Common use of Agreements of the Debtors Clause in Contracts

Agreements of the Debtors. Each Debtor (a) will, upon request of the Administrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Administrative Agent not less than 10 days' prior written notice, (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (e) will permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of a Default, deliver to the Administrative Agent all of such records and papers; (f) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Administrative Agent, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; and (n) will reimburse the Administrative Agent for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Administrative Agent), incurred by the Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Administrative Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) willat their sole cost and expense, upon request of will execute and deliver all such agreements and instruments as necessary (or as Agent may reasonably request) to more fully or accurately describe the Administrative Agent, execute such financing statements and property intended to be Collateral or the obligations intended to be secured by hereunder or any other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) Loan Document and do such acts as may be reasonably necessary under applicable U.S. or state law, including the filing of any such notice filings or other acts agreements or instruments, at such times and things at such places as are necessary (includingor as the Agent may reasonably request), delivery in each case subject to the Administrative Agent terms of this Agreement or any Instruments or Certificated Securities which constitute Collateral)other Loan Document, all as the Administrative Agent may from time to time reasonably request, in order to establish and maintain a valid valid, attached and perfected first-priority security interest interests in the Collateral (in favor of the Lender Parties, free and clear of all other liens, Liens and claims and rights of third parties whatsoever, other than whatsoever except Permitted Liens; each Debtor hereby irrevocably authorizes the Agent at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) to secure indicate the payment Collateral (x) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the LiabilitiesUCC of the jurisdiction wherein such financing statement or amendment is filed, or (y) as being of an equal or lesser scope or within greater detail, and (ii) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether such Debtor is an organization, the Type of Organization and the Organizational ID Number issued to such Debtor and (y) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, such Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto, filed by the Agent in any jurisdiction prior to the date of this Agreement; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules Schedule I and II hereto or at such other addresses of which such Debtor shall have given the Administrative Agent not less than 10 thirty (30) days' ’ prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (e) will permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice following the occurrence and during the existence continuation of a an Event of Default) to inspect such Debtor's ’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of a an Event of Default, deliver to the Administrative Agent all of such records and papers; (f) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which that is no longer useful in its business or which that is being replaced by similar EquipmentEquipment or any other sale of collateral permitted under Section 7.2.7 of the Credit Agreement, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of Section 7.3 7.1.3 of the Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall have occurred and be existingcontinuing, the Administrative Agent shall will deliver any proceeds of such insurance which that may be received by it to such Debtor and (B) whenever a an Event of Default shall have occurred and be existingcontinuing, the Administrative Agent may apply any proceeds of such insurance which that may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (i) will take such actions as are reasonably necessary to keep its Inventory Goods in good repair and conditioncondition (ordinary wear and tear excepted); (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will, except to the extent that such fees, taxes, assessments and other charges are being contested in good faith and by appropriate proceedings, diligently conducted and for which appropriate reserves, in accordance with GAAP have been established, but only to the extent that the failure to discharge such contested charge will not cause a Material Adverse Change, promptly pay when due all license fees, registration fees, taxes, assessments and other charges which that may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Administrative Agent, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule VVI, will keep all of the tangible Collateral in the United States; and (n) promptly notify the Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon the request of the Agent, will reimburse promptly execute such other documents, and do such other acts or things deemed appropriate by the Administrative Agent to deliver to the Agent control with respect to such Collateral; (o) promptly notify the Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments and, upon the request of the Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by the Agent to deliver to the Agent possession of such Documents that are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Agent; (p) with respect to Collateral in the possession of a third party, other than Certificated Securities, Goods covered by a Document, or de minimis portions of the Collateral temporarily in the possession of another in the ordinary course of such third parties’ business including as described on Schedule VII, obtain an acknowledgment from the third party that it is holding the Collateral for benefit of the Agent; (q) promptly notify the Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the date hereof against any third party, and, upon the request of the Agent, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Agent to give the Agent a security interest in such Commercial Tort Claim; (r) further agrees to take other action reasonably requested by the Agent to ensure the attachment, perfection and first priority of, and the ability of the Agent to enforce, the security interests in any and all expensesof the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor’s signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the security interests in such Collateral, (iii) obtaining governmental and other third party consents and approvals, including reasonable attorney's fees without limitation any consent of any licensor, lessor or other Person obligated on Collateral, (iv) obtaining waivers from mortgagees and charges landlords in form and substance satisfactory to the Agent, and (including time charges of attorneys who are employees of the Administrative Agent), incurred v) taking all actions required by the Administrative UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction; (s) not change its state of incorporation or organization, taxpayer identification number or Type of Organization; and (t) not change its legal name without providing the Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateralwith at least (30) days’ prior written notice. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable DebtorDebtors. Whenever a an Event of Default shall have occurred and be existingcontinuing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, subject to Section 10 hereof, the Administrative Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement. To the extent Debtors use any of the proceeds from the Loans to purchase Collateral, Debtors’ repayment of the Loans shall apply on a “first-in-first-out” basis so that the portion of the Loans used to purchase a particular item of Collateral shall be paid in the chronological order the Debtors purchased the Collateral.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Administrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; Liabilities (and each Debtor hereby authorizes the Administrative Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction), (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given than in the Administrative Agent not less than 10 days' prior written noticeUnited States, (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable give the Administrative Agent prompt notice (in any event within 30 days) of any change its state of organization or incorporation or its designees name, identity or corporate structure to determine at the extent that any time financing statement filed to perfect the status Administrative Agent’s interests under this Agreement would become seriously misleading as a result of such change (provided that this Section 6(c) shall not be deemed to authorize any change or transaction prohibited under the Non-Tangible Collateral; Credit Agreement), (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; , (e) will will, subject to the terms of the Credit Agreement, permit the Administrative Agent and its designees, from time to time, on reasonable prior notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a an Event of Default) to inspect such Debtor's ’s Inventory and other Goods, and to inspect, audit examine and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of a an Event of Default, deliver to the Administrative Agent all of such records and papers; , (f) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; , (g) except for as permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted Liens; Liens and liens and security interests in favor of the Administrative Agent, (h) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a an Event of Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine), ) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; , (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; , ordinary wear and tear excepted, (j) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; , (k) will promptly pay when due all license fees, registration fees, taxes, assessments prior to delinquency material taxes and other governmental charges which may be levied upon against it or assessed against the ownership, operation, possession, maintenance or use any of its Equipment property, as well as claims of any kind which, if unpaid, might become a Lien on any of its property, other than Liens permitted by Section 10.8 of the Credit Agreement; provided that, the foregoing shall not require the Parent or any Subsidiary to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and other Goods; shall set aside on its books adequate reserves with respect thereto in accordance with GAAP, (l) will, upon reasonable request of the Administrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees, (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; , (mn) except as listed on Schedule V, will keep all of the tangible Collateral in the United States; States (other than Collateral in transit from a supplier or vendor to a location in the United States or Collateral in transit to a customer) and (no) will reimburse the Administrative Agent for all expenseswill, including reasonable attorney's fees and charges promptly upon any Responsible Officer of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (including time charges of attorneys who are employees as defined in Section 9-102 of the Administrative Agent)UCC) in excess of $2,500,000, incurred by immediately notify the Administrative Agent in seeking a writing signed by such Debtor of the details thereof and grant to collect the Administrative Agent in such writing a security interest therein and in the proceeds thereof, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. Each Debtor hereby authorizes the filing of any financing statement, continuation statement, and amendment to financing statement in any jurisdiction and with any filing office as the Administrative Agent may determine, in its sole discretion, is necessary or enforce any rights advisable to perfect the security interest granted to the Administrative Agent hereunder or in respect of such Debtor's Collateralconnection herewith. Any expenses such financing statement or amendment may describe the Collateral in the same manner as described in any security agreement or pledge agreement entered into by the parties in connection herewith, or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of its security interest in the Collateral, including describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any Costs and Expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a an Event of Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all costs Costs and expenses Expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6, except to the extent any of the foregoing result from the gross negligence, bad faith or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement. This Agreement may be enforced only by the action of the Administrative Agent and no other Lender Party shall have any right individually to enforce or seek to enforce this Agreement. This Agreement may not be enforced against any director, officer, employee, or stockholder of the undersigned.

