged Collateral.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    “Federal
      Securities Laws”
has
      the
      meaning assigned to such term in Section 5.04.

     

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

     

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

     

    “IP
      Security Agreements”
has
      the
      meaning assigned to such term in Section 4.02(b) hereof.

     

    “Lender
      Party”
means
      each Lender, each Agent, each Arranger, each LC Issuer and each of their
      respective Affiliates (including any Person that is a Lender, an Agent or an
      LC
      Issuer (or that is such an Affiliate) as of the Closing Date but subsequently
      ceases to be a Lender, an Agent or an LC Issuer (or such an Affiliate), as
      the
      case may be, if such Person is a counterparty to any Swap Contract with any
      Loan
      Party or provides any cash management services to any Loan Party).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     

    “Loan
      Parties”
means,
      collectively, the Borrower and the Subsidiary Loan Parties.

     

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

     

    “Obligations”
means
      (a) the due and punctual payment by the Borrower of (i) the principal
      of and interest (including interest accruing during the pendency of any
      bankruptcy, insolvency, receivership or other similar proceeding, regardless
      of
      whether allowed or allowable in such proceeding) on the Loans, when and as
      due,
      whether at maturity, by acceleration, upon one or more dates set for prepayment
      or otherwise, (ii) each payment required to be made by the Borrower under
      any Loan Document in respect of any Letter of Credit, when and as due, including
      payments in respect of reimbursement of LC Disbursements, interest thereon
      (including interest accruing during the pendency of any bankruptcy, insolvency,
      receivership or other similar proceeding, regardless of whether allowed or
      allowable in such proceeding) and obligations to provide cash collateral, and
      (iii) all other monetary obligations of the Borrower to any of the Secured
      Parties under the Credit Agreement and each of the other Loan Documents,
      including obligations to pay LC Lender Fees, expense reimbursement obligations
      and indemnification obligations, whether primary, secondary, direct, contingent,
      fixed or otherwise (including monetary obligations incurred, and any interest
      thereon accruing, during the pendency of any bankruptcy, insolvency,
      receivership or other similar proceeding, regardless of whether allowed or
      allowable in such proceeding), (b) the due and punctual payment of all the
      monetary obligations of each other Loan Party under or pursuant to the Credit
      Agreement and each of the other Loan Documents, (c) the due and punctual
      payment and performance of all monetary obligations of each Loan Party under
      each Swap Contract with a counterparty that is a Lender Party, whether such
      Swap
      Contract is in effect on the Closing Date or entered into after the Closing
      Date, (d) the due and punctual payment and performance of all monetary
      obligations of each Loan Party to any Lender Party in respect of cash management
      services (including treasury, depository, overdraft, credit or debit card,
      electronic funds transfer and other cash management arrangements) (other than
      cash management services provided after (i) the principal of each Loan and
      all
      LC Disbursements, interest and fees payable under the Credit Agreement have
      been
      paid in full, (ii) all Commitments under the Credit Agreement have been reduced
      to zero and (iii) no LC Issuer shall have any obligation to issue Letters of
      Credit under the Credit Agreement and no Letter of Credit is outstanding (other
      than any Letter of Credit the obligations under which have been cash
      collateralized in full or supported in full by letters of credit of other banks
      naming the applicable LC Issuer as the beneficiary, in each case, in a manner
      satisfactory to the applicable LC Issuer)) and (e) the due and punctual payment
      of all the monetary obligations of each Loan Party under or pursuant to the
      Qualified Foreign Credit Facility.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    “Pledged
      Debt Securities”
has
      the
      meaning assigned to such term in Section 3.01. 

     

    “Pledged
      Equity Interests”
has
      the
      meaning assigned to such term in Section 3.01.

     

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

     

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

     

    “Secured
      Parties”
means
      (a) the Lenders, (b) the Administrative Agent, (c) the Collateral
      Agent, (d) the Deposit Agent, (e) the Syndication Agent, (f) the Arrangers,
      (g) the LC Issuers, (h) the Lender Parties to whom any of the
      Obligations is owed, (i) each other Person to whom any of the Obligations
      referred to in clause (e) of the definition of such term is owed and
      (j) the permitted successors and assigns of each of the
      foregoing.

     

    “Security
      Interest”
has
      the
      meaning assigned to such term in Section 4.01.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Subsidiary
      Loan Parties”
means
      (a) the Subsidiaries identified on Schedule I and (b) each other
      Subsidiary that becomes a party to this Agreement as a Subsidiary Loan Party
      after the Closing Date.

     

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

     

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

     

    ARTICLE
      II

     

    Guarantee

     

    SECTION
      2.01.   Guarantee.
      Each
      Loan Party (including the Borrower) unconditionally guarantees, jointly with
      the
      other Loan Parties and severally, as a primary obligor and not merely as a
      surety, the due and punctual payment of the Obligations. Each Loan Party further
      agrees that the Obligations may be extended or renewed, in whole or in part,
      or
      amended or modified, without notice to or further assent from it, and that
      it
      will remain bound upon its guarantee notwithstanding any extension or renewal,
      or amendment or modification, of any Obligation. Each Loan Party waives
      presentment to, demand of payment from and protest to the Borrower or any other
      Loan Party of any of the Obligations, and also waives notice of acceptance
      of
      its guarantee and notice of protest for nonpayment.

     

    SECTION
      2.02.   Guarantee
      of Payment.
      Each
      Loan Party further agrees that its guarantee hereunder constitutes a guarantee
      of payment when due and not of collection, and waives any right to require
      that
      any resort be had by the Collateral Agent or any other Secured Party to any
      security held for the payment of the Obligations or to any balance of any
      deposit account or credit on the books of the Collateral Agent or any other
      Secured Party in favor of the Borrower or any other Person.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.03.   No
      Limitations.
      (a)
      Except for termination of a Loan Party’s obligations hereunder as expressly
      provided in Section 7.13, the obligations of each Loan Party hereunder
      shall not be subject to any reduction, limitation, impairment or termination
      for
      any reason, including any claim of waiver, release, surrender, alteration or
      compromise of any Obligations, and shall not be subject to any defense or
      set-off, counterclaim, recoupment or termination whatsoever by reason of the
      invalidity, illegality or unenforceability of the Obligations or otherwise.
      Without limiting the generality of the foregoing, the obligations of each Loan
      Party hereunder shall not be discharged or impaired or otherwise affected by
      (i) the failure of the Collateral Agent or any other Secured Party to
      assert any claim or demand or to enforce any right or remedy under the
      provisions of any Loan Document or otherwise; (ii) any rescission, waiver,
      amendment or modification of, or any release from any of the terms or provisions
      of, any Loan Document or any other agreement, including with respect to any
      other Loan Party under this Agreement; (iii) the release of, or any
      impairment of or failure to perfect any Lien on or security interest in, any
      security held by the Collateral Agent or any other Secured Party for the
      Obligations or any of them; (iv) any default, failure or delay, wilful or
      otherwise, in the performance of the Obligations; or (v) any other act or
      omission that may or might in any manner or to any extent vary the risk of
      any
      Loan Party or otherwise operate as a discharge of any Loan Party as a matter
      of
      law or equity (other than the indefeasible payment in full in cash of all the
      Obligations). Each Loan Party expressly authorizes the Secured Parties to take
      and hold security in accordance with the terms of this Agreement and the other
      Loan Documents for the payment and performance of the Obligations, to exchange,
      waive or release any or all such security (with or without consideration),
      to
      enforce or apply such security and direct the order and manner of any sale
      thereof in their sole discretion or to release or substitute any one or more
      other Loan Parties or obligors upon or in respect of the Obligations, all
      without affecting the obligations of any Loan Party hereunder.

     

    (b)
        To
      the
      fullest extent permitted by applicable Law, each Loan Party waives any defense
      based on or arising out of any defense of the Borrower or any other Loan Party
      or the unenforceability of the Obligations or any part thereof from any cause,
      or the cessation from any cause of the liability of any Borrower or any other
      Loan Party, other than the indefeasible payment in full in cash of all the
      Obligations. The Collateral Agent and the other Secured Parties may, at their
      election, foreclose on any security held by one or more of them in accordance
      with the terms of this Agreement and the other Loan Documents by one or more
      judicial or nonjudicial sales, accept an assignment of any such security in
      lieu
      of foreclosure, compromise or adjust any part of the Obligations, make any
      other
      accommodation with the Borrower or any other Loan Party or exercise any other
      right or remedy available to them against the Borrower or any other Loan Party,
      without affecting or impairing in any way the liability of any Loan Party
      hereunder except to the extent the Obligations have been fully and indefeasibly
      paid in full in cash. To the fullest extent permitted by applicable Law, each
      Loan Party waives any defense arising out of any such election even though
      such
      election operates, pursuant to applicable Law, to impair or to extinguish any
      right of reimbursement or subrogation or other right or remedy of such Loan
      Party against the Borrower or any other Loan Party, as the case may be, or
      any
      security.

