Collateral. Each Collateral Document will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and # when financing statements in appropriate form are filed in the appropriate offices and # upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required hereunder), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements or taking control, in each case subject to no Liens other than Permitted Liens.

Collateral. Borrower has rights in or the power to transfer the Collateral, and its title to the Collateral is free and clear of Liens, adverse claims, and restrictions on transfer or pledge except for Permitted Liens. Other than movable items of personal property such as laptop computers, all Collateral having an aggregate book value in excess of $100,000, is located solely in the Collateral States. All Inventory is in all material respects of good and merchantable quality, free from all material defects, except for Inventory for which adequate reserves have been made. Except as set forth in the Schedule, none of Borrower’s Cash is maintained or invested with a Person other than Bank or Bank’s affiliates.

Collateral. To secure performance by the Borrowers of the payment of the Obligations, the Borrowers, each to the extent of their respective interests therein, shall grant to the Administrative Agent, for the benefit of each of the Secured Parties, a first priority, exclusive (except as expressly permitted pursuant to the definition of Permitted Liens), perfected security interest and Lien in and on the Collateral pursuant to the Security Agreements, the related financing statements and the other related documents.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of [Section 6.8(b)]. The Accounts are bona fide, existing obligations of the Account Debtors.

Collateral Administration Agreement and the Custodian Agreement. As soon as possible and in any event within five (5) Business Days after an executive officer of the Borrower receives notice or obtains knowledge thereof, notice of # any modification, amendment, termination, or assignment of either of the Collateral Administration Agreement or the Custodian Agreement, # any waiver of any duties or obligations of State Street Bank and Trust Company under either of the Collateral Administration Agreement or the Custodian Agreement, or # any breach or default by State Street Bank and Trust Company with respect to any material term of either of the Collateral Administration Agreement or the Custodian Agreement.

Collateral Agent and Lender Agreement. Collateral Agent and the Lenders hereby agree to the terms and conditions set forth on Exhibit B attached hereto. Borrower acknowledges and agrees to the terms and conditions set forth on Exhibit B attached hereto.

Unconditional Guaranty Agreement (the “Guaranty”) executed by the Guarantors;

Collateral Documents. Any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by [Section 7.01]) on the Collateral purported to be covered thereby, or any Loan Party shall assert the invalidity of such Liens.

Cash Collateral. At any point in time in which there is a Defaulting Lender, any Swingline Lender may require the Company to Cash Collateralize the outstanding Swingline Loans pursuant to [Section 2.20].

At any time that there shall exist a Defaulting Lender under the Revolving Facility, immediately upon the request of the Agent, any Issuing Lender or any Swingline Lender, the Company shall deliver to the Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to [Section 2.21(g)] and any Cash Collateral provided by the Defaulting Lender).