Agreements of the Debtors. (a) Each Debtor (ai) will, upon request of the Administrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative Agent may from time to time reasonably request, to establish and maintain a valid and perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities, to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Debtor and to provide evidence that the Administrative Agent may deem reasonably necessary that all such action has been taken; (bii) hereby authorizes the Administrative Agent to file financing statements describing the collateral as “all property” or words of similar import, and to file other documents without its signature (to the extent allowed by applicable laws); (iii) shall not change its state of organization or its name, identity or organizational structure such that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading, unless such Debtor shall have given the Administrative Agent not less than 30 days’ prior written notice of such change (provided that this Section 7(a)(iii) shall not be deemed to authorize any change or transaction prohibited under the Amended and Restated Credit Agreement); (iv) will keep all its Inventory Collateral (other than Non-Tangible Collateral) at, and will not maintain any place of business or locate any such Collateral at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Administrative Agent not less than 10 30 days' ’ prior written notice, ; (cv) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (dvi) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (evii) will permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods’s Collateral, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of a Default, deliver to the Administrative Agent all of such records and papers; (fviii) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (gix) except for as permitted by the sale or lease of Inventory in the ordinary course of its business Amended and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentRestated Credit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Administrative Agent; (hx) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Inventory Collateral insured as provided in the Amended and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situatedRestated Credit Agreement, and cause all such policies covering such Collateral to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (ixi) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted and in producing such Inventory, shall comply with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act; (jxii) will take such actions as are reasonably necessary to keep its Equipment and other Goods used by such Debtor in its business in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kxiii) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance maintenance, transfer or use of its Equipment Collateral (except tax contests permitted by the Amended and other GoodsRestated Credit Agreement); (lxiv) will, upon written request of the Administrative Agent, (lA) cause to be noted on the applicable certificate, in the event any of its Collateral is covered by a certificate of title, the security interest of the Administrative Agent in the Collateral covered thereby, and (B) deliver all such certificates to the Administrative Agent or its designees; (xv) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mxvi) except as listed on Schedule V, will keep all of the tangible Collateral Collateral, Deposit Accounts and Investment Property at the places specified in Section 3, or upon 30 days’ prior written notice to the Administrative Agent, at such other places designated in such notice, provided that any such specified place shall be within the United States; and (nxvii) will reimburse the Administrative Agent for all expenses, including reasonable attorney's attorneys’ fees and charges (including time charges of attorneys who are employees of the Administrative Agent)legal expenses, incurred by the Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's ’s Collateral. Any expenses incurred in protecting, preserving or maintaining any ; and (xviii) will cause each insurance policy maintained by such Debtor with respect to the Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, to (i) name such Debtor and the Administrative Agent as insured parties thereunder (without any representation or warranty by or obligation upon the Administrative Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall have the right be payable to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do notwithstanding any and all lawful acts and execute any and all proper documents required action, inaction or breach of representation or warranty by the Administrative Agent in aid of such enforcement and such Debtor Debtor, (iii) provide that there shall promptly, upon demand, reimburse and indemnify be no recourse against the Administrative Agent for all costs payment of premiums or other amounts with respect thereto and expenses incurred by (iv) provide that at least 10 days’ prior written notice of cancellation or of lapse shall be given to the Administrative Agent in by the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Administrative Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreementinsurer.

Agreements of the Debtors. Each Debtor Debtor: (a) will, upon request of the Administrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liensLiens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Administrative Agent not less than 10 30 days' prior written notice, provided that no such notice shall be required for Inventory which is (i) located in any jurisdiction in which the Administrative Agent has filed a valid and effective financing statement covering such Inventory, and (ii) stored at another address under a temporary arrangement in the ordinary course of business; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (e) will permit provide or cause to be provided the Administrative Agent representatives and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request independent contractors of the Administrative Agent during or any Lender the existence inspection rights and other rights and benefits set forth in Section 7.10 of a Default, deliver to the Administrative Agent all of such records and papersCredit Agreement; (f) will, upon the reasonable request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced as permitted by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of Section 7.3 8.2 of the Credit Agreement, will at all times keep all not, and will not permit any of its Inventory and other Goods insured under policies maintained Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of any Collateral or except as permitted by Section 8.1 of the Credit Agreement, create, incur, assume or suffer to exist any Lien upon or with reputable, financially sound respect to any part of the Collateral; (h) will obtain or cause to be obtained the type of insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situatedset forth in Section 7.6 of the Credit Agreement, and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood and the Company such that (A1) so long as no Default losses less than or equal to Five Million Dollars ($5,000,000) per occurrence shall be existingpayable to the Company only, and (2) losses in excess of Five Million Dollars ($5,000,000) per occurrence shall be payable to the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine)Agent, and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (i) will take amend and maintain each liability insurance policy insuring such actions as are reasonably necessary to keep Debtor, its Inventory in good repair and conditionor other goods so that each such insurance policy names the Administrative Agent as an additional insured; (j) will take such actions maintain and preserve its property in the same manner as are reasonably necessary to keep its Equipment set forth in good repair and condition and in good working order, ordinary wear and tear exceptedSection 7.5 of the Credit Agreement; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable) other than any such items being contested by appropriate proceedings if such Debtor maintains adequate reserves therefor in conformity with GAAP; (l) will, upon reasonable request of the Administrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby, and (ii) deliver all such certificates covering the Equipment to the Administrative Agent or its designees; (m) (i) at any time that the Company, the Parent, any Subsidiary or any Affiliate of the Company receives any Certificated Security, intercompany note, other note, Instrument or Chattel Paper with a face amount or fair market value in excess of $250,000, will promptly notify the Administrative Agent of such receipt, and (ii) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral, including, without limitation, delivery of all Chattel Paper and Instruments to the Administrative Agent upon request by the Administrative Agent therefor; (mn) except as listed on Schedule Vduring the term hereof, will keep all upon becoming aware of any change in the identity of any of the tangible Collateral parties to the Intercreditor Agreement, such Debtor shall promptly, but in no event later than fifteen (15) days thereafter, provide or cause to be provided, notice of the United Statessame to the Administrative Agent and, upon reasonable request of the Administrative Agent, promptly but in no event later than fifteen (15) days after such reasonable request, provide or cause to be provided to the Administrative Agent an updated list of the Persons then party to the Intercreditor Agreement; and (no) will reimburse the Administrative Agent for all reasonable, documented and out-of-pocket expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Administrative Agent)without limitation Attorney Costs, incurred by the Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Each Debtor covenants and agrees that it shall not create or permit to exist any Lien (including license rights) upon the Primary Intellectual Property Collateral except the security interest granted hereunder and except those Liens referenced in Section 3(xxi)(d) and (e) hereof. Each Debtor covenants and agrees that it shall not enter into or permit to exist any license agreements other than those in effect on the Closing Date and other than future license agreements which do not provide for the licensing of any rights or interests in the Primary Intellectual Property Collateral and which do not result in any party (other than those referenced in Section 3(xxi)(d) and (e) hereof) holding an Eligible Senior Claim (as defined in the Intercreditor Agreement) secured by a Permitted Senior Security Interest in the Primary Intellectual Property Collateral with a Value Share (as defined in the Intercreditor Agreement) greater than zero (as determined and calculated under the Intercreditor Agreement). Without limiting clause (a) of the immediately preceding paragraph, each Debtor shall, contemporaneously herewith, execute and deliver to the Administrative Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibits A, B and C hereto. Any loss benefits ("Benefits") under any insurance policy maintained by a Debtor shall be held as additional Collateral hereunder. So long as no Default shall have occurred and be continuing, and with respect to such Benefits payable to the Administrative Agent pursuant to Section 6(h) hereof, the Administrative Agent shall, upon the Company's instruction and net of collection expenses, if any, (i) release to the Company the amount of such Benefits to the extent that the Company has submitted a written request to use such Benefits for the financing of the replacement, substitution or restoration of the assets sustaining the casualty loss giving rise to such Benefits, and (ii) apply in all other circumstances any Benefits not used as described in clause (i) toward the payment of the Liabilities as provided in Section 2.8 of the Credit Agreement and/or toward reduction of the Commitments as provided in Section 2.6 of the Credit Agreement. Whenever a Default shall have occurred and be continuing, all of the Benefits payable to the Administrative Agent in accordance with Section 6(h) hereof shall be applied by the Administrative Agent toward the payment of the Liabilities in such order or form as the Administrative Agent shall determine, subject to the Credit Agreement (including, without limitation, Section 10.11(d) thereof). Any reasonable expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall have occurred and be existingcontinuing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or the licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents reasonably required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all reasonable, documented and out-of-pocket costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing; provided, however, that the Administrative Agent shall have n6 obligation to bring, and will suffer no obligation or liability regarding the Collateral or for any thereof by reason offailure to bring, or arising out of, this Agreementany such suits.