     

    SECTION
      2.04.   Reinstatement.
      Each
      Loan Party agrees that its guarantee hereunder shall continue to be effective
      or
      be reinstated, as the case may be, if at any time payment, or any part thereof,
      of any Obligation is rescinded or must otherwise be restored by the Collateral
      Agent or any other Secured Party upon the bankruptcy or reorganization of the
      Borrower, any other Loan Party or otherwise.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.05.   Agreement
      To Pay; Subrogation.
      In
      furtherance of the foregoing and not in limitation of any other right that
      the
      Collateral Agent or any other Secured Party has at law or in equity against
      any
      Loan Party by virtue hereof, upon the failure of the Borrower or any other
      Loan
      Party to pay any Obligation when and as the same shall become due, whether
      at
      maturity, by acceleration, after notice of prepayment or otherwise, each Loan
      Party hereby promises to and will forthwith pay, or cause to be paid, to the
      Collateral Agent for distribution to the applicable Secured Parties in cash
      the
      amount of such unpaid Obligation. Upon payment by any Loan Party of any sums
      to
      the Collateral Agent as provided above, all rights of such Loan Party against
      the Borrower or any other Loan Party arising as a result thereof by way of
      right
      of subrogation, contribution, reimbursement, indemnity or otherwise shall in
      all
      respects be subject to Article VI.

     

    SECTION
      2.06.   Information.
      Each
      Loan Party assumes all responsibility for being and keeping itself informed
      of
      the Borrower’s and each other Loan Party’s financial condition and assets, and
      of all other circumstances bearing upon the risk of nonpayment of the
      Obligations and the nature, scope and extent of the risks that such Loan Party
      assumes and incurs hereunder, and agrees that neither the Collateral Agent
      nor
      any of the other Secured Parties will have any duty to advise such Loan Party
      of
      information known to it or any of them regarding such circumstances or
      risks.

     

    ARTICLE
      III

     

    Pledge
      of Securities

     

    SECTION
      3.01.   Pledge.
      As
      security for the payment in full of the Obligations, each Loan Party (including
      the Borrower) hereby pledges to the Collateral Agent, its successors and
      assigns, for the benefit of the Secured Parties, and hereby grants to the
      Collateral Agent, its successors and assigns, for the benefit of the Secured
      Parties, a security interest in, all of such Loan Party’s right, title and
      interest in, to and under (a) (i) the shares of capital stock and other
      Equity Interests of each Subsidiary owned by it on the date hereof (including
      all such shares and other Equity Interests listed on Schedule II), (ii) any
      Equity Interests of a Subsidiary obtained by such Loan Party in the future
      and
      (iii) the certificates representing all such Equity Interests (all the
      foregoing being called the “Pledged
      Equity Interests”);
      provided
      that the
      Pledged Equity Interests shall not include (i) more than 65% of the issued
      and outstanding voting Equity Interests of any Foreign Subsidiary and
      (ii) any Equity Interests of any Dormant Subsidiary; (b)(i) all
      instruments and promissory notes owned by such Loan Party on the date hereof
      (including all such instruments and the promissory notes listed on
      Schedule II), and (ii) all instruments and promissory notes issued to
      or otherwise obtained by such Loan Party in the future (all the foregoing being
      called the “Pledged
      Debt Securities”);
      (c) subject to Section 3.06, all payments of principal or interest,
      dividends, cash, instruments and other property from time to time received,
      receivable or otherwise distributed in respect of, in exchange for or upon
      the
      conversion of, and all other Proceeds received in respect of, the securities
      referred to in clauses (a) and (b) above; (d) subject to
      Section 3.06, all rights and privileges of such Loan Party with respect to
      the securities and other property referred to in clauses (a), (b) and (c)
      above; and (e) all Proceeds of any of the foregoing (the items referred to
      in clauses (a) through (e) above being collectively referred to as the
“Pledged
      Collateral”).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    TO
      HAVE
      AND TO HOLD the Pledged Collateral, together with all right, title, interest,
      powers, privileges and preferences pertaining or incidental thereto, unto the
      Collateral Agent, its successors and assigns, for the benefit of the Secured
      Parties, during the term of this Agreement; subject,
      however,
      to the
      terms, covenants and conditions hereinafter set forth.

     

    SECTION
      3.02.   Delivery
      of the Pledged Collateral.
      (a)
      Each Loan Party agrees promptly to deliver or cause to be delivered to the
      Collateral Agent any and all Pledged Securities.

     

    (b)
        Each
      Loan
      Party will cause any Indebtedness for borrowed money owed to such Loan Party
      by
      the Borrower or any Subsidiary to be evidenced by a duly executed promissory
      note that is pledged and delivered to the Collateral Agent pursuant to the
      terms
      hereof.

     

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

     

    SECTION
      3.03.   Representations,
      Warranties and Covenants.
      The
      Loan Parties jointly and severally represent, warrant and covenant to and with
      the Collateral Agent, for the benefit of the Secured Parties, that:

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b)  the
      Pledged Equity Interests and Pledged Debt Securities have been duly and validly
      authorized and issued by the issuers thereof (this representation and warranty
      being made, in the case of Pledged Debt Securities of a Person that is not
      the
      Borrower or a Subsidiary, to the knowledge of the applicable Loan Party) and
      (i) in the case of Pledged Equity Interests (other than interests in any
      limited liability company), are fully paid and nonassessable and (ii) in
      the case of Pledged Debt Securities (this representation and warranty being
      made, in the case of Pledged Debt Securities of a Person that is not the
      Borrower or a Subsidiary, to the knowledge of the applicable Loan Party), are
      legal, valid and binding obligations of the issuers thereof, and there exists
      no
      defense, offset or counterclaim to any obligation of the maker or issuer of
      any
      Pledged Debt Securities (this representation and warranty being made, in the
      case of Pledged Debt Securities of a Person that is not the Borrower or a
      Subsidiary, to the knowledge of the applicable Loan Party);

     

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

     

    (d)  except
      for restrictions and limitations imposed or permitted by the Loan Documents
      or
      securities laws generally, the Pledged Collateral is freely transferable and
      assignable;

     

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

     

    (f)  no
      consent or approval of any Governmental Authority, any securities exchange
      or
      any other Person was or is necessary to the validity of the pledge effected
      hereby (other than such as have been obtained and are in full force and effect
      and other than consents or approvals that, individually or in the aggregate,
      could not reasonably be expected to be material to the interests of the Secured
      Parties hereunder);

     

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

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.04.   Certification
      of Limited Liability Company and Limited Partnership Interests.
      With
      respect to any Equity Interests in a limited liability company or a limited
      partnership controlled by a Loan Party and pledged hereunder that are not
      represented by a certificate, such Loan Party represents that such interests
      are
      not “securities” within the meaning of Article 8 of the New York UCC and
      covenants and agrees that it shall at no time elect to treat any such Equity
      Interests as a “security” within the meaning of Article 8 of the New York UCC or
      request or permit the issuance of any certificate representing such Equity
      Interests, unless it provides prior written notice to the Collateral Agent
      of
      such election and immediately pledges and delivers any such certificate to
      the
      Collateral Agent pursuant to the terms hereof.

     

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

     

    SECTION
      3.06.   Voting
      Rights; Dividends and Interest.
      (a)
      Unless and until an Event of Default shall have occurred and is continuing
      and
      the Collateral Agent shall have notified the Loan Parties that their rights
      under this Section 3.06 are being suspended:

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

     

    (b)
        Upon
      the
      occurrence and during the continuance of an Event of Default, after the
      Collateral Agent shall have notified the Loan Parties of the suspension of
      their
      rights under paragraph (a)(iii) of this Section 3.06, all rights of any
      Loan Party to dividends, interest, principal or other distributions that such
      Loan Party is authorized to receive pursuant to such paragraph shall cease,
      and all such rights shall thereupon become vested in the Collateral Agent,
      which
      shall have the sole and exclusive right and authority to receive and retain
      such
      dividends, interest, principal or other distributions. All dividends, interest,
      principal or other distributions received by any Loan Party contrary to the
      provisions of this Section 3.06 shall be held in trust for the benefit of
      the Collateral Agent and the other Secured Parties, shall be segregated from
      other property or funds of such Loan Party and shall be forthwith delivered
      to
      the Collateral Agent upon demand in the same form as so received (with any
      necessary endorsement). Any and all money and other property paid over to or
      received by the Collateral Agent pursuant to the provisions of this paragraph
      (b) shall be retained by the Collateral Agent in an account to be
      established by the Collateral Agent upon receipt of such money or other property
      and shall be applied in accordance with the provisions of Section 5.02.
      After all Events of Default have been cured or waived and the Borrower has
      delivered to the Collateral Agent a certificate to that effect, the Collateral
      Agent shall promptly repay to each Loan Party (without interest) all dividends,
      interest, principal or other distributions that such Loan Party would otherwise
      be permitted to retain pursuant to the terms of paragraph (a)(iii) of this
      Section 3.06 and that remain in such account.

