Stock); and (10) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

(b)          The security interest of the Collateral Agent under this Agreement extends to all Collateral of the kind described in preceding clause (a) which the Assignor may acquire at any time during the continuation of this Agreement.

1.2          Power of Attorney

The Assignor hereby constitutes and appoints the Collateral Agent its true and lawful attorney, irrevocably, with full power after the occurrence of an Event of Default (in the name of the Assignor or otherwise) to act, require, demand, receive, compound and give acquittance for any and all monies and claims for monies due or to become due to the Assignor under or arising out of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Collateral Agent may deem to be necessary or advisable in the premises, which appointment as attorney is coupled with an interest.

2.            General Representations, Warranties and Covenants

The Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

2.1          Necessary Filings

All filings, registrations and recordings necessary or appropriate to create, preserve, protect and perfect the security interest granted by the Assignor to the Collateral Agent hereby in respect of the Collateral have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral constitutes a valid and enforceable perfected security interest therein superior and prior to the rights of all other Persons therein and subject to no other Liens (except that the Collateral may be subject to Liens permitted under Section ______ of the Credit Agreement) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests.

2.2          No Liens

The Assignor is, and as to Collateral acquired by it from time to time after the date hereof the Assignor will be, the owner of all Collateral free from any Lien or other right, title or interest of any Person (other than Liens created hereby or permitted under Section ______ of the Credit Agreement), and the Assignor shall defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Collateral Agent.

2.3          Other Financing Statements

There is no financing statement (or similar statement or instrument of registration under the law

of any jurisdiction) covering or purporting to cover any interest of any kind in the Collateral except as disclosed in Annex ______, and so long as the Total Commitment has not been terminated or any of the Obligations remain unpaid, the Assignor will not execute or authorize to be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, except financing statements filed or to be filed in respect of and covering the security interests granted hereby by the Assignor.

2.4          Chief Executive Office; Records

The chief executive office of the Assignor is located at ______, ______, ______ ______.  The Assignor will not move its chief executive office except to such new location as the Assignor may establish in accordance with the last sentence of this Section 2.4.  The originals of all documents evidencing all Receivables and Contracts of the Assignor and the only original books of account and records of the Assignor relating thereto are, and will continue to be, kept at such chief executive office or at the locations disclosed in Annex ______, or at such new locations as the Assignor may establish in accordance with the last sentence of this Section 2.4.  All Receivables and Contracts of the Assignor are, and will continue to be, maintained at, and controlled and directed (including, without limitation, for general accounting purposes) from, such office locations shown above, or such new locations as the Assignor may establish in accordance with the last sentence of this Section 2.4.  The Assignor shall not establish a new location for such offices until (a) it has given to the Collateral Agent not less than [spelled number of days] (______) days' prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may reasonably request, and (b) with respect to such new location, it shall have taken all action, satisfactory to the Collateral Agent, to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

2.5          Location of Inventory and Equipment

All Inventory and Equipment held on the date hereof by the Assignor is located at one of the locations shown on Annex ______.  The Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex ______, or such new location as the Assignor may establish in accordance with the last sentence of this Section 2.5.  The Assignor may establish a new location for Inventory and Equipment only if (a) it shall have given to the Collateral Agent prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may reasonably request, and (b) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

2.6          Recourse

This Agreement is made with full recourse to the Assignor and pursuant to and upon all the

warranties, representations, covenants and agreements on the part of the Assignor contained herein, in the Credit Agreement and otherwise in writing in connection herewith or therewith.

3.            Special Provisions Concerning Receivables; Contracts; Instruments

3.1          Additional Representations and Warranties

As of the time when each of its Receivable arises, the Assignor shall be deemed to have represented and warranted that such Receivable, and all records, papers and documents relating thereto (if any) are genuine and in all respects what they purport to be, and that all papers and documents (if any) relating thereto (a) will represent the genuine, legal, valid and binding obligation of the account debtor evidencing indebtedness unpaid and owed by the respective account debtor arising out of the performance of labor or services or the sale or lease and delivery of the merchandise listed therein, or both, (b) will be the only original writings evidencing and embodying such obligation of the account debtor named therein (other than copies created for general accounting purposes), (c) will evidence true and valid obligations, enforceable in accordance with their respective terms and (d) will be in compliance and will conform with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.

