exv10w30



 





Exhibit 10.30




SECURITY AGREEMENT




     This SECURITY AGREEMENT (this “Agreement”) is made this 30th day of March 2007, among
the Grantors listed on the signature pages hereof and those additional entities that hereafter
become parties hereto by executing the form of Supplement attached hereto as Annex 1
(collectively, jointly and severally, “Grantors” and each individually, “Grantor”),
and ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), in its capacity as
collateral agent for the below-defined Lender Group (together with its successors and assigns, if
any, in such capacity “Collateral Agent”).



W I T N E S S E T H:




     WHEREAS, pursuant to that certain Financing Agreement of even date herewith (as amended,
restated, supplemented or otherwise modified from time to time, including all exhibits and
schedules thereto, the “Financing Agreement”) among LOUD TECHNOLOGIES INC., a Washington
corporation (“Parent” or “US Borrower”), and GRACE ACQUISITIONCO LIMITED, a company
incorporated under the laws of England and Wales with registered number 06078534 (“UK
Borrower”), each subsidiary of the Parent listed on the signature pages thereto, the lenders
from time to time party thereto (each a “Lender” and collectively, the “Lenders”),
the Collateral Agent, and Ableco, as administrative agent for the Lenders (in such capacity,
together with any successor administrative agent, the “Administrative Agent” and together
with the Collateral Agent, each an “Agent” and collectively, the “Agents”), the
Lender Group is willing to make certain financial accommodations available to Borrower from time to
time pursuant to the terms and conditions thereof, and



     WHEREAS, Collateral Agent has agreed to act as collateral agent for the benefit of the Lender
Group in connection with the transactions contemplated by this Agreement, and



     WHEREAS, in order to induce the Lender Group to enter into the Financing Agreement and the
other Loan Documents and to induce the Lender Group to make financial accommodations to Borrower as
provided for in the Financing Agreement, Grantors have agreed to grant a continuing security
interest in and to the Collateral in order to secure the prompt and complete payment, observance
and performance of, among other things, the Secured Obligations, and



     NOW, THEREFORE, for and in consideration of the recitals made above and other good and
valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:



     1. Defined Terms. All capitalized terms used herein (including in the
preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the
Financing Agreement. Any terms used in this Agreement that are defined in the Code shall be
construed and defined as set forth in the Code unless otherwise defined herein or in the Financing
Agreement; provided, however, that to the extent that the Code is used to define
any term herein and such term is defined differently in different Articles of the Code, the
definition of such term contained in Article 9 of the Code shall govern. In addition to those
terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall
have the following meanings:



          (a) “Account” means an account (as that term is defined in Article 9 of the
Code).




 









 








          (b) “Account Debtor” means any Person who is obligated on an Account,
chattel paper, or a general intangible.




          (c) “Administrative Agent” has the meaning specified therefor in the
recitals to this Agreement.




          (d) “Agent” and “Agents” have the meaning specified therefor in the
recitals to this Agreement.




          (e) “Books” means books and records (including each Grantor’s Records
indicating, summarizing, or evidencing such Grantor’s assets (including the Collateral) or
liabilities, each Grantor’s Records relating to such Grantor’s business operations or financial
condition, and each Grantor’s goods or General Intangibles related to such information).




          (f) “Borrower” means, collectively, Parent and UK Borrower.




          (g) “Capital Stock” has the meaning specified therefor in the Financing
Agreement.




          (h) “Cash and Cash Equivalents” has the meaning specified therefor in the
Financing Agreement.




          (i) “Chattel Paper” means chattel paper (as that term is defined in the
Code) and includes tangible chattel paper and electronic chattel paper.




          (j) “Code” means the New York Uniform Commercial Code, as in effect from
time to time; provided, however, that in the event that, by reason of mandatory provisions of law,
any or all of the attachment, perfection, priority, or remedies with respect to Agent’s Lien on any
Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction
other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted
and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to
such attachment, perfection, priority, or remedies.




          (k) “Collateral” means, collectively, the UK Obligations Collateral and the
US Obligations Collateral.




          (l) “Collateral Agent” has the meaning specified therefor in the preamble to
this Agreement.




          (m) “Commercial Tort Claims” means commercial tort claims (as that term is
defined in the Code) and includes those commercial tort claims listed on Schedule 1
attached hereto.




          (n) “Copyrights” means any and all copyrights and copyright registrations,
including (i) the copyright registrations and recordings thereof and all applications in connection
therewith listed on Schedule 1 attached hereto and made a part hereof, (ii) all reissues,
continuations, extensions or renewals thereof, (iii) all income, royalties, damages and payments
now and hereafter due or payable under and with respect thereto, including, payments under all
licenses entered into in connection therewith and damages and payments for past or future
infringements thereof, (iv) the right to sue for past, present and future infringements thereof,
(v) the goodwill of each Grantor’s business symbolized by the foregoing and connected therewith,
and (vi) all of each Grantor’s rights corresponding thereto throughout the world.




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          (o) “Copyright Security Agreement” means each Copyright Security Agreement
among Grantors, or any of them, and Collateral Agent, for the benefit of the Lender Group, in
substantially the form of Exhibit A attached hereto, pursuant to which Grantors have
granted to Collateral Agent, for the benefit of the Lender Group, a security interest in all their
respective Copyrights.




          (p) “Deposit Account” means a “deposit account” (as that term is defined in
the Code).




          (q) “Equipment” means “equipment” (as that term is defined in the Code) and
includes machinery, machine tools, motors, furniture, furnishings, fixtures, vehicles (including
motor vehicles), computer hardware, tools, parts, and goods (other than consumer goods, farm
products, or Inventory), wherever located, including all attachments, accessories, accessions,
replacements, substitutions, additions, and improvements to any of the foregoing.




          (r) “Event of Default” has the meaning specified therefor in Section
9 of the Financing Agreement.




          (s) “Financing Agreement” has the meaning specified therefor in the recital
to this Agreement.




          (t) “General Intangibles” means general intangibles (as that term is defined
in the Code) and includes payment intangibles, contract rights, rights to payment, rights arising
under common law, statutes, or regulations, choses or things in action, goodwill (including the
goodwill associated with any Trademark, Patent, or Copyright), Patents, Trademarks, Copyrights,
URLs and domain names, industrial designs, other industrial or Intellectual Property or
rights therein or applications therefor, whether under license or otherwise, programs, programming
materials, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from
pension funds, route lists, rights to payment and other rights under any royalty or licensing
agreements, including Intellectual Property Licenses, infringement claims, computer programs,
information contained on computer disks or tapes, software, literature, reports, catalogs, pension
plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund
claims, interests in a partnership or limited liability company which do not constitute a security
under Article 8 of the Code, and any other personal property other than Commercial Tort Claims,
money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable
Collateral, and oil, gas, or other minerals before extraction.




          (u) “Grantor” and “Grantors” have the respective meanings specified
therefor in the recitals to this Agreement.




          (v) “Guaranty” has the meaning specified therefor in the Financing
Agreement.




          (w) “Insolvency Proceeding” has the meaning specified therefor in the
Financing Agreement.




          (x) “Intellectual Property” means any and all Intellectual Property
Licenses, Patents, Copyrights, Trademarks, the goodwill associated with such Trademarks, trade
secrets and customer lists.




          (y) “Intellectual Property Licenses” means rights under or interests in any
patent, trademark, copyright or other intellectual property, including software license agreements
with any other party, whether the applicable Grantor is a licensee or licensor under any such
license agreement (but excluding any off-the-shelf software license agreement) ,
including the license agreements listed on Schedule 2 attached hereto and made a part
hereof, and the right to use the foregoing in connection with the enforcement of the Lender Group’s
rights under the Loan Documents, including the right to prepare for

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sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and
now or hereafter covered by such licenses.




          (z) “Inventory” means inventory (as that term is defined in the Code).




          (aa) “Investment Related Property” means (i) any and all investment property
(as that term is defined in the Code), and (ii) any and all of the following regardless of whether
classified as investment property under the Code: all Pledged Interests, Pledged Operating
Agreements, and Pledged Partnership Agreements.