Agreements of the Debtors. Each Debtor (a) willhereby authorizes the Agent to file (with or without the signature of such Debtor), and will upon request of the Administrative AgentAgent execute, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)things, all as the Administrative Agent may from time to time reasonably deem necessary or request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Automobile Inventory at, will not change its state of incorporation / organization and will not maintain any place of business at any location other than, its state of incorporation / organization and address(es) shown on Schedules I and II hereto or in such other jurisdiction or at such other addresses of which such Debtor shall have given the Administrative Agent not less than 10 thirty (30) days' prior written notice, ; (c) will not change its type of organization from that listed on the financing statements filed on behalf of the Agent or be the subject of any merger or other corporate reorganization unless the applicable Debtor shall have given the Agent not less than thirty (30) days' prior written notice; (d) will keep its records concerning the Non-Tangible Collateral Subject Receivables in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible CollateralSubject Receivables; (de) will furnish the Administrative Agent such information concerning such Debtor, Debtor and the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (ef) will permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other GoodsAutomobile Inventory, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of a Default, deliver to the Administrative Agent all of such records and papersCollateral; (fg) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (gh) except for the sale or lease of Automobile Inventory in the ordinary course of its business and sales for dispositions permitted by Section 9.10 of Equipment which is no longer useful in its business or which is being replaced by similar Equipmentthe Credit Agreement, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (hi) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Automobile Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained required by companies similarly situated, Section 9.3 of the Credit Agreement and cause all such policies covering the Collateral to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment Automobile Inventory in good repair and condition and in good working order, ordinary wear and tear exceptedcondition; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Administrative Agent, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (ml) except as listed on Schedule V, will keep all of the tangible Collateral Automobile Inventory in the United States; and (m) will not change its name without providing thirty (30) days' prior written notice to the Agent; (n) will reimburse the Administrative Agent for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees if such Debtor has any Commercial Tort Claim against any Manufacturer arising out of the Administrative purchase by such Debtor of Automobile Inventory from such Manufacturer, and the amount of such Commercial Tort Claim exceeds $500,000, such Debtor shall provide to the Agent a detailed description of such Commercial Tort Claim and this Agreement shall be amended to include a specific reference (sufficient under Section 9-108 of the UCC) to such Commercial Tort Claim; and (o) acknowledges and agrees that it is not authorized to file any financing statement in favor of the Agent without the prior written consent of the Agent and that it will not do so without the prior written consent of the Agent), incurred by the Administrative Agent in seeking subject to collect or enforce any rights in respect of such Debtor's Collateralrights under Section 9-509(d)(2) of the UCC. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such each Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Administrative Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement, except to the extent caused by the gross negligence or wilful misconduct of the Agent.

Agreements of the Debtors. Each Debtor (a) willat the Agent's request, upon request of the Administrative Agentat any time and from time to time, execute and deliver to the Agent such financing statements statements, amendments and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts as the Agent deems necessary in order to establish and things maintain valid, attached and perfected first security interests in the Collateral in favor of the Lender Parties (including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative Agent may from time to time reasonably request, to establish free and maintain a valid security interest in the Collateral (free clear of all other liens, Liens and claims and rights of third parties whatsoever, other than whatsoever except Permitted Liens. Each Debtor hereby irrevocably authorizes the Agent at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) to secure indicate the payment Collateral (x) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Liabilities; UCC of the jurisdiction wherein such financing statement or amendment is filed, or (y) as being of an equal or lesser scope or within greater detail, and (ii) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether such Debtor is an organization, the Type of Organization the Organization ID Number issued to such Debtor and (y) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, such Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto, filed by the Agent in any jurisdiction prior to the date of this Agreement, (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules Schedule I and II hereto or at such other addresses of which such Debtor shall have given the Administrative Agent not less than 10 30 days' prior written notice, (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (e) will permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of a Default, deliver to the Administrative Agent all of such records and papers; (f) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of Section 7.3 10.3 of the Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (i) will take such actions as are reasonably necessary to keep its Inventory Goods in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Administrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) except as listed on Schedule VVI, will keep all of the tangible Collateral in the United States; and (no) promptly notify the Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon the request of the Agent, will reimburse promptly execute such other documents, and do such other acts or things deemed appropriate by the Administrative Agent to deliver to the Agent control with respect to such Collateral; (p) promptly notify the Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments and, upon the request of the Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by the Agent to deliver to the Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Agent; (q) with respect to Collateral in the possession of a third party, other than Certificated Securities and Goods covered by a Document, obtain an acknowledgment from the third party that it is holding the Collateral for benefit of the Agent; (r) promptly notify the Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim where the amount in controversy is greater than $1,000,000.00 after the date hereof against any third party, and, upon the request of the Agent, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Agent to give the Agent a security interest in such Commercial Tort Claim (s) further agrees to take other action reasonably requested by the Agent to insure the attachment, perfection and first priority of, and the ability of the Agent to enforce, the security interests in any and all expensesof the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor's signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the security interests in such Collateral, (iii) obtaining governmental and other third party consents and approvals, including reasonable attorney's fees without limitation any consent of any licensor, lessor or other Person Obligated on Collateral, (iv) obtaining waivers from mortgagees and charges landlords in form and substance satisfactory to the Agent, and (including time charges of attorneys who are employees of the Administrative Agent), incurred v) taking all actions required by the Administrative UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, (T) not change its state of incorporation or organization or Type of Organization; and (u) not change its legal name without providing the Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateralwith at least 30 days' prior written notice. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable DebtorDebtors. Whenever Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Administrative Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement. To the extent Debtor uses any of the proceeds from the Loans to purchase Collateral, Debtor's repayment of the Loans shall apply on a "first-in-first-out" basis so that the portion of the Loans used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