     

    (c)
        Upon
      the
      occurrence and during the continuance of an Event of Default, after the
      Collateral Agent shall have notified the Loan Parties of the suspension of
      their
      rights under paragraph (a)(i) of this Section 3.06, all rights of any Loan
      Party to exercise the voting and consensual rights and powers it is entitled
      to
      exercise pursuant to paragraph (a)(i) of this Section 3.06, and the
      obligations of the Collateral Agent under paragraph (a)(ii) of this
      Section 3.06, shall cease, and all such rights shall thereupon become
      vested in the Collateral Agent, which shall have the sole and exclusive right
      and authority to exercise such voting and consensual rights and powers;
provided
      that,
      unless otherwise directed by the Required Lenders, the Collateral Agent shall
      have the right from time to time following and during the continuance of an
      Event of Default to permit the Loan Parties to exercise such rights. After
      all
      Events of Default have been cured or waived, as the case may be, all rights
      vested in the Collateral Agent pursuant to this paragraph shall cease, and
      the
      Loan Parties shall have the voting and consensual rights and powers they would
      otherwise be entitled to exercise pursuant to paragraph (a)(i) of this
      Section 3.06.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (d)
        Any
      notice given by the Collateral Agent to the Loan Parties suspending their rights
      under paragraph (a) of this Section 3.06 (i) may be given by telephone
      if promptly confirmed in writing, (ii) may be given to one or more of the Loan
      Parties at the same or different times and (iii) may suspend the rights of
      the
      Loan Parties under paragraph (a)(i) or paragraph (a)(iii) in part without
      suspending all such rights (as specified by the Collateral Agent in its sole
      and
      absolute discretion) and without waiving or otherwise affecting the Collateral
      Agent’s rights to give additional notices from time to time suspending other
      rights so long as an Event of Default has occurred and is
      continuing.

     

    ARTICLE
      IV

     

    Security
      Interests in Personal Property

     

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

     

    (i)  all
      Accounts;

     

    (ii)  all
      Chattel Paper;

     

    (iii)  all
      cash
      and Deposit Accounts;

     

    (iv)  all
      Documents;

     

    (v)  all
      Equipment;

     

    (vi)  all
      General Intangibles;

     

    (vii)  all
      Instruments;

     

    (viii)  all
      Inventory;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (ix)  all
      Investment Property;

     

    (x)  all
      letter-of-credit rights;

     

    (xi)  all
      commercial tort claims specified on Schedule IV;

     

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

     

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

     

    (b)
        Each
      Loan
      Party hereby irrevocably authorizes the Collateral Agent at any time and from
      time to time to file in any relevant jurisdiction any initial financing
      statements (including fixture filings) with respect to the Article 9
      Collateral or any part thereof and amendments thereto and continuations thereof
      that contain the information required by Article 9 of the Uniform Commercial
      Code of each applicable jurisdiction for the filing of any financing statement
      or amendment, including (a) whether such Loan Party is an organization, the
      type
      of organization and any organizational identification number issued to such
      Loan
      Party and (b) in the case of a financing statement filed as a fixture filing,
      a
      sufficient description of the real property to which such Article 9
      Collateral relates. Each Loan Party agrees to provide such information to the
      Collateral Agent promptly upon request. Without limiting the foregoing, each
      Loan Party hereby irrevocably authorizes the Collateral Agent at any time and
      from time to time to file in any relevant jurisdiction financing statements
      that
      describe the Collateral as “all assets, whether now owned or hereafter acquired”
of such Loan Party, or words of similar effects as being of an equal or lesser
      scope or with greater detail. 

     

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

     

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

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (d)
        Notwithstanding
      anything herein to the contrary, in no event shall the security interest granted
      hereunder attach to any license, contract or agreement to which a Loan Party
      is
      a party or any of its rights or interests thereunder if and for so long as
      the
      grant of such security interest shall constitute or result in (i) the
      abandonment, invalidation or unenforceability of any right, title or interest
      of
      the Loan Party therein or (ii) in a breach or termination pursuant to the terms
      of, or a default under, any such license, contract or agreement (other than
      to
      the extent that any such term would be rendered ineffective pursuant to
      Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other
      applicable law or principles of equity), provided,
      however,
      that
      such security interest shall attach immediately at such time as the condition
      causing such abandonment, invalidation or unenforceability shall be remedied
      and, to the extent severable, shall attach immediately to any portion of such
      license, contract or agreement that does not result in any of the consequences
      specified in (i) or (ii) including, without limitation, any proceeds of such
      contract or agreement, provided further
      that in
      no event shall the Security Interest granted hereunder attach to (i) more
      than 65% of the issued and outstanding voting Equity Interests of any Foreign
      Subsidiary, (ii) any Equity Interests of any Dormant Subsidiary or
      (iii) any trademark or service mark applications filed in the United States
      Patent and Trademark Office on the basis of any Loan Party’s “intent to use”
such mark unless and until the earlier of the filing of an amendment to allege
      use (or statement of use) or the issuance of a registration.

     

    SECTION
      4.02.   Representations
      and Warranties.
      The
      Loan Parties jointly and severally represent and warrant to the Collateral
      Agent
      and the other Secured Parties that:

     

    (a)
        Each
      Loan
      Party has good and valid rights in and title to the Article 9 Collateral
      with respect to which it has purported to grant a Security Interest hereunder
      and has full power and authority to grant to the Collateral Agent, for the
      benefit of the Secured Parties, the Security Interest in such Article 9
      Collateral pursuant hereto and to execute, deliver and perform its obligations
      in accordance with the terms of this Agreement, without the consent or approval
      of any other Person other than any consent or approval that has been obtained,
      except to the extent that the failure to have such rights, title, power or
      authority could not, individually or in the aggregate, reasonably be expected
      to
      have a Material Adverse Effect.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (b)
        The
      Perfection Certificate has been duly prepared, completed and executed and the
      information set forth therein, including the exact legal name and place of
      organization of each Loan Party, is correct and complete as of the Closing
      Date.
      The Uniform Commercial Code financing statements (including fixture filings,
      as
      applicable) or other appropriate filings, recordings or registrations prepared
      by the Collateral Agent based upon the information provided to the Collateral
      Agent in the Perfection Certificate for filing in each governmental, municipal
      or other office specified in Schedules 2A and 2B to the Perfection Certificate
      (or specified by notice from the Borrower to the Collateral Agent after the
      Closing Date in the case of filings, recordings or registrations required by
      Section 6.13(b) or 6.15 of the Credit Agreement), are all the filings,
      recordings and registrations (other than filings required to be made in the
      United States Patent and Trademark Office and the United States
      Copyright Office in order to perfect the Security Interest in Article 9
      Collateral consisting of United States Patents, Trademarks and Copyrights
      and the taking of appropriate actions with respect to Intellectual Property
      that
      is the subject of a registration or application outside the U.S. under
      applicable local Law to perfect such Security Interest) that are necessary
      to
      publish notice of, perfect and protect the validity of and to establish a legal,
      valid and perfected security interest in favor of the Collateral Agent, for
      the
      benefit of the Secured Parties, in respect of all Article 9 Collateral in
      which the Security Interest may be perfected by filing, recording or
      registration in the United States (or any political subdivision thereof)
      and its territories and possessions, and no further or subsequent filing,
      refiling, recording, rerecording, registration or reregistration is necessary
      in
      any such jurisdiction, except as provided under applicable Law with respect
      to
      the filing of continuation statements, provided
      that
      subsequent recordings in the United States Patent and Trademark Office and
      United States Copyright Office and actions under applicable foreign Law may
      be
      necessary with respect to registrations and applications for Intellectual
      Property acquired by the Loan Parties after the date hereof. Each Loan Party
      shall ensure that a fully executed Trademark Security Agreement and, if any
      of
      Article 9 Collateral consists of Patents or Copyrights, Patent Security
      Agreement and Copyright Security Agreement (collectively, the “IP
      Security Agreements”)
      in the
      form of Exhibits III, IV and V, respectively, hereto and containing a
      description of all Article 9 Collateral consisting of applicable
      Intellectual Property shall be submitted for recordation within three months
      after the execution of this Agreement with respect to United States Patents
      and United States registered Trademarks (and Trademarks for which
      United States registration applications are pending) and within one month
      after the execution of this Agreement with respect to United States
      registered Copyrights by the United States Patent and Trademark Office and
      the United States Copyright Office pursuant to
      35 U.S.C. § 261, 15 U.S.C. § 1060 or
      17 U.S.C. § 205 and the regulations thereunder, as
      applicable.

     

    (c)
        The
      Security Interest constitutes (i) a legal and valid security interest in
      all the Article 9 Collateral securing the payment of the Obligations,
      (ii) subject to the filings described in Section 4.02(b), a perfected
      security interest in all Article 9 Collateral in which a security interest
      may be perfected by filing, recording or registering a financing statement
      or
      analogous document in the United States (or any political subdivision
      thereof) and its territories and possessions pursuant to the Uniform Commercial
      Code or other applicable Law in such jurisdictions and (iii) subject to the
      filings described in Section 4.02(b), a security interest that shall be
      perfected in all Article 9 Collateral in which a security interest may be
      perfected upon the receipt and recording of the IP Security Agreements with
      the
      United States Patent and Trademark Office and the United States
      Copyright Office, as applicable, within the three-month period (commencing
      as of
      the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C.
§ 1060 or the one-month period (commencing as of the date hereof) pursuant
      to 17 U.S.C. § 205. The Security Interest is and shall be prior to any
      other Lien on any of the Article 9 Collateral, other than Permitted Liens
      that have priority as a matter of law.

