ex10-3.htm


     

     

    Exhibit
      10.3

    


    EXECUTION
      COPY

    


    INTERCREDITOR
      AGREEMENT

     

    This
      INTERCREDITOR AGREEMENT (this “Agreement”) is
      dated as of September 28, 2007, and entered into by and among
SPECTRUM BRANDS, INC., a Wisconsin corporation (the
“Company”); certain Subsidiaries of the Company
      party hereto
      (the “Subsidiary Loan Parties” and, together with the Company,
      the “Loan Parties”); GOLDMAN SACHS CREDIT PARTNERS
      L.P. (“GSCP”), in its capacity as collateral agent for
      the Term Secured Parties (as defined below), including its successors and
      assigns from time to time (the “Term Collateral Agent”); and
WACHOVIA BANK, NATIONAL ASSOCIATION
      (“Wachovia”), in its capacity as collateral agent for the
      Revolving Secured Parties (as defined below), including its successors and
      assigns from time to time (the “Revolving Collateral
      Agent”).  Capitalized terms used in this Agreement have the
      meanings assigned to them in Section 1 below.

     

    RECITALS

     

    The
      Company, the lenders party thereto and GSCP, as Administrative Agent and
      Collateral Agent, have entered into a Credit Agreement dated as of
      March 30, 2007 (as amended, restated, supplemented, extended, waived,
      modified, replaced or refinanced from time to time, the “Term Credit
      Agreement”).

     

    The
      Company, the Subsidiary Loan Parties, the lenders party thereto, Wachovia,
      as
      Administrative Agent, Collateral Agent and an LC Issuer, and GSCP, as
      Syndication Agent, have entered into a Credit Agreement dated as of the date
      hereof (as amended, restated, supplemented, extended, waived, modified, replaced
      or refinanced from time to time, the “Revolving Credit
      Agreement”).

     

    Pursuant
      to the Term Credit Agreement, certain current and future Subsidiaries have
      guaranteed or will in the future guarantee the Term
      Obligations.  Pursuant to the Revolving Credit Agreement, certain
      current and future Subsidiaries have guaranteed or will in the future guarantee
      the Revolving Obligations.

     

    The
      Term Obligations are secured under the Term Collateral Documents by Liens on
      the
      ABL Collateral and the Non-ABL Collateral.  The Revolving
      Obligations are being secured on the date hereof under the Revolving Collateral
      Documents by Liens on the ABL Collateral.  The Term Secured
      Parties and the Revolving Secured Parties have authorized and directed the
      Term
      Collateral Agent and the Revolving Collateral Agent, respectively, to enter
      into
      this Agreement, pursuant to which (a) the Revolving Obligations will be secured
      on a first-priority basis by liens on the ABL Collateral and (b) the Term
      Obligations will be secured on a second priority basis by Liens on the
      ABL Collateral (as well as on a first-priority basis by Liens on the
      Non-ABL Collateral).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AGREEMENT

     

    In
      consideration of the foregoing and the mutual covenants and obligations herein
      set forth and for other good and valuable consideration, the sufficiency and
      receipt of which are hereby acknowledged, the parties hereto, intending to
      be
      legally bound, hereby agree as follows:

     

     SECTION
      1.  Definitions.

     

    1.1         
       Defined Terms.

     

      Capitalized
      terms used and not defined in this Agreement have the meanings assigned to
      them
      in the Term Credit Agreement as initially executed by the parties thereto on
      March 30, 2007. As used in this Agreement, the following terms shall have the
      following meanings:

     

    “ABL Collateral” means
      any and all of the following Collateral:  (a) all Accounts (other
      than Accounts arising under contracts for the sale of Non-ABL Collateral)
      and related Records; (b) all Chattel Paper; (c) all Deposit Accounts
      and all cash, checks and other negotiable instruments, funds and other evidences
      of payment held therein (but not any identifiable Proceeds of
      Non-ABL Collateral); (d) all Inventory; (e) solely to the extent
      evidencing, governing, securing or otherwise related to the items referred
      to in
      the preceding clauses (a), (b), (c) and (d), all Documents, General
      Intangibles (other than Intellectual Property), Instruments, Investment Property
      and Letter of Credit Rights; (f) all books and records related to the
      foregoing; and (g) all Proceeds, including insurance Proceeds, of any and
      all of the foregoing and all collateral, security and guarantees given by any
      Person with respect to any of the foregoing.  Notwithstanding clause
      (g) of the immediately preceding sentence, “ABL Collateral” shall not
      include any assets referred to in clauses (a) through (j) and (l) of the
      definition of “Non-ABL Collateral” that are not included in clause (e)
      above, and shall further not include any assets excluded from being collateral
      pursuant to the terms of the Revolving Collateral Documents.  All
      capitalized terms used in this definition and not defined elsewhere in this
      Agreement have the meanings assigned to them in the UCC as in effect in the
      State of New York.

     

    “Affiliate”
      means, with respect to a specified Person, another Person that directly, or
      indirectly through one or more intermediaries, controls or is controlled by
      or
      is under common control with the Person specified.  For purposes of
      this definition, a Person shall be deemed to “control” or be
“controlled by” a Person if such Person possesses, directly
      or
      indirectly, power to direct or cause the direction of the management or policies
      of such Person whether through ownership of equity interests, by contract or
      otherwise.

     

    “Agents”
      means the Term Collateral Agent and the Revolving Collateral Agent.

     

    “Agreement”
      means this Intercreditor Agreement, as amended, restated, replaced, renewed,
      extended, supplemented, waived or otherwise modified in writing from time to
      time.

     

    “Bankruptcy
      Code” means Title 11 of the United States Code entitled
“Bank­ruptcy,” as now and hereafter in effect, or any successor
      statute.

     

    
      
        
        

      

      
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    “Bankruptcy
      Law” means the Bankruptcy Code and any similar federal, state or
      foreign law for the relief of debtors.

     

    “Business
      Day” means a day other than a Saturday, Sunday or other day on which
      commercial banks in New York City are authorized or required by law to
      close.

     

    “Cash
      Collateral” has the meaning assigned to that term in
      Section 6.1.

     

    “Collateral”
      means all of the assets and property of any Grantor, whether real, personal
      or
      mixed, that are subject to Liens under the Collateral Documents or any of
      them.

     

    “Collateral
      Documents” means the Revolving Collateral Documents and the Term
      Collateral Documents.

     

    “Company”
      has the meaning assigned to that term in the Preamble to this
      Agreement.

     

    “Comparable
      Term Collateral Document” means, in relation to any Collateral subject
      to any Lien created under any Revolving Collateral Document, the Term Document
      which creates a Lien on the same Collateral, granted by the same
      Grantor.

     

    “Credit
      Documents” means this Agreement, the Revolving Documents and the Term
      Documents.

     

    “Currency
      Agreement” means any foreign exchange contract, currency swap
      agreement, futures contract, option contract, synthetic cap or other similar
      agreement or arrangement of the Company or any of its Subsidiaries.

     

    “DIP Financing”
      has the meaning assigned to that term in Section 6.1.

     

    “Discharge
      of Revolving Obligations” means, except to the extent otherwise
      expressly provided in Section 5.5:

     

    (a)           payment
      in full in cash of the principal of and interest (including interest accruing
      on
      or after the commencement of any Insolvency or Liquidation Proceeding, whether
      or not such interest would be allowed in such Insolvency or Liquidation
      Proceeding) on all Revolving Obligations;

     

    (b)           payment
      in full in cash of all other Revolving Obligations that are due and payable
      or
      otherwise accrued and owing at or prior to the time such principal and interest
      are paid;

     

    (c)           termination
      or expiration of all commitments, if any, to extend credit that would constitute
      Revolving Obligations; and

     

    (d)           termination
      or cash collateralization of all letters of credit the reimbursement obligations
      in respect of which constitute Revolving Obligations.

     

    
      
        
        

      

      
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    “Disposition”
      has the meaning assigned to that term in Section 5.1(a)(2).

     

    “Governmental
      Authority” means any federal, state, municipal, national or other
      government, governmental department, commission, board, bureau, court, agency
      or
      instrumentality or political subdivision thereof or any entity or officer
      exercising executive, legislative, judicial, regulatory or administrative
      functions of or pertaining to any government or any court, in each case whether
      associated with a State of the United States, the United States, or a foreign
      entity or government.

     

    “Grantors”
      means the Company, each of the Subsidiary Loan Parties and each other Person
      that has executed and delivered or may from time to time hereafter execute
      and
      deliver a Revolving Collateral Document or a Term Collateral Document as a
      “Grantor” (or the equivalent thereof).

     

    “Hedge
      Agreement” means
      an
      Interest Rate Agreement or a Currency Agreement entered into with a Lender
      Party
      in order to satisfy the requirements of the Revolving Credit Agreement or the
      Term Credit Agreement.

     

    “Indebtedness”
      means and includes all obligations that constitute “Indebtedness” within the
      meaning of the Revolving Credit Agreement or the Term Credit
      Agreement.

     

    “Insolvency
      or Liquidation Proceeding” means:

     

    (a)           any
      voluntary or involuntary case or proceeding under the Bankruptcy Code with
      respect to any Grantor;

     

    (b)           any
      other voluntary or involuntary insolvency, reorganization or bankruptcy case
      or
      proceeding, or any receivership, liquidation, reorganization or other similar
      case or proceeding with respect to any Grantor or with respect to a material
      portion of its respective assets;

     

    (c)           any
      liquidation, dissolution, reorganization or winding up of any Grantor whether
      voluntary or involuntary and whether or not involving insolvency or bankruptcy;
      or

     

    (d)           any
      assignment for the benefit of creditors or any other marshalling of assets
      and
      liabilities of any Grantor;

     

    provided
      that, in the case of any involuntary case or proceeding, such case or proceeding
      shall have continued for sixty days without having been dismissed, bonded or
      discharged.

     

    “Interest
      Rate Agreement” means any interest rate swap agreement, interest rate
      cap agreement, interest rate collar agreement, interest rate hedging agreement
      or other similar agreement or arrangement of the Company or any of its
      Subsidiaries.

     

    “Lender
      Party” has the meaning assigned to such term in the Revolving Guarantee
      and Collateral Agreement or the Term Guarantee and Collateral
      Agreement.

     

    
      
        
        

      

      
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    “Lien”
      means any lien, mortgage, pledge, assignment, security interest, charge or
      encumbrance of any kind (including any agreement to give any of the foregoing,
      any conditional sale or other title retention agreement, and any lease in the
      nature thereof) and any option, trust, UCC financing statement or other
      preferential arrangement having the practical effect of any of the
      foregoing.

     

    “Loan
      Parties” has the meaning assigned to that term in the preamble to this
      Agreement.

     

    “New
      Revolving Collateral Agent” has the meaning assigned to that term in
      Section 5.5.

     

    “New
      Revolving Credit Debt Notice” has the meaning assigned to that term in
      Section 5.5.

     

    “Non-ABL Collateral” means
      any and all of the following Collateral: (a) all Investment Property; (b) all
      Documents; (c) all General Intangibles; (d) all Intellectual Property; (e)
      all
      Equipment; (f) all real property (including both fee and leasehold interests)
      and fixtures; (g) all Instruments; (h) all insurance; (i) all Letter of Credit
      Rights; (j) all Commercial Tort Claims; (k) all other Collateral not
      constituting ABL Collateral; (l) all books and records related to the
      foregoing; and (m) all Proceeds, including insurance Proceeds, of any and
      all of the foregoing and all collateral security and guarantees given by any
      Person with respect to any of the foregoing.  Notwithstanding the
      foregoing, “Non-ABL Collateral” shall not include any property or assets
      included in clause (e) of the definition of “ABL Collateral”, or any
      property or assets excluded from being collateral pursuant to the terms of
      the
      Term Collateral Documents.  All capitalized terms used in this
      definition and not defined elsewhere in this Agreement have the meanings
      assigned to them in the UCC as in effect in the State of New York.

     

    “Person”
      means any natural person, corporation, limited liability company, trust, joint
      venture, association, company, partnership, governmental authority or other
      entity.

     

    “Pledged
      Collateral” has the meaning set forth in Section 5.4.