Agreements of the Debtors. Each [Each][The] Debtor (a) will, upon request of the Administrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and [each][the] Debtor hereby authorizes the Administrative Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction); (b) will keep all its Inventory atInventory, and will not maintain any place of business at any location other than, in the United States; (c) will not change its address(es) shown on Schedules I and II hereto state of organization or at incorporation or its name, identity or corporate structure such other addresses of which such that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading, unless [such][the] Debtor shall have given the Administrative Agent not less than 10 30 days' ’ prior written notice, notice of such change (cprovided that this Section 6(c) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement); (d) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (de) will furnish the Administrative Agent such information concerning such [such][the] Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (ef) will will, subject to the terms of the Credit Agreement, permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such [such][the] Debtor's ’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such [such][the] Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of a Default, deliver to the Administrative Agent all of such records and papers; (fg) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (gh) except for as permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Administrative Agent; (hi) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such [such][the] Debtor and (B) whenever a Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine), ) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (ij) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (jk) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kl) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); provided that [such][the] Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by [such][the] Debtor in good faith by appropriate proceedings, so long as forfeiture of any substantial part of its Equipment or other Goods will not result from the failure of [such][the] Debtor to pay any such fee, tax, assessment or other charge during the period of such contest; (lm) will, upon reasonable request of the Administrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees; (n) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mo) except as listed on Schedule V, will keep all of the tangible Collateral in the continental United States; (p) except to the extent held with a Lender, will keep all Deposit Accounts and Investment Property in an aggregate amount in excess of $500,000 in the continental United States; and (nq) will reimburse the Administrative Agent for all expenseswill, including reasonable attorney's fees and charges promptly upon any Responsible Officer of [such][the] Debtor obtaining knowledge that [such][the] Debtor has acquired a commercial tort claim (including time charges of attorneys who are employees as defined in Section 9-102 of the Administrative Agent)UCC) in excess of $50,000, incurred by immediately notify the Administrative Agent in seeking a writing signed by [such][the] Debtor of the details thereof and grant to collect the Administrative Agent in such writing a security interest therein and in the proceeds thereof, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. [Each][The] Debtor hereby authorizes the filing of any financing statement, continuation statement, and amendment to financing statement in any jurisdiction and with any filing office as the Administrative Agent may determine, in its sole discretion, is necessary or enforce advisable to perfect the security interest granted to the Administrative Agent hereunder or in connection herewith. Any such financing statement or amendment may describe the Collateral in the same manner as described in any rights security agreement or pledge agreement entered into by the parties in respect connection herewith, or may contain an indication or description of collateral that describes such Debtor's property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of its security interest in the Collateral, including describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable [applicable] Debtor. Whenever a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable [applicable] Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such [such][the] Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6, except to the extent any of the foregoing result from the gross negligence, bad faith or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Administrative Agentfrom time to time, execute (as applicable) such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, including delivery to the Administrative Agent of any Instruments or Certificated Securities which that constitute Collateral), all as the Administrative Agent may from time to time reasonably request, request to establish and maintain a valid and perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, Liens other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all not change its Inventory atstate of organization or incorporation or its name, and will not maintain identity or corporate structure such that any place of business at any location other thanfinancing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading, its address(es) shown on Schedules I and II hereto or at such other addresses of which unless such Debtor shall have given the Administrative Agent not less than 10 30 days' ’ prior written notice, notice of such change (provided that this Section 6(b) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement); (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the such Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (e) will permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of a Default, deliver to the Administrative Agent all of such records and papers; (f) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Administrative Agent, of indicating the security interest of the Administrative Agent hereunder; (gf) except for Permitted Liens and as otherwise permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien on or security interest in any Collateral other than Permitted LiensCollateral; (hg) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound responsible insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained required by companies similarly situatedthe Credit Agreement, and cause all such policies to provide that loss thereunder shall be payable to name the Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, lender’s loss payee in accordance with the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, terms set forth in the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine)Credit Agreement, and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative AgentAgent in accordance with the terms of the Credit Agreement; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (lh) will, upon request of the Administrative Agent, (l1) cause to be noted, on the applicable certificate for any of its Equipment that is covered by a certificate of title, the security interest of the Administrative Agent in such Equipment and (2) deliver all such certificates to the Administrative Agent or its designees; (i) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mj) except as listed will not keep any of its property or maintain any place of business at any location other than its addresses shown on Schedule VII or such other locations as may be specified by such Debtor upon not less than 15 days’ prior written notice to the Administrative Agent, provided that if requested by the Administrative Agent with respect to such property, the Administrative Agent (1) has a mortgage lien on such property (if such property is owned by a Debtor) or (2) has received a landlord waiver reasonably satisfactory to the Administrative Agent with respect to such property (if such property is leased by a Debtor); (k) will keep all not maintain any place of the tangible Collateral business at any location other than in the United States; and (nl) will reimburse the Administrative Agent for all expenseswill, including reasonable attorney's fees and charges (including time charges promptly upon any Responsible Officer of attorneys who are employees of the Administrative Agent)such Debtor obtaining knowledge that such Debtor has acquired a Commercial Tort Claim, incurred by notify the Administrative Agent in seeking a writing signed by such Debtor of the details thereof and grant to collect or enforce any rights the Administrative Agent in respect such writing a security interest therein and in the proceeds thereof, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. Each Debtor hereby authorizes the Administrative Agent to file (without the signature of such Debtor's Collateral) any financing statement, continuation statement or amendment to financing statement in any jurisdiction and with any filing office as the Administrative Agent may determine, in its sole reasonable discretion, is necessary or advisable to perfect the security interests granted to the Administrative Agent hereunder. Any such financing statement or amendment may describe the Collateral in the same manner as described in this Agreement or any other agreement entered into by the parties in connection herewith, or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole reasonable discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral, including describing such property as “all assets” or “all personal property”, whether now owned or hereafter acquired. All reasonable expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existingexists, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement enforcement, and such Debtor shall (subject only to any limitation set forth in any Guaranty issued by any Debtor) promptly, upon demand, reimburse and indemnify the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent (i) in the exercise of its rights under this Section 66 or any other right or remedy granted to it hereunder, (ii) in respect of any claim and the prosecution or defense thereof arising our of or in any way connected with this Agreement, and (iii) in respect of the collection or enforcement of the Liabilities, except to the extent any of the foregoing are found by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent. Notwithstanding the foregoingforegoing or any other provision of this Agreement, the Administrative Agent shall have no does not assume any obligation of any Debtor under any contract or liability regarding other document included in the Collateral or any thereof by reason of, or arising out of, this AgreementAgreement or any security interest granted hereunder.