     

    (d)
        The
      Article 9 Collateral is owned by the Loan Parties free and clear of any
      Lien, except for Permitted Liens. None of the Loan Parties has filed or
      consented to the filing of (i) any financing statement or analogous
      document under the Uniform Commercial Code or any other applicable Laws covering
      any Article 9 Collateral, (ii) any assignment in which any Loan Party
      assigns any Collateral or any security agreement or similar instrument covering
      any Article 9 Collateral with the United States Patent and Trademark
      Office or the United States Copyright Office or (iii) any assignment
      in which any Loan Party assigns any Article 9 Collateral or any security
      agreement or similar instrument covering any Article 9 Collateral with any
      foreign governmental, municipal or other office, which financing statement
      or
      analogous document, assignment, security agreement or similar instrument is
      still in effect, except, in each case, for Permitted Liens.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.03.   Covenants.
      (a)
      Each Loan Party agrees to maintain, at its own cost and expense, such complete
      and accurate records with respect to the Article 9 Collateral owned by it
      as is consistent with its current practices and its reasonable business
      judgment, and, at such time or times as the Collateral Agent may reasonably
      request, promptly to prepare and deliver to the Collateral Agent an updated
      schedule in form and detail reasonably satisfactory to the Collateral Agent
      showing the identity, amount and location of any and all Article 9
      Collateral.

     

    (b)
        Each
      Loan
      Party shall, at its own expense, take any and all actions consistent with its
      current practices and its reasonable business judgment to defend title to the
      Article 9 Collateral against all Persons and to defend the Security
      Interest of the Collateral Agent in the Article 9 Collateral and the
      priority thereof against any Lien not expressly permitted pursuant to
      Section 7.01 of the Credit Agreement that is not a Permitted
      Lien.

     

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

     

    Without
      limiting the generality of the foregoing, each Loan Party hereby authorizes
      the
      Collateral Agent, with prompt notice thereof to the Loan Parties, to supplement
      this Agreement by supplementing Schedule III or adding additional schedules
      hereto to specifically identify any asset or item that may constitute
      Copyrights, Licenses, Patents or Trademarks; provided
      that any
      Loan Party shall have the right, exercisable within 30 days (or such longer
      period as shall be agreed by the Borrower and the Collateral Agent) after it
      has
      been notified by the Collateral Agent of the specific identification of such
      Collateral, to advise the Collateral Agent in writing of any inaccuracy
      (i) with respect to such supplement or additional schedule or (ii) of
      the representations and warranties made by such Loan Party hereunder with
      respect to such Collateral. Each Loan Party agrees that it will use commercially
      reasonable efforts to take such action as shall be necessary in order that
      all
      representations and warranties hereunder shall be true and correct with respect
      to such Collateral within 30 days (or such longer period as shall be agreed
      by the Borrower and the Collateral Agent) after the date it has been notified
      by
      the Collateral Agent of the specific identification of such
      Collateral.

     

    
      
        
        

      

      
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    (d)
        Upon
      the
      occurrence and during the continuance of an Event of Default, the Collateral
      Agent and such Persons as the Collateral Agent may reasonably designate shall
      have the right upon reasonable prior notice, to inspect the Article 9
      Collateral, all records related thereto (and to make extracts and copies from
      such records) and the premises upon which any of the Article 9 Collateral
      is located, to discuss the Loan Parties’ affairs with the officers of the Loan
      Parties and their independent accountants and to verify under reasonable
      procedures, in accordance with Section 6.11 of the Credit Agreement, the
      validity, amount, quality, quantity, value, condition and status of, or any
      other matter relating to, the Article 9 Collateral, including, in the case
      of
      Accounts or other Article 9 Collateral in the possession of any third
      person, by contacting Account Debtors or the third person possessing such
      Article 9 Collateral for the purpose of making such a verification. The
      Loan Parties shall be required to pay all reasonable out-of-pocket costs and
      expenses incurred by the Collateral Agent or any other Person in connection
      with
      any inspection or verification referred to in this paragraph.

     

    (e)
        At
      its
      option, the Collateral Agent may discharge past due taxes, assessments, charges,
      fees, Liens, security interests or other encumbrances at any time levied or
      placed on the Article 9 Collateral and not permitted pursuant to
      Section 7.01 of the Credit Agreement, and may pay for the maintenance and
      preservation of the Article 9 Collateral to the extent any Loan Party fails
      to do so as required by the Credit Agreement or this Agreement, and each Loan
      Party jointly and severally agrees to reimburse the Collateral Agent on demand
      for any payment made or any expense incurred by the Collateral Agent pursuant
      to
      the foregoing authorization; provided
      that
      nothing in this paragraph shall be interpreted as excusing any Loan Party from
      the performance of, or imposing any obligation on the Collateral Agent or any
      Secured Party to cure or perform, any covenants or other promises of any Loan
      Party with respect to taxes, assessments, charges, fees, Liens, security
      interests or other encumbrances and maintenance as set forth herein or in the
      other Loan Documents.

     

    (f)
        If
      at any
      time any Loan Party shall take a security interest in any property with a value
      in excess of $1,000,000 in the aggregate of an Account Debtor or any other
      Person to secure payment and performance of an Account, such Loan Party shall
      promptly assign such security interest to the Collateral Agent, for the benefit
      of the Secured Parties. Such assignment need not be filed of public record
      unless necessary to continue the perfected status of the security interest
      against creditors of and transferees from the Account Debtor or other Person
      granting the security interest.

     

    (g)
        Each
      Loan
      Party shall remain liable to observe and perform all the conditions and
      obligations to be observed and performed by it under each contract, agreement
      or
      instrument relating to the Article 9 Collateral, all in accordance with the
      terms and conditions thereof, and the Loan Parties jointly and severally agree
      to indemnify and hold harmless the Collateral Agent and the other Secured
      Parties from and against any and all liability for such
      performance.

     

    
      
        
        

      

      
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    (h)
        Each
      Loan
      Party agrees that it shall not request any warehouseman, agent, bailee or
      processor that possesses any Inventory of such Loan Party to acknowledge that
      such warehouseman, agent, bailee or processor holds such Inventory for the
      benefit of the collateral agent under the Permitted ABL Facility, or to agree
      to
      act upon the instructions of such collateral agent, unless such Loan Party
      shall
      concurrently request a corresponding acknowledgement or agreement, as the case
      may be, in each case, in writing, for the benefit of the Collateral Agent (and
      each Loan Party hereby agrees that in the event of such a request, it will
      use
      its commercially reasonable efforts to obtain such acknowledgment or agreement
      for the benefit of the Collateral Agent).

     

    (i)
        None
      of
      the Loan Parties will, without the Collateral Agent’s prior written consent,
      grant any extension of the time of payment of any Accounts included in the
      Article 9 Collateral, compromise, compound or settle the same for less than
      the full amount thereof, release, wholly or partly, any Person liable for the
      payment thereof or allow any credit or discount whatsoever thereon, other than
      extensions, compromises, settlements, releases, credits or discounts granted
      or
      made in the ordinary course of business and consistent with its current
      practices and in accordance with such prudent and standard practice used in
      industries that are the same as or similar to those in which such Loan Party
      is
      engaged.

     

    (j)
        The
      Loan
      Parties, at their own expense, shall maintain or cause to be maintained
      insurance covering physical loss or damage to the Inventory and Equipment in
      accordance with the requirements set forth in Section 6.08 of the Credit
      Agreement. Each
      Loan
      Party shall use its commercially reasonable efforts to cause (i) any fire and
      extended coverage insurance policies maintained by it with respect to any
      Collateral to be endorsed or otherwise amended to include a lenders’ loss
      payable clause in favor of the Collateral Agent, (ii) any commercial general
      liability insurance policy maintained by it to be endorsed to name the
      Collateral Agent as an additional insured and (iii) each such policy to provide
      that it shall not be canceled, modified or not renewed except upon not less
      than
      10 days’ prior written notice thereof by the insurer to the Collateral
      Agent.
      Each
      Loan Party irrevocably makes, constitutes and appoints the Collateral Agent
      (and
      all officers, employees or agents designated by the Collateral Agent) as such
      Loan Party’s true and lawful agent (and attorney-in-fact) for the purpose,
      during the continuance of an Event of Default, of making, settling and adjusting
      claims in respect of Article 9 Collateral under policies of insurance,
      endorsing the name of such Loan Party on any check, draft, instrument or other
      item of payment for the proceeds of such policies of insurance and for making
      all determinations and decisions necessary with respect thereto. In the event
      that any Loan Party at any time or times shall fail to obtain or maintain any
      of
      the policies of insurance required hereby or to pay any premium in whole or
      part
      relating thereto, the Collateral Agent may, without waiving or releasing any
      obligation or liability of the Loan Parties hereunder or any Event of Default,
      in its sole discretion, obtain and maintain such policies of insurance and
      pay
      such premium and take any other actions with respect thereto as the Collateral
      Agent deems advisable. All sums disbursed by the Collateral Agent in connection
      with this paragraph, including reasonable out-of-pocket attorneys’ fees, court
      costs, expenses and other charges relating thereto, shall be payable, upon
      demand, by the Loan Parties to the Collateral Agent and shall be additional
      Obligations secured hereby. 

     

    
      
        
        

      

      
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    (k)
        Each
      Loan
      Party shall maintain customary and prudent records of its Chattel Paper and
      its
      books, records and documents evidencing or pertaining thereto.

     

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

     

    (a)  Instruments.
      If any
      Loan Party shall at any time hold or acquire any Instruments, such Loan Party
      shall promptly endorse, assign and deliver the same to the Collateral Agent,
      accompanied by such undated instruments of endorsement, transfer or assignment
      duly executed in blank as the Collateral Agent may from time to time reasonably
      request.