          (bb) “Lender” and “Lenders” have the respective meanings specified
therefor in the recitals to this Agreement.




          (cc) “Lender Group” means, individually and collectively, each of the
Lenders and each of the Agents.




          (dd) “Loan Document” has the meaning specified therefore in the Financing
Agreement.




          (ee) “Negotiable Collateral” means letters of credit, letter of credit
rights, instruments, promissory notes, drafts and documents (as that term is defined in the Code).




          (ff) “Obligations” has the meaning specified therefor in the Financing Agreement.




          (gg) “Parent” has the meaning specified therefor in the recitals to this Agreement.




          (hh) “Patents” means any and all patents and patent applications, including,
(i) the patents and patent applications listed on Schedule 3 attached hereto and made a
part hereof, (ii) all renewals thereof, (iii) all income, royalties, damages and payments now and
hereafter due or payable under and with respect thereto, including, payments under all licenses
entered into in connection therewith and damages and payments for past or future infringements
thereof, (iv) the right to sue for past, present and future infringements thereof, and (v) all of
each Grantor’s rights corresponding thereto throughout the world.




          (ii) “Patent Security Agreement” means each Patent Security Agreement among
Grantors, or any of them, and Collateral Agent, for the benefit of the Lender Group, in
substantially the form of Exhibit B attached hereto, pursuant to which Grantors have
granted to Collateral Agent, for the benefit of the Lender Group, a security interest in all their
respective Patents.




          (jj) “Permitted Liens” has the meaning specified therefor in the Financing
Agreement.




          (kk) “Person” has the meaning specified therefor in the Financing Agreement.




          (ll) “Pledged Companies” means, each Person listed on Schedule 4
hereto as a “Pledged Company”, together with each other Person, all or a portion of whose Capital
Stock, is acquired or otherwise owned by a Grantor after the Effective Date.




          (mm) “Pledged Interests” means all of each Grantor’s right, title and
interest in and to all of the Capital Stock now or hereafter owned by such Grantor, regardless of
class or designation, including, in each of the Pledged Companies, and all substitutions therefor
and replacements thereof, all

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proceeds thereof and all rights relating thereto, including any certificates representing the
Capital Stock, the right to request after the occurrence and during the continuation of an Event of
Default that such Capital Stock be registered in the name of Collateral Agent or any of its
nominees, the right to receive any certificates representing any of the Capital Stock and the right
to require that such certificates be delivered to Collateral Agent together with undated powers or
assignments of investment securities with respect thereto, duly endorsed in blank by such Grantor,
all warrants, options, share appreciation rights and other rights, contractual or otherwise, in
respect thereof and of all dividends, distributions of income, profits, surplus, or other
compensation by way of income or liquidating distributions, in cash or in kind, and all cash,
instruments, and other property from time to time received, receivable, or otherwise distributed in
respect of or in addition to, in substitution of, on account of, or in exchange for any or all of
the foregoing.




          (nn) “Pledged Interests Addendum” means a Pledged Interests Addendum
substantially in the form of Exhibit C to this Agreement.




          (oo) “Pledged Note” means any promissory note (as that term is defined in
the Code) issued in favor of any of the Grantors.




          (pp) “Pledged Operating Agreements” means all of each Grantor’s rights,
powers, and remedies under the limited liability company operating agreements of each of the
Pledged Companies that is a limited liability company.




          (qq) “Pledged Partnership Agreements” means all of each Grantor’s rights,
powers, and remedies under the partnership agreements of each of the Pledged Companies that is a
partnership.




          (rr) “Real Property” means any estates or interests in real property now
owned or hereafter acquired by any Grantor or any Subsidiary of any Grantor and the improvements
thereto.




          (ss) “Records” means information that is inscribed on a tangible medium or
which is stored in an electronic or other medium and is retrievable in perceivable form.




          (tt) “Related Parties” means, with respect to any Indemnified Party, such
Indemnified Party and each of its officers, directors and employees




          (uu) “Security Interest” means, collectively, the UK Obligations Security
Interest and the US Obligations Security Interest.




          (vv) “Secured Obligations” means each and all of the following: (a)
all of the present and future obligations of Grantors arising from this Agreement, the Financing
Agreement, or the other Loan Documents (including any Guaranty), (b) all Obligations of the Loan
Parties, including reasonable attorneys fees and expenses and any interest, fees, or expenses that
accrue after the filing of an Insolvency Proceeding, regardless of whether allowed or allowable in
whole or in part as a claim in any Insolvency Proceeding




          (ww) “Securities Account” means a securities account (as that term is
defined in the Code).




          (xx) “Supporting Obligations” means supporting obligations (as such term is
defined in the Code) and includes letters of credit and guaranties issued in support of Accounts,
Chattel Paper, documents, General Intangibles, instruments, or Investment Related Property.




          (yy) “Trademarks” means any and all trademarks, trade names, registered
trademarks, trademark applications, service marks, registered service marks and service mark
applications, including,




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(i) the trade names, registered trademarks, trademark applications, registered service marks
and service mark applications listed on Schedule 5 attached hereto and made a part hereof,
(ii) all renewals thereof, (iii) all income, royalties, damages and payments now and hereafter due
or payable under and with respect thereto, including, payments under all licenses entered into in
connection therewith and damages and payments for past or future infringements or dilutions
thereof, (iv) the right to sue for past, present and future infringements and dilutions thereof,
(v) the goodwill of each Grantor’s business symbolized by the foregoing or connected therewith, and
(vi) all of each Grantor’s rights corresponding thereto throughout the world.




          (zz) “Trademark Security Agreement” means each Trademark Security Agreement
among Grantors, or any of them, and Collateral Agent, for the benefit of the Lender Group, in
substantially the form of Exhibit D attached hereto, pursuant to which Grantors have
granted to Collateral Agent, for the benefit of the Lender Group, a security interest in all their
respective Trademarks.




          (aaa) “UK Obligations Collateral” has the meaning specified therefor in
Section 2 hereof.




          (bbb) “UK Obligations Proceeds” has the meaning specified therefor in
Section 2 hereof.




          (ccc) “UK Obligations Security Interest” has the meaning specified therefor
in Section 2 hereof.




          (ddd) “URL” means “uniform resource locator,” an internet web address.




          (eee) “US Obligations Collateral” has the meaning specified
therefor in Section 2 hereof.




          (fff) “US Obligations Proceeds” has the meaning specified
therefor in Section 2 hereof.




          (ggg) “US Obligations Security Interest” has the meaning specified therefor
in Section 2 hereof.




     2. Grant of Security. (a) Each Grantor hereby unconditionally grants,
assigns and pledges to Collateral Agent, for the benefit of the Lender Group to secure the UK
Obligations (including such Grantor’s Obligations in respect of all or any portion of the UK
Obligations pursuant to the Guaranty set forth in Section 11.01(a) of the Financing
Agreement), a continuing security interest hereinafter referred to as the “UK Obligations
Security Interest” in all personal property of such Grantor whether now owned or hereafter
acquired or arising and wherever located, including such Grantor’s right, title, and interest in
and to the following, whether now owned or hereafter acquired or arising and wherever located (the
“UK Obligations Collateral”):



               (i) all of such Grantor’s Accounts;



               (ii) all of such Grantor’s Books;



               (iii) all of such Grantor’s Chattel Paper;



               (iv) all of such Grantor’s interest with respect to any Deposit Account;



               (v) all of such Grantor’s Equipment and fixtures;



               (vi) all of such Grantor’s General Intangibles;



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               (vii) all of such Grantor’s Inventory;



               (viii) all of such Grantor’s Investment Related Property;



               (ix) all of such Grantor’s Negotiable Collateral;



               (x) all of such Grantor’s rights in respect of Supporting Obligations;



               (xi) all of such Grantor’s interest with respect to any Commercial Tort Claims;



               (xii) all of such Grantor’s money, Cash and Cash Equivalents, or other assets of
each such Grantor that now or hereafter come into the possession, custody, or control of Collateral
Agent or any other member of the Lender Group; and



               (xiii) all of the proceeds and products, whether tangible or intangible, of any of
the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to
any or all of the foregoing, and any and all Accounts, Books, Cash and Cash Equivalents, Chattel
Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property,
Negotiable Collateral, Supporting Obligations, Commercial Tort Claims, money, or other tangible or
intangible property resulting from the sale, lease, license, exchange, collection, or other
disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any
of the property of Grantors, any rebates or refunds, whether for taxes or otherwise, and all
proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds
thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured
or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty
payable by reason of loss or damage to, or otherwise with respect to any of the foregoing UK
Obligations Collateral (the “UK Obligations Proceeds”). Without limiting the generality of
the foregoing, the term “UK Obligations Proceeds” include whatever is receivable or received when
Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of,
whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or
guaranty payable to any Grantor or Collateral Agent from time to time with respect to any of the
Investment Related Property.