3.2          Maintenance of Records

The Assignor will keep and maintain at its own cost and expense satisfactory and complete records of its Receivables and Contracts, including, but not limited to, the originals of all documentation (including each Contract) with respect thereto, records of all payments received, all credits granted thereon, all merchandise returned and all other dealings therewith, and the Assignor will make the same available to the Collateral Agent for inspection, at the Assignor's own cost and expense, at any and all reasonable times upon demand.  The Assignor shall, at its own cost and expense, deliver all tangible evidence of its Receivables and Contracts (including, without limitation, all documents evidencing the Receivables and all Contracts) and such books and records to the Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by the Assignor) at any time upon its demand.  If the Collateral Agent so directs, the Assignor shall legend, in form and manner reasonably satisfactory to the Collateral Agent, the Receivables and Contracts, as well as books, records and documents of the Assignor evidencing or pertaining to the Receivables or Contracts with an appropriate reference to the fact that the Receivables and Contracts have been assigned to the Collateral Agent and that the Collateral Agent has a security interest therein.

3.3          Direction to Account Debtors; Contracting Parties; Etc.

Upon the occurrence of an Event of Default and if the Collateral Agent so directs, the Assignor agrees (1) to cause all payments on account of the Receivables and Contracts to be made directly to the Cash Collateral Account and (2) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables and/or under any Contracts to make payments with respect thereto as provided in preceding clause (1).  Without notice to or assent by the Assignor, the Collateral Agent may apply any or all amounts then in, or thereafter deposited in, the Cash

Collateral Account in the manner provided in Section 7.4 of this Agreement.  The costs and expenses (including, without limitation, attorneys' fees) of collection, whether incurred by the Assignor or the Collateral Agent, shall be borne by the Assignor.

3.4          Modification of Terms; Etc.

The Assignor shall not rescind or cancel any indebtedness evidenced by any Receivable or under any Contract, or modify any term thereof or make any adjustment with respect thereto, or extend or renew the same, or compromise or settle any dispute, claim, suit or legal proceeding relating thereto, or sell any Receivable or Contract, or interest therein, without the prior written consent of the Required Banks, except as permitted by Section 3.5.  The Assignor will duly fulfill all obligations on its part to be fulfilled under or in connection with the Receivables and Contracts and will do nothing to impair the rights of the Collateral Agent in the Receivables or Contracts.

3.5          Collection

The Assignor shall endeavor to cause to be collected from the account debtor named in each of its Receivables or obligor under any Contract, as and when due (including, without limitation, amounts which are delinquent, such amounts to be collected in accordance with generally accepted lawful collection procedures) any and all amounts owing under or on account of such Receivable or Contract, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable or under such Contract, except that, prior to the occurrence of an Event of Default, the Assignor may allow in the ordinary course of business as adjustments to amounts owing under its Receivables and Contracts (a) an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which the Assignor finds appropriate in accordance with sound business judgment and (b) a refund or credit due as a result of returned or damaged merchandise or improperly performed services.  The costs and expenses (including, without limitation, attorneys' fees) of collection, whether incurred by the Assignor or the Collateral Agent, shall be borne by the Assignor.

3.6          Instruments

If the Assignor owns or acquires any Instrument, the Assignor will within [spelled number of days] (______) days notify the Collateral Agent thereof, and upon request by the Collateral Agent promptly deliver such Instrument to the Collateral Agent appropriately endorsed to the order of the Collateral Agent as further security hereunder.

3.7          Further Actions

The Assignor will, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to its Receivables, Contracts, Instruments and other property or rights covered by the security interest hereby granted, as the Collateral Agent may reasonably require.

4.            Special Provisions Concerning Trademarks

4.1          Additional Representations and Warranties

The Assignor represents and warrants that it is the true and lawful exclusive owner of the Marks listed in Annex ______ and that said listed Marks constitute all the marks registered in the United States Patent and Trademark Office that the Assignor now owns or uses in connection with its business.  The Assignor represents and warrants that it owns or is licensed to use all Marks that it uses.  The Assignor further warrants that it is aware of no third party claim that any aspect of the Assignor's present or contemplated business operations infringes or will infringe any Mark.

4.2          Licenses and Assignments

The Assignor hereby agrees not to divest itself of any right under a Mark absent prior written approval of the Collateral Agent.