     

    (b)  Deposit
      Accounts.
      For
      each deposit account that any Loan Party at any time opens or maintains, such
      Loan Party shall, either (i) cause the depositary bank to agree to comply
      with instructions from the Collateral Agent to such depositary bank directing
      the disposition of funds from time to time credited to such deposit account,
      without further consent of such Loan Party or any other Person, pursuant to
      an
      agreement reasonably satisfactory to the Collateral Agent, or (ii) arrange
      for the Collateral Agent to become the customer of the depositary bank with
      respect to the deposit account, with the Loan Party being permitted, only with
      the consent of the Collateral Agent, to exercise rights to withdraw funds from
      such deposit account. The Collateral Agent agrees with each Loan Party that
      the
      Collateral Agent shall not give any such instructions or withhold any withdrawal
      rights from any Loan Party unless an Event of Default has occurred and is
      continuing, or, after giving effect to any withdrawal would occur. The
      provisions of this paragraph shall not apply to (A) any deposit account for
      which any Loan Party, the depositary bank and the Collateral Agent have entered
      into a cash collateral agreement specially negotiated among such Loan Party,
      the
      depositary bank and the Collateral Agent for the specific purpose set forth
      therein, (B) deposit accounts for which the Collateral Agent is the
      depositary bank and (C) any deposit account the average daily balance in
      which does not exceed $1,000,000 for any such account individually, and
      $5,000,000 for all such accounts in the aggregate, at any time. Notwithstanding
      the foregoing, at any time when a Permitted ABL Facility shall be in effect,
      the
      foregoing requirements shall be deemed satisfied with respect to any deposit
      account if the institution serving as collateral agent for such Permitted ABL
      Facility shall have control over such deposit account, for the benefit of the
      lenders under the Permitted ABL Facility and as bailee for the Collateral Agent,
      pursuant to an agreement reasonably satisfactory to the Collateral Agent and
      entered into by the Collateral Agent, the collateral agent for the Permitted
      ABL
      Facility and the applicable depository institution, which agreement shall
      provide for the transfer of control over such deposit account to the Collateral
      Agent upon the termination of the Permitted ABL Facility and the repayment
      and
      discharge of all loans and other extensions of credit thereunder.

     

    
      
        
        

      

      
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    (c)  Investment
      Property.
      Except
      to the extent otherwise provided in Article III, if any Loan Party shall at
      any time hold or acquire any certificated securities of a Subsidiary, such
      Loan
      Party shall forthwith endorse, assign and deliver the same to the Collateral
      Agent, accompanied by such undated instruments of transfer or assignment duly
      executed in blank as the Collateral Agent may from time to time specify. If
      any
      securities of a Subsidiary now or hereafter acquired by any Loan Party are
      uncertificated and are issued to such Loan Party or its nominee directly by
      the
      issuer thereof, such Loan Party shall immediately notify the Collateral Agent
      thereof and, at the Collateral Agent’s reasonable request and option, pursuant
      to an agreement in form and substance reasonably satisfactory to the Collateral
      Agent, either (i) cause the issuer to agree to comply with instructions
      from the Collateral Agent as to such securities, without further consent of
      any
      Loan Party or such nominee, or (ii) arrange for the Collateral Agent to
      become the registered owner of the securities. If any securities, whether
      certificated or uncertificated, or other Investment Property now or hereafter
      acquired by any Loan Party are held by such Loan Party or its nominee through
      a
      securities intermediary, such Loan Party shall immediately notify the
      Collateral Agent thereof and, at the Collateral Agent’s request and option,
      pursuant to an agreement in form and substance reasonably satisfactory to the
      Collateral Agent, either (i) use commercially reasonable efforts to cause
      such securities intermediary to agree to comply with entitlement orders or
      other
      instructions from the Collateral Agent to such securities intermediary as to
      such security entitlements without further consent of any Loan Party or such
      nominee, or (ii) in the case of Financial Assets or other Investment
      Property held through a securities intermediary, use commercially reasonable
      efforts to arrange for the Collateral Agent to become the entitlement holder
      with respect to such Investment Property, with the Loan Party being permitted,
      only with the consent of the Collateral Agent, to exercise rights to withdraw
      or
      otherwise deal with such Investment Property. The Collateral Agent agrees with
      each of the Loan Parties that the Collateral Agent shall not give any such
      entitlement orders or instructions or directions to any such issuer or
      securities intermediary, and shall not withhold its consent to the exercise
      of
      any withdrawal or dealing rights by any Loan Party, unless an Event of Default
      has occurred and is continuing, or, after giving effect to any such investment
      and withdrawal rights would occur. The provisions of this paragraph shall not
      apply to (A) any Financial Assets credited to a securities account for which
      the
      Collateral Agent is the securities intermediary and (B) any securities account
      the value of securities or other Investment Property in which does not exceed
      $1,000,000 for any such account individually, and $5,000,000 for all such
      accounts in the aggregate, at any time.

     

    (d) Electronic
      Chattel Paper and Transferable Records. If
      any
      Loan Party at any time holds or acquires an interest in any electronic chattel
      paper or any “transferable record,” as that term is defined in Section 201
      of the Federal Electronic Signatures in Global and National Commerce Act, or
      in
      Section 16 of the Uniform Electronic Transactions Act as in effect in any
      relevant jurisdiction of an amount in excess of $1,000,000, such Loan Party
      shall promptly notify the Collateral Agent thereof and, at the request of the
      Collateral Agent, shall take such action as the Collateral Agent may reasonably
      request to vest in the Collateral Agent control under New York UCC
      Section 9-105 of such electronic chattel paper or control under
      Section 201 of the Federal Electronic Signatures in Global and National
      Commerce Act or, as the case may be, Section 16 of the Uniform Electronic
      Transactions Act, as so in effect in such jurisdiction, of such transferable
      record. The Collateral Agent agrees with such Loan Party that the Collateral
      Agent will arrange, pursuant to procedures reasonably satisfactory to the
      Collateral Agent and so long as such procedures will not result in the
      Collateral Agent’s loss of control, for the Loan Party to make alterations to
      the electronic chattel paper or transferable record permitted under UCC
      Section 9-105 or, as the case may be, Section 201 of the Federal
      Electronic Signatures in Global and National Commerce Act or Section 16 of
      the Uniform Electronic Transactions Act for a party in control to allow without
      loss of control, unless an Event of Default has occurred and is continuing
      or
      would occur after taking into account any action by such Loan Party with respect
      to such electronic chattel paper or transferable record.

     

    
      
        
        

      

      
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    (e)  Letter-of-Credit
      Rights.
      If any
      Loan Party is at any time a beneficiary under a letter of credit now or
      hereafter issued in favor of such Loan Party in a face amount in excess of
      $1,000,000, such Loan Party shall promptly notify the Collateral Agent thereof
      and, at the request and option of the Collateral Agent, such Loan Party shall,
      pursuant to an agreement in form and substance reasonably satisfactory to the
      Collateral Agent, either (i) use commercially reasonable efforts to arrange
      for the issuer and any confirmer of such letter of credit to consent to an
      assignment to the Collateral Agent of the proceeds of any drawing under such
      letter of credit or (ii) use commercially reasonable efforts to arrange for
      the Collateral Agent to become the transferee beneficiary of such letter of
      credit, with the Collateral Agent agreeing, in each case, that the proceeds
      of
      any drawing under such letter of credit are to be paid to the applicable Loan
      Party unless an Event of Default has occurred or is continuing.

     

    (f) Commercial
      Tort Claims.
      If any
      Loan Party shall at any time hold or acquire a commercial tort claim in an
      amount reasonably estimated to exceed $5,000,000, the Loan Party shall promptly
      notify the Collateral Agent thereof in a writing signed by such Loan Party
      including a description of such claim and grant to the Collateral Agent, for
      the
      benefit of the Secured Parties, in such writing a security interest therein
      and
      in the proceeds thereof, all upon the terms of this Agreement.

     

    SECTION
      4.05.   Covenants
      Regarding Patent, Trademark and Copyright Collateral.
      (a)
      Each Loan Party agrees that it will not do any act or omit to do any act (and
      will exercise commercially reasonable efforts to prevent its licensees from
      doing any act or omitting to do any act) whereby any issued or applied for
      Patent that is material to the conduct of such Loan Party’s business may become
      invalidated or dedicated to the public.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (b)
        Each
      Loan
      Party (either itself or through its licensees or its sublicensees) will, for
      each registered or applied for Trademark material to the conduct of such Loan
      Party’s business, (i) maintain such Trademark free from any valid claim of
      abandonment or invalidity for non-use, (ii) maintain the quality of
      products and services offered under such Trademark and (iii) if registered,
      display such Trademark with notice of Federal or foreign registration to the
      extent necessary and sufficient to establish and preserve its rights under
      applicable Law.

     

    (c)
        Each
      Loan
      Party (either itself or through its licensees or sublicensees) will, for each
      work covered by a material Copyright, continue to use appropriate copyright
      notice as necessary and sufficient to establish and preserve its rights under
      applicable copyright laws.

     

    (d)
        Each
      Loan
      Party shall notify the Collateral Agent promptly if it knows that any issued
      Patent, registered Trademark or registered Copyright material to the conduct
      of
      its business is likely to become abandoned, lost or dedicated to the public,
      or
      of any materially 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, United States Copyright
      Office or any court or similar office of any country) regarding such Loan
      Party’s ownership of any such Patent, Trademark or Copyright, its right to
      register the same, or its right to keep and maintain the same.