          Notwithstanding anything contained in this Agreement to the contrary, the term “UK Obligations
Collateral” shall not include (i) any rights or interest in any contract, lease, permit, license,
charter or license agreement covering real or personal property of any Grantor or the property
governed by any such contract if under the terms of such contract, lease, permit, license, charter
or license agreement, or applicable law with respect thereto, the valid grant of a security
interest or lien therein or on property governed thereby is prohibited as a matter of law or under
the terms of such contract, lease, permit, license, charter or license agreement or would cause a
forfeiture thereunder and such prohibition has not been waived or the consent of the other party to
such contract, lease, permit, license, charter or license agreement has not been obtained;
provided, that, the foregoing exclusions shall in no way be construed (A) to apply
if any described prohibition is unenforceable under Section 9-406, 9-407, or 9-408 of the Code or
other applicable law, or (B) to limit, impair, or otherwise affect the Lender Group’s continuing
security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due
or to become due under any described contract, lease, permit, license, charter or license agreement
(including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions
of any such contract, lease, permit, license, charter, license agreement, or Capital Stock, or (ii)
any “intent to use” trademark or service mark application contained in General Intangibles if
granting a security interest therein is deemed to invalidate, void, cancel, or abandon such
application; provided, that the foregoing exclusion (A) shall not apply when the granting
of a security interest in such application is no longer deemed to invalidate, void, cancel, or
abandon such application, and (B) shall not limit, impair, or otherwise affect Collateral Agent’s
continuing security interests in and Liens upon any rights or interests of any Grantor in or to any
proceeds from the sale, license, lease, or other dispositions of any such application.




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          (b) Each Grantor hereby unconditionally grants, assigns and pledges to Collateral
Agent, for the benefit of the Lender Group to secure the US Obligations (including such
Grantor’s Obligations in respect of all or any portion of the US Obligations pursuant to the
Guaranty set forth in Section 11.01(a) of the Financing Agreement), a continuing
security interest hereinafter referred to as the “US Obligations Security Interest” in all
personal property of such Grantor whether now owned or hereafter acquired or arising and wherever
located, including such Grantor’s right, title, and interest in and to the following, whether now
owned or hereafter acquired or arising and wherever located (the “US Obligations
Collateral”):




               (i) all of such Grantor’s Accounts;



               (ii) all of such Grantor’s Books;



               (iii) all of such Grantor’s Chattel Paper;



               (iv) all of such Grantor’s interest with respect to any Deposit Account;



               (v) all of such Grantor’s Equipment and fixtures;



               (vi) all of such Grantor’s General Intangibles;



               (vii) all of such Grantor’s Inventory;



               (viii) all of such Grantor’s Investment Related Property;



               (ix) all of such Grantor’s Negotiable Collateral;



               (x) all of such Grantor’s rights in respect of Supporting Obligations;



               (xi) all of such Grantor’s interest with respect to any Commercial Tort Claims;



               (xii) all of such Grantor’s money, Cash and Cash Equivalents, or other assets of
each such Grantor that now or hereafter come into the possession, custody, or control of Collateral
Agent or any other member of the Lender Group; and



               (xiii) all of the proceeds and products, whether tangible or intangible, of any of
the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to
any or all of the foregoing, and any and all Accounts, Books, Cash and Cash Equivalents, Chattel
Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property,
Negotiable Collateral, Supporting Obligations, Commercial Tort Claims, money, or other tangible or
intangible property resulting from the sale, lease, license, exchange, collection, or other
disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any
of the property of Grantors, any rebates or refunds, whether for taxes or otherwise, and all
proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds
thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured
or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty
payable by reason of loss or damage to, or otherwise with respect to any of the foregoing US
Obligations Collateral (the “US Obligations Proceeds”). Without limiting the generality of
the foregoing, the term “US Obligations Proceeds” include whatever is receivable or received when
Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of,
whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or
guaranty payable to any Grantor or Collateral Agent from time to time with respect to any of the
Investment Related Property.



          Notwithstanding anything contained in this Agreement to the contrary, the term “US Obligations
Collateral” shall not include (i) voting Capital Stock of any first-tier Subsidiary of a Grantor or

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any other Loan Party if (A) such Subsidiary is a CFC, and (B) such Capital Stock represent
more than 65% of the outstanding voting Capital Stock of such Subsidiary, (ii) any rights or
interest in any contract, lease, permit, license, charter or license agreement covering real or
personal property of any Grantor or the property governed by any such contract if under the terms
of such contract, lease, permit, license, charter or license agreement, or applicable law with
respect thereto, the valid grant of a security interest or lien therein or on property governed
thereby is prohibited as a matter of law or under the terms of such contract, lease, permit,
license, charter or license agreement or would cause a forfeiture thereunder and such prohibition
has not been waived or the consent of the other party to such contract, lease, permit, license,
charter or license agreement has not been obtained; provided, that, the foregoing
exclusions shall in no way be construed (A) to apply if any described prohibition is unenforceable
under Section 9-406, 9-407, or 9-408 of the Code or other applicable law, or (B) to limit, impair,
or otherwise affect the Lender Group’s continuing security interests in and liens upon any rights
or interests of any Grantor in or to (x) monies due or to become due under any described contract,
lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds
from the sale, license, lease, or other dispositions of any such contract, lease, permit, license,
charter, license agreement, or Capital Stock, or (iii) any “intent to use” trademark or service
mark application contained in General Intangibles if granting a security interest therein is deemed
to invalidate, void, cancel, or abandon such application; provided, that the foregoing
exclusion (A) shall not apply when the granting of a security interest in such application is no
longer deemed to invalidate, void, cancel, or abandon such application, and (B) shall not limit,
impair, or otherwise affect Collateral Agent’s continuing security interests in and Liens upon any
rights or interests of any Grantor in or to any proceeds from the sale, license, lease, or other
dispositions of any such application.




     3. Security for Obligations. The UK Obligations Security Interest created
hereby secures the payment and performance of all the UK Obligations, whether now existing or
arising hereafter. The US Obligations Security Interest created hereby secures the payment and
performance of all the US Obligations, whether now existing or arising hereafter. Without limiting
the generality of the foregoing, this Agreement secures the payment of all amounts which constitute
part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Lender
Group or any of them, but for the fact that they are unenforceable or not allowable due to the
existence of an Insolvency Proceeding involving any Grantor.



     4. Grantors Remain Liable. Anything herein to the contrary notwithstanding,
(a) each of the Grantors shall remain liable under the contracts and agreements included in the
Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to
perform all of the duties and obligations thereunder to the same extent as if this Agreement had
not been executed, (b) the exercise by Collateral Agent or any other member of the Lender Group of
any of the rights hereunder shall not release any Grantor from any of its duties or obligations
under such contracts and agreements included in the Collateral, and (c) none of the members of the
Lender Group shall have any obligation or liability under such contracts and agreements included in
the Collateral by reason of this Agreement, nor shall any of the members of the Lender Group be
obligated to perform any of the obligations or duties of any Grantors thereunder or to take any
action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default
shall occur and be continuing, except as otherwise provided in this Agreement, the Financing
Agreement, or the other Loan Documents, Grantors shall have the right to possession and enjoyment
of the Collateral for the purpose of conducting the ordinary course of their respective businesses,
subject to and upon the terms hereof and of the Financing Agreement and the other Loan Documents.
Without limiting the generality of the foregoing, it is the intention of the parties hereto that
record and beneficial ownership of the Pledged Interests, including, all voting, consensual, and
dividend rights, shall remain in the applicable Grantor until the occurrence of an Event of
Default and until Collateral Agent shall notify the applicable Grantor of Collateral Agent’s
exercise of voting, consensual, or dividend rights with respect to the Pledged Interests pursuant
to Section 15 hereof.



