#Section 3.01 of the Collateral Agreement is amended by amending and restating clause (a)(ii) thereof in its entirety as follows:

Collateral Administration Agreement and Custodian Agreement. The Collateral Administration Agreement and the Custodian Agreement each constitute a legal, valid and binding obligation of the parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by Insolvency Laws and by general principles of equity (whether considered in a suit at law or in equity). The Borrower has duly authorized by all necessary corporate action, the execution, delivery and performance of the Collateral Administration Agreement and the Custodian Agreement and has all necessary corporate power, authority and legal right to carry out the terms thereof.

The Borrower shall not # permit either of the Collateral Administration Agreement or the Custodian Agreement to be modified, amended, or terminated, or # waive any material duties or obligations of State Street Bank and Trust Company (or any of its permitted assigns) thereunder, in each case, in a manner that materially adversely affects any Secured Party without the prior written consent of the Administrative Agent.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received # this Agreement, executed and delivered by the Borrower, the Administrative Agent and each Person identified herein as a Lender signatory hereto, and # the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Subsidiary Guarantor.

On the Closing Date, each of the Agents is hereby directed to enter into the CADA in its capacity as Administrative Agent on behalf of the Lenders, and Collateral Agent on behalf of the Secured Parties, as applicable, and the Lenders hereby authorize and direct the Administrative Agent to execute and deliver the foregoing agreement on behalf of the Lenders, and the Secured Parties hereby authorize and direct the Collateral Agent to execute and deliver the foregoing agreement on behalf of the Secured Parties. On the Closing Date, the Collateral Agent is hereby directed to enter into the Interparty Agreement in its capacity as Collateral Agent on behalf of the Secured Parties, and the Secured Parties hereby authorize and direct the Collateral Agent to execute and deliver the foregoing agreement on behalf of the Secured Parties

Collateral. Borrower owns the Collateral and the Intellectual Property, free of all Liens, except for Permitted Liens. Borrower has the power and authority to grant to Agent a Lien in the Collateral as security for the Secured Obligations.

Collateral. [Schedule 3.10] accurately lists all Securities Accounts, Commodity Accounts, Deposit Accounts, Collateral Notes, Collateral Note Security, Commercial Tort Claims, Pledged Shares, Material Agreements, and all letters of credit, in which Grantor has any right, title, or interest. All information supplied by Grantor to Secured Party with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is true, correct, and complete in all material respects.

Collateral. In connection with this Agreement, each Credit Party has delivered to Lender a completed certificate signed by such Credit Party and its Subsidiaries (each, a “Perfection Certificate”, and collectively, the “Perfection Certificates”). Each Credit Party represents and warrants to Lender that:

Collateral. The Servicer shall # deliver or cause to be delivered to the Borrower no later than two Business Day preceding the related Funding Date, as the case may be, the current Schedule of Receivables and # with respect to any Receivable, retain the original Receivable File (provided that Electronic Contracts shall be maintained in the Electronic Vault). Notwithstanding any other provision of this Agreement, the Servicer may release any underlying collateral from the security interest created by the related Receivable when the Servicer deposits into the Collection Account an amount equal to the related Release Price or the entire amount of Liquidation Proceeds and other Collections it has received or expects to receive with respect to such Receivable and such underlying collateral.

Collateral. Borrower agrees to cause the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability to be secured by valid, perfected, and enforceable Liens on all right, title, and interest of Borrower and each Guarantor in all of their Collateral.