     

    (e)
        Within
      30 days of the end of any calendar quarter in which any Loan Party, either
      itself or through any agent, employee, licensee or designee, files an
      application for any Patent, Trademark or Copyright (or for the registration
      of
      any Trademark or Copyright) with the United States Patent and Trademark
      Office, United States Copyright Office or in any other country or any
      political subdivision thereof, it shall inform the Collateral Agent of such
      application and, upon request of the Collateral Agent, shall execute and deliver
      any and all agreements (including any IP Security Agreements), instruments,
      documents and papers as the Collateral Agent may reasonably request to evidence
      the Collateral Agent’s security interest in such Patent, Trademark or
      Copyright.

     

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

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (g)
        In
      the
      event that any Loan Party has reason to believe that any Article 9
      Collateral consisting of a Patent, Trademark or Copyright material to the
      conduct of any Loan Party’s business has been or is about to be materially
      infringed, misappropriated or diluted by a third party, such Loan Party promptly
      shall notify the Collateral Agent and shall, if consistent with reasonable
      business judgment, promptly take such actions as are appropriate under the
      circumstances to protect such Article 9 Collateral.

     

    (h)
        Upon
      and
      during the continuance of an Event of Default, each Loan Party shall use its
      commercially reasonable efforts to obtain all requisite consents or approvals
      by
      the licensor of each Copyright License, Patent License or Trademark License
      to
      effect the assignment of all such Loan Party’s right, title and interest
      thereunder to the Collateral Agent or its designee, for the benefit of the
      Secured Parties.

     

    ARTICLE
      V

     

    Remedies

     

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

     

    
      
        
        

      

      
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    The
      Collateral Agent shall give the applicable Loan Parties at least 10 days’
written notice (which each Loan Party agrees is reasonable notice within the
      meaning of Section 9-611 of the New York UCC or its equivalent in
      other jurisdictions) of the Collateral Agent’s intention to make any sale of
      Collateral. Such notice, in the case of a public sale, shall state the time
      and
      place for such sale and, in the case of a sale at a broker’s board or on a
      securities exchange, shall state the board or exchange at which such sale is
      to
      be made and the day on which the Collateral, or portion thereof, will first
      be
      offered for sale at such board or exchange. Any such public sale shall be held
      at such time or times within ordinary business hours and at such place or places
      as the Collateral Agent may fix and state in the notice (if any) of such sale.
      At any such sale, the Collateral, or portion thereof, to be sold may be sold
      in
      one lot as an entirety or in separate parcels, as the Collateral Agent may
      (in
      its sole and absolute discretion) determine. The Collateral Agent shall not
      be
      obligated to make any sale of any Collateral if it shall determine not to do
      so,
      regardless of the fact that notice of sale of such Collateral shall have been
      given. The Collateral Agent may, without notice or publication, adjourn any
      public or private sale or cause the same to be adjourned from time to time
      by
      announcement at the time and place fixed for sale, and such sale may, without
      further notice, be made at the time and place to which the same was so
      adjourned. In case any sale of all or any part of the Collateral is made on
      credit or for future delivery, the Collateral so sold may be retained by the
      Collateral Agent until the sale price is paid by the purchaser or purchasers
      thereof, but the Collateral Agent and the other Secured Parties shall not incur
      any liability in case any such purchaser or purchasers shall fail to take up
      and
      pay for the Collateral so sold and, in case of any such failure, such Collateral
      may be sold again upon like notice. At any public (or, to the extent permitted
      by law, private) sale made pursuant to this Agreement, any Secured Party may
      bid
      for or purchase, free (to the extent permitted by law) from any right of
      redemption, stay, valuation or appraisal on the part of any Loan Party (all
      said
      rights being also hereby waived and released to the extent permitted by law),
      the Collateral or any part thereof offered for sale and may make payment on
      account thereof by using any claim then due and payable to such Secured Party
      from any Loan Party as a credit against the purchase price, and such Secured
      Party may, upon compliance with the terms of sale, hold, retain and dispose
      of
      such property without further accountability to any Loan Party therefor. For
      purposes hereof, a written agreement to purchase the Collateral or any portion
      thereof shall be treated as a sale thereof; the Collateral Agent shall be free
      to carry out such sale pursuant to such agreement and no Loan Party shall be
      entitled to the return of the Collateral or any portion thereof subject thereto,
      notwithstanding the fact that after the Collateral Agent shall have entered
      into
      such an agreement all Events of Default shall have been remedied and the
      Obligations paid in full. As an alternative to exercising the power of sale
      herein conferred upon it, the Collateral Agent may proceed by a suit or suits
      at
      law or in equity to foreclose this Agreement and to sell the Collateral or
      any
      portion thereof pursuant to a judgment or decree of a court or courts having
      competent jurisdiction or pursuant to a proceeding by a court-appointed
      receiver. Any sale pursuant to the provisions of this Section 5.01 shall be
      deemed to conform to the commercially reasonable standards as provided in
      Section 9-610(b) of the New York UCC or its equivalent in other
      jurisdictions.

     

    
      
        
        

      

      
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    SECTION
      5.02.   Application
      of Proceeds.
      The
      Collateral Agent shall apply the proceeds of any collection or sale of
      Collateral, including any Collateral consisting of cash, as
      follows:

     

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

     

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

     

    THIRD,
      to
      the
      Loan Parties, their successors or assigns, or as a court of competent
      jurisdiction may otherwise direct.

     

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

    
       

      SECTION
        5.03.   Grant
        of License to Use Intellectual Property.
        For the
        purpose of enabling the Collateral Agent to exercise rights and remedies
        under
        this Agreement and solely at such time as the Collateral Agent shall be lawfully
        entitled to exercise such rights and remedies, each Loan Party hereby grants
        to
        the Collateral Agent an irrevocable, nonexclusive license (exercisable without
        payment of royalty or other compensation to the Loan Parties) to use, license
        or
        sublicense any of the Article 9 Collateral consisting of Intellectual
        Property now owned or hereafter acquired by such Loan Party, and wherever
        the
        same may be located, and including in such license reasonable 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;
        provided
        that in
        connection with any such license or sublicense of a Trademark the Collateral
        Agent shall endeavor to obtain a commitment from such licensee or sublicensee
        that any goods or services sold under such Trademark will be of comparable
        quality to the goods and services of the applicable Loan Party sold under
        such
        Trademark immediately prior to such Event of Default. The use of such license
        by
        the Collateral Agent may be exercised, at the option of the Collateral Agent,
        only upon the occurrence and during the continuation of an Event of Default
        as
        part of the Collateral Agent’s exercise of remedies
        hereunder.

    

     

    
      
        
        

      

      
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    SECTION
      5.04.   Securities
      Act.
      In view
      of the position of the Loan Parties in relation to the Pledged Collateral,
      or
      because of other current or future circumstances, a question may arise under
      the
      Securities Act of 1933, as now or hereafter in effect, or any similar statute
      hereafter enacted analogous in purpose or effect (such Act and any such similar
      statute as from time to time in effect being called the “Federal
      Securities Laws”)
      with
      respect to any disposition of the Pledged Collateral permitted hereunder. Each
      Loan Party understands that compliance with the Federal Securities Laws might
      very strictly limit the course of conduct of the Collateral Agent if the
      Collateral Agent were to attempt to dispose of all or any part of the Pledged
      Collateral, and might also limit the extent to which or the manner in which
      any
      subsequent transferee of any Pledged Collateral could dispose of the same.
      Similarly, there may be other legal restrictions or limitations affecting the
      Collateral Agent in any attempt to dispose of all or part of the Pledged
      Collateral under applicable Blue Sky or other state securities laws or similar
      laws analogous in purpose or effect. Each Loan Party recognizes that in light
      of
      such restrictions and limitations the Collateral Agent may, with respect to
      any
      sale of the Pledged Collateral, limit the purchasers to those who will agree,
      among other things, to acquire such Pledged Collateral for their own account,
      for investment, and not with a view to the distribution or resale thereof.
      Each
      Loan Party acknowledges and agrees that in light of such restrictions and
      limitations, the Collateral Agent, in its sole and absolute discretion may
      approach and negotiate with a single potential purchaser to effect such sale.
      Each Loan Party acknowledges and agrees that any such sale might result in
      prices and other terms less favorable to the seller than if such sale were
      a
      public sale without such restrictions. In the event of any such sale, the
      Collateral Agent and the other Secured Parties shall incur no responsibility
      or
      liability for a sale of all or any part of the Pledged Collateral at a price
      that the Collateral Agent, in its sole and absolute discretion, may in good
      faith deem reasonable under the circumstances, notwithstanding the possibility
      that a substantially higher price might have been realized if more than a single
      purchaser were approached. The provisions of this Section 5.04 will apply
      notwithstanding the existence of a public or private market upon which the
      quotations or sales prices may exceed substantially the price at which the
      Collateral Agent sells.