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     5. Representations and Warranties. Each Grantor hereby represents and
warrants as follows:



          (a) The exact legal name of each of the Grantors is set forth on the signature pages
of this Agreement or, if such Grantor has provided a written notice to Collateral Agent of a change
to its legal name pursuant to Section 7.02(c) of the Financing Agreement, as set forth in
such notice.




          (b) Schedule 7 attached hereto sets forth all Real Property owned by
Grantors as of the Effective Date.




          (c) Such Grantor is the sole legal and beneficial owner or licensee of all
Intellectual Property that is material to the conduct of its business as currently contemplated
(other than non-exclusive licenses of Intellectual Property in the ordinary course of business
where such Grantor is the licensor). As of the Effective Date, no Grantor has any interest in, or
title to, any material Copyrights, material Intellectual Property Licenses, material Patents,
material Trademarks, or material Copyrights except as set forth on Schedules 1, 2, 3 and 5,
respectively, attached hereto. This Agreement is effective to create a valid and continuing Lien
on such Copyrights, Intellectual Property Licenses, Patents and registered Trademarks or
Trademark applications (except for Trademark applications filed on an intent-to-use basis) and,
upon filing of the Copyright Security Agreement with the United States Copyright Office and filing
of the Patent Security Agreement and the Trademark Security Agreement with the United States Patent
and Trademark Office, and the filing of appropriate financing statements in the jurisdictions
listed on Schedule 8 hereto, all action necessary to perfect the Security Interest in and
to each Grantor’s Patents, material Trademarks, or registered Copyrights, to the extent perfection
may be achieved in the United States or in the United Kingdom, has been taken and such perfected
Security Interests are enforceable to such extent as against any and all creditors of and
purchasers from any Grantor. No Grantor has any interest in any Copyright that is necessary
in connection with the operation of the Borrower’s business, except for those Copyrights,
identified on Schedule 1 attached hereto which have been registered with the United States
Copyright Office.




          (d) This Agreement creates a valid security interest in the Collateral of each of
Grantors, to the extent a security interest therein can be created under the Code, securing the
payment of the Secured Obligations. Except to the extent a security interest in the Collateral
cannot be perfected by the filing of a financing statement under the Code, all filings and other
actions necessary to perfect such security interest have been duly taken or will have been taken
upon the filing of financing statements listing each applicable Grantor, as a debtor, and
Collateral Agent, as secured party, in the jurisdictions listed next to such Grantor’s name on
Schedule 8 attached hereto. Upon the making of such filings, Collateral Agent shall have a
first priority (except for Permitted Liens arising as a matter of law or granted in connection with
a purchased money Indebtedness or a Capitalized Lease) perfected security interest in the
Collateral of each Grantor to the extent such security interest can be perfected by the filing of a
financing statement. All action by any Grantor necessary to perfect such security interest on each
item of Collateral has been duly taken.




          (e) (i) Except for the Security Interest created hereby, each Grantor is and will at
all times be the sole holder of record and the legal and beneficial owner, free and clear of all
Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 4 as being
owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the
Effective Date; (ii) all of the Pledged Interests (other than Pledged Interests received from
insolvent or troubled entities as a result of delinquent accounts) are duly authorized, validly
issued, fully paid and nonassessable and the Pledged Interests constitute or will constitute the
percentage of the issued and outstanding Capital Stock of the Pledged Companies of such Grantor
identified on Schedule 4 hereto as supplemented or modified by any Pledged Interests
Addendum or any Supplement to this Agreement; (iii) such Grantor has the right and

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requisite authority to pledge, the Investment Related Property (other than Investment Related
Property received from insolvent or troubled entities as a result of delinquent accounts) pledged
by such Grantor to Collateral Agent as provided herein; (iv) all actions necessary to perfect,
establish the first priority (except for Permitted Liens) of, or otherwise protect, Collateral
Agent’s Liens in the Investment Related Collateral, and the proceeds thereof, will have been duly
taken, (A) upon the execution and delivery of this Agreement; (B) upon the taking of possession by
Collateral Agent of any certificates constituting the Pledged Interests, to the extent such Pledged
Interests are represented by certificates, together with undated powers endorsed in blank by the
applicable Grantor; (C) upon the filing of financing statements in the applicable jurisdiction set
forth on Schedule 8 attached hereto for such Grantor with respect to the Pledged Interests
of such Grantor that are not represented by certificates, and (D) with respect to any Securities
Accounts, upon the execution and delivery of Control Agreements with respect thereto; and (v) each
Grantor has delivered to Collateral Agent (or, with respect to any Pledged Interests created or
obtained after the Effective Date, will deliver in accordance with Sections 6(a) and
8 hereof) all certificates representing the Pledged Interests owned by such Grantor to the
extent such Pledged Interests are represented by certificates, and undated powers endorsed in blank
with respect to such certificates. None of the Pledged Interests owned or held by such Grantor has
been issued or transferred in violation of any securities registration, securities disclosure or
similar laws of any jurisdiction to which such issuance or transfer may be subject.




          (f) No consent, approval, authorization, or other order or other action by, and no
notice to or filing with, any Governmental Authority or any other Person is required (i) for the
grant of a Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or
for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the
exercise by Collateral Agent of the voting or other rights provided for in this Agreement with
respect to the Investment Related Property (other than Investment Related Property received from
insolvent or troubled entities as a result of delinquent accounts) or the remedies in respect of
the Collateral pursuant to this Agreement, except as may be required in connection with such
disposition of Investment Related Property by laws affecting the offering and sale of securities
generally. No Intellectual Property License to which such Grantor is a party requires any consent
for such Grantor to grant the security interest granted hereunder in such Grantor’s right, title or
interest in or to any Copyrights, Patents, Trademarks or material Intellectual Property Licenses.




          (g) Schedule 9 attached hereto sets forth all motor vehicles owned by
Grantors as of the Effective Date, by model, model year and vehicle identification number
(“VIN”).




          (h) Schedule 10 attached hereto sets forth all Pledged Notes. Unless
otherwise permitted by the Financing Agreement, the proceeds of the loans evidenced by each Pledged
Note have been fully disbursed, and no Grantor has any obligation to make any future advances or
other disbursements under or in respect of any of the Pledged Notes.




     6. Covenants. Each Grantor, jointly and severally, covenants and agrees
with Collateral Agent and the Lender Group that from and after the date of this Agreement and until
the date of termination of this Agreement in accordance with Section 22 hereof:



          (a) Possession of Collateral. In the event that any Collateral, including
proceeds, is evidenced by or consists of Negotiable Collateral, Investment Related Property, or
Chattel Paper, and if and to the extent that perfection or priority of Collateral Agent’s Security
Interest is dependent on or enhanced by possession, the applicable Grantor, as promptly as
practicable upon the request of Collateral Agent and in accordance with Section 8 hereof,
shall execute such other documents and instruments as shall be reasonably requested by Collateral
Agent or, if applicable, endorse and deliver physical possession of such Negotiable Collateral
(other than items deposited or to be deposited for collection),

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Investment Related Property, or Chattel Paper to Agent, together with such undated powers
endorsed in blank as shall be requested by Collateral Agent;




          (b) Chattel Paper.