4.3          Infringements

The Assignor agrees, promptly upon learning thereof, to notify the Collateral Agent in writing of the name and address of, and to furnish such pertinent information that may be available with respect to, any party who may be infringing or otherwise violating any of the Assignor's rights in and to any significant Mark, or with respect to any party claiming that the Assignor's use of any significant Mark violates any property right of that party.  The Assignor further agrees, unless otherwise directed by the Collateral Agent, diligently to prosecute any Person infringing any significant Mark.

4.4          Preservation of Marks

The Assignor agrees to use its significant Marks in interstate commerce during the time in which this Agreement is in effect, sufficiently to preserve such Marks as trademarks or service marks registered under the laws of the United States.

4.5          Maintenance of Registration

The Assignor shall, at its own expense, diligently process all documents required by the Trademark Act of 1946, 15 USCA §1051 et seq., to maintain trademark registration, including, but not limited to, affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office for all of its Marks pursuant to 15 USCA §§ 1058(a), 1059 and 1065, and shall pay all fees and disbursements in connection therewith, and shall not abandon any such filing of affidavit of use or any such application of renewal prior to the exhaustion of all administrative and judicial remedies without prior written consent of the Required Banks.  The Assignor agrees to notify the Collateral Agent six months prior to the dates on which the affidavits of use or the applications for renewal registration are due that the affidavit of use or the renewal is being processed.

4.6          Future Registered Marks

If any mark registration issues hereafter to the Assignor as a result of any application now or hereafter pending before the United States Patent and Trademark Office, within [spelled number of days] (______) days of receipt of such certificate the Assignor shall deliver a copy of such certificate, and a grant of security in such mark, to the Collateral Agent, confirming the grant thereof hereunder, the form of such confirmatory grant to be substantially the same as the form hereof.

4.7          Remedies

If an Event of Default shall occur and be continuing, the Collateral Agent may, by written notice to the Assignor, take any or all of the following actions:  (a) declare the entire right, title and interest of the Assignor in and to each of the Marks, together with all trademark rights and rights of protection to the same, vested, in which event such rights, title and interest shall immediately vest, in the Collateral Agent for the benefit of the Banks and the holders of the Notes, in which case the Assignor agrees to execute an assignment in form and substance satisfactory to the Collateral Agent of all its rights, title and interest in and to the Marks to the Collateral Agent for the benefit of the Banks and the holders of the Notes; (b) take and use or sell the Marks and the goodwill of the Assignor's business symbolized by the Marks and the right to carry on the business and use the assets of the Assignor in connection with which the Marks have been used; and (c) direct the Assignor to refrain, in which event the Assignor shall refrain, from using the Marks in any manner whatsoever, directly or indirectly, and, if requested by the Collateral Agent, change the Assignor's corporate name to eliminate therefrom any use of any Mark and execute such other and further documents that the Collateral Agent may request to further confirm this and to transfer ownership of the Marks and registrations and any pending trademark application in the United States Patent and Trademark Office to the Collateral Agent.

5.            Special Provisions Concerning Patents and Copyrights

5.1          Additional Representations and Warranties

The Assignor represents and warrants that it is the true and lawful exclusive owner of all rights in the Patents listed in Annex ______ and in the Copyrights listed in Annex ______, that said Patents constitute all the U.S. Patents and applications for U.S. Patents that the Assignor now owns and that said Copyrights constitute all the U.S. Copyrights that the Assignor now owns.  The Assignor represents and warrants that it owns or is licensed to use or practice under all Patents and Copyrights that it now owns, uses or practices under.  The Assignor further warrants that it is aware of no third party claim that any aspect of the Assignor's present or contemplated business operations infringes or will infringe any Patent or any Copyright.

5.2          Licenses and Assignments

The Assignor hereby agrees not to divest itself of any right under a Patent or Copyright absent prior written approval of the Collateral Agent.

5.3          Infringements

The Assignor agrees, promptly upon learning thereof, to furnish the Collateral Agent in writing with all pertinent information available to the Assignor with respect to any infringement or other violation of the Assignor's rights in any significant Patent or Copyright, or with respect to any claim that practice of any significant Patent or Copyright violates any property right of that party.  The Assignor further agrees, absent direction of the Collateral Agent to the contrary, diligently to prosecute any Person infringing any significant Patent or Copyright.

5.4          Maintenance of Patents

At its own expense, the Assignor shall make timely payment of all post-issuance fees required pursuant to 35 USCA § 41 to maintain in force rights under each Patent.