     

    SECTION
      5.05.   Registration.
      Each
      Loan Party agrees that, upon the occurrence and during the continuance of an
      Event of Default, if for any reason the Collateral Agent desires to sell any
      of
      the Pledged Collateral at a public sale, it will, at any time and from time
      to
      time, upon the written request of the Collateral Agent, use commercially
      reasonable efforts to take or to cause the issuer of such Pledged Collateral
      to
      take such action and prepare, distribute and/or file such documents, as are
      required or advisable in the reasonable opinion of counsel for the Collateral
      Agent to permit the public sale of such Pledged Collateral. Each Loan Party
      further agrees, upon such written request referred to above, to use commercially
      reasonable efforts to qualify, file or register, or cause the issuer of such
      Pledged Collateral to qualify, file or register, any of the Pledged Collateral
      under the Blue Sky or other securities laws of such states as may be reasonably
      requested by the Collateral Agent and keep effective, or cause to be kept
      effective, all such qualifications, filings or registrations. Each Loan Party
      will bear all costs and expenses of carrying out its obligations under this
      Section 5.05. Each Loan Party acknowledges that there is no adequate remedy
      at law for failure by it to comply with the provisions of this Section 5.05
      and that such failure would not be adequately compensable in damages, and
      therefore agrees that its agreements contained in this Section 5.05 may be
      specifically enforced.

     

    
      
        
        

      

      
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    ARTICLE
      VI

     

    Indemnity,
      Subrogation and Subordination

     

    SECTION
      6.01.   Indemnity
      and Subrogation.
      In
      addition to all such rights of indemnity and subrogation as the Loan Parties
      may
      have under applicable Law (but subject to Section 6.03), the Borrower
      agrees that (a) in the event a payment of an Obligation of the Borrower
      shall be made by any other Subsidiary Loan Party under this Agreement, the
      Borrower shall indemnify such Subsidiary Loan Party for the full amount of
      such
      payment and such Subsidiary Loan Party shall be subrogated to the rights of
      the
      Person to whom such payment shall have been made to the extent of such payment
      and (b) in the event any assets of any Subsidiary Loan Party shall be sold
      pursuant to this Agreement or any other Security Document to satisfy in whole
      or
      in part an obligation of the Borrower owed to any Secured Party, the Borrower
      shall indemnify such Subsidiary Loan Party in an amount equal to the greater
      of
      the book value or the fair market value of the assets so sold.

     

    SECTION
      6.02.   Contribution
      and Subrogation.
      Each
      Subsidiary Loan Party (a “Contributing
      Party”)
      agrees
      (subject to Section 6.03) that, in the event a payment shall be made by any
      other Subsidiary Loan Party hereunder in respect of any Obligation or assets
      of
      any other Subsidiary Loan Party shall be sold pursuant to any Security Document
      to satisfy any Obligation (other, in each case, than an Obligation for the
      incurrence of which such other Subsidiary Loan Party received fair and adequate
      consideration) and such other Subsidiary Loan Party (the “Claiming
      Party”)
      shall
      not have been fully indemnified by the Borrower as provided in
      Section 6.01, the Contributing Party shall indemnify the Claiming Party in
      an amount equal to the amount of such payment or the greater of the book value
      or the fair market value of such assets, as the case may be, in each case
      multiplied by a fraction of which the numerator shall be the net worth of the
      Contributing Party on the date hereof and the denominator shall be the aggregate
      net worth of all the Subsidiary Loan Parties on the date hereof (or, in the
      case
      of any Subsidiary Loan Party becoming a party hereto pursuant to
      Section 7.14, the date of the supplement hereto executed and delivered by
      such Subsidiary Loan Party). Any Contributing Party making any payment to a
      Claiming Party pursuant to this Section 6.02 shall be subrogated to the
      rights of such Claiming Party under Section 6.01 to the extent of such
      payment.

     

    
      
        
        

      

      
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    SECTION
      6.03.   Subordination.
      (a)
      Notwithstanding any provision of this Agreement to the contrary, all rights
      of
      the Loan Parties under Sections 6.01 and 6.02 and all other rights of
      indemnity, contribution or subrogation under applicable Law or otherwise shall
      be fully subordinated to the indefeasible payment in full in cash of the
      Obligations. No failure on the part of the Borrower or other Loan Party to
      make
      the payments required by Sections 6.01 and 6.02 (or any other payments
      required under applicable Law or otherwise) shall in any respect limit the
      obligations and liabilities of any Loan Party with respect to its Obligations
      hereunder, and each Loan Party shall remain liable for the full amount of the
      Obligations of such Loan Party hereunder.

     

    (b)
        Each
      Loan
      Party hereby agrees that all Indebtedness and other monetary obligations owed
      by
      it to any other Loan Party or any other Subsidiary shall be fully subordinated
      to the indefeasible payment in full in cash of the Obligations.

     

    ARTICLE
      VII

     

    Miscellaneous

     

    SECTION
      7.01.   Notices.
      All
      communications and notices hereunder shall (except as otherwise expressly
      permitted herein) be in writing and given as provided in Section 10.02 of
      the Credit Agreement. All communications and notices hereunder to any Subsidiary
      Loan Party shall be given to it in care of the Borrower as provided in
      Section 10.02 of the Credit Agreement.

     

    SECTION
      7.02.   Waivers;
      Amendment.
      (a) No
      failure or delay by the Collateral Agent, any other Agent, any LC Issuer or
      any
      Lender in exercising any right or power hereunder or under any other Loan
      Document shall operate as a waiver thereof, nor shall any single or partial
      exercise of any such right or power, or any abandonment or discontinuance of
      steps to enforce such a right or power, preclude any other or further exercise
      thereof or the exercise of any other right or power. The rights and remedies
      of
      the Collateral Agent and the other Secured Parties hereunder and under the
      other
      Loan Documents are cumulative and are not exclusive of any rights or remedies
      that they would otherwise have. No waiver of any provision of this Agreement
      or
      consent to any departure by any Loan Party therefrom shall in any event be
      effective unless the same shall be permitted by paragraph (b) of this
      Section 7.02, and then such waiver or consent shall be effective only in
      the specific instance and for the purpose for which given. Without limiting
      the
      generality of the foregoing, the making of a Loan or issuance of a Letter of
      Credit shall not be construed as a waiver of any Default, regardless of whether
      the Collateral Agent, any other Agent, any Arranger, any Lender or any LC Issuer
      may have had notice or knowledge of such Default at the time. No notice or
      demand on any Loan Party in any case shall entitle any Loan Party to any other
      or further notice or demand in similar or other circumstances.

     

    
      
        
        

      

      
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    (b)
        Neither
      this Agreement nor any provision hereof may be waived, amended or modified
      except pursuant to an agreement or agreements in writing entered into by the
      Required Lenders and the Loan Party or Loan Parties with respect to which such
      waiver, amendment or modification is to apply, and acknowledged by the
      Administrative Agent, subject to any consent required in accordance with
      Section 10.01 of the Credit Agreement and the other terms of such
      Section.

     

    SECTION
      7.03.   Collateral
      Agent’s Fees and Expenses; Indemnification.
      (a) The
      parties hereto agree that the Collateral Agent shall be entitled to
      reimbursement of its expenses incurred hereunder as provided in
      Section 10.04(a) of the Credit Agreement.

     

    (b)
        Without
      limitation of its indemnification obligations under the other Loan Documents,
      each Loan Party jointly and severally agrees to defend (subject to Indemnitees’
selection of counsel), indemnify, pay and hold harmless the Collateral Agent
      and
      the other Indemnitees (as defined in Section 10.04(b) of the Credit
      Agreement) from and against any and all Indemnified Liabilities; provided
      that no
      Loan Party shall have any obligation to any Indemnitee hereunder with respect
      to
      any Indemnified Liability to the extent such Indemnified Liability arises from
      the gross negligence or wilful misconduct of such Indemnitee. To the extent
      permitted by applicable Law, no Loan Party shall assert, and each Loan Party
      hereby waives, any claim against any Indemnitee, on any theory of liability,
      for
      special, indirect, consequential or punitive damages (as opposed to direct
      or
      actual damages) (whether or not the claim therefor is based on contract, tort
      or
      duty imposed by any applicable legal requirement) arising out of, in connection
      with, as a result of, or in any way related to, this Agreement or any other
      Loan
      Document, the transactions contemplated hereby or thereby, any Loan or the
      use
      of the proceeds thereof or any act or omission or event occurring in connection
      therewith, and each Loan Party hereby waives, releases and agrees not to sue
      upon any such claim or any such damages, whether or not accrued and whether
      or
      not known or suspected to exist in its favor.

     

    (c)
        Any
      such
      amounts payable as provided hereunder shall be additional Obligations secured
      hereby and by the other Security Documents. The provisions of this
      Section 7.03 shall remain in full force and effect regardless of the
      termination of this Agreement or any other Loan Document, the consummation
      of
      the transactions contemplated hereby, the repayment of any of the Obligations,
      the invalidity or unenforceability of any term or provision of this Agreement
      or
      any other Loan Document, or any investigation made by or on behalf of the
      Collateral Agent or any other Secured Party. All amounts due under this
      Section 7.03 shall be payable promptly after written demand
      therefor.