               (i) Upon the request of the Collateral Agent, each Grantor shall as promptly as
practicable take all steps reasonably necessary to grant Collateral Agent control of all electronic
Chattel Paper in accordance with the Code and all “transferable records” as that term is defined in
Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic
Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction;



               (ii) If any Grantor retains possession of any Chattel Paper or instruments (which
retention of possession shall be subject to the extent permitted hereby and by the Financing
Agreement), promptly upon the request of Collateral Agent, such Chattel Paper and instruments shall
be marked with the following legend: “This writing and the obligations evidenced or secured hereby
are subject to the Security Interest of Ableco Finance LLC, as collateral agent for the benefit of
the Lender Group”;



          (c) Control Agreements.




               (i) Except to the extent otherwise permitted by the Financing Agreement, each
Grantor shall obtain an authenticated Control Agreement, from each bank holding a Deposit Account
for such Grantor;



               (ii) Except to the extent otherwise permitted by the Financing Agreement, each
Grantor shall obtain authenticated Control Agreements, from each issuer of uncertificated
securities, securities intermediary, or commodities intermediary issuing or holding any financial
assets or commodities to or for any Grantor;



          (d) Letter-of-Credit Rights. Each Grantor that is or becomes the
beneficiary of a letter of credit shall promptly (and in any event within 5 Business Days after
becoming a beneficiary), notify Collateral Agent thereof and, upon the request by Collateral Agent,
enter into a tri-party agreement with Collateral Agent and the issuer or confirming bank with
respect to letter-of-credit rights (as that term is defined in the Code) assigning such
letter-of-credit rights to Collateral Agent and directing all payments thereunder to Collateral
Agent’s Account, all in form and substance satisfactory to Collateral Agent;




          (e) Commercial Tort Claims. Each Grantor shall promptly (and in any
event within 5 Business Days of receipt thereof), notify Collateral Agent in writing upon incurring
or otherwise obtaining a Commercial Tort Claim involving a claim in excess of $100,000 against
any third party and, upon request of Collateral Agent, promptly amend Schedule 6 to this
Agreement to describe such after-acquired Commercial Tort Claim in a manner that reasonably
identifies such Commercial Tort Claim, and hereby authorizes the filing of additional
financing statements or amendments to existing financing statements and do such other acts or
things deemed necessary or desirable by Collateral Agent to give Collateral Agent a first priority,
perfected security interest in any such Commercial Tort Claim;




          (f) Government Contracts. If any Account or Chattel Paper arises out of a
contract or contracts with the United States of America or any department, agency, or
instrumentality thereof, Grantors shall promptly (and in any event within 5 Business Days of the
creation thereof) notify Agent thereof in writing and execute any instruments or take any steps
reasonably required by Collateral Agent in order that all moneys due or to become due under such
contract or contracts shall be assigned to

12









 








Collateral Agent, for the benefit of the Lender Group, and notice thereof given under the
Assignment of Claims Act or other applicable law;




          (g) Intellectual Property.




               (i) Upon request of Collateral Agent, in order to facilitate filings with the United
States Patent and Trademark Office and the United States Copyright Office, each Grantor shall
execute and deliver to Collateral Agent one or more Copyright Security Agreements, Trademark
Security Agreements, or Patent Security Agreements to further evidence Collateral Agent’s Lien on
such Grantor’s Patents, Trademarks, or Copyrights, and the General Intangibles of such Grantor
relating thereto or represented thereby;



               (ii) Each Grantor shall have the duty, to the extent necessary or economically
desirable in the operation of such Grantor’s business, (A) to sue for infringement,
misappropriation, or dilution and to recover any and all damages for such infringement,
misappropriation, or dilution, (B) to prosecute diligently any trademark application or service
mark application that is part of the Trademarks pending as of the date hereof or hereafter until
the termination of this Agreement, (C) to prosecute diligently any patent application that is part
of the Patents pending as of the date hereof or hereafter until the termination of this Agreement,
and (D) to take all necessary action to preserve and maintain all of such Grantor’s Patents,
Trademarks, Copyrights, Intellectual Property Licenses, and its rights therein, including the
filing of applications for renewal, affidavits of use, affidavits of noncontestability and
opposition and interference and cancellation proceedings. Each Grantor shall promptly file an
application with the United States Copyright Office for any Copyright that has not been registered
with the United States Copyright Office if such Copyright is necessary in connection with the
operation of such Grantor’s business. Any expenses incurred in connection with the foregoing shall
be borne by the appropriate Grantor. Each Grantor further agrees not to abandon any material
Patent, Trademark, Copyright, or Intellectual Property License that is necessary or economically
desirable in the operation of such Grantor’s business without the prior written consent of
Collateral Agent;



               (iii) Grantors acknowledge and agree that the Lender Group shall have no duties with
respect to the Trademarks, Patents, Copyrights, or Intellectual Property Licenses. Without
limiting the generality of this Section 6(g), Grantors acknowledge and agree that no member
of the Lender Group shall be under any obligation to take any steps necessary to preserve rights in
the Trademarks, Patents, Copyrights, or Intellectual Property Licenses against any other Person,
but any member of the Lender Group may do so at its option from and after the occurrence and during
the continuance of an Event of Default, and all expenses incurred in connection therewith
(including, reasonable fees and expenses of attorneys and other professionals) shall be for the
sole account of Borrower and shall be chargeable to the Loan Account;



               (iv) In no event shall any Grantor, either itself or through any agent, employee,
licensee, or designee, file an application for the registration of any Copyright with the United
States Copyright Office without giving Collateral Agent prior written notice thereof or any Patent
or Trademark with the United States Patent and Trademark Office without giving Collateral Agent
written notice thereof promptly thereafter. Promptly upon any such filing, each Grantor shall
comply with Section 6(g)(i) hereof;



          (h) Investment Related Property.




               (i) If any Grantor shall receive or become entitled to receive any Pledged Interests
(other than Pledged Interests of little or no value that are received from insolvent or troubled
entities as a result of delinquent accounts) after the Effective Date, it shall promptly (and in
any event



13









 




within 5 Business Days of receipt thereof) deliver to Collateral Agent a duly executed Pledged
Interests Addendum identifying such Pledged Interests;




               (ii) Upon the occurrence and during the continuance of an Event of Default,
all sums of money and property paid or distributed in respect of the Investment Related
Property which are received by any Grantor shall be held by the Grantors in trust for the benefit
of Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver
such property forthwith to Collateral Agent in the exact form received;



               (iii) [intentionally omitted];



               (iv) No Grantor shall make or consent to any amendment or other modification or
waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership
Agreement, or enter into any agreement or permit to exist any restriction with respect to any
Pledged Interests, in each case, that would materially adversely affect the rights of Collateral
Agent and the other members of the Lender Group or the value of the applicable
Collateral other than pursuant to the Loan Documents;



               (v) Each Grantor agrees that it will cooperate with Collateral Agent in obtaining
all necessary approvals and making all necessary filings under federal, state, local, or foreign
law in connection with the Security Interest on the Investment Related Property or any sale or
transfer thereof;



               (vi) As to all limited liability company or partnership interests, issued under any
Pledged Operating Agreement or Pledged Partnership Agreement, all limited liability company or
partnership interests, issued each Grantor hereby represents, warrants and covenants that the
Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded
on securities exchanges or in securities markets, (B) do not and will not constitute investment
company securities, and (C) are not and will not be held by such Pledgor in a securities account.
In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any
other agreements governing any of the Pledged Interests issued under any Pledged Operating
Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests
are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant
jurisdiction;



          (i) Real Property; Fixtures. Each Grantor covenants and agrees that upon
the acquisition of any fee interest in Real Property it will promptly (and in any event within 5
Business Days of acquisition) notify Collateral Agent of the acquisition of such Real Property and
will grant to Collateral Agent, for the benefit of the Lender Group, a first priority Mortgage on
each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such
other documentation and opinions, in form and substance satisfactory to Collateral Agent, in
connection with the grant of such Mortgage as Collateral Agent shall request in its Permitted
Discretion, including title insurance policies, financing statements, fixture filings and
environmental audits and such Grantor shall pay all recording costs, intangible taxes and other
fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith.
Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the
Collateral shall remain personal property regardless of the manner of its attachment or affixation
to real property.