5.5          Prosecution of Patent Application

At its own expense, the Assignor shall diligently prosecute all applications for U.S. Patents listed on Annex ______, and shall not abandon any such application prior to exhaustion of all administrative and judicial remedies, absent written consent of the Collateral Agent.

5.6          Other Patents and Copyrights

Within [spelled number of days] (______) days of acquisition of a US Patent or Copyright, or of filing of an application for a US Patent or Copyright, the Assignor shall deliver to the Collateral Agent a copy of said Patent or Copyright, as the case may be, with a grant of security as to such Patent or Copyright, as the case may be, confirming the grant thereof hereunder, the form of such confirmatory grant to be substantially the same as the form hereof.

5.7          Remedies

If an Event of Default shall occur and be continuing, the Collateral Agent may, by written notice to the Assignor, take any or all of the following actions:  (a) declare the entire right, title and interest of the Assignor in each of the Patents and Copyrights vested, in which event such right, title and interest shall immediately vest in the Collateral Agent for the benefit of the Banks and the holders of the Notes, in which case the Assignor agrees to execute an assignment in form and substance satisfactory to the Collateral Agent of all its right, title and interest to such Patents and Copyrights to the Collateral Agent for the benefit of the Banks and the holders of the Notes; (b) take and practice or sell the Patents and Copyrights; and (c) direct the Assignor to refrain, in which event the Assignor shall refrain, from practicing the Patents and Copyrights directly or indirectly, and the Assignor shall execute such other and further documents as the Collateral Agent may request further to confirm this and to transfer ownership of the Patents and Copyrights to the Collateral Agent.

6.            Provisions Concerning All Collateral

6.1          Protection of Collateral Agent's Security

The Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral.  The Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at its own expense, to the Collateral Agent's reasonable satisfaction against fire, theft and all other risks to which such Collateral may be subject; all policies or certificates with respect to such insurance shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee) and deposited with the Collateral Agent.  If the Assignor shall fail to insure such Inventory and Equipment to the Collateral Agent's reasonable satisfaction, or if the Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and the Assignor agrees to reimburse the Collateral Agent for all costs and expenses of procuring such insurance.  The Collateral Agent may apply any proceeds of such insurance when received by it toward the payment of any of the Obligations to the extent the same shall then be due.  The Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of the Assignor to pay its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to the Assignor.

6.2          Warehouse Receipts Non-Negotiable

The Assignor agrees that if any warehouse receipt or receipt in the nature of a warehouse receipt is issued with respect to any of its Inventory, such warehouse receipt or receipt in the nature thereof shall not be "negotiable" (as such term is used in Section 7-104 of the Uniform Commercial Code as in effect in any relevant jurisdiction or under other relevant law).

6.3          Further Actions

The Assignor will, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time, such lists, descriptions and designations of its Collateral, warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral and other property or rights covered by the security interest hereby granted, which the Collateral Agent deems reasonably appropriate or advisable to perfect, preserve or protect its security interest in the Collateral.

6.4          Financing Statements

The Assignor agrees to assign and deliver to the Collateral Agent such financing statements, in form acceptable to the Collateral Agent, as the Collateral Agent may from time to time reasonably request or as are necessary or desirable in the opinion of the Collateral Agent to establish and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein and the other rights and security contemplated herein, all in accordance with the Uniform Commercial Code as enacted in any and all relevant jurisdictions or any other relevant

law.  The Assignor will pay any applicable filing fees and related expenses.  The Assignor authorizes the Collateral Agent to file any such financing statements without the signature of the Assignor.

7.            Remedies Upon Occurrence of Event of Default

7.1          Remedies; Obtaining Collateral Upon Default

The Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:

(a)          Personally, or by agents or attorneys, immediately retake possession of the Collateral or any part thereof, from the Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Assignor;

(b)          Instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables) constituting the Collateral to make any payment required by the terms of such instrument or agreement directly to the Collateral Agent;

(c)           Withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations;

(d)          Sell, assign or otherwise liquidate, or direct the Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; and

(e)          Take possession of the Collateral or any part thereof, by directing the Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event the Assignor shall at its own expense:  (1) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, (2) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and (3) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the Assignor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by the Assignor of said obligation.