Agreements of the Debtors. Each [Each][The] Debtor (a) will, upon request of the Administrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and [each][the] Debtor hereby authorizes the Administrative Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction); (b) will keep all its Inventory atInventory, and will not maintain any place of business at any location other than, its address(esin the United States; (c) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given will give the Administrative Agent prompt notice (in any event within 30 days) of any change its state of organization or incorporation or its name, identity or corporate structure to the extent that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading as a result of such change (provided that this Section 6(c) shall not less than 10 days' prior written notice, be deemed to authorize any change or transaction prohibited under the Credit Agreement); (cd) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (de) will furnish the Administrative Agent such information concerning such [such][the] Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (ef) will will, subject to the terms of the Credit Agreement, permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a an Event of Default) to inspect such [such][the] Debtor's ’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such [such][the] Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of a an Event of Default, deliver to the Administrative Agent all of such records and papers; (fg) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (gh) except for as permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Administrative Agent; (hi) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Event of Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such [such][the] Debtor and (B) whenever a an Event of Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine), ) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (ij) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (jk) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kl) will promptly pay when due all license fees, registration fees, taxes, assessments prior to delinquency material taxes and other governmental charges which may be levied upon against it or assessed against the ownership, operation, possession, maintenance or use any of its Equipment property, as well as claims of any kind which, if unpaid, might become a Lien on any of its property, other than Liens permitted by Section 10.8 of the Credit Agreement; provided that the foregoing shall not require the Parent or any Subsidiary to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and other Goodsshall set aside on its books adequate reserves with respect thereto in accordance with GAAP; (lm) will, upon reasonable request of the Administrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees; (n) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mo) except as listed on Schedule V, will keep all of the tangible Collateral in the continental United States; and (np) will reimburse the Administrative Agent for all expenseswill, including reasonable attorney's fees and charges promptly upon any Responsible Officer of [such][the] Debtor obtaining knowledge that [such][the] Debtor has acquired a commercial tort claim (including time charges of attorneys who are employees as defined in Section 9-102 of the Administrative Agent)UCC) in excess of $500,000, incurred by immediately notify the Administrative Agent in seeking a writing signed by [such][the] Debtor of the details thereof and grant to collect the Administrative Agent in such writing a security interest therein and in the proceeds thereof, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. [Each][The] Debtor hereby authorizes the filing of any financing statement, continuation statement, and amendment to financing statement in any jurisdiction and with any filing office as the Administrative Agent may determine, in its sole discretion, is necessary or enforce advisable to perfect the security interest granted to the Administrative Agent hereunder or in connection herewith. Any such financing statement or amendment may describe the Collateral in the same manner as described in any rights security agreement or pledge agreement entered into by the parties in respect connection herewith, or may contain an indication or description of collateral that describes such Debtor's property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of its security interest in the Collateral, including describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable [applicable] Debtor. Whenever a an Event of Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable [applicable] Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such [such][the] Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6, except to the extent any of the foregoing result from the gross negligence, bad faith or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement. This Agreement may be enforced only by the action of the Administrative Agent and no other Lender Party shall have any right individually to enforce or seek to enforce this Agreement. This Agreement may not be enforced against any director, officer, employee, or stockholder of the undersigned.

Agreements of the Debtors. Each [Each][The] Debtor (a) will, upon request of the Administrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate necessary by the Administrative Agent) and do such other acts and things (including, including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesSecured Obligations (and [each][the] Debtor hereby authorizes the Administrative Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction); (b) will keep all not change its Inventory atstate of organization or incorporation or its name, and will not maintain identity or corporate structure such that any place of business at any location other thanfinancing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading, its address(es) shown on Schedules I and II hereto or at such other addresses of which such unless [such][the] Debtor shall have given the Administrative Agent not less than 10 30 days' ’ prior written notice, notice of such change (provided that this Section 6(c) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement); (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such [such][the] Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (e) will will, subject to the terms of the Credit Agreement, permit the Administrative Agent and its designees, from time to timetime (but not more often than once per year at [the Borrower’s or] [any][the] Debtor’s expense, other than during the existence of a Default), on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such [such][the] Debtor's ’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such [such][the] Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of a Default, deliver to the Administrative Agent all of such records and papers; (f) will, upon request of except as permitted by the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Administrative Agent; (hg) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained in accordance with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to Section 6.07 of the Administrative Agent as its interest may appear Credit Agreement (it being understood that (A) so long as no Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such [such][the] Debtor and (B) whenever a Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the LiabilitiesSecured Obligations, whether or not due, in such order of application as the Administrative Agent may determine), ) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (ih) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (ji) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete, worn out or excess Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kj) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); provided that [such][the] Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by [such][the] Debtor in good faith by appropriate proceedings, so long as forfeiture of any substantial part of its Equipment or other Goods will not result from the failure of [such][the] Debtor to pay any such fee, tax, assessment or other charge during the period of such contest; (l) will, upon request of the Administrative Agent, (lk) will take all steps reasonably necessary (except to the extent determined by [such][the] Debtor in good faith to be inconsistent with sound business practice) to protect, preserve and maintain all of its material rights in the Collateral; and (ml) except will, promptly upon any Responsible Officer of [such][the] Debtor obtaining knowledge that [such][the] Debtor has acquired a commercial tort claim (as listed on Schedule V, will keep all defined in Section 9-102 of the tangible Collateral UCC) that is reasonably likely to result in the United States; and (n) will reimburse the Administrative Agent for all expensesrecovery by [such][the] Debtor of damages in excess of $100,000, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Administrative Agent), incurred by notify the Administrative Agent in seeking a writing signed by [such][the] Debtor of the details thereof and grant to collect the Administrative Agent in such writing a security interest therein and in the proceeds thereof, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. [Each][The] Debtor hereby authorizes the filing of any financing statement, continuation statement, and amendment to financing statement in any jurisdiction and with any filing office as the Administrative Agent may determine, in its sole discretion, is necessary or enforce advisable to perfect the security interest granted to the Administrative Agent hereunder or in connection herewith. Any such financing statement or amendment may describe the Collateral in the same manner as described in any rights security agreement or pledge agreement entered into by the parties in respect connection herewith, or may contain an indication or description of collateral that describes such Debtor's property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of its security interest in the Collateral, including describing such property as “all assets (or all personal property), whether now owned or hereafter acquired” or words of similar meaning. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable [applicable] Debtor. Whenever a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable [applicable] Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents reasonably required by the Administrative Agent in aid of such enforcement and such [such][the] Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6, except to the extent any of the foregoing result from the gross negligence, bad faith breach or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, except to the extent required under applicable Law, the Administrative Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of the Administrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the LiabilitiesLiabilities (and each Debtor hereby authorizes the Administrative Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction); (b) will keep all its Inventory atInventory, and will not maintain any place of business at any location other than, in the United States; (c) will not change its address(es) shown on Schedules I and II hereto state of organization or at incorporation or its name, identity or corporate structure such other addresses of which that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading, unless such Debtor shall have given the Administrative Agent not less than 10 30 days' ’ prior written notice, notice of such change (cprovided that this Section 6(c) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement); (d) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (de) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (ef) will will, subject to the terms of the Credit Agreement, permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's ’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of a Default, deliver to the Administrative Agent all of such records and papers; (fg) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, Collateral and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (gh) except for as permitted by the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or permit to exist any Lien lien on or security interest in any Collateral other than Permitted LiensLiens and liens and security interests in favor of the Administrative Agent; (hi) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine), ) and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (ij) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition, ordinary wear and tear excepted; (jk) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete Equipment) in good repair and condition and in good working or running order, ordinary wear and tear excepted; (kl) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable); provided, however, that such Debtor shall not be required to pay any such fee, tax, assessment or other