          (j) Transfers and Other Liens. Grantors shall not (i) sell, assign (by
operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of
the Collateral, except as expressly permitted by the Financing Agreement, or (ii) create or permit
to exist any Lien upon or with respect to any of the Collateral of any of Grantors, except for
Permitted Liens. The inclusion of UK Proceeds or US Proceeds in the Collateral shall not be deemed
to constitute Collateral Agent’s consent to

14









 








any sale or other disposition of any of the Collateral except as expressly permitted in this
Agreement or the other Loan Documents;




          (k) Other Actions as to Any and All Collateral. Each Grantor shall promptly
(and in any event within 5 Business Days of acquiring or obtaining such Collateral) notify
Collateral Agent in writing upon acquiring or otherwise obtaining any Collateral after the date
hereof consisting of (i) Trademarks, Patents, Copyrights, Intellectual Property Licenses,
Investment Related Property, Chattel Paper (electronic, tangible or otherwise) (provided
that such Grantor shall have no obligation to comply with this Section 6(k) with
respect to Chattel Paper until the aggregate value of such Chattel Paper in which Grantors have an
interest exceeds $100,000), documents (as defined in Article 9 of the Code) (provided
that such Grantor shall have no obligation to comply with this Section 6(k) with
respect to documents until the aggregate value of such documents in which Grantors have an interest
exceeds $100,000), promissory notes (as defined in the Code) (provided that such
Grantor shall have no obligation to comply with this Section 6(k) with respect to
promissory notes until the aggregate value of such promissory notes in which Grantors have an
interest exceeds $100,000), or instruments (as defined in the Code) (other than items
deposited or to be deposited for collection) or (ii) any amount payable under or in connection with
any of the Collateral being or becoming evidenced after the date hereof by any Chattel Paper,
documents, promissory notes, or instruments (other than items deposited or to be deposited for
collection) and, in each such case upon the request of Collateral Agent and in accordance with
Section 8 hereof, promptly execute such other documents, or if applicable, deliver such
Chattel Paper, other documents or certificates evidencing any Investment Related Property in
accordance with Section 6 hereof and do such other acts or things deemed reasonably
necessary by Collateral Agent to protect Collateral Agent’s Security Interest therein; and




          (l) Motor Vehicles. Upon request of Collateral Agent, with respect to all
motor vehicles constituting Collateral and owned by any Grantors, Grantor shall deliver to
Collateral Agent, a certificate of title for all such motor vehicles which fair market value
individually or in aggregate exceeds $100,000 and shall cause those title certificates to be filed
(with Collateral Agent’s lien noted thereon) in the appropriate state motor vehicle filing office.




          (m) Pledged Notes. Without Collateral Agent’s prior written consent, no
Grantor shall (i) waive, release, or forgive all or any portion of any obligation to pay principal
or interest in respect of the Intercompany Note, (ii) agree to, assign or surrender its rights or
interests under the Intercompany Note, (iii) terminate or cancel the Intercompany Note, or (iv)
materially modify, change, supplement, or amend the Intercompany Note in a manner that would
materially and adversely affect the value of the Intercompany Note.




     7. Relation to Other Security Documents. The provisions of this Agreement
shall be read and construed with the other Loan Documents referred to below in the manner so
indicated.



          (a) Financing Agreement. In the event of any conflict between any provision
in this Agreement and a provision in the Financing Agreement, such provision of the Financing
Agreement shall control.




          (b) Patent, Trademark, Copyright Security Agreements. The provisions of the
Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are
supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security
Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the
rights or remedies of Collateral Agent hereunder.




15









 








     8. Further Assurances.



          (a) Each Grantor agrees that from time to time, at its own expense, such Grantor
will promptly execute and deliver all further instruments and documents, and take all further
action, that may be necessary or that Collateral Agent may reasonably request, in order to perfect
and protect any Security Interest granted or purported to be granted hereby or to enable Collateral
Agent to exercise and enforce its rights and remedies hereunder with respect to any of the
Collateral.




          (b) Each Grantor authorizes the filing by Collateral Agent of financing or
continuation statements, or amendments thereto, and such Grantor will execute and deliver to
Collateral Agent such other instruments or notices, as may be necessary or as Collateral Agent may
reasonably request, in order to perfect and preserve the Security Interest granted or purported to
be granted hereby.




          (c) Each Grantor authorizes Collateral Agent at any time and from time to time to
file, transmit, or communicate, as applicable, financing statements and amendments (i) describing
the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar
effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or
(iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency
or filing office acceptance. Each Grantor also hereby ratifies any and all financing statements or
amendments previously filed by Agent in any jurisdiction.




          (d) Each Grantor acknowledges that it is not authorized to file any financing
statement or amendment or termination statement with respect to any financing statement filed in
connection with this Agreement without the prior written consent of Collateral Agent, subject to
such Grantor’s rights under Section 9-509(d)(2) of the Code.




     9. Collateral Agent’s Right to Perform Contracts. Upon the occurrence and
during the continuance of an Event of Default, Collateral Agent (or its designee) (a) may proceed
to perform any and all of the obligations of any Grantor contained in any contract, lease, or other
agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor
itself could, (b) shall have the right to use any Grantor’s rights under Intellectual Property
Licenses in connection with the enforcement of the Collateral Agent’s rights hereunder, including
the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned
by any Grantor and now or hereafter covered by such licenses, and (c) shall have the right to
request that any Stock that is pledged hereunder be registered in the name of Collateral Agent or
any of its nominees.



     10. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby
irrevocably appoints Collateral Agent its attorney-in-fact, with full authority in the place and
stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of
Default has occurred and is continuing under the Financing Agreement, to take any action and to
execute any instrument which Collateral Agent may reasonably deem necessary or advisable to
accomplish the purposes of this Agreement, including:



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




          (b) to receive and open all mail addressed to such Grantor and to notify postal
authorities to change the address for the delivery of mail to such Grantor to that of Collateral
Agent;




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




16









 








          (d) to file any claims or take any action or institute any proceedings which
Collateral Agent may deem necessary or desirable for the collection of any of the Collateral of
such Grantor or otherwise to enforce the rights of Collateral Agent with respect to any of the
Collateral;




          (e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in
part the purchase order of any Person obligated to such Grantor in respect of any Account of such
Grantor;




          (f) to use any labels, Patents, Trademarks, trade names, URLs, domain names,
industrial designs, Copyrights, advertising matter or other industrial or intellectual property
rights, in advertising for sale and selling Inventory and other Collateral and to collect any
amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and




          (g) Collateral Agent on behalf of the Lender Group shall have the right, but shall
not be obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and
Intellectual Property Licenses and, if Collateral Agent shall commence any such suit, the
appropriate Grantor shall, at the request of Collateral Agent, do any and all lawful acts and
execute any and all proper documents reasonably required by Collateral Agent in aid of such
enforcement.




     To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact
shall lawfully do or cause to be done by virtue of this Section 10. This power of attorney
is coupled with an interest and shall be irrevocable until this Agreement is terminated.



     11. Collateral Agent May Perform. If any of Grantors fails to perform any
agreement contained herein, Collateral Agent may itself perform, or cause performance of, such
agreement, and the reasonable expenses of Collateral Agent incurred in connection therewith shall
be payable, jointly and severally, by Grantors.



     12. Collateral Agent’s Duties. The powers conferred on Collateral Agent
hereunder are solely to protect Collateral Agent’s interest in the Collateral, for the benefit of
the Lender Group and shall not impose any duty upon Collateral Agent to exercise any such powers.
Except for the safe custody of any Collateral in its actual possession and the accounting for
moneys actually received by it hereunder, Collateral Agent shall have no duty as to any Collateral
or as to the taking of any necessary steps to preserve rights against prior parties or any other
rights pertaining to any Collateral. Collateral Agent shall be deemed to have exercised reasonable
care in the custody and preservation of any Collateral in its actual possession if such Collateral
is accorded treatment substantially equal to that which Collateral Agent accords its own property.