7.2          Remedies; Disposition of Collateral

Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1, and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable.  Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair which the Collateral Agent shall determine to be commercially reasonable.  Any such disposition which shall be a private sale or other private proceeding permitted by such requirements shall be made upon not less than [spelled number of days] (______) days' written notice to the Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the [spelled number of days] (______) days after the giving of such notice, to the right of the Assignor or any nominee of the Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified.  Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than [spelled number of days] (______) days' written notice to the Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction not less than [spelled number of days] (______) days prior thereto in two newspapers in general circulation in ______.  To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Banks and/or the holders of the Notes may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the Assignor (except to the extent of surplus money received as provided in Section 7.4).  If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the Assignor as hereinabove specified, the Collateral Agent need give the Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law.

7.3          Waiver of Claims

Except as otherwise provided in this Agreement, THE ASSIGNOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S TAKING POSSESSION OR THE COLLATERAL AGENT'S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH ASSIGNOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and the Assignor hereby further waives, to the extent permitted by law:

(a)          All damages occasioned by such taking of possession except any damages which are the direct result of the Collateral Agent's gross negligence or willful misconduct;

(b)          All other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent's rights hereunder; and

(c)           All rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof, and the Assignor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws.

Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Assignor therein and thereto, and shall be a perpetual bar both at law and in equity against the Assignor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the Assignor.

7.4          Application of Proceeds

The proceeds of any Collateral obtained pursuant to Section 7.1 or disposed of pursuant to Section 7.2 shall be applied as follows:

(a)          To the payment of any and all expenses and fees (including, without limitation, reasonable attorneys' fees) incurred by the Collateral Agent in obtaining, taking possession of, removing, insuring, repairing, storing and disposing of Collateral and any and all amounts incurred by the Collateral Agent in connection therewith;

(b)          Next, any surplus then remaining to the payment of the Obligations in the following order of priority:  (1) all interest accrued and unpaid; (2) the principal amount owing on the Loans; (3) the fees than owing to the Agent; and (4) all other Obligations then owing; and

(c)           If the Total Commitment is then terminated and no other Obligation is outstanding, any surplus then remaining shall be paid to the Assignor, subject, however, to the rights of the holder of any then existing Lien of which the Collateral Agent has actual notice (without investigation); it being understood that the Assignor shall remain liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the sums referred to in clauses (a) and (b) of this Section 7.4 with respect to the Assignor.

7.5    Remedies Cumulative

No failure or delay on the part of the Collateral Agent or any Bank or any holder of any Note in exercising any right, power or privilege hereunder or under any other Credit Document and no

course of dealing between the Assignor and the Collateral Agent or any Bank or the holder of any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder.  The rights, powers and remedies herein or in any other Credit Document expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Collateral Agent or any Bank or the holder of any Note would otherwise have.  No notice to or demand on the Assignor in any case shall entitle the Assignor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Collateral Agent or any Bank or the holder of any Note to any other or further action in any circumstances without notice or demand.

7.6          Discontinuance of Proceedings

In case the Collateral Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case the Assignor, the Collateral Agent and each holder of any of the Obligations shall be restored to their former positions and rights hereunder with respect to the Collateral subject to the security interest created under this Agreement, and all rights, remedies and powers of the Collateral Agent shall continue as if no such proceeding had been instituted.

8.            Indemnity

8.1          Indemnity

(a)          The Assignor agrees to indemnify, reimburse and hold the Collateral Agent, each Bank, the holder of any Note, and their respective officers, directors, employees, representatives and agents (hereinafter in this Section 8.1 referred to individually as "Indemnitee" and collectively as "Indemnitees") harmless from any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys' fees and expenses) (for the purposes of this Section 8.1 the foregoing are collectively called "expenses") of whatsoever kind or nature which may be imposed on, asserted against or incurred by any of the Indemnitees in any way relating to or arising out of this Agreement, any other Credit Document or the documents executed in connection herewith and therewith or in any other way connected with the administration of the transactions contemplated hereby and thereby or the enforcement of any of the terms of or the preservation of any rights under any thereof, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other disposition or use of the Collateral (including, without limitation, latent or other defects, whether or not discoverable), the violation of the laws of any country, state or other governmental body or unit, any tort (including, without limitation, claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or for

property damage) or any contract claim; provided, however, that no Indemnitee shall be indemnified pursuant to this Section 8.1(a) for expenses to the extent caused by the gross negligence or willful misconduct of such Indemnitee.  The Assignor agrees that upon written notice by any Indemnitee of any assertion that could give rise to an expense, the Assignor shall assume full responsibility for the defense thereof.  Each Indemnitee agrees to use its best efforts to promptly notify the Assignor of any such assertion of which such Indemnitee has knowledge.