     

    “Recovery”
      has the meaning set forth in Section 6.5.

     

    “Refinance”
      means, in respect of any Indebtedness, to refinance, extend, renew, defease,
      amend, modify, supplement, restructure, replace, refund or repay, or to issue
      other indebtedness, in exchange or replacement for, such Indebtedness in whole
      or in part.  “Refinanced” and “Refinancing”
shall have correlative meanings.

     

    “Revolving
      Collateral Agent” has the meaning assigned to such term in the preamble
      to this Agreement.

     

    “Revolving
      Collateral Documents” means the Revolving Guarantee and Collateral
      Agreement and any other documents now existing or entered into after the date
      

     

    
      
        
        

      

      
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      hereof
        that create Liens on any ABL Collateral of the Company or any of its
        Subsidiaries to secure any Revolving Obligations.

    

     

    “Revolving
      Credit Agreement” has the meaning assigned to such term in the Recitals
      to this Agreement.

     

    “Revolving
      Credit Cap Amount” has the meaning assigned to such term in the
      definition of “Revolving Obligations”.

     

    “Revolving
      Credit Excess Amounts” has the meaning assigned to such term in the
      definition of “Revolving Obligations.”

     

    “Revolving
      Documents” means the Revolving Credit Agreement and the Revolving
      Collateral Documents.

     

    “Revolving
      Guarantee and Collateral Agreement” means the ABL Guarantee and
      Collateral Agreement dated as of September 28, 2007, among the Company, the
      Subsidiary Loan Parties and the Revolving Collateral Agent, as amended,
      restated, replaced, renewed, extended, supplemented, waived or otherwise
      modified in writing from time to time.

     

    “Revolving
      Liens” means Liens on the ABL Collateral created under the
      Revolving Collateral Documents and securing the Revolving Obligations and any
      Liens incurred in connection with any Refinancing of Revolving Obligations
      that
      are deemed to be “Revolving Liens” under Section 5.5.

     

    “Revolving
      Obligations” means all “Obligations” under and as defined in the
      Revolving Collateral Documents and all Refinancings of such
      Obligations.  “Revolving Obligations” shall include all interest
      accrued or accruing (or which would, absent commencement of an Insolvency or
      Liquidation Proceeding, accrue) after commencement of any Insolvency or
      Liquidation Proceeding in accordance with the rate specified in the relevant
      Revolving Document, whether or not the claim for such interest is allowed as
      a
      claim in such Insolvency or Liquidation Proceeding.

     

    Notwithstanding
      the foregoing or any other provision of this Agreement, if the sum of the
      Revolving Obligations consisting of (a) Indebtedness constituting principal
      of loans under the Revolving Credit Agreement and the other Revolving Documents
      plus (b) the aggregate face amount of all outstanding letters of
      credit issued under the Revolving Credit Agreement and the other Revolving
      Documents plus (c) all other obligations in the nature of principal
      obligations, including obligations under any Hedge Agreement, under the
      Revolving Credit Agreement and the other Revolving Documents, shall be in excess
      of the lesser of (i) $300,000,000 and (ii) the Facilities Reduction Amount
      (as
      defined in the Term Credit Agreement as in effect on the date hereof) (the
      “Revolving Credit Cap Amount”), then that portion of such
      Indebtedness and face amount of letters of credit in excess of the Revolving
      Credit Cap Amount (the “Revolving Credit Excess Amounts”), and
      all interest and reimbursement obligations in respect of such Revolving Credit
      Excess Amounts, shall be secured by the Revolving Collateral Documents but
      shall
      not constitute “Revolving Obligations” under this Agreement, and the Liens
      created by the Revolving Collateral 

     

    
      
        
        

      

      
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    Documents
      on the ABL Collateral, insofar as they secure such Revolving Credit Excess
      Amounts, shall be junior and subordinate in all respects to the Term Liens
      on
      such ABL Collateral.

     

    “Revolving
      Secured Parties” means the “Secured Parties” as defined in the
      Revolving Guarantee and Collateral Agreement.

     

    “Secured
      Parties” means the Revolving Secured Parties and the Term Secured
      Parties.

     

    “Standstill
      Period” has the meaning set forth in Section 3.1.

     

    “Subsidiary”
      means, with respect to any Person, any corporation, partnership, limited
      liability company, association, joint venture or other business entity of which
      more than 50% of the total voting power of shares of stock or other ownership
      interests entitled (without regard to the occurrence of any contingency) to
      vote
      in the election of the Person or Persons (whether directors, managers, trustees
      or other Persons performing similar functions) having the power to direct or
      cause the direction of the management and policies thereof is at the time owned
      or controlled, directly or indirectly, by that Person or one or more of the
      other Subsidiaries of that Person or a combination thereof.  Unless
      the context indicates otherwise, all references herein to a “Subsidiary” or
“Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the
      Company.

     

    “Subsidiary
      Loan Parties” has the meaning assigned to such term in the preamble to
      this Agreement.

     

    “Term
      Collateral Agent” has the meaning assigned to such term in the preamble
      to this Agreement.

     

    “Term
      Collateral Documents” means the Term Guarantee and Collateral
      Agreement, each Term Mortgage and any other documents now existing or entered
      into after the date hereof that create Liens on any assets or properties of
      the
      Company or any of its Subsidiaries to secure any Term Obligations.

     

    “Term
      Credit Agreement” has the meaning assigned to such term in the Recitals
      to this Agreement.

     

    “Term
      Documents” means the Term Credit Agreement and the Term Collateral
      Documents.

     

    “Term
      Guarantee and Collateral Agreement” means the Guarantee and Collateral
      Agreement dated as of March 30, 2007, among the Company, the Subsidiary
      Loan Parties and the Term Collateral Agent, as amended, restated, replaced,
      renewed, extended, supplemented, waived  or otherwise modified in
      writing from time to time.

     

    “Term
      Liens” means Liens on the Collateral created under the Term Collateral
      Documents and securing the Term Obligations and any judgment Liens referred
      to
      in Section 3.1(e).

     

    
      
        
        

      

      
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    “Term
      Mortgage” means each mortgage, deed of trust and other document or
      instrument under which any Lien on real property owned or leased by any Grantor
      is granted to secure any Term Obligations or under which rights or remedies
      with
      respect to such Liens are governed.

     

    “Term
      Obligations” means all “Obligations” under and as defined in the Term
      Collateral Documents and all Refinancings of such Obligations. “Term
      Obligations” shall include all interest accrued or accruing (or which would,
      absent commencement of an Insolvency or Liquidation Proceeding, accrue) after
      commencement of any Insolvency or Liquidation Proceeding in accordance with
      the
      rate specified in the relevant Term Document, whether or not the claim for
      such
      interest is allowed as a claim in such Insolvency or Liquidation
      Proceeding.

     

    “Term
      Secured Parties” means the “Secured Parties” as defined in the Term
      Guarantee and Collateral Agreement.

     

    “UCC”
      means the Uniform Commercial Code (or any similar or equivalent legislation)
      as
      in effect in any applicable jurisdiction.

     

     1.2           Terms
      Generally.  The
      definitions of terms in this Agreement 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.”  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, restated, supplemented, modified, renewed or
      extended;

     

     (b)          any
      reference herein to any Person shall be construed to include such Person’s
      permitted 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 Sections shall be construed to refer to Sections of 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.

     

    
      
        
        

      

      
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SECTION
      2. 
Lien Priorities.

     

     2.1           Relative
      Priorities.  Notwithstanding
      the date, time, method, manner or order of grant, attachment or perfection
      of
      any Term Liens granted on the ABL Collateral or of any Revolving Liens
      granted on the ABL Collateral and notwithstanding any provision of the UCC
      or any other applicable law or the Term Documents or the Revolving Documents
      or
      any defect or deficiencies in, or failure to perfect, the Revolving Liens or
      any
      other circumstance whatsoever, the Term Collateral Agent, on behalf of itself
      and the Term Secured Parties, and the Revolving Collateral Agent, on behalf
      of
      itself and the Revolving Secured Parties, hereby agree that:

     

     (a)          any
      Revolving Lien on any ABL Collateral now or hereafter held by or on behalf
      of the Revolving Collateral Agent, any Revolving Secured Parties or any agent
      or
      trustee therefor, regardless of how acquired, whether by grant, possession,
      statute, operation of law, subrogation or otherwise, shall be senior in all
      respects and prior to any Term Lien on such ABL Collateral;

     

     (b)          any
      Term Lien on any ABL Collateral now or hereafter held by or on behalf of
      the Term Collateral Agent, any Term Secured Parties or any agent or trustee
      therefor, regardless of how acquired, whether by grant, possession, statute,
      operation of law, subrogation or otherwise, shall be junior and subordinate
      in
      all respects to all Revolving Liens on such ABL Collateral;
      and

     

     (c)          notwithstanding
      any other provision contained in this Agreement, any Liens on
      ABL Collateral created by the Revolving Documents, insofar as they secure
      Revolving Credit Excess Amounts, shall be junior and subordinate in all respects
      to the Term Liens on such ABL Collateral.

     

     2.2          
      Prohibition on Contesting Liens.  The
      Term Collateral Agent, for itself and on behalf of each Term Secured Party,
      agrees that it will not (and hereby waives any right to) contest or support
      any
      other Person in contesting, in any proceeding (including any Insolvency or
      Liquidation Proceeding), the perfection, priority, validity or enforceability
      of
      any applicable Revolving Lien on any ABL Collateral or the provisions of
      this Agreement.

     

        SECTION
      3.  Enforcement.

     

     3.1           Exercise
      of Remedies.

     

     (a)          Until
      the Discharge of Revolving Obligations has occurred, whether or not any
      Insolvency or Liquidation Proceeding has been commenced by or against the
      Company or any other Grantor, the Term Collateral Agent and the Term Secured
      Parties:

     

    (i)           will
      not exercise or seek to exercise any rights or remedies with respect to any
      ABL Collateral subject to any Revolving Lien (including the exercise of any
      right of setoff or any right under any lockbox agreement, account control
      agreement, landlord waiver or bailee’s letter or similar agreement or
      arrangement to which the Term Collateral Agent or any Term Secured Party is
      a
      party) or institute any action or proceeding with respect to such rights or
      remedies 

     

    
      
        
        

      

      
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      (including
        any action of foreclosure); provided, however, that the Term
        Collateral Agent or any Term Secured Party may exercise any or all such rights
        or remedies after a period of 180 days has elapsed since the first date on
        which
        the Term Collateral Agent shall have (A) declared the existence of any Event
        of
        Default under the Term Documents, (B) demanded the repayment of all the
        principal amount of the Term Obligations and (C) notified the Revolving
        Collateral Agent of such declaration of an Event of Default and demand (the
        “Standstill Period”); provided further, however,
        that notwithstanding anything herein to the contrary, in no event shall the
        Term
        Collateral Agent or any Term Secured Party exercise any rights or remedies
        with
        respect to any ABL Collateral subject to any Revolving Lien,
        notwithstanding the expiration of the Standstill Period, if the Revolving
        Collateral Agent or Revolving Secured Parties shall have commenced and be
        diligently pursuing the exercise of rights or remedies with respect to all
        or
        any material portion of such ABL Collateral (prompt notice of such exercise
        to be given to the Term Collateral Agent); provided further,
however, that the parties hereto acknowledge and agree that this
        Section 3.1(a)(i) shall not in any way prohibit the Term Collateral Agent
        or any Term Secured Party from exercising any of its rights during an Insolvency
        or Liquidation Proceeding to the extent permitted by the other provisions
        hereof;

    

     

    (ii)           subject
      to Section 2.1(c), will not contest, protest or object to any foreclosure
      proceeding or action brought by the Revolving Collateral Agent or any Revolving
      Secured Party or any other exercise by the Revolving Collateral Agent or any
      Revolving Secured Party of any rights and remedies relating to any
      ABL Collateral, whether under the applicable Revolving Documents or
      otherwise; and

     

    (iii)           subject
      to clause (a)(i) above and except as may be permitted in
      Section 3.1(c), will not object to the forbearance by the Revolving
      Collateral Agent or any Revolving Secured Party from bringing or pursuing any
      foreclosure proceeding or action or any other exercise of any rights or remedies
      relating to any ABL Collateral subject to any Revolving Lien;

     

    provided
      that, in the case of clauses (i), (ii) and (iii) above, the Liens granted
      on the ABL Collateral to secure the Term Obligations shall attach to any
      Proceeds resulting from actions taken by the Revolving Collateral Agent or
      any
      Revolving Secured Party in accordance with this Agreement after application
      of
      such Proceeds to the extent necessary to meet the requirements of a Discharge
      of
      Revolving Obligations.