     13. Collection of Accounts, General Intangibles and Negotiable Collateral.
At any time upon the occurrence and during the continuation of an Event of Default, Collateral
Agent or Collateral Agent’s designee may (a) notify Account Debtors of any Grantor that the
Accounts, General Intangibles, Chattel Paper or Negotiable Collateral have been assigned to
Collateral Agent, for the benefit of the Lender Group, or that Collateral Agent has a security
interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral
directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured
Obligations under the Loan Documents.



     14. Disposition of Pledged Interests by Collateral Agent. None of the
Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests
hereafter acquired on the date of acquisition thereof will be, registered or qualified under the
various federal or state securities laws of the United States and disposition thereof after an
Event of Default may be restricted to one or more private (instead of public) sales in view of the
lack of such registration. Each Grantor understands that in connection with such disposition,
Collateral Agent may approach only a restricted number of potential



17









 







purchasers and further understands that a sale under such circumstances may yield a lower
price for the Pledged Interests than if the Pledged Interests were registered and qualified
pursuant to federal and state securities laws and sold on the open market. Each Grantor,
therefore, agrees that: (a) if Collateral Agent shall, pursuant to the terms of this Agreement,
sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Collateral
Agent shall have the right to rely upon the advice and opinion of any nationally recognized
brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do
so shall not be considered in determining the commercial reasonableness of such action) as to the
best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the
best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be
conclusive evidence that Collateral Agent has handled the disposition in a commercially reasonable
manner.



     15. Voting Rights.



          (a) Upon the occurrence and during the continuation of an Event of Default, (i)
Collateral Agent may, at its option, and with 2 Business Days prior notice to any Grantor, and in
addition to all rights and remedies available to Collateral Agent under any other agreement, at
law, in equity, or otherwise, exercise all voting rights, and all other ownership or consensual
rights in respect of the Pledged Interests owned by such Grantor, but under no circumstances is
Collateral Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if
Collateral Agent duly exercises its right to vote any of such Pledged Interests, each Grantor
hereby appoints Collateral Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE
PROXY to vote such Pledged Interests in any manner Collateral Agent deems advisable for or against
all matters submitted or which may be submitted to a vote of shareholders, partners or members, as
the case may be. The power-of-attorney granted hereby is coupled with an interest and shall be
irrevocable.




          (b) For so long as any Grantor shall have the right to vote the Pledged Interests
owned by it, such Grantor covenants and agrees that it will not, without the prior written consent
of Collateral Agent, vote or take any consensual action with respect to such Pledged Interests
which would materially adversely affect the rights of Collateral Agent and the other members of the
Lender Group or the value of the Pledged Interests.




     16. Remedies. Upon the occurrence and during the continuance of an Event of
Default:



          (a) Collateral Agent may exercise in respect of the Collateral, in addition to other
rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it,
all the rights and remedies of a secured party on default under the Code or any other applicable
law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any
such event, Collateral Agent without demand of performance or other demand, advertisement or notice
of any kind (except a notice specified below of time and place of public or private sale) to or
upon any of Grantors or any other Person (all and each of which demands, advertisements and notices
are hereby expressly waived to the maximum extent permitted by the Code or any other applicable
law), may take immediate possession of all or any portion of the Collateral and (i) require
Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of
Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent
and make it available to Collateral Agent at one or more locations where such Grantor regularly
maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any
part thereof in one or more parcels at public or private sale, at any of Collateral Agent’s offices
or elsewhere, for cash, on credit, and upon such other terms as Collateral Agent may deem
commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required
by law, at least 10 days notice to any of Grantors of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable notification and
specifically such notice shall constitute a reasonable “authenticated notification of disposition”
within the meaning of Section 9-611 of

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the Code. Collateral Agent shall not be obligated to make any sale of Collateral regardless
of notice of sale having been given. Collateral Agent may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.




          (b) Upon the occurrence and during the continuance of an Event of Default,
Collateral Agent is hereby granted a license or other right to use, without liability for royalties
or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade
secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names,
industrial designs, other industrial or intellectual property or any property of a similar nature,
whether owned by any of Grantors or with respect to which any of Grantors have rights under
license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale,
advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and
all franchise agreements shall inure to the benefit of Collateral Agent.




          (c) Any cash held by Collateral Agent as Collateral and all cash proceeds received
by Collateral Agent in respect of any sale of, collection from, or other realization upon all or
any part of the Collateral shall be applied against the Secured Obligations in the order set forth
in the Financing Agreement. In the event the proceeds of Collateral are insufficient to satisfy
all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for
any such deficiency.




          (d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a
commercial transaction, and agrees that if an Event of Default shall occur and be continuing
Collateral Agent shall have the right to an immediate writ of possession without notice of a
hearing. Collateral Agent shall have the right to the appointment of a receiver for the properties
and assets of each of Grantors, and each Grantor hereby consents to such rights and such
appointment and hereby waives any objection such Grantors may have thereto or the right to have a
bond or other security posted by Collateral Agent.




     17. Remedies Cumulative. Each right, power, and remedy of Collateral Agent
as provided for in this Agreement or in the other Loan Documents or now or hereafter existing at
law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in
addition to every other right, power, or remedy provided for in this Agreement or in the other Loan
Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the
exercise or beginning of the exercise by Collateral Agent, of any one or more of such rights,
powers, or remedies shall not preclude the simultaneous or later exercise by Collateral Agent of
any or all such other rights, powers, or remedies.



     18. Marshaling. Collateral Agent shall not be required to marshal any
present or future collateral security (including but not limited to the Collateral) for, or other
assurances of payment of, the Secured Obligations or any of them or to resort to such collateral
security or other assurances of payment in any particular order, and all of its rights and remedies
hereunder and in respect of such collateral security and other assurances of payment shall be
cumulative and in addition to all other rights and remedies, however existing or arising. To the
extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to
the marshaling of collateral which might cause delay in or impede the enforcement of Collateral
Agent’s rights and remedies under this Agreement or under any other instrument creating or
evidencing any of the Secured Obligations or under which any of the Secured Obligations is
outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise
assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the
benefits of all such laws.



     19. Indemnity and Expenses.



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          (a) Each Grantor agrees to indemnify Collateral Agent and the other members of the
Lender Group from and against all claims, lawsuits and liabilities (including reasonable
out-of-pocket attorneys fees) growing out of or resulting from this Agreement (including,
enforcement of this Agreement) or any other Loan Document to which such Grantor is a party, except
claims, losses or liabilities resulting from the gross negligence or willful misconduct of the
Related Party seeking indemnification as determined by a final non-appealable order of a court of
competent jurisdiction. This provision shall survive the termination of this Agreement and the
Financing Agreement and the repayment of the Secured Obligations.




          (b) Grantors, jointly and severally, shall, upon demand, pay to Collateral Agent (or
Administrative Agent, may charge to the Loan Account) all the Lender Group out-of-pocket costs and
expenses which Collateral Agent may incur in connection with (i) the administration of this
Agreement, (ii) the custody, preservation, use or operation of, or, upon an Event of Default, the
sale of, collection from, or other realization upon, any of the Collateral in accordance with this
Agreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of
Collateral Agent hereunder or (iv) the failure by any of Grantors to perform or observe any of the
provisions hereof.




     20. Merger, Amendments; Etc. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no
consent to any departure by any of Grantors herefrom, shall in any event be effective unless the
same shall be in writing and signed by Collateral Agent, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given. No amendment
of any provision of this Agreement shall be effective unless the same shall be in writing and
signed by Collateral Agent and each of Grantors to which such amendment applies.



     21. Addresses for Notices. All notices and other communications provided
for hereunder shall be given in the form and manner and delivered to Collateral Agent at its
address specified in the Financing Agreement or Guaranty, and to any of the Grantors at their
respective addresses specified in the Financing Agreement, as applicable, or, as to any party, at
such other address as shall be designated by such party in a written notice to the other party.