(b)          Without limiting the application of Section 8.1(a), the Assignor agrees to pay, or reimburse the Collateral Agent for (if the Collateral Agent shall have incurred fees, costs or expenses because the Assignor shall have failed to comply with its obligations under this Agreement or any other Credit Document), any and all fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation or protection of the Collateral Agent's Liens on, and security interest in, the Collateral, including, without limitation, all fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge of any taxes or Liens upon or in respect of the Collateral, premiums for insurance with respect to the Collateral and all other fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and the Collateral Agent's interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral.

(c)           Without limiting the application of Section 8.1(a) or (b), the Assignor agrees to pay, indemnify and hold each Indemnitee harmless from and against any expenses which such Indemnitee may suffer, expend or incur in consequence of or growing out of any misrepresentation by the Assignor in this Agreement or any of the other Credit Documents or in any statement or writing contemplated by or made or delivered pursuant to or in connection with this Agreement or any of the other Credit Documents.

(d)          If and to the extent that the obligations of the Assignor under this Section 8.1 are unenforceable for any reason, Assignor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

8.2          Indemnity Obligations Secured by Collateral; Survival

Any amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement shall constitute Obligations secured by the Collateral.  The indemnity obligations of the Assignor contained in this Section 8 shall continue in full force and effect notwithstanding the full payment of all the Notes issued under the Credit Agreement and all of the other Obligations and notwithstanding the discharge thereof.

9.            Definitions

The following terms shall have the meanings herein specified unless the context otherwise requires.  Such definitions shall be equally applicable to the singular and plural forms of the

terms defined:

"Agreement" shall mean this Security Agreement, as modified, supplemented or amended from time to time.

"Assignor" shall have the meaning provided in the first paragraph of this Agreement.

"Cash Collateral Account" shall mean a restricted non-interest bearing cash collateral account maintained with the Collateral Agent for the benefit of the Banks.

"Chattel Paper" shall have the meaning assigned that term under the Uniform Commercial Code as in effect on the date hereof in the State of ______.

"Collateral" shall have the meaning provided in Section 1.1(a).

"Collateral Agent" shall have the meaning provided in the first paragraph of this Agreement.

"Contracts" shall mean all contracts between the Assignor and one or more additional parties and all rights of the Assignor (including, without limitation, all rights to payment) under each such contract.

"Copyrights" shall mean any US copyright to which the Assignor now or hereafter has title, as well as any application for a US copyright hereafter made by the Assignor.

"Credit Agreement" shall have the meaning provided in the first paragraph of this Agreement.

"Documents" shall have the meaning assigned that term under the Uniform Commercial Code as in effect on the date hereof in the State of ______.

"Equipment" shall mean any "equipment", as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of ______, now or hereafter owned by Assignor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned by the Assignor and any and all additions, substitutions and replacements of, any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

"General Intangibles" shall have the meaning assigned that term under the Uniform Commercial Code as in effect on the date hereof in the State of ______.

"Goods" shall have the meaning assigned that term under the Uniform Commercial Code as in effect on the date hereof in the State of ______.

"Indemnitee" shall have the meaning specified in Section 8.1.

"Instrument" shall have the meaning assigned that term under the Uniform Commercial Code as in effect on the date hereof in the State of ______.

"Inventory" shall mean all raw materials, work-in-process, and finished inventory of the Assignor of every type or description and all documents of title covering such inventory, and shall specifically include all "inventory" as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of ______, now or hereafter owned by the Assignor.

"Marks" shall mean any trademarks and service marks now held or hereafter acquired by the Assignor, which are registered in the United States Patent and Trademark Office, as well as any unregistered marks used by the Assignor in the United States and trade dress, including logos and/or designs, in connection with which any of these registered or unregistered marks are used.

"Obligations" shall mean: (1) all indebtedness, obligations and liabilities (including, without limitation, guarantees and other contingent liabilities) of the Assignor to the Collateral Agent, the Agent, any Bank or the holder of any Note arising under or in connection with any Credit Document; (2) any and all sums advanced by the Collateral Agent in order to preserve the Collateral or preserve its security interest in the Collateral; and (3) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Assignor referred to in clause (1), after an Event of Default shall have occurred and be continuing, the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs.

"Patents" shall mean any U.S. Patent to which the Assignor now or hereafter has title, as well as any application for a U.S. Patent now or hereafter made by Assignor.

"Proceeds" shall have the meaning assigned that term under the Uniform Commercial Code as in effect in the State of ______ on the date hereof or under other relevant law and, in any event, shall include, but not be limited to, (1) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Collateral Agent or the Assignor from time to time with respect to any of the Collateral, (2) any and all payments (in any form whatsoever) made or due and payable to the Assignor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority (or any Person acting under color of governmental authority) and (3) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

"Receivables" shall mean any "account" as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of ______, now or hereafter owned by Assignor and, in any event, shall include, but shall not be limited to, all of the Assignor's rights to payment for goods sold or leased or services performed by the

Assignor, whether now in existence or arising from time to time hereafter, including, without limitation, rights evidenced by an account, note, contract, security agreement, chattel paper or other evidence of indebtedness or security, together with (1) all security pledged, assigned, hypothecated or granted to or held by the Assignor to secure the foregoing; (2) all of the Assignor's right, title and interest in and to any goods, the sale of which gave rise thereto; (3) all guarantees, endorsements and indemnifications on, or of, any of the foregoing; (4) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith; (5) all books, records, ledger cards and invoices relating thereto; (6) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties, and certificates from filing or other registration officers; (7) all credit information, reports and memoranda relating thereto and (8) all other writings related in any way to the foregoing.

10.          Miscellaneous

10.1        Notices

Any notice or other communication under this Agreement shall be in writing, and any written notice or other document shall be deemed to have been duly given (a) on the date of personal service on the parties, (b) on the third business day after mailing, if the document is mailed by registered or certified mail, (c) one day after being sent by professional or overnight courier or messenger service guaranteeing one-day delivery, with receipt confirmed by the courier, or (d) on the date of transmission if sent by telegram, telex, telecopy, or other means of electronic transmission resulting in written copies, with receipt confirmed.  Any such notice shall be delivered or addressed to the parties at the address set forth below or at the most recent address specified by the addressee through written notice under this provision.  Failure to conform to the requirement that mailings be done by registered or certified mail shall not defeat the effectiveness of notice actually received by the addressee.

10.2        Waiver; Amendment

This Agreement may be changed, waived, discharged, or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.  Without limiting the generality of the preceding sentence, this Agreement may not be modified by oral agreement even if such modification is supported by new consideration.

10.3        Obligations

The obligations of the Assignor under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation:  (a) any renewal, extension, amendment or modification of, or addition or supplement to or deletion from, any of the Credit Documents or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof; (b) any waiver,

consent, extension, indulgence or other action or inaction under or in respect of any such instrument or agreement or this Agreement or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of this Agreement or any other Credit Document; (c) any furnishing of any additional security to the Collateral Agent or any acceptance thereof or any sale, exchange, release, surrender or realization of or upon any security by the Collateral Agent or (d) any invalidity, irregularity or unenforceability of all or part of the Obligations or of any security therefor.

10.4        Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that the Assignor may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Collateral Agent.  All agreements, statements, representations and warranties made by the Assignor herein or in any certificate or other instrument delivered by the Assignor or on its behalf under this Agreement shall be considered to have been relied upon by the Banks and shall survive the execution and delivery of this Agreement and the other Credit Documents regardless of any investigation made by the Banks or on their behalf.

10.5        Headings

The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

10.6        Governing Law

This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the law of the State of ______.

10.7        Assignor's Duties

It is expressly agreed, anything herein contained to the contrary notwithstanding, that the Assignor shall remain liable to perform all of the obligations, if any, assumed by it with respect to the Collateral and the Collateral Agent shall not have any obligations or liabilities with respect to any Collateral by reason of or arising out of this Agreement, nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any of the obligations of the Assignor under or with respect to any Collateral.

10.8        Termination; Release

After the termination of the Total Commitment, and when all Obligations have been paid in full, this Agreement shall terminate, and the Collateral Agent, at the request and expense of the Assignor, will execute and deliver to the Assignor the appropriate instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to the Assignor (without

recourse and without any representation or warranty) such of the Collateral as may be in possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement.

10.9        Counterparts

This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written.

ASSIGNOR:

[Sig Block Party 1]

______

______, ______  ______

[Notary Party 1]

COLLATERAL AGENT:

[Sig Block Party 2]

______

______, ______  ______

[Notary Party 2]