     

     (b)          Subject
      to the terms and conditions of this Agreement, until the Discharge of Revolving
      Obligations has occurred, whether or not any Insolvency or Liquidation
      Proceeding has been commenced by or against the Company or any other Grantor,
      subject to Section 3.1(a)(i), the Revolving Collateral Agent and the
      Revolving Secured Parties shall have the exclusive right to enforce rights,
      exercise remedies (including the exercise of any right of set-off, any right
      under any lockbox agreement, account control agreement, landlord waiver or
      bailee’s letter or similar agreement or arrangement and the right to credit bid
      their debt) and, in the course of such exercise, 

     

    
      
        
        

      

      
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      make
        related determinations regarding the release, disposition or restrictions
        with
        respect to any ABL Collateral subject to Revolving Liens without any
        consultation with or the consent of the Term Collateral Agent or any Term
        Secured Party; provided that the Liens on any ABL Collateral
        securing any Term Obligations shall remain on the Proceeds of such Collateral
        so
        released or disposed of, subject to the relative priorities described in
        Section 2.  In exercising rights and remedies with respect to the
        ABL Collateral subject to the Revolving Liens, the Revolving Collateral
        Agent and each Revolving Secured Party may enforce the provisions of the
        applicable Revolving Documents and exercise remedies thereunder, all in such
        order and in such manner as they may determine in their sole
        discretion.  Such exercise and enforcement shall include the right of
        any agent appointed by them to sell or otherwise dispose of such
        ABL Collateral upon foreclosure, to incur expenses in connection with such
        sale or disposition and to exercise all the rights and remedies of a secured
        creditor under the UCC and of a secured creditor under Bankruptcy Laws of
        any
        applicable jurisdiction.

    

     

     (c)          Notwithstanding
      the foregoing, the Term Collateral Agent and any Term Secured Party
      may:

     

    (i)           file
      a claim or statement of interest with respect to the applicable Term
      Obligations; provided that an Insolvency or Liquidation Proceeding has
      been commenced by or against the Company or any other Grantor;

     

    (ii)           take
      any action (not adverse to the priority status of any Revolving Liens on the
      ABL Collateral or the rights of the Revolving Collateral Agent or any
      Revolving Secured Party to exercise remedies in respect thereof) in order to
      create, perfect, preserve or protect its Term Liens on the
      ABL Collateral;

     

    (iii)           file
      any necessary responsive or defensive pleadings in opposition to any motion,
      claim, adversary proceeding or other pleading made by any Person objecting
      to or
      otherwise seeking the disallowance of the claims of the Term Secured Parties,
      including any claims secured by the ABL Collateral, in each case in
      accordance with the terms of this Agreement;

     

    (iv)           file
      any pleadings, objections, motions or agreements to assert rights or interests
      that are available to unsecured creditors of the Grantors arising under any
      Insolvency or Liquidation Proceeding or any applicable law and that, in each
      case, are not inconsistent with the terms of this Agreement;

     

    (v)           vote
      on any plan of reorganization, file any proof of claim, make other filings
      and
      make any arguments and motions that are, in each case, in accordance with the
      terms of this Agreement, with respect to the Term Obligations and the
      Collateral; and

     

    (vi)           exercise
      any of its rights or remedies with respect to the ABL Collateral after the
      termination of the Standstill Period to the extent permitted by
      Section 3.1(a)(i).

     

    
      
        
        

      

      
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      The Term Collateral Agent, on behalf of itself and the Term Secured Parties,
      agrees that it will not take or receive any ABL Collateral subject to any
      Revolving Lien or any Proceeds of any such ABL Collateral in connection
      with the exercise of any right or remedy (including set-off) with respect to
      such ABL Collateral in its capacity as a creditor in violation of this
      Agreement.  Without limiting the generality of the foregoing, unless
      and until the Discharge of Revolving Obligations has occurred, except as
      expressly provided in Sections 3.1(a), Section 6.3(b) and this
      Section 3.1(c), the sole right of the Term Collateral Agent and the Term
      Secured Parties with respect to any ABL Collateral subject to any Revolving
      Lien is to hold a Lien on such ABL Collateral pursuant to the applicable
      Term Collateral Documents for the period and to the extent granted therein
      and
      to receive a share of the Proceeds thereof, if any, after the Discharge of
      Revolving Obligations has occurred.

     

     (d)          Subject
      to Sections 3.1(a), 3.1(c) and 6.3(b):

     

    (i)           the
      Term Collateral Agent, for itself and on behalf of the Term Secured Parties,
      agrees that it and the Term Secured Parties will not take any action that would
      hinder or delay any exercise of remedies with respect to the ABL Collateral
      under the applicable Revolving Documents or the realization of the full value
      of
      any ABL Collateral in which the Revolving Collateral Agent has Liens or
      would otherwise be prohibited hereunder, including any sale, lease, exchange,
      transfer or other disposition of any ABL Collateral subject to any
      Revolving Lien, whether by foreclosure or otherwise;

     

    (ii)           the
      Term Collateral Agent, for itself and on behalf of the Term Secured Parties,
      hereby waives any and all rights it or the Term Secured Parties may have as
      junior lien creditors or otherwise to object to the manner in which the
      Revolving Collateral Agent or any Revolving Secured Party seeks to enforce
      or
      realize on the Revolving Liens on the ABL Collateral in accordance with
      this Agreement, regardless of whether any action or failure to act by or on
      behalf of the Revolving Collateral Agent or such Revolving Secured Party is
      adverse to the interests of  the Term Secured Parties;
      and

     

    (iii)           the
      Term Collateral Agent hereby acknowledges and agrees that no covenant, agreement
      or restriction contained in the Term Collateral Documents or any other Term
      Document (other than this Agreement) shall be deemed to restrict in any way
      the
      rights and remedies of the Revolving Collateral Agent or any Revolving Secured
      Party with respect to the ABL Collateral subject to their Revolving Liens
      as set forth in this Agreement and the Revolving Documents.

     

     (e)          Except
      as otherwise specifically set forth in Sections 3.1(a) and 3.1(d), the Term
      Collateral Agent and the Term Secured Parties may exercise rights and remedies
      as unsecured creditors against the Company or any other Person that has
      guaranteed or granted Liens to secure the Term Obligations in accordance with
      the terms of the Term Documents and applicable law; provided that in the
      event that any Term Secured Party becomes a judgment Lien creditor in respect
      of
      any ABL Collateral subject to any Revolving Lien as a result of its
      enforcement of its rights as an unsecured creditor with
      respect to the applicable Term Obligations, such judgment Lien shall be subject
      to the terms of this Agreement for all purposes of this
      Agreement.

     

    
      
        
        

      

      
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     (f)          Nothing
      in this Agreement shall prohibit the receipt by the Term Collateral Agent or
      any
      Term Secured Party of the required or permitted payments of interest, principal
      and other amounts owed in respect of the applicable Term Obligations so long
      as
      such receipt is not the direct or indirect result of the exercise by the Term
      Collateral Agent or any Term Secured Party of rights or remedies against the
      ABL Collateral as a secured creditor (including set-off) or enforcement in
      contravention of this Agreement of any Term Lien on ABL Collateral held by
      any of them.  Nothing in this Agreement impairs or otherwise adversely
      affects any rights or remedies the Revolving Collateral Agent or any Revolving
      Secured Party may have with respect to any ABL Collateral subject to its
      Revolving Liens.

     

        SECTION
      4.  Payments.

     

     4.1           Application
      of Proceeds. 
      So long as the Discharge of Revolving Obligations has not occurred, whether
      or
      not any Insolvency or Liquidation Proceeding has been commenced by or against
      the Company or any other Grantor, ABL Collateral or Proceeds thereof
      received in connection with the sale or other disposition of, or collection
      on,
      such ABL Collateral upon the exercise of remedies by the Revolving
      Collateral Agent or any Revolving Secured Parties shall be applied by the
      Revolving Collateral Agent to the applicable Revolving
      Obligations.  Upon the Discharge of Revolving Obligations, the
      Revolving Collateral Agent shall deliver to the Term Collateral Agent any
      ABL Collateral and Proceeds thereof held by the Revolving Collateral Agent
      in the same form as received, with any necessary endorsements, or as a court
      of
      competent jurisdiction may otherwise direct, to be applied by the Term
      Collateral Agent to the Term Obligations.

     

     4.2           Payments
      Over in Violation of Agreement. 
      So long as the Discharge of Revolving Obligations has not occurred, whether
      or
      not any Insolvency or Liquidation Proceeding has been commenced by or against
      the Company or any other Grantor, if the Term Collateral Agent or any Term
      Secured Party receives any ABL Collateral subject to any Revolving Lien or
      any Proceeds thereof in connection with (i) the exercise of any right or
      remedy (including set-off) relating to such ABL Collateral in contravention
      of this Agreement or (ii) the transfer of such ABL Collateral or
      Proceeds to the Term Collateral Agent or the Term Secured Party (pursuant to
      this paragraph or otherwise) by any Person holding a Lien on such
      ABL Collateral that is subordinate to the Lien of the Term Collateral Agent
      or the Term Secured Party, such ABL Collateral or Proceeds shall be
      segregated and held in trust and forthwith paid over to the Revolving Collateral
      Agent for the benefit of the applicable Revolving Secured Parties in the same
      form as received, with any necessary endorsements or as a court of competent
      jurisdiction may otherwise direct.  The Revolving Collateral Agent is
      hereby authorized to make any such endorsements as agent for the Term Collateral
      Agent or the Term Secured Parties (such authorization being coupled with an
      interest and irrevocable until the Discharge of Revolving
      Obligations).

     

    
      
        
        

      

      
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      SECTION 5.  Other Agreements.

     

    5.1           Releases. 
      (a)  If
      in connection with the exercise of the Revolving Collateral Agent’s remedies in
      respect of any ABL Collateral subject to its Revolving Liens as provided
      for in Section 3.1, the Revolving Collateral Agent, for itself or on behalf
      of any of the Revolving Secured Parties, releases any of its Liens on any part
      of such ABL Collateral, then the Term Liens of the Term Collateral Agent,
      for itself or for the benefit of the Term Secured Parties, on such
      ABL Collateral shall be automatically, unconditionally and simultaneously
      released.  The Term Collateral Agent, for itself and on behalf of the
      Term Secured Parties, promptly shall execute and deliver to the
      Revolving  Collateral Agent such termination statements, releases and
      other documents as the Revolving Collateral Agent may request to effectively
      confirm such release.

     

     (b)          If
      in connection with any sale, lease, exchange, transfer or other disposition
      of
      any ABL Collateral (collectively, a “Disposition”)
      permitted under the terms of both the Revolving Documents and the Term Documents
      (other than in connection with the exercise of the Revolving Collateral Agent’s
      remedies in respect of any ABL Collateral as provided for in
      Section 3.1) the Revolving Collateral Agent, for itself or on behalf of any
      of the Revolving Secured Parties, releases any of its Revolving Liens on any
      part of ABL Collateral other than (A) in connection with the Discharge
      of Revolving Obligations or (B) after the occurrence and during the
      continuance of any Event of Default under and as defined in the Term Documents,
      then the Term Liens of the Term Collateral Agent on such Collateral shall be
      automatically, unconditionally and simultaneously released.  The Term
      Collateral Agent, for itself and on behalf of the Term Secured Parties, promptly
      shall execute and deliver to the Revolving Collateral Agent such termination
      statements, releases and other documents as the Revolving Collateral Agent
      may
      request to effectively confirm such release.