     22. Continuing Security Interest: Assignments under Financing Agreement.
This Agreement shall create a continuing security interest in the Collateral and shall (a) remain
in full force and effect until the Obligations have been paid in full in cash in accordance with
the provisions of the Financing Agreement and the Commitments have expired or have been terminated,
(b) be binding upon each of Grantors, and their respective successors and assigns, and (c) inure to
the benefit of, and be enforceable by, Collateral Agent, and its successors, transferees and
assigns. Without limiting the generality of the foregoing clause (c), any of the Lenders may, in
accordance with and to the extent permitted by the provisions of the Financing Agreement, assign or
otherwise transfer all or any portion of its rights and obligations under the Financing Agreement
to any other Person, and such other Person shall thereupon become vested with all the benefits in
respect thereof granted to such the Lender herein or otherwise. Upon payment in full in cash of
the Obligations in accordance with the provisions of the Financing Agreement and the expiration or
termination of the Commitments, the Security Interest granted hereby shall terminate and this
Agreement and all rights to the Collateral shall revert to Grantors or any other Person entitled
thereto. At such time, Collateral Agent will authorize the filing of appropriate termination
statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or
termination of this Agreement or of the Financing Agreement, any other Loan Document, or any other
instrument or document executed and delivered by any Grantor to Collateral Agent nor any additional



20









 







Loans made by any the Lender to Borrower, nor the taking of further security, nor the retaking
or re-delivery of the Collateral to Grantors, or any of them, by Collateral Agent, nor any other
act of the Lender Group, or any of them, shall release any of Grantors from any obligation, except
a release or discharge executed in writing by Collateral Agent in accordance with the provisions of
the Financing Agreement. Collateral Agent shall not by any act, delay, omission or otherwise, be
deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and
signed by Collateral Agent and then only to the extent therein set forth. A waiver by Collateral
Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any
such right or remedy which Collateral Agent would otherwise have had on any other occasion.



     23. GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS
EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN
DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF
THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR
RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF
NEW YORK.



     24. CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE. ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
GRANTOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. EACH GRANTOR HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF
ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES, AND DOCUMENTS IN ANY SUIT, ACTION, OR PROCEEDING
BROUGHT IN THE UNITED STATES OF AMERICA ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS BY THE MAILING (BY REGISTERED MAIL OR CERTIFIED MAIL, POSTAGE PREPAID)
OR DELIVERING OF A COPY OF SUCH PROCESS TO SUCH GRANTOR, C/O THE BORROWER, AT THE BORROWER’S
ADDRESS FOR NOTICES AS SET FORTH IN SECTION 12.01 OF THE FINANCING AGREEMENT. THE GRANTORS AGREE
THAT A FINAL NONAPPEALABLE 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 HEREIN SHALL AFFECT THE RIGHT OF THE AGENTS AND THE LENDERS TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY GRANTOR
IN ANY OTHER JURISDICTION. EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GRANTOR
HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH GRANTOR HEREBY



21









 







IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.



     25. WAIVER OF JURY TRIAL, ETC. EACH GRANTOR AND COLLATERAL AGENT, ON BEHALF
OF ITSELF AND EACH LENDER, HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR UNDER ANY
AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE
FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP
EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION, PROCEEDINGS OR
COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH GRANTOR CERTIFIES THAT NO
OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF ANY AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT COLLATERAL AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR
COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH GRANTOR HEREBY ACKNOWLEDGES THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR COLLATERAL AGENT ENTERING INTO THIS AGREEMENT ON BEHALF OF
ITSELF AND THE LENDERS.



     26. New Subsidiaries. Pursuant to Section 7.01(b) of the Financing
Agreement and subject to the exclusions contained therein, any new direct or indirect Subsidiary
(whether by acquisition or creation) of any Loan Party is required to enter into this Agreement by
executing and delivering in favor of Collateral Agent an instrument in the form of Annex 1
attached hereto. Upon the execution and delivery of Annex 1 by such new Subsidiary, such
Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named
as a Grantor herein. The execution and delivery of any instrument adding an additional Grantor as
a party to this Agreement shall not require the consent of any Grantor hereunder. The rights and
obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the
addition of any new Grantor hereunder.



     27. Collateral Agent. Each reference herein to any right granted to,
benefit conferred upon or power exercisable by the “Collateral Agent” shall be a reference to
Collateral Agent, for the benefit of the Lender Group.



     28. Miscellaneous.



          (a) This Agreement may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be
an original, and all of which, when taken together, shall constitute but one and the same
Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other
electronic method of transmission shall be equally as effective as delivery of an original executed
counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by
telefacsimile or other electronic method of transmission also shall deliver an original executed
counterpart of this Agreement but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall
apply to each other Loan Document mutatis mutandis.




          (b) Any provision of this Agreement which is prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of
such provision in any other jurisdiction.




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          (c) Headings used in this Agreement are for convenience only and shall not be used
in connection with the interpretation of any provision hereof.




          (d) The pronouns used herein shall include, when appropriate, either gender and both
singular and plural, and the grammatical construction of sentences shall conform thereto.




          (e) Unless the context of this Agreement or any other Loan Document clearly requires
otherwise, the definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation,” whether or not so expressly stated in
each such instance and the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.” The word “will” shall be construed to have the same meaning
and effect as the word “shall.” Unless the context requires otherwise, (a) any definition of or
reference to any agreement, instrument or other document herein shall be construed as referring to
such agreement, instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights. References in this Agreement to “determination” by
any Agent include estimates honestly made by such Agent (in the case of quantitative
determinations) and beliefs honestly held by such Agent (in the case of qualitative
determinations). Any reference herein or in any other Loan Document to the satisfaction or
repayment in full of the Secured Obligations shall mean the repayment in full in cash (or cash
collateralization in accordance with the terms hereof) of all Secured Obligations other than
unasserted contingent indemnification Secured Obligations. Any requirement of a writing contained
herein or in any other Loan Document shall be satisfied by the transmission of a Record and any
Record so transmitted shall constitute a representation and warranty as to the accuracy and
completeness of the information contained therein.




23









 








          IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and through
their duly authorized officers, as of the day and year first above written.





	 	 	 	 	 
	GRANTORS:	LOUD TECHNOLOGIES INC., 

a Washington corporation

 	 
	 	By:  	/s/ Timothy P. O’Neil
 	 
	 	 	Name:  	Timothy P. O’Neil 	 
	 	 	Title:  	Vice President, Secretary, and Treasurer 	 
	 



	 	 	 	 	 
	 	MACKIE DESIGN INC., 

a Washington corporation

 	 
	 	By:  	/s/ Timothy P. O’Neil
 	 
	 	 	Name:  	Timothy P. O’Neil 	 
	 	 	Title:  	Vice President, Secretary, and Treasurer 	 
	 



	 	 	 	 	 
	 	SIA SOFTWARE COMPANY INC., 

a New York corporation

 	 
	 	By:  	/s/ Timothy P. O’Neil
 	 
	 	 	Name:  	Timothy P. O’Neil 	 
	 	 	Title:  	Vice President, Secretary, Treasurer, and Clerk 	 
	 



	 	 	 	 	 
	 	SLM HOLDING CORP., 

a Delaware corporation

 	 
	 	By:  	/s/ Timothy P. O’Neil
 	 
	 	 	Name:  	Timothy P. O’Neil 	 
	 	 	Title:  	Secretary and Treasurer 	 
	 



	 	 	 	 	 
	 	ST. LOUIS MUSIC, INC.,

a Missouri corporation

 	 
	 	By:  	/s/ Timothy P. O’Neil
 	 
	 	 	Name:  	Timothy P. O’Neil 	 
	 	 	Title:  	Secretary and Treasurer 	 
	 




S-1









 









	 	 	 	 	 
	COLLATERAL AGENT:	ABLECO FINANCE LLC,

a Delaware limited liability company,

as Collateral Agent

 	 
	 	By:  	/s/ Dan Wolf 	 
	 	 	Name:  	Dan Wolf	 
	 	 	Title:  	SVP	 
	 




S-2