     

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

     

    
      
        
        

      

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

     

    SECTION
      7.06.   Counterparts;
      Effectiveness; Several Agreement.
      This
      Agreement may be executed in counterparts (and by different parties hereto
      on
      different counterparts), each of which shall constitute an original but all
      of
      which when taken together shall constitute a single contract. Delivery of an
      executed signature page to this Agreement by facsimile transmission or
      electronic transmission (pdf) shall be as effective as delivery of a manually
      signed counterpart of this Agreement. This Agreement shall become effective
      as
      to any Loan Party when a counterpart hereof executed on behalf of such Loan
      Party shall have been delivered to the Collateral Agent and a counterpart hereof
      shall have been executed on behalf of the Collateral Agent, and thereafter
      shall
      be binding upon such Loan Party and the Collateral Agent and their respective
      permitted successors and assigns, and shall inure to the benefit of such Loan
      Party, the Collateral Agent and the other Secured Parties and their respective
      successors and assigns, except that no Loan Party shall have the right to assign
      or transfer its rights or obligations hereunder or any interest herein or in
      the
      Collateral (and any such assignment or transfer shall be void) except as
      expressly contemplated by this Agreement or the Credit Agreement. This Agreement
      shall be construed as a separate agreement with respect to each Loan Party
      and
      may be amended, modified, supplemented, waived or released with respect to
      any
      Loan Party without the approval of any other Loan Party and without affecting
      the obligations of any other Loan Party hereunder. 

     

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

     

    
      
        
        

      

      
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    SECTION
      7.08.   Right
      of Set-Off.
      If an
      Event of Default shall have occurred and be continuing, each Agent, each Lender,
      each LC Issuer and each of their respective Affiliates is hereby authorized
      at
      any time and from time to time, to the fullest extent permitted by law, to
      set
      off and apply any and all deposits (general or special, time or demand,
      provisional or final) at any time held and other obligations at any time owing
      by such Agent, such Lender, such LC Issuer or such Affiliate to or for the
      credit or the account of any Loan Party against any of and all the Obligations
      of such Loan Party now or hereafter existing under this Agreement owed to such
      Agent, such Lender or such LC Issuer, irrespective of whether or not such Agent,
      such Lender or such LC Issuer shall have made any demand under this Agreement
      and although such obligations may be unmatured. The rights of each Agent, each
      Lender, each LC Issuer and its Affiliates under this Section 7.08 are in
      addition to other rights and remedies (including other rights of set-off) which
      such Person may have.

     

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

     

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

     

    (c)
        Each
      of
      the Loan Parties hereby irrevocably and unconditionally waives, to the fullest
      extent it may legally and effectively do so, any objection which it may now
      or
      hereafter have to the laying of venue of any suit, action or proceeding arising
      out of or relating to this Agreement or any other Loan Document in any court
      referred to in paragraph (b) of this Section 7.09. Each of the parties
      hereto hereby irrevocably waives, to the fullest extent permitted by law, the
      defense of an inconvenient forum to the maintenance of such action or proceeding
      in any such court.

     

    (d)
        Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section 7.01. Nothing in this Agreement or any
      other Loan Document will affect the right of any party to this Agreement to
      serve process in any other manner permitted by law.

     

    
      
        
        

      

      
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    SECTION
      7.10.   WAIVER
      OF JURY TRIAL.
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
      INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
      OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR
      ANY
      OTHER THEORY).
      EACH
      PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
      OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
      WOULD
      NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
      (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
      ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
      CERTIFICATIONS IN THIS SECTION 7.10.

     

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

     

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

     

    SECTION
      7.13.   Termination
      or Release.
      (a)
      This Agreement, the Guarantees made herein, the Security Interest and all other
      security interests granted hereby shall terminate when all the Obligations
      (other than, with respect to the termination of the Security Interest and all
      other security interests granted hereby only, any Obligations that consist
      solely of contingent obligations) have been indefeasibly paid in full, all
      Commitments under the Credit Agreement shall have been reduced to zero, no
      LC
      Issuer shall have any obligation to issue Letters of Credit under the Credit
      Agreement and no Letter of Credit shall be outstanding (other than any Letter
      of
      Credit the obligations under which have been cash collateralized in full or
      supported by letters of credit of other banks naming the applicable LC Issuer
      as
      the beneficiary, in each case, in a manner satisfactory to the applicable LC
      Issuer). In connection with any termination pursuant to this paragraph, the
      Collateral Agent shall execute and deliver to any Loan Party, at such Loan
      Party’s expense, all Uniform Commercial Code termination statements and any
      other documents that such Loan Party shall reasonably request to evidence such
      termination. Any execution and delivery of documents pursuant to this
      Section 7.13 shall be without recourse to, or representation of warranty
      by, the Collateral Agent or any other Secured Party.

     

    
      
        
        

      

      
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    (b)
        Release
      of any Subsidiary Loan Party from its obligations hereunder and of the Security
      Interest in any Collateral shall be governed by Section 9.08(a) of the
      Credit Agreement.

     

    SECTION
      7.14.   Additional
      Subsidiaries.
      Pursuant to Section 6.13(c) of the Credit Agreement, certain subsidiaries
      not originally parties hereto may be required from time to time to enter in
      this
      Agreement as Subsidiary Loan Parties. Upon execution and delivery by the
      Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I
      hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with
      the
      same force and effect as if originally named as a Subsidiary Loan Party herein.
      The execution and delivery of any such instrument shall not require the consent
      of any other Loan Party hereunder. The rights and obligations of each Loan
      Party
      hereunder shall remain in full force and effect notwithstanding the addition
      of
      any new Loan Party as a party to this Agreement.

     

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

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

       

    

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

    
      	 	 	 
	 	
              SPECTRUM
                BRANDS, INC., as the Borrower

            
	 
 	 
 	 
 
	
            	By:  	/s/ Randall
              J. Steward
	 	
              

              Name: Randall
                J. Steward

            
	 	
              Title: Executive
                Vice President and Chief  Financial
                Officer

            


    

    
      	 	 	 
	 	
              SPECTRUM
                BRANDS, INC., as the Borrower

            
	 
 	 
 	 
 
	
            	By:  	/s/
              James T. Lucke
	 	
              

              Name: James
                T. Lucke

            
	 	
              Title: Senior
                Vice President, Secretary and  General
                Counsel

            


    

    
      	 	 	 
	 	
              ROVCAL,
                INC., as a Subsidiary Loan Party

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward
	 	
              

              Name: Randall
                J. Steward

            
	 	
              Title: Vice
                President and Treasurer

            


      	 	 	 
	 	
              ROV
                HOLDING, INC., as a Subsidiary Loan Party

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward
	 	
              

              Name: Randall
                J. Steward

            
	 	
              Title: Vice
                President

            


      	 	 	 
	 	
              TETRA
                HOLDING (US), INC., as a Subsidiary Loan Party

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward
	 	
              

              Name: James
                T. Lucke

            
	 	
              Title: Assistant
                Secretary

            


    

    
       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              UNITED
                INDUSTRIES CORPORATION, as a Subsidiary Loan Party

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward
	 	
              

              Name: Randall
                J. Steward

            
	 	
              Title: Executive
                Vice President, Treasurer and  Chief
                Financial Officer

            


      	 	 	 
	 	
              SCHULTZ
                COMPANY, as a Subsidiary Loan Party

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward
	 	
              

              Name: Randall
                J. Steward

            
	 	
              Title: Vice
                President, Treasurer and Chief  Financial
                Officer

            


      	 	 	 
	 	
              SPECTRUM
                NEPTUNE US HOLDCO CORPORATION, as a Subsidiary Loan
                Party

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward
	 	
              

              Name: Randall
                J. Steward

            
	 	
              Title: Vice
                President, Treasurer and Chief  Financial
                Officer

            


      	 	 	 
	 	
              UNITED
                PET GROUP, INC., as a Subsidiary Loan Party

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward
	 	
              

              Name: Randall
                J. Steward

            
	 	
              Title: Vice
                President, Treasurer and Chief  Financial
                Officer

            


    

    
       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	 	 
	 	
              DB
                ONLINE, LLC, as a Subsidiary Loan Party

            
	 	
              By:
                United Pet Group, Inc., Its Sole Member 

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward
	 	
              

              Name: Randall
                J. Steward

            
	 	
              Title: Vice
                President, Treasurer and Chief  Financial
                Officer

            


      	 	 	 
	 	
              AQUARIA,
                INC., as a Subsidiary Loan Party

            
	 
 	 
 	 
 
	
            	By:  	/s/ Randall J. Steward
	 	
              

              Name: Randall
                J. Steward

            
	 	
              Title: Vice
                President, Treasurer and Chief  Financial
                Officer

            


      	 	 	 
	 	
              SOUTHERN
                CALIFORNIA FOAM, INC., as a Subsidiary Loan Party

            
	 
 	 
 	 
 
	
            	By:  	/s/ Randall J. Steward
	 	
              

              Name: Randall
                J. Steward

            
	 	
              Title: Vice
                President, Treasurer and Chief  Financial
                Officer

            


      	 	 	 
	 	
              PERFECTO
                MANUFACTURING, INC., as a Subsidiary Loan Party

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward
	 	
              

              Name: Randall
                J. Steward

            
	 	
              Title: Vice
                President, Treasurer and Chief  Financial
                Officer

            




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              AQUARIUM
                SYSTEMS, INC., as a Subsidiary Loan Party

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward
	 	
              

              Name: Randall
                J. Steward

            
	 	
              Title: Vice
                President, Treasurer and Chief  Financial
                Office

            


    

    
      	 	 	 
	 	
              GOLDMAN
                SACHS CREDIT PARTNERS, L.P., as the Collateral Agent

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Walter A. Jackson
	 	
              

              Name: Walter
                A. Jackson

            
	 	
              Title: Authorized
                Signatory