charge if the validity thereof is being contested by such Debtor in good faith by appropriate proceedings, so long as forfeiture of any substantial part of its Equipment or other Goods will not result from the failure of such Debtor to pay any such fee, tax, assessment or other charge during the period of such contest; (lm) will, upon reasonable request of the Administrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby and (ii) deliver all such certificates to the Administrative Agent or its designees; (n) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mo) except as listed on Schedule V, will keep all of the tangible Collateral Collateral, Deposit Accounts and Investment Property in the continental United States; and (np) will reimburse the Administrative Agent for all expenseswill, including reasonable attorney's fees and charges promptly upon any Responsible Officer of such Debtor obtaining knowledge that such Debtor has acquired a commercial tort claim (including time charges of attorneys who are employees as defined in Section 9-102 of the Administrative Agent)UCC) in excess of $50,000, incurred by immediately notify the Administrative Agent in seeking a writing signed by such Debtor of the details thereof and grant to collect the Administrative Agent in such writing a security interest therein and in the proceeds thereof, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. Each Debtor hereby authorizes the filing of any financing statement, continuation statement, and amendment to financing statement in any jurisdiction and with any filing office as the Administrative Agent may determine, in its sole discretion, are necessary or enforce advisable to perfect the security interest granted to the Administrative Agent hereunder or in connection herewith. Any such financing statement or amendment may describe the Collateral in the same manner as described in any rights security agreement or pledge agreement entered into by the parties in respect connection herewith, or may contain an indication or description of collateral that describes such Debtor's Collateralproperty in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Administrative Agent hereunder or in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property”, whether now owned or hereafter acquired. Any expenses incurred in protecting, preserving or and maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6, except to the extent any of the foregoing result from the gross negligence or willful misconduct of the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall have no obligation obligations or liability liabilities regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) will, upon request of at the Administrative Agent's request, at any time and from time to time, shall execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, delivery deliver to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)such financing statements, all amendments and other documents and do such acts as the Administrative Agent may from time to time reasonably request, deems necessary in order to establish and maintain a valid valid, attached and perfected first security interest interests in the Collateral (in favor of the Lenders, free and clear of all other liens, Liens and claims and rights of third parties whatsoeverwhatsoever except Permitted Liens and each Debtor hereby irrevocably authorizes the Administrative Agent at any time, other than Permitted Liensand from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) to secure indicate the payment Collateral (y) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the LiabilitiesUCC of the jurisdiction wherein such financing statement or amendment is filed, or (z) as being of an equal or lesser scope or within greater detail, and (ii) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (y) whether such Debtor is an organization, the Type of Organization, the Organization ID Number issued to such Debtor and (z) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, such Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto, filed by the Administrative Agent in any jurisdiction prior to the date of this Agreement; (b) will keep all its Inventory at, and will not maintain any place of business other tangible Collateral at any location other than, (i) its address(es) shown on Schedules I and II hereto or at hereto, (ii) such other addresses of which such Debtor shall have given the Administrative Agent not less than 10 days' prior written notice, (iii) the premises of its customers in the ordinary course of business, (iv) third party locations with respect to which an acknowledgement contemplated in Section 6(r) has been provided, and (v) any other third party location in the ordinary course of business provided that the Value of such Inventory and other tangible Collateral does not exceed $100,000 in the aggregate at such location or $500,000 in the aggregate for all such locations, and will not maintain any place of business at any location other than (x) its address(es) shown on Schedules I and II hereto, and (ii) such other addresses of which such Debtor shall have given the Administrative Agent not less than 10 days' prior written notice; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any reasonable time the status of the Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (e) will permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon reasonable request of the Administrative Agent during the existence of a Default, deliver to the Administrative Agent all of such records and papers; (f) will promptly and, in any event within five Business Days) notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral consisting of Chattel Paper and will, upon reasonable request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (g) except for the sale or lease of Inventory assets permitted by the Credit Agreement, and except for the licensing of such Debtor's Intellectual Property in the ordinary course of its such Debtor's business upon fair and sales reasonable terms which are fully disclosed in writing in advance to the Administrative Agent, and the abandonment of Equipment Intellectual Property which is no longer useful in its the business or which is being replaced by similar Equipmentotherwise not economically desirable, will not sell, lease, license or assign any Collateral or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained in accordance with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, Section 4.8 of the Credit Agreement and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as required by Section 1.5.3 of the Administrative Agent may determineCredit Agreement), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (i) will take such actions as are reasonably necessary to keep its Inventory Equipment and other Goods useful and necessary in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment business in good repair and condition and in good working order, ordinary wear and tear excepted; (kj) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods in accordance with the Credit Agreement; (k) will promptly (and, in any event, within five Business Days) notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof which is subject to certificate of title statutes; (l) will, will upon request of the Administrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Administrative Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) will promptly (and, in any event, within five Business Days) notify Administrative Agent in writing upon acquiring or otherwise obtaining any Intellectual Property after the date hereof which is the subject of a registration or application; (o) except as listed on Schedule VVI, will keep all of the tangible Collateral in the United States; (p) will promptly (and, in any event, within five Business Days) notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts (with respect to which Debtor is required to deliver a Deposit Account Control Agreement pursuant to the Credit Agreement), Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon the request of Administrative Agent, will promptly execute (and cause third parties to execute) such other documents, and do such other acts or things deemed appropriate by Administrative Agent to deliver to Administrative Agent Control with respect to such Collateral; (q) will promptly (and, in any event, within five Business Days) notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments in excess of $50,000, individually or in excess of $100,000 in the aggregate (other than instruments submitted for collection in the ordinary course of business) and, upon the request of Administrative Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Administrative Agent to deliver to Administrative Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Administrative Agent; (r) with respect to Collateral in the possession of a particular third party, will obtain an acknowledgment from such third party that it is holding the Collateral for the benefit of the Administrative Agent, other than (i) Collateral with customers of such Debtor in the ordinary course of business, (ii) tangible Collateral located with a bailee, warehouseman or other third party in the ordinary course of business and having an aggregate Value of $100,000 or less, provided, that the aggregate Value of all such tangible Collateral located with all such bailees, warehousemen or other third parties that have not executed an acknowledgement is less than $500,000, (iii) Certificated Securities, and (niv) Goods covered by a Document; (s) will promptly (and, in any event, within five Business Days) notify the Administrative Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim in excess of $25,000 individually or Commercial Tort Claims in excess of $50,000 in the aggregate after the date hereof against any third party, and, upon the request of Administrative Agent, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Administrative Agent to give Administrative Agent a security interest in such Commercial Tort Claim or Commercial Tort Claims, as applicable; (t) will not change its state of incorporation or organization or Type of Organization or principal place of business or chief executive office without giving the Administrative Agent thirty (30) days prior written notice thereof; (u) will not change its legal name without providing Administrative Agent with at least 30 days prior written notice; (v) will reimburse the Administrative Agent for all reasonable out-of-pocket expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Administrative Agent), incurred by the Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral; and (w) further agrees to take other action reasonably requested by the Administrative Agent to insure the attachment, perfection and first priority of (subject to Permitted Liens), and the ability of the Administrative Agent to enforce, the security interests in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor's signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of (subject to Permitted Liens), or ability of the Administrative Agent to enforce, the security interests in such Collateral, (iii) obtaining governmental and other third-party consents and approvals, including without limitation, any consent of any licensor, lessor or other Person obligated on Collateral, other than (a) with respect to Collateral located with a customer of such Debtor in the ordinary course of business and (b) with respect to tangible Collateral located with bailee, warehouseman or other third party in the ordinary course of business having an aggregate Value of $100,000 or less, provided, that the aggregate Value of all such tangible Collateral located with all such bailees, warehousemen and other third parties is less than or equal to $500,000, (iv) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent other than with respect to Borrower's leased premises set forth on Schedule II (other than the World Trade Center Chicago, 000 Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx), and (v) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Any reasonable out-of-pocket expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable DebtorDebtors. Whenever Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement enforcement, and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Administrative Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) willhereby authorizes the ------------------------- Agent to file (with or without the signature of such Debtor), and will upon request of the Administrative AgentAgent execute, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)things, all as the Administrative Agent may from time to time reasonably deem necessary or request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Automobile Inventory at, will not change its state of incorporation / organization and will not maintain any place of business at any location other than, its state of incorporation / organization and address(es) shown on Schedules I and II hereto or in such other jurisdiction or at