     

     (c)          Until
      the Discharge of Revolving Obligations occurs, the Term Collateral Agent, for
      itself and on behalf of the Term Secured Parties, hereby irrevocably constitutes
      and appoints the Revolving Collateral Agent and any officer or agent of the
      Revolving Collateral Agent, with full power of substitution, as its true and
      lawful attorney-in-fact with full irrevocable power and authority in the place
      and stead of the Term Collateral Agent or the Term Secured Parties or in the
      Revolving Collateral Agent’s own name, from time to time in the Revolving
      Collateral Agent’s discretion, for the purpose of carrying out the terms of this
      Section 5.1, to take any and all action and to execute any and all
      documents and instruments which may be necessary or appropriate to accomplish
      the purposes of this Section 5.1, including any endorsements or other
      instruments of transfer or release.

     

     (d)          Until
      the Discharge of Revolving Obligations occurs, to the extent that the Revolving
      Collateral Agent or the Revolving Secured Parties (i) have released any
      Revolving Lien on any ABL Collateral and such Lien is later reinstated or
      (ii) obtain any new Liens from any Grantor, then the Term Collateral Agent,
      for itself and for the Term Secured Parties, shall be granted a Lien on any
      such
      Collateral, subject, if such Collateral is ABL Collateral, to the Lien
      subordination provisions of this Agreement.

     

    
      
        
        

      

      
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    5.2           Insurance. 
      Unless and until the Discharge of Revolving Obligations has occurred, subject
      to
      the terms of, and the rights of the Grantors under, the applicable Revolving
      Documents, the Revolving Collateral Agent and Revolving Secured Parties shall
      have the right, in consultation with and subject to the consent of the Company
      (unless an Event of Default shall have occurred and be continuing and except
      as
      otherwise provided in the Revolving Documents), to adjust settlement for any
      insurance policy covering any ABL Collateral subject to the Revolving Liens
      in the event of any loss thereunder and, in consultation with and subject to
      the
      consent of the Company (unless an Event of Default shall have occurred and
      be
      continuing and except as otherwise provided in the Revolving Documents), to
      approve any award granted in any condemnation or similar proceeding (or any
      deed
      in lieu of condemnation) affecting such ABL Collateral.  Unless
      and until the Discharge of Revolving Obligations has occurred, and subject
      to
      the rights of the Grantors under the Revolving Documents, all Proceeds of any
      such policy and any such award (or any payments with respect to a deed in lieu
      of condemnation) if with respect to such ABL Collateral shall be paid to
      the Revolving Collateral Agent for the benefit of the Revolving Secured Parties
      to the extent required under the Revolving Documents (including for purposes
      of
      cash collateralization of letters of credit) and thereafter, to the extent
      no
      Revolving Obligations are outstanding, and subject to the rights of the Grantors
      under the Term Documents, to the Term Collateral Agent for the benefit of the
      Term Secured Parties to the extent required under the Term Documents and then,
      to the extent no Term Obligations are outstanding, to the owner of the subject
      property, such other Person as may be entitled thereto or as a court of
      competent jurisdiction may otherwise direct.  Until the Discharge of
      Revolving Obligations has occurred, if the Term Collateral Agent or any Term
      Secured Party shall, at any time, receive any Proceeds of any such insurance
      policy or any such award or payment, in each case with respect to such
      ABL Collateral, in contravention of this Agreement, it shall segregate and
      hold in trust and forthwith pay such Proceeds over to the Revolving Collateral
      Agent in accordance with the terms of Section 4.2.

     

    5.3           Amendments
      to Revolving Documents and Term Documents.  (a)
      Each of the Revolving Documents and the Term Documents may be amended,
      supplemented or otherwise modified in accordance with the terms thereof, and
      all
      Indebtedness under the Revolving Credit Agreement and the Term Credit Agreement
      may be Refinanced in accordance with the terms thereof, except, in each case,
      as
      prohibited under the Revolving Credit Agreement or the Term Credit Agreement,
      each as in effect on the date hereof and as amended from time to time (but
      without giving effect to any amendment, supplement or modification that
      prohibits or restricts the amendment or modification of the Revolving Credit
      Agreement or the Term Credit Agreement or the Refinancing of any Indebtedness
      under either such agreement to a greater extent than the provisions in effect
      on
      the date hereof).  The Revolving Collateral Agent, on behalf of the
      Revolving Secured Parties, and the Company agree that the Revolving Documents
      will not restrict the amendment, supplement or modification of the Term
      Documents to a greater extent than the Term Credit Agreement, as in effect
      on
      the date hereof, restricts the amendment, supplement or modification of the
      Revolving Documents.   In the event any Indebtedness under the
      Revolving Credit Agreement or the Term Credit Agreement is Refinanced, the
      holders of such Refinancing debt shall bind themselves in a writing addressed
      to
      the Term Collateral Agent or the Revolving Collateral Agent, as the case may
      be,
      for the benefit of the Term 

     

    
      
        
        

      

      
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    Secured
      Parties or the Revolving Secured Parties, as applicable, to the terms of this
      Agreement.  No amendment, supplement or other modification of any
      Revolving Document or any Term Document shall affect the Lien subordination
      or
      other provisions of this Agreement.

     

     (b)          In
      the event the Revolving Collateral Agent or Revolving Secured Parties and any
      Grantor enter into any amendment, waiver or consent in respect of any Revolving
      Collateral Document for the purpose of adding to, or deleting from, or waiving
      or consenting to any departures from any provisions of, any such Revolving
      Collateral Document or changing in any manner the rights of the Revolving
      Collateral Agent, such Revolving Secured Parties, the Company or any other
      Grantor thereunder, then such amendment, waiver or consent, solely insofar
      as it
      relates to ABL Collateral and the rights of the Revolving Collateral Agent
      with respect thereto, shall apply automatically to any comparable provision
      of
      each Comparable Term Collateral Document without the consent of the Term
      Collateral Agent or the Term Secured Parties and without any action by the
      Term
      Collateral Agent, the Company or any other Grantor, provided
      that:

     

         
      (i)           no such
      amendment, waiver or consent shall have the effect of:

     

    (A)           removing
      or releasing assets subject to the Lien of the Term Collateral Document, except
      to the extent that a release of such Lien is permitted or required by
      Section 5.1 or consented to by the Term Collateral Agent or the Term
      Secured Parties and provided that there is a corresponding release of the
      Liens securing the applicable Revolving Obligations;

     

    (B)           imposing
      duties on the Term Collateral Agent without its consent;

     

    (C)           permitting
      other Liens on the Collateral not permitted under the terms of the Term
      Documents or Section 6; or

     

    (D)           being
      prejudicial to the interests of the Term Secured Parties to a greater extent
      than the Revolving Secured Parties; and

     

    (ii)           notice
      of such amendment, waiver or consent shall have been given to the Term
      Collateral Agent within ten (10) Business Days after the effective date of
      such
      amendment, waiver or consent.

     

     5.4           Bailee
      for Perfection.  (a)  The
      Revolving Collateral Agent agrees to hold that part of the ABL Collateral
      that is in its possession or control (or in the possession or control of its
      agents or bailees) to the extent that possession or control thereof is taken
      to
      perfect a Lien thereon under the UCC (such ABL Collateral being the
“Pledged Collateral”), as collateral agent for the Revolving
      Secured Parties and as bailee for the Term Collateral Agent (such bailment
      being
      intended, among other things, to satisfy the requirements of Sections
      8-301(a)(2) and 9-313(c) of the UCC), solely for the purpose of 

     

    
      
        
        

      

      
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      perfecting
        the security interest granted under the applicable Revolving Documents and
        Term
        Documents, respectively, subject to the terms and conditions of this
        Section 5.4.

    

     

     (b)          The
      Revolving Collateral Agent shall have no obligation whatsoever to the Term
      Collateral Agent or any Term Secured Party to ensure that the Pledged Collateral
      is genuine or owned by any of the Grantors or to preserve rights or benefits
      of
      any Person except as expressly set forth in this
      Section 5.4.  The duties or responsibilities of the Revolving
      Collateral Agent under this Section 5.4 shall be limited solely to holding
      the Pledged Collateral as bailee in accordance with this Section 5.4 and
      delivering the Pledged Collateral upon the applicable Discharge of Revolving
      Obligations as provided in paragraph (d) below.

     

     (c)          The
      Revolving Collateral Agent acting pursuant to this Section 5.4 shall not
      have by reason of the Revolving Collateral Documents, the Term Collateral
      Documents, this Agreement or any other document a fiduciary relationship in
      respect of the Term Collateral Agent or any Term Secured Party or any liability
      to the Term Collateral Agent or any Term Secured Party absent gross negligence
      or willful misconduct on the part of the Revolving Collateral
      Agent.

     

     (d)          Upon
      the Discharge of Revolving Obligations, the Revolving Collateral Agent shall
      deliver the remaining Pledged Collateral held or controlled by it (if any),
      together with any necessary endorsements, first, to the Term Collateral
      Agent to the extent Term Obligations remain outstanding, and second, to
      the Company to the extent no Revolving Obligations or Term Obligations remain
      outstanding (in each case, so as to allow such Person to obtain possession
      or
      control of such Pledged Collateral).  The Revolving Collateral Agent
      further agrees, upon the Discharge of Revolving Obligations, to take all other
      action reasonably requested by any Term Collateral Agent in connection with
      the
      Term Collateral Agent obtaining a first-priority interest in such Pledged
      Collateral or as a court of competent jurisdiction may otherwise
      direct.

     

     (e)          Subject
      to the terms of this Agreement, so long as the Discharge of Revolving
      Obligations has not occurred, the Revolving Collateral Agent shall be entitled
      to deal with the Pledged Collateral or ABL Collateral within its “control”
in accordance with the terms of this Agreement and the Revolving
      Documents.

     

     5.5           When
      Discharge of Revolving Obligations Deemed Not to Have Occurred.  If
      the Company enters into any Refinancing of any Revolving Document evidencing
      Revolving Obligations which Refinancing is permitted by the Term Documents,
      then
      a Discharge of Revolving Obligations shall be deemed not to have occurred for
      all purposes of this Agreement and, from and after the date on which the New
      Revolving Credit Debt Notice is delivered to the Term Collateral Agent in
      accordance with the next sentence, the obligations under such Refinancing of
      the
      Revolving Document shall automatically be treated as Revolving Obligations,
      and
      the Liens securing such Revolving Obligations shall be treated as Revolving
      Liens, for all purposes of this Agreement, including for purposes of the Lien
      priorities and rights in respect of ABL Collateral set forth herein, and
      the Revolving Collateral Agent under such Revolving Documents shall be the
      Revolving Collateral Agent for all purposes of this Agreement.  Upon
      receipt of a notice (the “New 

     

    
      
        
        

      

      
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    Revolving
      Credit Debt Notice”) stating that the Company has entered into a new
      Revolving Document (which notice shall include the identity of the new Revolving
      Collateral Agent, such agent, the “New Revolving Collateral
      Agent”), the Revolving Collateral Agent and the Term Collateral Agent
      shall promptly (a) enter into such documents and agreements (including
      amendments or supplements to this Agreement) as the Company or such New
      Revolving Collateral Agent shall reasonably request in order to provide to
      the
      New Revolving Collateral Agent the rights contemplated hereby, in each case
      consistent in all material respects with the terms of this Agreement, and
      (b) deliver to the New Revolving Collateral Agent any Pledged Collateral
      held by it together with any necessary endorsements (or otherwise allow the
      New
      Revolving Collateral Agent to obtain control of such Pledged
      Collateral).  The New Revolving Collateral Agent shall agree in a
      writing addressed to the Term Collateral Agent for the benefit of the Term
      Secured Parties to be bound by the terms of this Agreement.  If the
      new Revolving Obligations under the new Revolving Documents are secured by
      assets of the Grantors that do not also secure any Term Obligations, then such
      Term Obligations shall be secured at such time by a Lien on such assets to
      the
      same extent provided in the applicable Term Collateral Documents and this
      Agreement.

     

     5.6           Purchase
      Right.  Without
      prejudice to the enforcement of the Revolving Secured Parties’ remedies, the
      Revolving Collateral Agent, on behalf of  the Revolving Secured
      Parties, agrees that at any time following an acceleration of any Revolving
      Obligations in accordance with the terms of the Revolving Documents, the
      Revolving Secured Parties will offer the Term Secured Parties in writing (with
      a
      copy of such notice to the Company simultaneously therewith) the option to
      purchase for cash the entire aggregate amount of such accelerated Revolving
      Obligations (including unfunded commitments under the applicable Revolving
      Documents, if any) at par plus accrued interest, fees and expenses (without
      regard to any prepayment penalty or premium), without warranty or representation
      or recourse, on a pro rata basis from the Revolving Secured
      Parties.  The Term Secured Parties shall irrevocably accept or reject
      such offer within ten (10) Business Days of the receipt thereof and the parties
      shall endeavor to close promptly thereafter using the applicable assignment
      forms set forth in the Revolving Documents.  If the Term Secured
      Parties accept such offer, it shall be exercised pursuant to documentation
      mutually acceptable to the Revolving Collateral Agent and the Term Collateral
      Agent.  If the Term Secured Parties reject such offer (or do not so
      irrevocably accept such offer within the required period), the Revolving Secured
      Parties shall have no further obligations under this
      Section 5.6.

     

     5.7           Rights
      of Access and Use.  (a) In the event that the Term Collateral Agent
      shall acquire control or possession of any of the Non-ABL Collateral or
      shall, through the exercise of remedies under the Term Collateral Documents
      or
      otherwise, sell any of the Non-ABL Collateral to any third party (a
“Third Party Purchaser”), the Term Collateral Agent shall
      permit the Revolving Collateral Agent (or require as a condition of such sale
      to
      the Third Party Purchaser that the Third Party Purchaser agree to permit the
      Revolving Collateral Agent), at its option and in accordance with applicable
      law, and at the expense of the Revolving Secured Parties:  (i) to
      enter any or all of the Non-ABL Collateral under such control or possession
      (or sold to a Third Party Purchaser) consisting of real property during normal
      business hours or in order to inspect, remove or take any action with respect
      

     

    
      
        
        

      

      
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      to
        the ABL Collateral or to enforce the Revolving Collateral Agent’s rights
        with respect thereto, including, but not limited to, the examination and
        removal
        of ABL Collateral and the examination and duplication of the books and
        records of any Grantor related to the ABL Collateral, or to otherwise
        handle, deliver, ship, transport, deal with or dispose of any
        ABL Collateral, such right to include, without limiting the generality of
        the foregoing, the right to conduct one or more public or private sales or
        auctions thereon; and (ii) use any of the Non-ABL Collateral under such
        control or possession (or sold to a Third Party Purchaser) consisting of
        equipment (including computers or other data processing equipment related
        to the
        storage or processing of records, documents or files pertaining to the
        ABL Collateral) to handle, deal with or dispose of any ABL Collateral
        pursuant to the rights of the Revolving Collateral Agent and Revolving Secured
        Parties as set forth in the Revolving Documents, the UCC of any applicable
        jurisdiction and other applicable law.  The Term Collateral Agent
        shall not have any responsibility or liability for the acts or omissions
        of the
        Revolving Collateral Agent or any Revolving Secured Parties, and
        the  Revolving Collateral Agent and the Revolving Secured Parties
        shall not have any responsibility or liability for the acts or omissions
        of
  the Term Collateral Agent, in each case arising in connection with such
        other Person’s use and/or occupancy of any of the
        Non-ABL Collateral.  The rights of the Revolving Collateral Agent
        set forth in clauses (i) and (ii) above as to the Non-ABL Collateral shall
        be irrevocable and shall continue at the Revolving Collateral Agent’s option for
        a period of one hundred and eighty (180) days from the date on which the
        Term Collateral Agent has notified the Revolving Collateral Agent that the
        Term
        Collateral Agent has acquired possession or control of any of the
        Non-ABL Collateral.

    

     

     (b)          During
      the period of actual occupation, use and/or control by the Revolving Collateral
      Agent of any Non-ABL Collateral (or any assets or property subject to a
      leasehold interest constituting Non-ABL Collateral), the Revolving Secured
      Parties shall be obligated (i) to reimburse the Term Secured Parties for their
      pro rata share of all utilities, taxes, insurance and all other operating costs
      of such Non-ABL Collateral used by them during any such period of actual
      occupation, use and/or control to the extent the same are actually paid by
      the
      Term Secured Parties, (ii) to repair at their expense any physical damage to
      such Non-ABL Collateral resulting from such occupancy, use or control, and
      to leave such Non-ABL Collateral in substantially the same condition as it
      was at the commencement of such occupancy, use or control, (iii) to deliver
      to
      the Term Collateral Agent a certificate of insurance showing property and
      liability coverage reasonably satisfactory to the Term Collateral Agent on
      such
      Non-ABL Collateral during any such period of actual occupation, use and/or
      control thereof by the Revolving Collateral Agent and naming the Term Collateral
      Agent as an additional named insured and (iv) to indemnify and hold harmless
      the
      Term Secured Parties from and against any third party claims against the Term
      Secured Parties resulting from actions or omissions by the Revolving Secured
      Parties or their agents or representatives during the period of such occupancy,
      use or control by the Revolving Collateral Agent.  Without limiting
      the rights granted in this paragraph, the Revolving Collateral Agent and the
      Revolving Secured Parties shall cooperate with the Term Secured Parties in
      connection with any efforts made by the Term Collateral Agent or the Term
      Secured Parties to sell the Non-ABL Collateral.

     

    
      
        
        

      

      
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     (c)          In
      addition to and not in limitation of Section 5.7(a), in connection with any
      enforcement action by the Revolving Collateral Agent, the Term Collateral Agent
      hereby grants to the Revolving Collateral Agent a non-exclusive, irrevocable
      royalty free license with respect to any intellectual property necessary to
      realize upon any ABL Collateral for the purpose of effecting such
      realization.

     

       
      SECTION 6.  Insolvency or Liquidation
      Proceedings.

     

     6.1           Finance
      and Sale Issues.  Until
      the Discharge of Revolving Obligations has occurred, if the Company or any
      other
      Grantor shall be subject to any Insolvency or Liquidation Proceeding and the
      Revolving Collateral Agent shall desire to permit the use of “Cash Collateral”
(as such term is defined in Section 363(a) of the Bankruptcy Code) which
      constitutes ABL Collateral or to permit the Company or any other Grantor to
      obtain financing from the Revolving Secured Parties under Section 364 of
      the Bankruptcy Code or any similar Bankruptcy Law
      (“DIP Financing”), then the Term Collateral Agent, on
      behalf of itself and the Term Secured Parties, agrees that it will raise no
      objection to such Cash Collateral use or DIP Financing, insofar as its
      rights with respect to the ABL Collateral are affected, so long as
      (i)  such Cash Collateral use or DIP Financing is on commercially
      reasonable terms and, if required by applicable law, is approved by the
      Governmental Authority having jurisdiction over such Insolvency or Liquidation
      Proceeding, (ii) the Term Collateral Agent and the Term Secured Parties
      retain the right to object to any ancillary agreements or arrangements regarding
      such Cash Collateral use or DIP Financing that are materially prejudicial
      to their interests and (iii) such DIP Financing does not compel the
      Company to seek confirmation of a specific plan of reorganization for which
      all
      or substantially all of the material terms are set forth in the
      DIP Financing documentation or a related document and the
      DIP Financing documentation or Cash Collateral order does not expressly
      require the liquidation of Collateral prior to a default under the
      DIP Financing documentation or Cash Collateral order.  To the
      extent the Revolving Liens are subordinated to or pari passu with such
      DIP Financing which meets the requirements of clauses (i) through
      (iii) above, the Term Collateral Agent will subordinate its Term Liens in the
      ABL Collateral to the Liens securing such DIP Financing (and all
      obligations relating thereto) and will not request adequate protection or any
      other relief in connection with its rights as a holder of Liens on the
      ABL Collateral (except as expressly agreed by the Revolving Collateral
      Agent or to the extent permitted by Section 6.3).

     

     6.2           Relief
      from the Automatic Stay. 
      Until the Discharge of Revolving Obligations has occurred, the Term Collateral
      Agent, on behalf of itself and the Term Secured Parties, agrees that none of
      them shall seek (or support any other Person seeking) relief from the automatic
      stay or any other stay in any Insolvency or Liquidation Proceeding in respect
      of
      the ABL Collateral in which it holds Revolving Liens, without the prior
      written consent of the Revolving Collateral Agent, unless a motion for adequate
      protection permitted under Section 6.3 has been denied by the Bankruptcy
      Court.  The Term Collateral Agent, on behalf of itself and the Term
      Secured Parties, agrees that none of them shall oppose (or support any other
      Person opposing) any motion the Revolving Collateral Agent seeking relief from
      the automatic stay or any other stay in any Insolvency or
      Liquidation Proceeding in respect of the ABL Collateral in which it holds
      Revolving Liens.

     

    
      
        
        

      

      
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     6.3           Adequate
      Protection.

     

     (a)          The
      Term Collateral Agent, on behalf of itself and the Term Secured Parties, agrees
      that none of them shall contest (or support any other Person
      contesting):

     

    (i)           any
      request by the Revolving Collateral Agent or Revolving Secured Parties for
      adequate protection with respect to Revolving Liens in ABL Collateral;
      or

     

    (ii)           any
      objection by the Revolving Collateral Agent or Revolving Secured Parties to
      any
      motion, relief, action or proceeding based on the Revolving Collateral Agent
      or
      Revolving Secured Parties claiming a lack of adequate protection with respect
      to
      Revolving Liens in ABL Collateral.

     

     (b)          Notwithstanding
      Section 6.3(a), in any Insolvency or Liquidation Proceeding:

     

    (i)           if
      the Revolving Secured Parties (or any subset thereof) are granted adequate
      protection in the form of additional collateral in connection with any Cash
      Collateral use or DIP Financing and such additional collateral is the type
      of asset or property that would constitute ABL Collateral, then (A) the
      Term Collateral Agent, on behalf of itself or any of the Term Secured Parties,
      may seek or request adequate protection in the form of a Lien on such additional
      collateral, which Lien will be subordinated to the Liens securing the Revolving
      Obligations and such Cash Collateral use or DIP Financing (and all
      obligations relating thereto) on the same basis as the other Liens on
      ABL Collateral securing the Term Obligations are so subordinated to the
      Liens on ABL Collateral securing the Revolving Obligations under this
      Agreement and (B) subject to clause (ii) below, the Revolving Collateral Agent,
      on behalf of itself and the Revolving Secured Parties, agrees that none of
      them
      shall contest (or support any other Person contesting) (1) any request by the
      Term Collateral Agent or any Term Secured Party for adequate protection pursuant
      to the preceding clause (A) or (2) any objection to any motion, relief, action
      or proceeding in support of a request for adequate protection pursuant to the
      preceding clause (A); and

     

    (ii)           in
      the event the Term Collateral Agent, on behalf of itself or any Term Secured
      Parties, seeks or requests adequate protection in respect of Term Obligations
      and such adequate protection is granted in the form of additional collateral
      of
      a type of asset or property that would constitute ABL Collateral, then the
      Term Collateral Agent, on behalf of itself and the Term Secured Parties, agrees
      that the Revolving Collateral Agent shall also be granted a Lien on such
      additional collateral as security for the Revolving Obligations and for any
      Cash
      Collateral use or DIP Financing provided by the Revolving Secured Parties
      and that any Lien on such additional collateral securing the applicable Term
      Obligations shall be 

     

    
      
        
        

      

      
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      subordinated
        to the Lien on such collateral securing the Revolving Obligations and any
        such
        DIP Financing provided by the Revolving Secured Parties (and all
        obligations relating thereto) and to any other Liens granted to the Revolving
        Secured Parties as adequate protection on the same basis as the other Liens
        on
        ABL Collateral securing the Term Obligations are so subordinated to the
        Liens on ABL Collateral securing the Revolving Obligations under this
        Agreement.  Except in connection with the exercise of remedies with
        respect to the ABL Collateral, nothing herein shall limit the rights of the
        Term Collateral Agent or any Term Secured Parties from seeking adequate
        protection with respect to their rights in the Collateral in any Insolvency
        or
        Liquidation Proceeding (including adequate protection in the form of a cash
        payment, periodic cash payments or otherwise).

    

     

     6.4           No
      Waiver.  Subject
      to Sections 3.1(a) 3.1(d) and 6.3(b), nothing contained herein shall
      prohibit or in any way limit the Revolving Collateral Agent or any Revolving
      Secured Party from objecting in any Insolvency or Liquidation Proceeding or
      otherwise to any action taken by the Term Collateral Agent or any Term Secured
      Parties in respect of the ABL Collateral, including the seeking by the Term
      Collateral Agent or any Term Secured Parties of adequate protection or the
      asserting by the Term Collateral Agent or any Term Secured Parties of any rights
      and remedies under the applicable Term Documents or otherwise, in each case
      to
      the extent affecting (i) the Revolving Collateral Agent’s or such Revolving
      Secured Parties’ rights in ABL Collateral or (ii) the amount of
      Indebtedness that is secured by a Lien on ABL Collateral that is senior to
      that of the Revolving Collateral Agent or such Revolving Secured
      Parties.  Except as otherwise contemplated by the other provisions of
      this Agreement, nothing contained in this Agreement shall prohibit or in any
      way
      limit the Term Collateral Agent or any Term Secured Party from objecting in
      an
      Insolvency or Liquidation Proceeding or objecting to any action taken by the
      Revolving Collateral Agent or any Revolving Secured Party.

     

     6.5           Avoidance
      Issues.  If
      any Revolving Secured Party is required in any Insolvency or Liquidation
      Proceeding or otherwise to turn over or otherwise pay to the estate of the
      Company or any other Grantor any amount paid in respect of Revolving Obligations
      (a “Recovery”), then such Revolving Secured Party
      shall be entitled to a reinstatement of the applicable Revolving Obligations
      with respect to all such recovered amounts.  If this Agreement shall
      have been terminated prior to such Recovery, this Agreement shall be reinstated
      in full force and effect, and such prior termination shall not diminish,
      release, discharge, impair or otherwise affect the obligations of the parties
      hereto from such date of reinstatement.

     

     6.6           Post-Petition
      Interest.  (a)  Neither
      the Term Collateral Agent nor any Term Secured Party shall oppose or seek to
      challenge any claim by the Revolving Collateral Agent or any Revolving Secured
      Party for allowance in any Insolvency or Liquidation Proceeding of Revolving
      Obligations consisting of post-petition interest, fees or expenses to the extent
      of the value of any applicable Revolving Secured Party’s Lien on the
      ABL Collateral, without regard to the existence of the Term Lien of the
      Term Collateral Agent on behalf of the Term Secured Parties on the
      ABL Collateral.

     

    
      
        
        

      

      
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     (b)          Neither
      the Revolving Collateral Agent nor any Revolving Secured Party shall oppose
      or
      seek to challenge any claim by the Term Collateral Agent or any Term Secured
      Party for allowance in any Insolvency or Liquidation Proceeding of Term
      Obligations consisting of post-petition interest, fees or expenses to the extent
      of the value of the Lien of the Term Collateral Agent on behalf of the Term
      Secured Parties on the Collateral (after taking into account any Lien of the
      Revolving Collateral Agent on behalf of the Revolving Secured Parties in any
      ABL Collateral).

     

     6.7           Waiver.  Except
      as otherwise contemplated by the other provisions of this Agreement, the Term
      Collateral Agent, for itself and on behalf of the Term Secured Parties, waives
      any claim it may hereafter have against any Revolving Secured Party arising
      out
      of the election by any Revolving Secured Party of the application of
      Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash
      collateral or financing arrangement or out of any grant of a security interest
      in connection with the ABL Collateral in any Insolvency or Liquidation
      Proceeding.

     

     6.8           Separate
      Grants of Security and Separate Classification.  Each
      of the Revolving Collateral Agent, for itself and on behalf of the Revolving
      Secured Parties, and the Term Collateral Agent, for itself and on behalf of
      the
      Term Secured Parties, acknowledges and agrees that (a) the grants of Liens
      pursuant to the Revolving Collateral Documents and the Term Collateral Documents
      constitute separate and distinct grants of Liens; and (b) because of, among
      other things, their differing rights in the ABL Collateral, the Revolving
      Obligations and the Term Obligations are fundamentally different from one
      another and must be separately classified in any plan of reorganization proposed
      or adopted in an Insolvency or Liquidation Proceeding (other than any such
      plan
      of reorganization that provides for the payment in full and in cash of the
      aggregate amount of (and accrued interest, fees and expenses under) the
      Revolving Obligations and Term Obligations).  To further effectuate
      the intent of the parties as provided in the immediately preceding sentence,
      if
      it is held that the claims of the Revolving Secured Parties and the Term Secured
      Parties or any of them in respect of any ABL Collateral constitute only one
      secured claim (rather than separate classes of secured claims), then each of
      the
      parties hereto hereby acknowledges and agrees that, subject to Sections 2.1
      and
      4.1, all distributions shall be made as if there were separate classes of
      secured claims against the Grantors in respect of such ABL Collateral (with
      the effect being that, to the extent that the aggregate value of such
      ABL Collateral is sufficient (for this purpose ignoring all claims held by
      the Term Secured Parties), the Revolving Secured Parties shall be entitled
      to
      receive, in addition to amounts otherwise distributed to them in respect of
      principal, pre-petition interest and other claims, all amounts owing in respect
      of post-petition interest, including any additional interest payable pursuant
      to
      the applicable Revolving Documents arising from or related to a default, which
      is disallowed as a claim in any Insolvency or Liquidation Proceeding before
      any
      distribution in respect of ABL Collateral is made in respect of the claims
      held by the Term Secured Parties, with the Term Collateral Agent, for itself
      and
      on behalf of the Term Secured Parties, hereby acknowledging and agreeing to
      turn
      over to the Revolving Collateral Agent, for itself and on behalf of the
      Revolving Secured Parties, amounts otherwise received or receivable by them
      to
      the extent necessary to effectuate the intent of this sentence (with respect
      to
      the payment of post-petition interest),
      even if such turnover has the effect of reducing the claim or recovery of the
      Term Secured Parties.

     

    
      
        
        

      

      
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     6.9           Voting.  Each
      of the parties hereto acknowledges and agrees that the Term Collateral Agent
      and
      each Term Secured Party shall not be required to vote to approve any plan of
      reorganization for any reason.  Except as otherwise contemplated by
      (i) the applicable plan of reorganization and mutually agreed to by the parties
      thereto or (ii) the other provisions of the Credit Documents, the Credit
      Documents shall not require any Secured Party to agree that any provision of
      any
      Credit Document shall survive the effectiveness of a plan of reorganization
      in
      an Insolvency or Liquidation Proceeding.

     

       
      SECTION 7.  Reliance; Waivers; Etc.

     

     7.1           Reliance.  Other
      than any reliance on the terms of this Agreement, the Revolving Collateral
      Agent, on behalf of itself and the Revolving Secured Parties, acknowledges
      that
      it and the Revolving Secured Parties have, independently and without reliance
      on
      the Term Collateral Agent or Term Secured Parties, and based on documents and
      information deemed by them appropriate, made their own credit analysis and
      decision to enter into the Revolving Documents and be bound by the terms of
      this
      Agreement and they will continue to make their own credit decision in taking
      or
      not taking any action under the Revolving Documents or this
      Agreement.  The Term Collateral Agent, on behalf of itself and the
      Term Secured Parties, acknowledges that it and the Term Secured Parties have,
      independently and without reliance on the Revolving Collateral Agent or any
      Revolving Secured Party, and based on documents and information deemed by them
      appropriate, made their own credit analysis and decision to enter into each
      of
      the Term Documents and be bound by the terms of this Agreement and they will
      continue to make their own credit decision in taking or not taking any action
      under the Term Documents or this Agreement.

     

     7.2           No
      Warranties or Liability.  The
      Revolving Collateral Agent, on behalf of itself and the Revolving Secured
      Parties, acknowledges and agrees that the Term Collateral Agent and the Term
      Secured Parties have made no express or implied representation or warranty,
      including with respect to the execution, validity, legality, completeness,
      collectibility or enforceability of any of the Term Documents, the ownership
      of
      any Collateral or the perfection or priority of any Liens
      thereon.  Except as otherwise provided herein, the Term Secured
      Parties will be entitled to manage and supervise their respective loans and
      extensions of credit under the Term Documents in accordance with law and as
      they
      may otherwise, in their sole discretion, deem appropriate.  Except as
      otherwise provided herein, the Term Collateral Agent, on behalf of itself and
      the Term Secured Parties, acknowledges and agrees that the Revolving Collateral
      Agent and the Revolving Secured Parties have made no express or implied
      representation or warranty, including with respect to the execution, validity,
      legality, completeness, collectibility or enforceability of any of the Revolving
      Documents, the ownership of any Collateral or the perfection or priority of
      any
      Liens thereon.  Except as otherwise provided herein, the Revolving
      Secured Parties will be entitled to manage and supervise their respective loans
      and extensions of credit under the applicable Revolving Documents in accordance
      with law and as they may otherwise, in their sole discretion, deem
      appropriate.  None of the Term 

     

    
      
        
        

      

      
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      Collateral
        Agent or the Term Secured Parties shall have any duty to the Revolving
        Collateral Agent or the Revolving Secured Parties, and none of the Revolving
        Collateral Agent or the Revolving Secured Parties shall have any duty to any
        Term Collateral Agent or the Term Secured Parties, to act or refrain from
        acting
        in a manner which allows, or results in, the occurrence or continuance of
        an
        event of default or default under any agreements with the Company or any
        other
        Grantor (including any Revolving Documents and Term Documents), regardless
        of
        any knowledge thereof which they may have or be charged with.

    

     

     7.3           No
      Waiver of Lien Priorities. (a)  No right of any Revolving Secured
      Parties, the Revolving Collateral Agent or any of them to enforce any provision
      of this Agreement or any Revolving Document shall at any time in any way be
      prejudiced or impaired by any act or failure to act on the part of the Company
      or any other Grantor or by any act or failure to act by any Revolving Secured
      Party or the Revolving Collateral Agent, or by any noncompliance by any Person
      with the terms, provisions and covenants of this Agreement, any of the Revolving
      Documents or any of the Term Documents, regardless of any knowledge thereof
      which the Revolving Collateral Agent or any Revolving Secured Parties, or any
      of
      them, may have or be otherwise charged with.

     

     (b)          Without
      in any way limiting the generality of the foregoing paragraph (but subject
      to
      the rights of the Company and the other Grantors under the Revolving Documents
      and subject to the provisions of Section 5.3(a)), any Revolving Secured
      Parties, the Revolving Collateral Agent and any of them may, at any time and
      from time to time in accordance with the applicable Revolving Documents and/or
      applicable law, without the consent of, or notice to, the Term Collateral Agent
      or any Term Secured Parties, without incurring any liabilities to the Term
      Collateral Agent or any Term Secured Parties and without impairing or releasing
      the Lien priorities and other benefits provided in this Agreement (even if
      any
      right of subrogation or other right or remedy of the Term Collateral Agent
      or
      any Term Secured Parties is affected, impaired or extinguished thereby) do
      any
      one or more of the following:

     

    (i)           change
      the manner, place or terms of payment or change or extend the time of payment
      of, or amend, renew, exchange, increase or alter, the terms of any of the
      Revolving Obligations or any Revolving Lien on any Collateral or guarantee
      thereof or any liability of the Company or any other Grantor, or any liability
      incurred directly or indirectly in respect thereof (including any increase
      in or
      extension of the applicable Revolving Obligations, without any restriction
      as to
      the tenor or terms of any such increase or extension) or otherwise amend, renew,
      exchange, extend, modify or supplement in any manner any Revolving Liens held
      by
      the Revolving Collateral Agent or any such Revolving Secured Parties, the
      applicable Revolving Obligations or any of the applicable Revolving Documents;
      provided that any such increase in such Revolving Obligations shall not
      increase the sum of the Indebtedness constituting principal under the Revolving
      Credit Agreement and the face amount of any letters of credit issued under
      the
      Revolving Credit Agreement to an amount in excess of the Revolving Credit Cap
      Amount;

     

    
      
        
        

      

      
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    (ii)           sell,
      exchange, release, surrender, realize upon, enforce or otherwise deal with
      in
      any manner and in any order any part of the ABL Collateral subject to its
      Revolving Lien or any liability of the Company or any other Grantor to such
      Revolving Secured Parties or the Revolving Collateral Agent, or any liability
      incurred directly or indirectly in respect thereof;

     

    (iii)           settle
      or compromise any Revolving Obligation or any other liability of the Company
      or
      any other Grantor or any security therefor or any liability incurred directly
      or
      indirectly in respect thereof and apply any sums by whomsoever paid and however
      realized to any liability (including the applicable Revolving Obligations)
      in
      any manner or order; and

     

    (iv)           exercise
      or delay in or refrain from exercising any right or remedy against the Company
      or any security or any other Grantor or any other Person, elect any remedy
      and
      otherwise deal freely with the Company, any other Grantor or any
      ABL Collateral subject to its Revolving Lien and any security and any
      guarantor or any liability of the Company or any other Grantor to the applicable
      Revolving Secured Parties or any liability incurred directly or indirectly
      in
      respect thereof.

     

     (c)          Except
      as otherwise provided herein, the Term Collateral Agent, on behalf of itself
      and
      the Term Secured Parties, also agrees that the Revolving Secured Parties and
      the
      Revolving Collateral Agent shall have no liability to the Term Collateral Agent
      or any Term Secured Parties, and the Term Collateral Agent, on behalf of itself
      and the Term Secured Parties, hereby waives any claim against any Revolving
      Secured Party or the Revolving Collateral Agent arising out of any and all
      actions which such Revolving Secured Parties or the Revolving Collateral Agent
      may take or permit or omit to take with respect to:

     

    (i)           the
      Revolving Documents (other than as provided in this Agreement);

     

    (ii)           the
      collection of the Revolving Obligations; or

     

    (iii)           the
      foreclosure upon, or sale, liquidation or other disposition of, any
      ABL Collateral subject to the Revolving Liens.  The Term
      Collateral Agent, on behalf of itself and the Term Secured Parties, agrees
      that
      the Revolving Secured Parties and the Revolving Collateral Agent have no duty
      to
      them in respect of the maintenance or preservation of any Collateral subject
      to
      the Revolving Liens, the Revolving Obligations or otherwise.

     

     (d)          Until
      the Discharge of Revolving Obligations, the Term Collateral Agent, on behalf
      of
      itself and the Term Secured Parties, agrees not to assert and hereby waives,
      to
      the fullest extent permitted by law, any right to demand, request, plead or
      otherwise assert or otherwise claim the benefit of, any marshalling, appraisal,
      valuation or other similar right that may otherwise be available under
      applicable law with respect to any
      ABL Collateral subject to any Revolving Lien or any other similar rights a
      junior secured creditor may have under applicable law.

     

    
      
        
        

      

      
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     7.4           Obligations
      Unconditional.  All
      rights, interests, agreements and obligations of the Revolving Collateral Agent
      and Revolving Secured Parties and the Term Collateral Agent and Term Secured
      Parties hereunder shall remain in full force and effect irrespective
      of:

     

     (a)          any
      lack of validity or enforceability of any Revolving Documents or any Term
      Documents;

     

     (b)          except
      as otherwise expressly set forth in this Agreement, any change in the time,
      manner or place of payment of, or in any other terms of, all or any of the
      Revolving Obligations or Term Obligations, or any amendment or waiver or other
      modification, including any increase in the amount thereof, whether by course
      of
      conduct or otherwise, of the terms of any Revolving Document or any Term
      Document;

     

     (c)          except
      as otherwise expressly set forth in this Agreement, any exchange of any security
      interest in any Collateral or any other collateral, or any amendment, waiver
      or
      other modification, whether in writing or by course of conduct or otherwise,
      of
      all or any of the Revolving Obligations or Term Obligations or any guarantee
      thereof;

     

     (d)          the
      commencement of any Insolvency or Liquidation Proceeding in respect of the
      Company or any other Grantor; or

     

     (e)          any
      other circumstances that otherwise might constitute a defense available to,
      or a
      discharge of, the Company or any other Grantor in respect of the Revolving
      Collateral Agent, any Revolving Obligations, any Revolving Secured Party, the
      Term Collateral Agent, any Term Obligations or any Term Secured Party in respect
      of this Agreement.

     

       
      SECTION 8.  Miscellaneous.

     

     8.1           Conflicts.  In
      the event of any express conflict between the provisions of this Agreement
      and
      the provisions of the Revolving Documents or the Term Documents, the provisions
      of this Agreement shall govern and control.

     

     8.2           Effectiveness;
      Continuing Nature of this Agreement; Severability.  This
      Agreement shall become effective when executed and delivered by the parties
      hereto.  This is a continuing agreement of Lien subordination and the
      Revolving Secured Parties may continue, at any time and without notice to the
      Term Collateral Agent or any Term Secured Party, to extend credit and other
      financial accommodations and lend monies to or for the benefit of the Company
      or
      any Grantor constituting Revolving Obligations in reliance
      hereon.  The Term Collateral Agent, on behalf of itself and the Term
      Secured Parties, hereby waives any right it may have under applicable law to
      revoke this Agreement or any of the provisions of this Agreement.  The
      terms of this Agreement shall survive, and shall continue in full force and
      effect, in any Insolvency or Liquidation Proceeding.  Any


     

    
      
        
        

      

      
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      provision
        of this Agreement that is prohibited or unenforceable in any jurisdiction
        shall
        not invalidate the remaining provisions hereof, and any such prohibition
        or
        unenforceability in any jurisdiction shall not invalidate or render
        unenforceable such provision in any other jurisdiction.  All
        references to the Company or any other Grantor shall include the Company
        or such
        Grantor as debtor and debtor-in-possession and any receiver or trustee for
        the
        Company or any other Grantor (as the case may be) in any Insolvency or
        Liquidation Proceeding.

    

     

     8.3           Amendments;
      Waivers.   
      No amendment, modification or waiver of any of the provisions of this Agreement
      shall be effective unless the same shall be in writing and signed on behalf
      of
      each party hereto or its authorized agent and each waiver, if any, shall be
      a
      waiver only with respect to the specific matter involved and shall in no way
      impair the rights of the parties making such waiver or the obligations of the
      other parties to such party in any other respect or at any other
      time.  Notwithstanding the foregoing, neither the Company nor any
      other Grantor shall have any right to consent to or approve any amendment,
      modification or waiver of any provision of this Agreement except to the extent
      its rights or obligations are affected; provided that the Company shall
      be provided with prior written notice of all amendments, modifications and
      waivers of any provision of this Agreement, which prior written notice shall
      be
      accompanied by copies of drafts of the applicable amendments, modifications
      and
      waivers.

     

     8.4           Information
      Concerning Financial Condition of the Company and its
      Subsidiaries.   
      Each of (a) the Revolving Collateral Agent and the Revolving Secured
      Parties and (b) the Term Collateral Agent and the Term Secured Parties
      shall be responsible for keeping themselves informed of (i) the financial
      condition of the Company and its Subsidiaries and all endorsers and/or
      guarantors of the Revolving Obligations or the Term Obligations and
      (ii) all other circumstances bearing upon the risk of nonpayment of the
      Revolving Obligations or the Term Obligations.  Neither the Revolving
      Collateral Agent nor any Revolving Secured Party shall have any duty to advise
      the Term Collateral Agent or any Term Secured Party of information known to
      it
      regarding such condition or any such circumstances or otherwise.  In
      the event the Revolving Collateral Agent or a Revolving Secured Party, in its
      sole discretion, undertakes at any time or from time to time to provide any
      such
      information to the Term Collateral Agent or any Term Secured Party, it shall
      be
      under no obligation:

     

     (a)          to
      make, and neither the Revolving Collateral Agent nor any Revolving Secured
      Party
      shall make, any express or implied representation or warranty, including with
      respect to the accuracy, completeness, truthfulness or validity of any such
      information so provided;

     

     (b)          to
      provide any additional information or to provide any such information on any
      subsequent occasion;

     

     (c)          to
      undertake any investigation; or

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     (d)          to
      disclose any information, which pursuant to accepted or reasonable commercial
      finance practices, such party wishes to maintain confidential or is otherwise
      required to maintain confidential.

     

     8.5           Subrogation.   
      With respect to the value of any payments or distributions in cash, property
      or
      other assets that any of the Term Secured Parties or the Term Collateral Agent
      pays over to the Revolving Collateral Agent or any Revolving Secured Parties
      under the terms of this Agreement, the Term Secured Parties and Term Collateral
      Agent shall be subrogated to the rights of the Revolving Collateral Agent and
      the Revolving Secured Parties; provided that, the Term Collateral Agent,
      on behalf of itself and the Term Secured Parties, hereby agrees not to assert
      or
      enforce all such rights of subrogation it may acquire as a result of any payment
      hereunder until the Discharge of Revolving Obligations has
      occurred.  The Company and each other Grantor acknowledge and agree
      that the value of any payments or distributions in cash, property or other
      assets received by the Term Collateral Agent or any Term Secured Parties that
      are paid over to the Revolving Collateral Agent or Revolving Secured Parties
      pursuant to this Agreement shall not reduce any of the applicable Term
      Obligations.

     

     8.6           Application
      of Payments.   
      All payments received by the Revolving Collateral Agent or any Revolving Secured
      Parties may be applied, reversed and reapplied, in whole or in part, to such
      part of the Revolving Obligations as shall be provided in the applicable
      Revolving Documents.  The Term Collateral Agent, on behalf of itself
      and the Term Secured Parties, assents to any extension or postponement of the
      time of payment, subject to Section 5.3(a), of the applicable Revolving
      Obligations or any part thereof and to any other indulgence with respect
      thereto, to any substitution, exchange or release of any security which may
      at
      any time secure any part of the Revolving Obligations and to the addition or
      release of any other Person primarily or secondarily liable
      therefor.

     

     8.7           SUBMISSION
      TO JURISDICTION; WAIVERS.  
      (a)  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY
      ARISING HEREUNDER OR RELATING HERETO MAY BE BROUGHT IN ANY STATE OR FEDERAL
      COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW
      YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR
      ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY:

     

    (1)           ACCEPTS
      GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
      COURTS;

     

    (2)           WAIVES
      ANY DEFENSE OF FORUM NON CONVENIENS;

     

    (3)           AGREES
      THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE
      MADE
      BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE
      PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.8;
      AND

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (4)           AGREES
      THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFER PERSONAL
      JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEED­ING IN ANY SUCH
      COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
      RESPECT.

     

     (b)          EACH
      OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY
      TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
      HEREUNDER.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE
      ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
      THAT
      RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
      BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY
      CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
      INDUCEMENT TO ENTER INTO A BUSINESS RELATION­SHIP, THAT EACH HAS ALREADY
      RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL
      CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS.  EACH
      PARTY HERETO FURTHER WAR­RANTS AND REPRESENTS THAT IT HAS REVIEWED THIS
      WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES
      ITS
      JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS
      WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR
      IN
      WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS
      SECTION 8.7(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER
      SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
      HERETO.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
      WRITTEN CONSENT TO A TRIAL BY THE COURT.

     

     8.8           Notices.   
      All notices to the Revolving Secured Parties and the Term Secured Parties
      permitted or required under this Agreement shall also be sent to the Revolving
      Collateral Agent and the Term Collateral Agent, respectively.  Unless
      otherwise specifically provided herein, any notice hereunder shall be in writing
      and may be personally served or sent by facsimile or United States mail or
      courier service and shall be deemed to have been given when delivered in person
      or by courier service and signed for against receipt thereof, or upon receipt
      if
      sent by facsimile or United States mail.  For the purposes hereof, the
      addresses of the parties hereto shall be as set forth below each party’s name on
      the signature pages hereto, or, as to each party, at such other address as
      may
      be designated by such party in a written notice to all of the other
      parties.

     

     8.9           Further
      Assurances.   
      The Revolving Collateral Agent, on behalf of itself and the Revolving Secured
      Parties, and the Term Collateral Agent, on behalf of itself and the Term Secured
      Parties, and the Company and each other Grantor agree that each of them shall
      take such further action and shall execute and deliver such additional documents
      and instruments (in recordable form, if requested) as the Revolving Collateral
      Agent or the Term
      Collateral Agent may reasonably request to effectuate the terms of and the
      Lien
      priorities contemplated by this Agreement.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

       

    

     

     8.10         APPLICABLE
      LAW.  THIS
      AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
      ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     

     8.11         Binding
      on Successors and Assigns.  This
      Agreement shall be binding upon the Revolving Collateral Agent, the Revolving
      Secured Parties, the Term Collateral Agent and the Term Secured Parties, the
      Company, the other Grantors and their respective successors and
      assigns.

     

     8.12         Specific
      Performance.  Each
      of the Revolving Collateral Agent and the Term Collateral Agent may demand
      specific performance of this Agreement.  Each of the Revolving
      Collateral Agent, on behalf of itself and the Revolving Secured Parties, and
      the
      Term Collateral Agent, on behalf of itself and the Term Secured Parties, hereby
      irrevocably waives any defense based on the adequacy of a remedy at law and
      any
      other defense which might be asserted to bar the remedy of specific performance
      in any action which may be brought by the Revolving Collateral Agent or the
      Revolving Secured Parties or the Term Collateral Agent or the Term Secured
      Parties, as the case may be.

     

     8.13         Headings.  Section headings
      in this Agreement are included herein for convenience of reference only and
      shall not constitute a part of this Agreement for any other purpose or be given
      any substantive effect.

     

     8.14         Counterparts.  This
      Agreement may be executed in counterparts (and by different parties hereto
      in
      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 counterpart of a signature page of
      this Agreement or any document or instrument delivered in connection herewith
      by
      facsimile or other electronic transmission shall be effective as delivery of
      a
      manually executed counterpart of this Agreement or such other document or
      instrument, as applicable.

     

     8.15         Authorization.  By
      its signature, each Person executing this Agreement on behalf of a party hereto
      represents and warrants to the other parties hereto that it is duly authorized
      to execute this Agreement.

     

     8.16         No
      Third Party Beneficiaries.  This
      Agreement and the rights and benefits hereof shall inure to the benefit of
      each
      of the parties hereto and its respective successors and assigns and shall inure
      to the benefit of each of the Revolving Secured Parties and the Term Secured
      Parties.  Nothing in this Agreement shall impair, as between the
      Company and the other Grantors and the Revolving Collateral Agent, the Revolving
      Secured Parties, the Term Collateral Agent and the Term Secured Parties, the
      obligations of the Company and the other Grantors to pay principal, interest,
      fees and other amounts as provided in the Revolving Documents and the Term
      Documents, respectively.

     

     8.17         Provisions
      Solely to Define Relative Rights.  The
      provisions of this Agreement are and are intended solely for the purpose of
      defining the relative rights of 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

       

      (a) the
        Revolving Collateral Agent and the Revolving Secured Parties and (b) the
        Term Collateral Agent and the Term Secured Parties.  Nothing in this
        Agreement is intended to or shall impair the obligations of the Company or
        any
        other Grantor, which are absolute and unconditional, to pay the Revolving
        Obligations and the Term Obligations as and when the same shall become due
        and
        payable in accordance with their terms.

    

     

     8.18         Reciprocity.  The
      Revolving Collateral Agent agrees, for itself and on behalf of the Revolving
      Secured Parties, that if it or any Revolving Secured Party, or any agent or
      trustee therefor, shall obtain any Lien on Non-ABL Collateral securing any
      Revolving Obligations, regardless of how acquired, whether by grant, possession,
      statute, operation of law, subrogation or otherwise, such Lien shall be junior
      and subordinate in all respects to all Term Liens on such
      Non-ABL Collateral, and neither the Revolving Collateral Agent nor any
      Revolving Secured Party shall take any action with respect to such
      Non-ABL Collateral or with respect to Term Liens on such
      Non-ABL Collateral or the Term Obligations insofar as they are secured by
      such Liens that the Term Collateral Agent or the Term Secured Parties would
      be
      prohibited by this Agreement from taking with respect to the ABL Collateral
      or with respect to Revolving Liens on such ABL Collateral or the Revolving
      Obligations.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    


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

     

     

    
       

      
         

        
          
            
              
                
                  
                    
                      
                        	 	
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          WACHOVIA
                                                            BANK, NATIONAL 

                                                          ASSOCIATION,
                                                            as
                                                            Revolving Collateral


                                                          Agent,

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              
	 	 	 
	 	 	 
	 	
                                By:

                              	 /s/
                                Joseph L. White


                      

                      
                        	 	 Name:
                                	  Joseph
                                L. White
	 	 Title:	  Director


                      

                       

                       

                       

                       

                       

                       

                       

                       

                      [ABL
                        Intercreditor
                        Agreement]

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

     

     

    
      
        
          
            
              
                
                  
                    
                      	 	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          GOLDMAN
                                                            SACHS CREDIT PARTNERS

                                                          L.P.,
                                                            as
                                                            Term Collateral
                                                            Agent,

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            
	 	 	 
	 	 	 
	 	
                              By:

                            	 /s/
                              Bruce H. Mendelsohn


                    

                    
                      	 	 Name:
                              	  Bruce
                              H. Mendelsohn
	 	 Title:	  Authorized
                              Signatory


                    

                     

                     

                     

                     

                     

                     

                     

                     

                    [ABL
                      Intercreditor
                      Agreement]
 

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    


    
       

      
        
          
            
              
                
                  
                    
                      
                        	 	
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            SPECTRUM
                                                              BRANDS, INC.,
                                                              as the
                                                              Borrower

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              
	 	 	 
	 	 	 
	 	
                                By:

                              	 /s/
                                Anthony L. Genito


                      

                      
                        	 	 Name:
                                	  Anthony
                                L. Genito
	 	 Title:	  Senior
                                Vice President and Chief Financial
                                Officer


                      

                       

                       

                       

                       

                       

                       

                       

                       

                      [ABL
                        Intercreditor
                        Agreement]

 

                    

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        	 	
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              ROV
                                                                HOLDING, INC.,

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              
	 	 	 
	 	 	 
	 	
                                By:

                              	 /s/
                                Anthony L. Genito


                      

                      
                        	 	 Name:
                                	  Anthony
                                L. Genito
	 	 Title:	  Vice
                                President and Treasurer 


                      

                       

                       

                       

                       

                       

                       

                       

                       

                      [ABL
                        Intercreditor
                        Agreement]


                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
       

      
         

        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                ROVCAL,
                                                                  INC.,

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                
	 	 	 
	 	 	 
	 	
                                  By:

                                	 /s/
                                  Anthony L. Genito


                        

                        
                          	 	 Name:
                                  	  Anthony
                                  L. Genito
	 	 Title:	  Vice
                                  President and Treasurer


                        

                         

                         

                         

                         

                         

                         

                         

                         

                        [ABL
                          Intercreditor
                          Agreement]



                      

                    

                  

                

              

            

          

        

      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        	 	
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              UNITED
                                                                INDUSTRIES CORPORATION,

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              
	 	 	 
	 	 	 
	 	
                                By:

                              	 /s/
                                Robert Prather


                      

                      
                        	 	 Name:
                                	  Robert
                                Prather
	 	 Title:	  Treasurer
                                and Chief Financial Officer


                      

                       

                       

                       

                       

                       

                       

                       

                       

                      [ABL
                        Intercreditor
                        Agreement]




                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    
       

      
         

        
           

          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    SPECTRUM
                                                                      NEPTUNE US
                                                                      HOLDCO CORPORATION,

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  
	 	 	 
	 	 	 
	 	
                                    By:

                                  	 /s/
                                    Anthony L. Genito


                          

                          
                            	 	 Name:
                                    	  Anthony
                                    L. Genito
	 	 Title:	  Vice
                                    President, Treasurer and Chief Financial
                                    Officer


                          

                           

                           

                           

                           

                           

                           

                           

                           

                          [ABL
                            Intercreditor
                            Agreement]



                        

                      

                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    
       

      
        
          
            
              
                
                  
                    
                      
                         

                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  SCHULTZ
                                                                                    COMPANY,

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                
	 	 	 
	 	 	 
	 	
                                                  By:

                                                	 /s/
                                                  Robert Prather


                                        

                                        
                                          	 	 Name:
                                                  	  Robert
                                                  Prather
	 	 Title:	  Treasurer
                                                  and Chief Financial Officer


                                        

                                         

                                         

                                         

                                         

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                       

                       

                       

                       

                       

                      [ABL
                        Intercreditor
                        Agreement]

                    

                  

                

              

            

          

        

      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    
      
        
           

          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    UNITED
                                                                      PET GROUP,
                                                                      INC.,

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  
	 	 	 
	 	 	 
	 	
                                    By:

                                  	 /s/
                                    Joe Gil


                          

                          
                            	 	 Name:
                                    	  Joe
                                    Gil
	 	 Title:	  Vice
                                    President Finance and Treasurer


                          

                           

                           

                           

                           

                        

                      

                    

                  

                

              

            

          

        

         

         

         

         

         

        [ABL
          Intercreditor Agreement]

      



     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    
      
        
           

          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    DB
                                                                      ONLINE, LLC,

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  
	 	 	 
	 	
                                    By:

                                  	 United
                                    Pet Group, Inc., its Managing Member
	 	 	 
	 	 	 
	 	
                                    By:

                                  	 /s/
                                    Joe Gil


                          

                          
                            	 	 Name:
                                    	  Joe
                                    Gil
	 	 Title:	  Vice
                                    President Finance and Treasurer


                          

                           

                           

                           

                           

                        

                      

                    

                  

                

              

            

          

        

         

         

         

         

         

        [ABL
          Intercreditor Agreement]

      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    
      
        
           

          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      SOUTHERN
                                                                        CALIFORNIA
                                                                        FOAM, INC.,

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  
	 	 	 
	 	 	 
	 	
                                    By:

                                  	 /s/
                                    Joe Gil


                          

                          
                            	 	 Name:
                                    	  Joe
                                    Gil
	 	 Title:	  Vice
                                    President Finance and Treasurer


                          

                           

                           

                           

                           

                        

                      

                    

                  

                

              

            

          

        

         

         

         

         

         

        [ABL
          Intercreditor Agreement]


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      AQUARIA,
                                                                        INC.,

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                
	 	 	 
	 	 	 
	 	
                                  By:

                                	 /s/
                                  Joe Gil


                        

                        
                          	 	 Name:
                                  	  Joe
                                  Gil
	 	 Title:	  Vice
                                  President Finance and Treasurer


                        

                         

                         

                         

                         

                      

                    

                  

                

              

            

          

        

      

       

       

       

       

       

      [ABL
        Intercreditor Agreement]


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        AQUARIUM
                                                                          SYSTEMS,
                                                                          INC.,

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                
	 	 	 
	 	 	 
	 	
                                  By:

                                	 /s/
                                  Joe Gil


                        

                        
                          	 	 Name:
                                  	  Joe
                                  Gil
	 	 Title:	  Vice
                                  President Finance and Treasurer


                        

                         

                         

                         

                         

                      

                    

                  

                

              

            

          

        

      

       

       

       

       

       

      [ABL
        Intercreditor Agreement]


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          PERFECTO
                                                                            MANUFACTURING,
                                                                            INC.,

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                
	 	 	 
	 	 	 
	 	
                                  By:

                                	 /s/
                                  Joe Gil


                        

                        
                          	 	 Name:
                                  	  Joe
                                  Gil
	 	 Title:	  Vice
                                  President Finance and Treasurer


                        

                         

                         

                         

                         

                      

                    

                  

                

              

            

          

        

      

       

       

       

       

       

      [ABL
        Intercreditor Agreement]


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

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

     

     

    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            TETRA
                                                                              HOLDING
                                                                              (US),
                                                                              INC.,

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                
	 	 	 
	 	 	 
	 	
                                  By:

                                	 /s/
                                  Joe Gil


                        

                        
                          	 	 Name:
                                  	  Joe
                                  Gil
	 	 Title:	  Vice
                                  President Finance and Treasurer


                        

                         

                         

                         

                         

                      

                    

                  

                

              

            

          

        

      

       

       

       

       

       

      [ABL
        Intercreditor Agreement]