such other ----------- -- addresses of which such Debtor shall have given the Administrative Agent not less than 10 thirty (30) days' prior written notice, ; (c) will not change its type of organization from that listed on the financing statements filed on behalf of the Agent or be the subject of any merger or other corporate reorganization unless the applicable Debtor shall have given the Agent not less than thirty (30) days' prior written notice; (d) will keep its records concerning the Non-Tangible Collateral Subject Receivables in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible CollateralSubject Receivables; (de) will furnish the Administrative Agent such information concerning such Debtor, Debtor and the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (ef) will permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other GoodsAutomobile Inventory, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of a Default, deliver to the Administrative Agent all of such records and papersCollateral; (fg) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (gh) except for the sale or lease of Automobile Inventory in the ordinary course of its business and sales for dispositions permitted by Section 9.10 of Equipment which is no longer useful in its business or which is being replaced by similar Equipmentthe Credit Agreement, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (hi) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Automobile Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained required by companies similarly situated, Section 9.3 of the Credit Agreement and cause all such policies covering the Collateral to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment Automobile Inventory in good repair and condition and in good working order, ordinary wear and tear exceptedcondition; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Administrative Agent, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (ml) except as listed on Schedule V, will keep all of the tangible Collateral Automobile Inventory in the United States; and (m) will not change its name without providing thirty (30) days' prior written notice to the Agent; (n) will reimburse the Administrative Agent for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees if such Debtor has any Commercial Tort Claim against any Manufacturer arising out of the Administrative purchase by such Debtor of Automobile Inventory from such Manufacturer, and the amount of such Commercial Tort Claim exceeds $500,000, such Debtor shall provide to the Agent a detailed description of such Commercial Tort Claim and this Agreement shall be amended to include a specific reference (sufficient under Section 9-108 of the UCC) to such Commercial Tort Claim; and (o) acknowledges and agrees that it is not authorized to file any financing statement in favor of the Agent without the prior written consent of the Agent and that it will not do so without the prior written consent of the Agent), incurred by the Administrative Agent in seeking subject to collect or enforce any rights in respect of such Debtor's Collateralrights under Section 9-509(d)(2) of the UCC. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such each Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Administrative Agent shall have no --------- obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement, except to the extent caused by the gross negligence or wilful misconduct of the Agent.

Agreements of the Debtors. Each Debtor Debtor: (a) will, upon request of the Administrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, without limitation, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Administrative Agent not less than 10 30 days' prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (e) will permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice after the occurrence and during the existence continuance of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent after the occurrence and during the existence continuance of a Default, deliver to the Administrative Agent all of such records and papers; (f) will, upon the reasonable request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (g) except for as permitted by Section 8.2 of the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar EquipmentCredit Agreement, will not sell, lease, assign or create or or, except as permitted by Section 8.1 of the Credit Agreement, permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of Section 7.3 7.6 of the Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Administrative Agent shall deliver any proceeds in an amount equal to 100% of such insurance which may be received by it to such Debtor and proceeds (Bor other similar recoveries) whenever a Default shall be existing, the Administrative Agent may apply net of any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine), collection expenses and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (i) will amend and maintain each liability insurance policy insuring such Debtor, its Inventory or other goods so that each such insurance policy names the Administrative Agent as an additional insured; (j) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (jk) will take such actions as are reasonably necessary to keep its Equipment (other than obsolete, worn out or surplus equipment) in good repair and condition and in good working order, ordinary wear and tear excepted; (kl) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods (as applicable) other than any such items being contested by appropriate proceedings if such Debtor maintains adequate reserves therefor; (lm) will, upon request of the Administrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Administrative Agent or its designees; (n) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) except as listed on Schedule V, will keep including, without limitation, delivery of all of Chattel Paper and Instruments to the tangible Collateral in Administrative Agent upon request by the United StatesAdministrative Agent therefor; and (no) will reimburse the Administrative Agent for all reasonable expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Administrative Agent)without limitation Attorney Costs, incurred by the Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Without limiting clause (a) of the immediately preceding paragraph, each Debtor shall, contemporaneously herewith, execute and deliver to the Administrative Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibits A, B and C hereto. Any loss benefits ("Benefits") under any insurance policy maintained by a Debtor shall be held as additional Collateral hereunder and: (A) so long as no Default shall have occurred and be continuing and any Loan is outstanding, the Administrative Agent, upon the Company's instruction, shall (i) release to the Company the amount of such Benefits to the extent that (x) such Benefits are less than $500,000 in any fiscal year of the Company or (y) the Company has submitted a written request to use such Benefits for the financing of the replacement, substitution or restoration of the assets sustaining the casualty loss giving rise to such Benefits and (ii) apply in all other circumstances any Benefits not released toward payment of the Liabilities as provided in Section 2.8 of the Credit Agreement and/or toward reduction of the Commitments as provided in Section 2.6 of the Credit Agreement; (B) so long as no Default shall have occurred and be continuing, and no Loan is outstanding, the Administrative Agent shall release such Benefits to the Company; and (C) whenever a Default shall have occurred and be continuing, the Administrative Agent shall apply the Benefits toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine. Any reasonable expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall have occurred and be existingcontinuing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents reasonably required by the Administrative Agent in aid of such enforcement and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Administrative Agent shall have no obligation or liability regarding the Collateral or any part thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) authorizes Administrative Agent to file all financing statements, and amendments thereto, deemed reasonably appropriate by Administrative Agent in connection with the perfection of a security interest in the Collateral (and will pay the cost of filing or recording the same in all public offices deemed reasonably necessary by Administrative Agent), and will, upon request of the Administrative Agent, execute such financing statements statements, and amendments thereto, and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)things, all as the Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory and other tangible Collateral at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Administrative Agent not less than 10 30 days' prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any reasonable time the status of the Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (e) will permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon reasonable request of the Administrative Agent during the existence of a Default, deliver to the Administrative Agent all of such records and papers; (f) will, upon reasonable request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (g) except for the sale or lease of Inventory assets permitted by the Credit Agreement, and except for the licensing of Debtor's Intellectual Property in the ordinary course of its Debtor's business upon fair and sales reasonable terms which are fully disclosed in writing in advance to the Administrative Agent, and the abandonment of Equipment Intellectual Property which is no longer useful in its the business or which is being replaced by similar Equipmentotherwise not economically desirable, will not sell, lease, license or assign any Collateral or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained in accordance with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, SECTION 4.8 of the Credit Agreement and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as set forth in SECTION 1.5.3 of the Administrative Agent may determineCredit Agreement), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (kj) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (k) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof which is subject to certificate of title statutes; (l) will, will upon request of the Administrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Administrative Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Intellectual Property after the date hereof which is the subject of a registration or application; (o) except as listed on Schedule VVI, will keep all of the tangible Collateral in the United States; (p) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights, Chattel Paper or Electronic Chattel Paper and, upon the request of Administrative Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Administrative Agent to deliver to Administrative Agent control with respect to such Collateral; (q) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments in excess of $50,000, individually or in excess of $100,000 in the aggregate (other than instruments submitted for collection in the ordinary course of business) and, upon the request of Administrative Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Administrative Agent to deliver to Administrative Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Administrative Agent; (r) with respect to Collateral with a value in excess of $25,000 in the possession of a particular third party, other than Certificated Securities and Goods covered by a Document, will obtain an acknowledgment from such third party that it is holding the Collateral for the benefit of the Administrative Agent; (s) will promptly notify the Administrative Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim in excess of $25,000 individually or Commercial Tort Claims in excess of $50,000 in the aggregate after the date hereof against any third party, and, upon the request of Administrative Agent, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Administrative Agent to give Administrative Agent a security interest in such Commercial Tort Claim or Commercial Tort Claims, as applicable; (t) will not change its state of incorporation or organization or Type of Organization or principal place of business or chief executive office; (u) will not change its legal name without providing Administrative Agent with at least 30 days' prior written notice; and (nv) will reimburse the Administrative Agent for all reasonable out-of-pocket expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Administrative Agent), incurred by the Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any reasonable out-of-pocket expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement enforcement, and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section SECTION 6. Notwithstanding the foregoing, the Administrative Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.

Agreements of the Debtors. Each Debtor (a) willhereby authorizes the Agent to file (with or without the signature of such Debtor), and will upon request of the Administrative AgentAgent execute, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)things, all as the Administrative Agent may from time to time reasonably deem necessary or request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Automobile Inventory at, will not change its state of incorporation/organization and will not maintain any place of business at any location other than, its state of incorporation/organization and address(es) shown on Schedules I and II hereto or in such other jurisdiction or at such other addresses of which such Debtor shall have given the Administrative Agent not less than 10 thirty (30) days' ’ prior written notice, ; (c) will not change its type of organization from that listed on the financing statements filed on behalf of the Agent or be the subject of any merger or other corporate reorganization unless the applicable Debtor shall have given the Agent not less than thirty (30) days’ prior written notice; (d) will keep its records concerning the Non-Tangible Collateral Subject Receivables in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Non-Tangible CollateralSubject Receivables; (de) will furnish the Administrative Agent such information concerning such Debtor, Debtor and the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (ef) will permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods’s Automobile Inventory, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of a Default, deliver to the Administrative Agent all of such records and papersCollateral; (fg) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (gh) except for the sale or lease of Automobile Inventory in the ordinary course of its business and sales for dispositions permitted by Section 9.10 of Equipment which is no longer useful in its business or which is being replaced by similar Equipmentthe Credit Agreement, will not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens; (hi) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Automobile Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained required by companies similarly situated, Section 9.3 of the Credit Agreement and cause all such policies covering the Collateral to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as the Administrative Agent may determine), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment Automobile Inventory in good repair and condition and in good working order, ordinary wear and tear exceptedcondition; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (l) will, upon request of the Administrative Agent, (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (ml) except as listed on Schedule V, will keep all of the tangible Collateral Automobile Inventory in the United States; and (m) will not change its name without providing thirty (30) days’ prior written notice to the Agent; (n) will reimburse the Administrative Agent for all expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees if such Debtor has any Commercial Tort Claim against any Manufacturer arising out of the Administrative Agent)purchase by such Debtor of Automobile Inventory from such Manufacturer, incurred by and the Administrative Agent in seeking to collect or enforce any rights in respect amount of such Commercial Tort Claim exceeds $500,000, such Debtor shall provide to the Agent a detailed description of such Commercial Tort Claim and this Agreement shall be amended to include a specific reference (sufficient under Section 9-108 of the UCC) to such Commercial Tort Claim; and (o) acknowledges and agrees that it is not authorized to file any financing statement in favor of the Agent without the prior written consent of the Agent and that it will not do so without the prior written consent of the Agent, subject to such Debtor's Collateral’s rights under Section 9-509(d)(2) of the UCC. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable Debtor. Whenever a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and such each Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Administrative Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement, except to the extent caused by the gross negligence or wilful misconduct of the Agent.

Agreements of the Debtors. Each Debtor (a) authorizes Administrative Agent to file all financing statements, and amendments thereto, deemed reasonably appropriate by Administrative Agent in connection with the perfection of a security interest in the Collateral (and will pay the cost of filing or recording the same in all public offices deemed reasonably necessary by Administrative Agent), and will, upon request of the Administrative Agent, execute such financing statements statements, and amendments thereto, and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including, delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral)things, all as the Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (b) will keep all its Inventory and other tangible Collateral at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Debtor shall have given the Administrative Agent not less than 10 30 days' prior written notice, ; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any reasonable time the status of the Non-Tangible Collateral; (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request; (e) will permit the Administrative Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect such Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon reasonable request of the Administrative Agent during the existence of a Default, deliver to the Administrative Agent all of such records and papers; (f) will, upon reasonable request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (g) except for the sale or lease of Inventory assets permitted by the Credit Agreement, and except for the licensing of such Debtor's Intellectual Property in the ordinary course of its such Debtor's business upon fair and sales reasonable terms which are fully disclosed in writing in advance to the Administrative Agent, and the abandonment of Equipment Intellectual Property which is no longer useful in its the business or which is being replaced by similar Equipmentotherwise not economically desirable, will not sell, lease, license or assign any Collateral or create or permit to exist any Lien on any Collateral other than Permitted Liens; (h) without limiting the provisions of Section 7.3 of the Credit Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained in accordance with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, SECTION 4.8 of the Credit Agreement and cause all such policies to provide that loss thereunder shall be payable to the Administrative Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Administrative Agent shall deliver any proceeds of such insurance which may be received by it to such Debtor and (B) whenever a Default shall be existing, the Administrative Agent may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or not due, in such order of application as required by SECTION 1.5.3 of the Administrative Agent may determineCredit Agreement), and such policies or certificates thereof shall, if the Administrative Agent so requests, be deposited with or furnished to the Administrative Agent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (kj) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other GoodsGoods in accordance with the Credit Agreement; (k) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof which is subject to certificate of title statutes; (l) will, will upon request of the Administrative Agent, (li) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Administrative Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Administrative Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (mn) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Intellectual Property after the date hereof which is the subject of a registration or application; (o) except as listed on Schedule VVI, will keep all of the tangible Collateral in the United States; (p) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights, Chattel Paper or Electronic Chattel Paper and, upon the request of Administrative Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Administrative Agent to deliver to Administrative Agent control with respect to such Collateral; (q) will promptly notify Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments in excess of $25,000, individually or in excess of $50,000 in the aggregate (other than instruments submitted for collection in the ordinary course of business) and, upon the request of Administrative Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Administrative Agent to deliver to Administrative Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Administrative Agent; (r) with respect to Collateral with a value in excess of $25,000 in the possession of a particular third party, other than Certificated Securities and Goods covered by a Document, will obtain an acknowledgment from such third party that it is holding the Collateral for the benefit of the Administrative Agent; (s) will promptly notify the Administrative Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim in excess of $25,000 individually or Commercial Tort Claims in excess of $50,000 in the aggregate after the date hereof against any third party, and, upon the request of Administrative Agent, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Administrative Agent to give Administrative Agent a security interest in such Commercial Tort Claim or Commercial Tort Claims, as applicable; (t) will not change its state of incorporation or organization or Type of Organization or principal place of business or chief executive office; (v) will not change its legal name without providing Administrative Agent with at least 30 days' prior written notice; and (nw) will reimburse the Administrative Agent for all reasonable out-of-pocket expenses, including reasonable attorney's fees and charges (including time charges of attorneys who are employees of the Administrative Agent), incurred by the Administrative Agent in seeking to collect or enforce any rights in respect of such Debtor's Collateral. Any reasonable out-of-pocket expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the applicable DebtorDebtors. Whenever Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, the Administrative Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement enforcement, and such Debtor shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Administrative Agent shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement.