{"id":41338,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/subsidiary-guaranty-and-collateral-agreement-anntaylor.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"subsidiary-guaranty-and-collateral-agreement-anntaylor","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/subsidiary-guaranty-and-collateral-agreement-anntaylor.html","title":{"rendered":"Subsidiary Guaranty and Collateral Agreement &#8211; AnnTaylor Distribution Services Inc. and Bank of America NT&#038;SA"},"content":{"rendered":"<pre>               SUBSIDIARY GUARANTY AND COLLATERAL AGREEMENT\n\n          \n          SUBSIDIARY GUARANTY AND COLLATERAL AGREEMENT (as such\nagreement may be amended, supplemented or otherwise modified from\ntime to time, this \"Agreement\"), dated as of June 30, 1998, is\n                    ---------\nmade by each of the signatories hereto (together with any other\nentity that may become a party hereto as provided herein, the\n\"Grantors\"), in favor of BANK OF AMERICA NATIONAL TRUST AND\n --------\nSAVINGS ASSOCIATION, with an office at 1455 Market Street, San\nFrancisco, California 94103, in its capacity as administrative\nagent under the Credit Agreement (as defined below) (the\n\"Administrative Agent\").\n --------------------\n\n                        R E C I T A L S:\n          ANNTAYLOR, INC., (the \"Borrower\"), certain financial\n                                 --------\ninstitutions currently and in the future to be parties to the\nCredit Agreement (such financial institutions being collectively\nreferred to as the \"Lenders\"), the Administrative Agent,\n                    -------\nBancAmerica Robertson Stephens, as Arranger (in such capacity,\nthe \"Arranger\"), Citicorp USA, First Union Capital Markets, in\n     --------\ntheir respective capacities as Syndication Agents (in such\ncapacities, the \"Syndication Agents\"), and Bank of America\n                 ------------------\nNational Trust and Savings Association, Citibank, N.A. and First\nUnion National Bank in their respective capacities as Issuing\nBanks (in such capacities, the \"Issuing Banks\"), have entered\n                                -------------\ninto a Credit Agreement dated as of June 30, 1998, (as such\nagreement may be amended, supplemented or otherwise modified from\ntime to time, the \"Credit Agreement\"), which provides for the\n                   ----------------\nLenders to make Loans and the Issuing Banks to issue Letters of\nCredit.  Pursuant to the Credit Agreement, the Grantors are\nrequired to execute and deliver this Agreement.\n\n          NOW, THEREFORE, in consideration of the above premises\nand in order to induce the Lenders to make Loans and each Issuing\nBank to issue Letters of Credit under the Credit Agreement, each\nGrantor hereby agrees with the Administrative Agent for its\nbenefit, and for the benefit of the Lenders, the Issuing Banks,\nthe Arranger, the Syndication Agents and the Administrative\nAgent, by acceptance hereof, hereby agrees as follows:\n\n          Section 1.  Defined Terms and Other Definitional\n                      ------------------------------------\nProvisions.\n----------\n          \n          (a)  Unless otherwise defined herein, terms defined in\nthe Credit Agreement and used herein shall have the meanings\ngiven to them in the Credit Agreement.\n\n          (b)  The following terms shall have the following\nmeanings:\n\n          \"Accounts\":  all accounts receivable and other rights\n           --------\n     to payment arising out of the sale or lease of goods and\n     services, whether or not earned by performance, and all\n     Credit Card Accounts, including, without limitation, all\n     \"accounts\" as such term is defined in the Uniform Commercial\n     Code in the State of New York in effect on the date hereof\n=======================================================================\n                          -2-\n     (the \"UCC\") (in each instance, however, and wherever\n           ---\n     arising, collectively, \"Accounts\").\n                             --------\n\n          \"Bankruptcy Code\":  as defined in Section 2(d)(iv).\n           ---------------                  ----------------\n          \n          \"Chattel Paper, Instruments, Investment Property and\n           ---------------------------------------------------\n     Documents\":  All chattel paper, all instruments, all\n     ---------\n     investment property and all documents (including, without\n     limitation, (a) the shares of stock described in Annex I-A\n                                                      ---------\n     hereto (the \"Pledged Shares\") and all dividends, instruments\n                  --------------\n     and other property from time to time distributed in respect\n     thereof or in exchange therefor, and (b) the notes and debt\n     instruments described in Annex I-B hereto (the \"Pledged\n                              ---------              -------\n     Debt\") and all payments thereunder and instruments and other\n     ----\n     property from time to time delivered in respect thereof or\n     in exchange therefor), and all bills of lading, warehouse\n     receipts and other documents of title and documents,\n     including, without limitation, all \"chattel paper\",\n     \"instruments\", \"investment property\" and documents\", as such\n     terms are defined in the UCC, in each instance whether now\n     owned or hereafter acquired by any Grantor, other than any\n     promissory note with an original principal amount of less\n     than $1,000,000 owing to any Grantor from a senior executive\n     or key employee of such Grantor (an \"Excluded Note\")\n                                          -------------\n     (collectively, \"Chattel Paper, Instruments, Investment\n                     --------------------------------------\n     Property and Documents\")\n     ----------------------\n\n          \"Collateral\":  as defined in Section 3.\n           ----------                  ---------\n          \n          \"Equipment\":  All machinery and equipment, all\n           ---------\n     manufacturing, distribution, selling, data processing and\n     office equipment, all furniture, furnishings, appliances,\n     tools, tooling, molds, dies, vehicles, vessels, aircraft and\n     all other goods of every type and description, in each\n     instance whether now owned or hereafter acquired by any\n     Grantor and wherever located, including all \"equipment\", as\n     such term is defined in the UCC; provided that equipment\n     shall not include \"fixtures\" as defined in Section 9-313 of\n     the UCC (collectively, \"Equipment\").\n                             ---------\n\n          \"General Intangibles\":  All rights, interests, choses\n           -------------------\n     in action, causes of action, claims and all other intangible\n     property of any Grantor of every kind and nature, in each\n     instance whether now owned or hereafter acquired by any\n     Grantor, including, without limitation, all corporate and\n     other business records; all loans, royalties, and other\n     obligations receivable; all inventions, designs, patents,\n     patent applications, service marks, trade names and\n     trademarks (including any applications for the foregoing and\n     whether or not registered) and the goodwill of any Grantor's\n     business connected with and symbolized by such trademarks,\n     trade secrets, computer programs, software, printouts and\n     other computer materials, goodwill, registrations, U.S.\n     registered copyrights, licenses relating to trademarks and\n     U.S. registered copyrights, franchises, customer lists,\n     credit files, correspondence and advertising materials; all\n     customer and supplier contracts, firm sale orders, rights\n     under license and franchise agreements, and other contracts\n     and contract rights; all interests in partnerships, joint\n     ventures and other entities; all tax refunds and tax refund\n     claims; all right, title and interest under leases,\n     subleases, licenses and concessions and other agreements\n     relating to real or personal property; all payments due or\n     made to any Grantor in connection with any requisition,\n=====================================================================\n                            -3-\n     confiscation, condemnation, seizure or forfeiture of any\n     property by any person or governmental authority; all\n     deposit accounts (general or special) with any bank or other\n     financial institution; all credits with and other claims\n     against carriers and shippers; all rights to\n     indemnification; all reversionary interests in pension and\n     profit sharing plans and reversionary, beneficial and\n     residual interest in trusts; all proceeds of insurance of\n     which any Grantor is a beneficiary; and all letters of\n     credit, guaranties, liens, security interests and other\n     security held by or granted to any Grantor; and all other\n     intangible property, whether or not similar to the\n     foregoing, including, without limitation, all \"general\n     intangibles\", as such term is defined in the UCC (in each\n     instance, however, and wherever arising, collectively,\n     \"General Intangibles\"); provided, that the foregoing\n      -------------------    --------\n     limitation shall not affect, limit, restrict or impair the\n     grant by such Grantor of a security interest pursuant to\n     this Agreement in any receivable or any money or other\n     amounts due or to become due under any such contract,\n     agreement, instrument or indenture.\n\n          \"Guaranteed Obligations\":  as defined in Section 2(a).\n           ----------------------                  ------------\n          \n          \"Inventory\":  all inventory, finished goods, raw\n           ----------\n     materials, work in process and other goods, including,\n     without limitation, all \"inventory\" as such term is defined\n     in the UCC (in each instance, however, and wherever arising,\n     collectively, \"Inventory\").\n                    ---------\n\n          \"Other Property\":  All property or interests in\n           --------------\n     property now owned or hereafter acquired by any Grantor\n     which now may be owned or hereafter may come into the\n     possession, custody or control of the Administrative Agent,\n     any of the Lenders, any Issuing Bank or any agent or\n     Affiliate of any of them in any way or for any purpose\n     (whether for safekeeping, deposit, custody, pledge,\n     transmission, collection or otherwise); and all rights and\n     interests of any Grantor, now existing or hereafter arising\n     and however and wherever arising, in respect of any and all\n     (i) notes, drafts, letters of credit, bank accounts, stocks,\n     bonds, and debt and equity securities, whether or not\n     certificated, and warrants, options, puts and calls and\n     other rights to acquire or otherwise relating to the same;\n     (ii) money; (iii) proceeds of loans; and (iv) insurance\n     proceeds and books and records relating to any of the\n     property covered by this Agreement (collectively, \"Other\n                                                        -----\n     Property\").\n     --------\n\n          \"Personal Property Collateral\":  as defined in Section\n           ----------------------------                  -------\n     4(d)(iv).\n     --------\n\n          \"Pledged Collateral\":  as defined in Section 5(a)(i).\n           ------------------                  ---------------\n          \n          \"Securities Act\":  as defined in Section 6(c)(i).\n           --------------                  ---------------\n          \n          \"Subordinated Debt\":  as defined in Section 2(c)(iv).\n           -----------------                  ----------------\n          \n          (c)  The words \"hereof,\" \"herein\", \"hereto\" and\n\"hereunder\" and words of similar import when used in this\nAgreement shall refer to this Agreement as a whole and not to any\nparticular provision of this Agreement, and Section and Schedule\nreferences are to this Agreement unless otherwise specified.\n\n=======================================================================\n                                -4-\n\n          \n          (d)  The meanings given to the terms defined herein\nshall be equally applicable to both the singular and plural forms\nof the such terms.\n\n          (e)  Where the context requires, terms relating to the\nCollateral or any part thereof, when used in relation to a\nGrantor, shall refer to such Grantor's Collateral or the relevant\npart thereof.\n\n          Section 2.  Guaranty.\n                      --------\n          (a)  Guaranty.  (i)  Each Grantor hereby\n               --------\nunconditionally and irrevocably guarantees to the Administrative\nAgent, for its benefit and the benefit of the Lenders, the\nIssuing Banks, the Arranger and the Syndication Agents, the full\nand prompt payment when due, whether at maturity or earlier, by\nreason of acceleration, mandatory prepayment or otherwise, and in\naccordance with the terms and conditions of the Credit Agreement,\nof all of the Obligations, whether or not from time to time\nreduced or extinguished or hereafter increased or incurred,\nwhether or not recovery may be or hereafter may become barred by\nany statute of limitations, and whether enforceable or\nunenforceable as against the Borrower, now or hereafter existing,\nor due or to become due (all such indebtedness, liabilities and\nobligations being hereinafter collectively referred to as the\n\"Guaranteed Obligations\").\n ----------------------\n\n          (b)  No Subrogation.  Notwithstanding anything to the\n               --------------\ncontrary in this Agreement, each Grantor hereby irrevocably\nwaives all rights which may have arisen in connection with this\nAgreement to be subrogated to any of the rights (whether\ncontractual, under the Bankruptcy Code, including Section 509\n                                                  -----------\nthereof, under common law or otherwise) of the Administrative\nAgent, the Lenders, the Issuing Banks, the Arranger or the\nSyndication Agents against the Borrower or against any collateral\nsecurity or guarantee or right of offset held by such Person for\nthe payment of the Obligations.  Each Grantor hereby further\nirrevocably waives all contractual, common law, statutory or\nother rights of reimbursement, contribution, exoneration or\nindemnity (or any similar right) from or against the Borrower or\nany other Person which may have arisen in connection with this\nAgreement.  So long as the Guaranteed Obligations remain\noutstanding, if any amount shall be paid by or on behalf of the\nBorrower to any Grantor on account of any of the rights waived in\nthis paragraph, such amount shall be held by such Grantor in\ntrust, segregated from other funds of such Grantor, and shall,\nforthwith upon receipt by such Grantor, be turned over to the\nAdministrative Agent in the exact form received by such Grantor\n(duly indorsed by such Grantor to the Administrative Agent, if\nrequired), to be applied against the Obligations as provided\nherein.  The provisions of this paragraph shall survive the term\nof this Agreement and the payment in full of the Obligations and\nthe termination of the commitments of the Lenders to extend\ncredit under the Credit Agreement.\n\n          (c)  Waivers; Other Agreements.\n               -------------------------\n               \n               (i)  Subject to the terms hereof and of the Credit\n     Agreement, the Administrative Agent is hereby authorized,\n     without notice to or demand upon any Grantor, which notice\n     or demand is expressly waived hereby, and without\n     discharging or otherwise affecting the obligations of any\n     Grantor hereunder (which shall remain absolute and\n====================================================================\n                           -5-\n     \n     unconditional notwithstanding any such action or omission to\n     act), from time to time, to:\n\n\n                         (A)  supplement, renew, extend,\n          accelerate or otherwise change the time for payment of,\n          or other terms relating to, the Guaranteed Obligations,\n          or otherwise modify, amend or change the terms of any\n          promissory note or other agreement, document or\n          instrument (including the Credit Agreement and the\n          other Loan Documents) now or hereafter executed by the\n          Borrower and delivered to the Administrative Agent,\n          including, without limitation, any increase or decrease\n          of the rate of interest thereon;\n\n                         (B)  waive or otherwise consent to\n          noncompliance with any provision of any instrument\n          evidencing the Guaranteed Obligations, or any part\n          thereof, or any other instrument or agreement in\n          respect of the Guaranteed Obligations (including the\n          Credit Agreement and the other Loan Documents) now or\n          hereafter executed by the Borrower and delivered to the\n          Administrative Agent;\n                         \n                         \n                         (C)  accept partial payments on the\n          Guaranteed Obligations;\n                         \n                         \n                         (D)  receive, take and hold additional\n          security or collateral for the payment of the\n          Guaranteed Obligations, or for the payment of any other\n          guaranties of the Guaranteed Obligations or other\n          liabilities of the Borrower, and exchange, enforce,\n          waive, substitute, liquidate, terminate, abandon, fail\n          to perfect, subordinate, transfer, otherwise alter and\n          release any such additional security or collateral;\n\n                         (E)  apply any and all such security or\n          collateral and direct the order or manner of sale\n          thereof as the Administrative Agent may determine in\n          its sole discretion;\n\n                         (F)  settle, release, compromise,\n          collect or otherwise liquidate the Guaranteed\n          Obligations or accept, substitute, release, exchange or\n          otherwise alter, affect or impair any security or\n          collateral for the Guaranteed Obligations or any other\n          guaranty therefor, in any manner;\n\n                         (G)  add, release or substitute any one\n          or more other guarantors, makers or endorsers of the\n          Guaranteed Obligations and otherwise deal with the\n          Borrower or any other guarantor, maker or endorser as\n          the Administrative Agent may elect in its sole\n          discretion;\n\n                         (H)  apply any and all payments or\n          recoveries from the Borrower, from any other guarantor,\n          maker or endorser of the Guaranteed Obligations or from\n          any Grantor to the Guaranteed Obligations to the\n          Obligations in such order as provided in Section\n                                                   -------\n          2.05(b) of the Credit Agreement, whether such\n          -------\n          Guaranteed Obligations are secured or unsecured or\n          guaranteed or not guaranteed by others;\n\n=======================================================================\n                                -6-\n                         \n                         (I)  apply any and all payments or\n          recoveries from any Grantor or any other guarantor,\n          maker or endorser of the Guaranteed Obligations or sums\n          realized from security furnished by any of them upon\n          any of their indebtedness or obligations to the\n          Administrative Agent as the Administrative Agent in its\n          sole discretion, may determine, whether or not such\n          indebtedness or obligations relate to the Guaranteed\n          Obligations; and\n\n                         (J)  refund at any time, at the\n          Administrative Agent's sole discretion, any payment\n          received by the Administrative Agent in respect of any\n          Guaranteed Obligations, and payment to the\n          Administrative Agent of the amount so refunded shall be\n          fully guaranteed hereby even though prior thereto this\n          Agreement shall have been cancelled or surrendered (or\n          any release or termination of any collateral by virtue\n          thereof) by the Administrative Agent, and such prior\n          cancellation or surrender shall not diminish, release,\n          discharge, impair or otherwise affect the obligations\n          of any Grantor hereunder in respect of the amount so\n          refunded (and any collateral so released or terminated\n          shall be reinstated with respect to such obligations);\n\n     even if any right of reimbursement or subrogation or other\n     right or remedy of any Grantor is extinguished, affected or\n     impaired by any of the foregoing (including, without\n     limitation, any election of remedies by reason of any\n     judicial, non-judicial or other proceeding in respect of the\n     Guaranteed Obligations which impairs any subrogation,\n     reimbursement or other right of such Grantor).\n\n               \n               (ii)  Each Grantor hereby waives:\n                    \n                    \n                    (A)  any requirements of diligence or\n          promptness on the part of the Administrative Agent;\n\n                    \n                    \n                    (B)  presentment, demand for payment or\n          performance and protest and notice of protest with\n          respect to the Guaranteed Obligations;\n                    \n                    \n                    (C)  notices (I) of nonperformance, (II) of\n          acceptance of this Agreement, (III) of default in\n          respect of the Guaranteed Obligations, (IV) of the\n          existence, creation or incurrence of new or additional\n          indebtedness, arising either from additional loans\n          extended to the Borrower or otherwise, (V) that the\n          principal amount, or any portion thereof, and\/or any\n          interest on any instrument or document evidencing all\n          or any part of the Guaranteed Obligations is due, (VI)\n          of any and all proceedings to collect from the\n          Borrower, any endorser or any other guarantor of all or\n          any part of the Guaranteed Obligations, or from anyone\n          else, and (VII) of exchange, sale, surrender or other\n          handling of any security or collateral given to the\n          Administrative Agent to secure payment of the\n          Guaranteed Obligations or any guaranty therefor;\n\n                    \n                    \n                    (D)  any right to require the Administrative\n          Agent to (I) proceed first against the Borrower, or any\n          other person whatsoever, (II) proceed against or\n          exhaust any security given to or held by the\n          Administrative Agent in connection with the Guaranteed\n=====================================================================\n                             -7-\n          Obligations, or (III) pursue any other remedy in the\n          Administrative Agent's power whatsoever;\n\n                    \n                    \n                    (E)  any defense arising by reason of (I) any\n          disability or other defense of the Borrower, (II) the\n          cessation from any cause whatsoever of the liability of\n          the Borrower, (III) any act or omission of the\n          Administrative Agent or others which directly or\n          indirectly, by operation of law or otherwise, results\n          in or aids the discharge or release of the Borrower or\n          any security given to or held by the Administrative\n          Agent in connection with the Guaranteed Obligations;\n\n                    \n                    \n                    (F)  any and all other suretyship defenses\n          under applicable law; and\n\n                    \n                    \n                    (G)  the benefit of any statute of\n          limitations affecting the Guaranteed Obligations or\n          such Grantor's liability hereunder or the enforcement\n          hereof.\n     \n     In connection with the foregoing, each Grantor covenants\n     that this Agreement shall not be discharged, except by\n     complete performance of the obligations contained herein.\n\n               \n               (iii)  Each Grantor hereby assumes responsibility\n     for keeping itself informed of the financial condition of\n     the Borrower, of any and all endorsers and\/or other\n     guarantors of any instrument or document evidencing all or\n     any part of the Guaranteed Obligations and of all other\n     circumstances bearing upon the risk of nonpayment of the\n     Guaranteed Obligations or any part thereof that diligent\n     inquiry would reveal and each Grantor hereby agrees that the\n     Administrative Agent shall not have any duty to advise any\n     Grantor of information known to the Administrative Agent\n     regarding such condition or any such circumstances.\n\n               (iv)  Each Grantor hereby agrees that any\n     indebtedness of the Borrower now or hereafter owing to such\n     Grantor is hereby subordinated to all of the Guaranteed\n     Obligations, whether heretofore, now or hereafter created\n     (the \"Subordinated Debt\"), and that without the prior\n           -----------------\n     consent of the Administrative Agent, the Subordinated Debt\n     shall not be paid in whole or in part until the Guaranteed\n     Obligations have been paid in full, the commitments of the\n     Lenders to extend credit under the Credit Agreement have\n     been terminated, no Letters of Credit are outstanding and\n     the Credit Agreement has been terminated and is of no\n     further force or effect, except that payments of principal\n     and interest on the Subordinated Debt shall be permitted so\n     long as no Potential Event of Default or Event of Default\n     shall have occurred and be continuing to the extent such\n     payments would not render the Borrower incapable of\n     performing the Guaranteed Obligations.  No Grantor will\n     accept any payment of or on account of any Subordinated Debt\n     at any time in contravention of the foregoing.  At the\n     request of the Administrative Agent, the Borrower shall pay\n     to the Administrative Agent all or any part of the\n     Subordinated Debt and any amount so paid to the\n     Administrative Agent shall be applied to payment of the\n     Guaranteed Obligations.  Each payment on the Subordinated\n     Debt received in violation of any of the provisions hereof\n     shall be deemed to have been received by the relevant\n     Grantor as trustee for the Administrative Agent and shall be\n     paid over to the Administrative Agent immediately on account\n     of the Guaranteed Obligations, but without otherwise\n====================================================================\n                            -8-\n     affecting in any manner such Grantor's liability under any\n     of the provisions of this Agreement.  Each Grantor agrees to\n     file all claims against the Borrower in any bankruptcy or\n     other proceeding in which the filing of claims is required\n     by law in respect of any Subordinated Debt, and the\n     Administrative Agent shall be entitled to all of such\n     Grantor's right thereunder.  If for any reason the relevant\n     Grantor fails to file such claim at least thirty (30) days\n     prior to the last date on which such claim should be filed,\n     the Administrative Agent, as such Grantor's\n     attorney-in-fact, is hereby authorized to do so in such\n     Grantor's name or, in the Administrative Agent's discretion,\n     to assign such claim to and cause proof of claim to be filed\n     in the name of the Administrative Agent or its nominee.  In\n     all such cases, whether in administration, bankruptcy or\n     otherwise, the person or persons authorized to pay such\n     claim shall pay to the Administrative Agent the full amount\n     payable on the claim in the proceeding, and, to the full\n     extent necessary for that purpose, each Grantor hereby\n     assigns to the Administrative Agent all such Grantor's\n     rights to any payments or distributions to which such\n     Grantor otherwise would be entitled.  If the amount so paid\n     is greater than such Grantor's liability hereunder, the\n     Administrative Agent will pay the excess amount to the party\n     entitled thereto.  In addition, each Grantor hereby appoints\n     the Administrative Agent as its attorney-in-fact to exercise\n     all of such Grantor's voting rights in connection with any\n     bankruptcy proceeding or any plan for the reorganization of\n     the Borrower.\n\n               (v)  Each Grantor shall comply with all covenants\n     applicable to it under the Credit Agreement and shall\n     otherwise take no action which will cause an Event of\n     Default or Potential Event of Default under the Credit\n     Agreement.  Each Grantor shall also cause the Borrower to\n     comply with all covenants applicable to the Borrower under\n     the Credit Agreement.\n\n          \n          (d)  Guarantee Absolute and Unconditional.  Each\n               ------------------------------------\nGrantor hereby agrees that its obligations under this Agreement\nare absolute and unconditional and shall not be discharged or\notherwise affected as a result of:\n\n\n               (i)  the invalidity or unenforceability of any\n     security for or other guaranty of the Guaranteed Obligations\n     or of any promissory note or other document (including,\n     without limitation, the Credit Agreement) evidencing all or\n     any part of the Guaranteed Obligations, or the lack of\n     perfection or continuing perfection or failure of priority\n     of any security for the Guaranteed Obligations or any other\n     guaranty therefor;\n\n               \n               (ii)  the absence of any attempt to collect the\n     Guaranteed Obligations from the Borrower or any other\n     guarantor or other action to enforce the same;\n\n               \n               (iii)  failure by the Administrative Agent to take\n     any steps to perfect and maintain any security interest in,\n     or to preserve any rights to, any security or collateral for\n     the Guaranteed Obligations or any other guaranty therefor;\n\n               \n               (iv)  the Administrative Agent's election, in any\n     proceeding instituted under Chapter 11 of Title 11 of the\n                                   s\n     United States Code (11 U.S.C. s 101 et seq.) (the\n=====================================================================\n                                   -9-\n     \"Bankruptcy Code\"), of the application of Section 1111(b)(2)\n      ---------------                          ------------------\n     of the Bankruptcy Code;\n               \n               (v)  any borrowing or grant of a security interest\n     by the Borrower, as debtor-in-possession, or extension of\n     credit, under Section 364 of the Bankruptcy Code;\n                   -----------\n               \n               (vi)  the disallowance, under Section 502 of the\n                                             -----------\n     Bankruptcy Code, of all or any portion of the Administrative\n     Agent's claim(s) for repayment of the Guaranteed\n     Obligations;\n\n               (vii)  any use of cash collateral under Section\n                                                       -------\n     363 of the Bankruptcy Code;\n     ---\n\n               (viii)  any agreement or stipulation as to the\n     provision of adequate protection in any bankruptcy\n     proceeding;\n\n               (ix)  the avoidance of any lien in favor of the\n     Administrative Agent for any reason;\n\n               (x)  any bankruptcy, insolvency, reorganization,\n     arrangement, readjustment of debt, liquidation or\n     dissolution proceeding commenced by or against the Borrower,\n     any Grantor or any other guarantor, maker or endorser,\n     including without limitation, any discharge of, or bar or\n     stay against collecting, all or any of the Guaranteed\n     Obligations (or any interest thereon) in or as a result of\n     any such proceeding;\n\n               (xi)  failure by the Administrative Agent to file\n     or enforce a claim against the Borrower or its estate in any\n     bankruptcy or insolvency case or proceeding;\n\n               (xii)  any action taken by the Administrative\n     Agent that is authorized by this Agreement;\n\n               (xiii)  any election by the Administrative Agent\n     under Section 9-501(4) of the Uniform Commercial Code as\n           ----------------\n     enacted in any relevant jurisdiction as to any security for\n     the Guaranteed Obligations or any guaranty of the Guaranteed\n     Obligations; or\n\n               (xiv)  any other circumstance which might\n     otherwise constitute a legal or equitable discharge or\n     defense of a guarantor.\n\n          (e)  Reinstatement.  Each Grantor further agrees that,\n               -------------\nif any payment made by the Borrower or any other person and\napplied to the Guaranteed Obligations is at any time annulled,\nset aside, rescinded, invalidated, declared to be fraudulent or\npreferential or otherwise required to be refunded or repaid, or\nthe proceeds of any Collateral are required to be returned by the\nAdministrative Agent, any of the Lenders, any Issuing Bank, the\nArranger or either Syndication Agent to the Borrower, its estate,\ntrustee, receiver or any other party, including, without\nlimitation, any Grantor, under any bankruptcy law, state or\nfederal law, common law or equitable cause, then, to the extent\nof such payment or repayment, each Grantor's liability hereunder\n===================================================================\n                             -10-\n\n(and any lien, security interest or other collateral securing\nsuch liability) shall be and remain in full force and effect, as\nfully as if such payment had never been made, or, if prior\nthereto this Agreement shall have been cancelled or surrendered\n(and if any lien, security interest or other collateral securing\nany Grantor's liability hereunder shall have been released or\nterminated by virtue of such cancellation or surrender), this\nAgreement (and such lien, security interest or other collateral)\nshall be reinstated in full force and effect, and such prior\ncancellation or surrender shall not diminish, release, discharge,\nimpair or otherwise affect the obligations of any Grantor in\nrespect of the amount of such payment (or any lien, security\ninterest or other collateral securing such obligation).\n\n          (f) Payment. Each Grantor further agrees to pay all\n              -------\ncosts and expenses upon demand including, without limitation, all\ncourt costs and reasonable attorneys' fees and expenses paid or\nincurred by the Administrative Agent (i) in endeavoring to\ncollect all or any part of the Guaranteed Obligations after the\nsame become due and owing from, or in prosecuting any action\nagainst, any Grantor or any other guarantor of all or any part of\nthe Guaranteed Obligations or (ii) in endeavoring to realize upon\n(whether by judicial, non-judicial or other proceedings) any\nCollateral or any other collateral securing any Grantor's\nliabilities under this Agreement.\n\n          \n          Section 3.  Grant of Security.  To secure the prompt\n                      -----------------\nand complete payment, observance and performance when due\n(whether at the stated maturity, by acceleration or otherwise) of\nall the Guaranteed Obligations and all other obligations of any\nGrantor, each Grantor hereby assigns and pledges to the\nAdministrative Agent, and hereby grants to the Administrative\nAgent, for its benefit and the benefit of the Lenders, the\nIssuing Banks, the Arranger and the Syndication Agents, a\nsecurity interest in, all of its right, title and interest in and\nto the following, whether now owned or existing or hereafter\narising or acquired and wheresoever located (collectively, the\n\"Collateral\"):\n ----------\n\n          (a)  all Accounts;\n          \n          (b)  all Equipment;\n          \n          (c)  all General Intangibles;\n          \n          (d)  all Inventory;\n          \n          (e)  all Chattel Paper, Instruments, Investment\nProperty and Documents; and\n          \n          (f)  all Other Property;\n\ntogether, in each instance, with all accessions and additions\nthereto, substitutions therefor, and replacements, proceeds and\nproducts thereof; provided, however, that the foregoing grant of\n                  -----------------\na security interest shall not include a security interest in any\nlease and any property subject to an enforceable lease which by\nits terms expressly prohibits the right of the Grantor to grant a\nsecurity interest in such lease or property.  Each Grantor agrees\nto use its commercially reasonable efforts to ensure that no\nfuture lease contains any restrictions on such Grantor's right to\ngrant a security interest in any equipment placed on the leased\npremises.\n================================================================\n                             -11-\n          \n          Section 4.  Representations and Warranties.\n                      -------------------------------\n          (a)  Credit Agreement.  Each Grantor hereby represents\n               ----------------\nand warrants to the Administrative Agent that each representation\nand warranty made by Borrower in Article V of the Credit\n                                 ---------\nAgreement applicable to such Grantor is true and correct, which\nrepresentations and warranties (except such representations and\nwarranties which are expressly made as of a different date) shall\nsurvive the execution and delivery of this Agreement, and shall,\nexcept to the extent that the same have been modified by a\nwriting delivered to and accepted in writing by the\nAdministrative Agent, and, other than with respect to changes\npermitted or contemplated by the Credit Agreement, continue to be\ntrue and correct on the date of each Loan, and on the date of\nissuance of each Letter of Credit.\n\n          \n          (b)  Perfected First Priority Liens.  This Agreement\n               ------------------------------\ncreates a valid security interest in the Collateral (other than\nthe Pledged Collateral), securing the payment of the Guaranteed\nObligations, and all filings and other actions necessary or\ndesirable to perfect such security interest under the Uniform\nCommercial Code as enacted in each relevant jurisdiction have\nbeen duly taken or will be duly taken not later than five\nBusiness Days after the date hereof (all such actions being the\nfiling of financing statements in the filing offices listed on\nAnnex III hereto).  The pledge and delivery of the Pledged\n---------\nCollateral pursuant to this Agreement and all other filings and\nother actions taken by any Grantor to perfect such security\ninterest prior to the date hereof, create a valid and perfected\nfirst priority security interest in the Pledged Collateral,\nsecuring the payment of the Guaranteed Obligations except for\nPledged Collateral consisting of checks and drafts received in\nthe ordinary course of business with respect to which the\nAdministrative Agent has not at any time requested possession and\nwhich are not a material portion of the Personal Property\nCollateral, either singly or in the aggregate.\n\n          (c) Equipment; Chief Executive Office.   As of the date\n              ---------------------------------\nof this Agreement, the locations listed on Annex II to this\n                                           --------\nAgreement constitute all locations at which its Inventory (other\nthan raw materials and work in process) or Equipment is located,\nexcept for (i) Inventory or Equipment temporarily in transit from\none location listed on such Annex to another location listed on\nsuch Annex or (ii) Inventory or Equipment in transit with common\nor other carriers to a location listed on such Annex.  As of the\ndate of this Agreement, the chief place of business and chief\nexecutive office of each Grantor are located at the address first\nspecified in the preamble hereto for such Grantor.\n\n          \n          (d)  Title; No Other Liens.  Each Grantor also\n               ---------------------\nrepresents and warrants as follows:\n\n          (i)  Each Grantor is the legal and beneficial owner of\n     the Collateral free and clear of all liens, security inter\n     ests or other encumbrances, except (other than in respect of\n     Pledged Collateral described in (iii) below) as expressly\n     permitted by Section 8.02(b)  of the Credit Agreement.  For\n                  ---------------\n     the past five years, each Grantor has conducted business\n     only under its own corporate name and not under any trade\n     name or other name.\n=================================================================\n                             -12-\n\n          (ii)  Each Grantor has exclusive possession and control\n     of the Inventory (other than raw materials and work in\n     process) and Equipment, except for (A) Inventory and\n     Equipment in the possession and control of such Grantor's\n     lessees and licensees under written lease and license\n     agreements entered into in the ordinary course of business\n     and consistent with past practice and (B) Inventory and\n     Equipment in transit with common or other carriers.\n\n          \n          (iii)  The Pledged Shares have been duly authorized and\n     validly issued and are fully paid and non-assessable.  The\n     Pledged Debt of each Grantor's Subsidiaries (if any), and,\n     to the best of each Grantor's knowledge, all other Pledged\n     Debt, has been duly authorized, issued and delivered, and is\n     the legal, valid, binding and enforceable obligation of the\n     issuers thereof.\n\n          (iv)  The Pledged Shares indicated on Annex I-A hereto\n                                                ---------\n     constitute all of the shares held by each Grantor of the\n     respective issuers thereof and constitute 65% of all of the\n     shares of stock of the respective issuers who are Foreign\n     Subsidiaries.  The Pledged Shares and the Pledged Debt\n     constitute all of the Pledged Collateral except for Pledged\n     Collateral consisting of checks and drafts received in the\n     ordinary course of business and with respect to which the\n     Administrative Agent has not at any time requested\n     possession and which are not a material portion of the\n     Collateral under this Agreement (the \"Personal Property\n                                           -----------------\n     Collateral\"), either singly or in the aggregate.\n     ----------\n          \n          (v)  Other than filings with the United States Patent\n     and Trademark Office, filings and registrations with the\n     United States Copyright Office and filings under the Uniform\n     Commercial Code in effect in each relevant jurisdiction, no\n     authorization, approval or other action by, and no notice to\n     or filing with, any federal, state or local governmental\n     authority in the United States that have not already been\n     taken or made and which are in full force and effect, is\n     required (A) for the pledge by each Grantor of the Pledged\n     Collateral or for the grant by each Grantor of the security\n     interest in the Collateral granted hereby or for the\n     execution, delivery or performance of this Agreement by such\n     Grantor, (B) for the exercise by the Administrative Agent of\n     the voting or other rights provided in this Agreement with\n     respect to the Pledged Collateral or the remedies in respect\n     of the Pledged Collateral pursuant to this Agreement (except\n     as may be required in connection with the disposition\n     thereof by laws affecting the offering and sale of\n     securities generally), or (C) for the exercise by the\n     Administrative Agent of any of its other rights or remedies\n     hereunder.\n\n          (e)  Accounts.  (i)  No amount payable to any Grantor\n               --------\nunder or in connection with any Account is evidenced by any\n\"instrument\" or \"chattel paper\", as such terms are defined in the\nUCC, which has not been delivered to the Administrative Agent.\n\n          \n          (ii)  The amounts represented by any Grantor to the\n     Lenders from time to time as owing to such Grantor in\n     respect of the Accounts will at such times be accurate.\n\n          \n          Section 5.  Covenants.  Each Grantor covenants and\n                      ---------\nagrees with the Administrative Agent and the Lenders that, from\nand after the date of this Agreement until the Obligations shall\n==================================================================\n                           -13-\n\nhave been paid in full, no Letter of Credit shall be outstanding\nand the Commitments shall have terminated:\n\n          (a)  Pledged Collateral.\n               ------------------\n               \n               (i) All certificates, notes and other instruments\n     representing or evidencing the Pledged Shares or the Pledged\n     Debt and all other instruments now owned or at anytime\n     hereafter acquired by any Grantor other than any Excluded\n     Notes (collectively, the \"Pledged Collateral\") shall be\n                               ------------------\n     delivered to and held by or on behalf of the Administrative\n     Agent pursuant hereto (except as otherwise provided in the\n     last sentence of Section 4(b) hereof) and shall be in\n                      ------------\n     suitable form for transfer by delivery, or shall be\n     accompanied by duly executed instruments of transfer or\n     assignments in blank, all in form and substance satisfactory\n     to the Administrative Agent.  Upon the occurrence and during\n     the continuance of an Event of Default, the Administrative\n     Agent shall have the right, at any time in its discretion\n     and without notice to any Grantor, to transfer to or to\n     register in the name of the Administrative Agent or any\n     nominee of the Administrative Agent any or all of the\n     Pledged Collateral, subject only to the revocable rights\n     specified in Section 5(c) hereof.  In addition, upon the\n                  ------------\n     occurrence and during the continuance of an Event of\n     Default, the Administrative Agent shall have the right at\n     any time to exchange certificates or instruments\n     representing or evidencing Pledged Collateral for\n     certificates or instruments of smaller or larger\n     denominations.\n\n\n               (ii)  Each Grantor agrees that it will (A) cause\n     each issuer of the Pledged Shares subject to its control not\n     to issue any stock or other securities in addition to or in\n     substitution for the Pledged Shares issued by such issuer,\n     except to such Grantor or as otherwise permitted under the\n     Credit Agreement, and (B) pledge hereunder, immediately upon\n     its acquisition (directly or indirectly) thereof, any and\n     all additional shares of stock or other securities of each\n     issuer of the Pledged Shares.  Each Grantor hereby\n     authorizes the Administrative Agent to modify this Agreement\n     by amending Annex I to include such additional shares or\n                 -------\n     other securities.\n\n          (b)  Maintenance of Perfected Security Interest;\n               ------------------------------------------\nFurther Assurances.\n------------------\n          (i)  Each Grantor agrees that from time to time, at its\n     own expense, such Grantor will promptly execute and deliver\n     all further instruments and documents, and take all further\n     action, that may be necessary or desirable, or that the\n     Administrative Agent may reasonably request, in order to\n     perfect and protect any security interest granted or\n     purported to be granted hereby or to enable the\n     Administrative Agent to exercise and enforce its rights and\n     remedies hereunder with respect to any Collateral; provided,\n                                                        --------\n     however, that such Grantor shall in no event be required to\n     -------\n     execute any leasehold mortgage with respect to any lease.\n     Without limiting the generality of the foregoing, at the\n     request of the Administrative Agent, each Grantor shall: (A)\n     if an Event of Default shall have occurred and be\n     continuing, mark conspicuously each document included in the\n     Collateral at the request of the Administrative Agent made\n     at any time, and whether or not an Event of Default shall\n     have occurred, mark each of its records pertaining to the\n     Collateral with a legend, in form and substance satisfactory\n     ===============================================================\n                                    -14-\n     \n     to the Administrative Agent, indicating that such document\n     or Collateral is subject to the security interest granted\n     hereby; (B) execute and file such financing or continuation\n     statements, or amendments thereto, and such other\n     instruments or notices, as may be necessary or desirable, or\n     as the Administrative Agent may reasonably request, in order\n     to perfect and preserve the security interests granted or\n     purported to be granted hereby; and (C) in the case of\n     investment property and any other relevant Collateral,\n     taking any actions necessary to enable the Administrative\n     Agent to obtain \"control\" (within the meaning of the\n     applicable Uniform Commercial Code) with respect thereto.\n     Each Grantor shall maintain the security interest created by\n     this Agreement as a perfected security interest and shall\n     defend such security interest against the claims and demands\n     of all Persons whomsoever.\n\n          \n          (ii)  Each Grantor hereby authorizes the Administrative\n     Agent to file one or more financing or continuation\n     statements, and amendments thereto, relative to all or any\n     part of the Collateral without the signature of the relevant\n     Grantor where permitted by law.  A carbon, photographic or\n     other reproduction of this Agreement or any financing\n     statement covering the Collateral or any part thereof shall\n     be sufficient as a financing statement where permitted by\n     law.\n\n          (iii)  Each Grantor shall furnish to the Administrative\n     Agent from time to time statements and schedules further\n     identifying and describing the Collateral and such other\n     reports in connection with the Collateral as the\n     Administrative Agent may request, all in reasonable detail.\n\n          \n          (c)  As to Inventory, Equipment and Accounts.  Each\n               ---------------------------------------\nGrantor shall:\n\n          \n          (i)  Keep the Inventory and Equipment (other than raw\n     materials and work in process and Inventory sold in the\n     ordinary course of business and Equipment sold in accordance\n     with Section 8.02 of the Credit Agreement) at the places\n          ------------\n     specified in Section 4(c) hereof and deliver written notice\n                  ------------\n     to the Administrative Agent at least 30 days prior to\n     establishing any other location at which it reasonably\n     expects to maintain Inventory (other than raw materials and\n     work in process) or Equipment in which jurisdiction all\n     action required by Section 5(c) hereof shall have been taken\n                        ------------\n     with respect to all such Inventory or Equipment, as the case\n     may be, in order to perfect the security interest granted\n     therein under this Agreement.\n\n          \n          (ii)  Maintain or cause to be maintained in good\n     repair, working order and condition, excepting ordinary wear\n     and tear and damage due to casualty, all of the Inventory or\n     Equipment, and make or cause to be made all appropriate\n     repairs, renewals and replacements thereof, to the extent\n     not obsolete and consistent with past practice of the each\n     Grantor, as quickly as practicable after the occurrence of\n     any loss or damage thereto which are necessary or desirable\n     to such end.  Each Grantor shall promptly furnish to the\n     Administrative Agent a statement respecting any material\n     loss or damage as a result of a single occurrence to any of\n     its Inventory or Equipment which has an aggregate fair\n     market value exceeding $250,000.\n=======================================================================\n                                  -15-\n\n          (iii)  No Grantor will, except upon 30 days' prior\n     written notice to the Administrative Agent and delivery to\n     the Administrative Agent of all additional executed\n     financing statements and other documents reasonably\n     requested by the Administrative Agent to maintain the\n     validity, perfection and priority of the security interests\n     provided for herein:\n\n                    (A)  change its jurisdiction of organization\n          or the location of its chief execute office or sole\n          place of business from that referred to in Section 4(c)\n                                                     ------------\n          above.\n\n                    \n                    \n                    (b)  change its name, identity or corporate\n          structure to such an extent that any financing\n          statement filed by the Administrative Agent in\n          connection with this Agreement would become misleading.\n\n          (d)  Additional Shares.  Each Grantor agrees that it\n               -----------------\nwill (i) cause each issuer of the Pledged Shares subject to its\ncontrol not to issue any stock or other securities in addition to\nor in substitution for the Pledged Shares issued by such issuer,\nexcept to such Grantor or as otherwise permitted under the Credit\nAgreement, and (ii) pledge, hereunder, immediately upon its\nacquisition (directly or indirectly) thereof, any and all\nadditional shares of stock or other securities of each issuer of\nthe Pledged Shares; provided that in no event shall the Grantor\nbe required to pledge more than 65% of the shares of any Foreign\nSubsidiary.  Each Grantor hereby authorizes the Administrative\nAgent to modify this Agreement by amending Annex I-A to include\nsuch additional shares or other securities.\n\n          \n          Section 6.  Remedial Provisions.\n                      -------------------\n          (a)  Grantors Remain Liable.  (i)  Anything herein to\n               ----------------------\nthe contrary notwithstanding, each Grantor shall remain liable\nunder the contracts and agreements included in the Collateral to\nthe extent set forth therein to perform its duties and\nobligations thereunder to the same extent as if this Agreement\nhad not been executed, (ii) the exercise by the Administrative\nAgent of any of its rights hereunder shall not release any\nGrantor from any of its duties or obligations under the contracts\nand agreements included in the Collateral (except to the extent\nthat such exercise prevents such Grantor from satisfying such\nduties and obligations), and (iii) the Administrative Agent shall\nnot have any obligation or liability under the contracts and\nagreements included in the Collateral by reason of this\nAgreement, nor shall the Administrative Agent be obligated to\nperform any of the obligations or duties of any Grantor\nthereunder, to make any payment, to make any inquiry as to the\nnature or sufficiency of any payment received by such Grantor or\nthe sufficiency of any performance by any party under any such\ncontract or agreement or to take any action to collect or enforce\nany claim for payment assigned hereunder.\n\n          \n          (b)  As to the Pledged Collateral.\n               ----------------------------\n          \n          (i)  So long as no Event of Default shall have occurred\n     and be continuing:\n\n                         \n                         (A)  Each Grantor and not the\n          Administrative Agent shall be entitled to exercise any\n          and all voting and other rights of consent or approval\n========================================================================\n                              -16-\n          pertaining to the Pledged Collateral or any part\n          thereof for any purpose not inconsistent with the terms\n          of this Agreement or the Credit Agreement; provided,\n                                                     --------\n          however, that no Grantor shall exercise or refrain from\n          -------\n          exercising any such right without the consent of the\n          Administrative Agent if such action or inaction would\n          have a material adverse effect on the value of the\n          Pledged Collateral or the benefits to the\n          Administrative Agent, the Lenders, the Issuing Banks,\n          the Arranger and the Syndication Agents, including,\n          without limitation, the validity, priority or\n          perfection of the security interest granted hereby or\n          the remedies of the Administrative Agent hereunder.\n\n                         \n                         \n                         (B)  Each Grantor and not the\n          Administrative Agent shall be entitled to receive and\n          retain any and all dividends and interest paid in\n          respect of the Pledged Collateral; provided, however,\n                                             --------  -------\n          that any and all\n\n                                   (I)  dividends and interest\n               paid or payable other than in cash in respect of,\n               and instruments and other property received,\n               receivable or otherwise distributed in respect of,\n               or in exchange for, any Pledged Collateral,\n\n                                   (II)  dividends and other\n               distributions paid or payable in cash in respect\n               of any Pledged Collateral consisting of stock of\n               any Subsidiary of any Grantors and dividends and\n               other distributions paid or payable in cash in\n               respect of any other Pledged Collateral, in each\n               case, in connection with a partial or total\n               liquidation or dissolution or in connection with a\n               reduction of capital, capital,surplus or\n               paid-in-surplus, and\n\n                                   \n                                   \n                                   (III)  cash paid, payable or\n               otherwise distributed in respect of principal of,\n               or in redemption of, or in exchange for, any\n               Pledged Collateral,\n\n\n               shall forthwith be delivered to the Administrative\n          Agent, in the case of (I) above, to hold as Pledged\n          Collateral and shall, if received by such Grantor, be\n          received in trust for the benefit of the Administrative\n          Agent, the Lenders, the Issuing Banks, the Arranger and\n          the Syndication Agents, be segregated from the other\n          property or funds of such Grantor, and be forthwith\n          delivered to the Administrative Agent, as Pledged\n          Collateral in the same form as so received (with any\n          necessary indorsement) and, in the case of (II) and\n          (III) above, to the extent required under the terms of\n          the Credit Agreement, shall forthwith be delivered to\n          the Administrative Agent to be applied to the\n          Guaranteed Obligations in such order as provided in\n          Section 2.05(b) of the Credit Agreement.\n          ---------------\n\n                         (C)  The Administrative Agent shall\n          promptly execute and deliver (or cause to be executed\n          and delivered) to any Grantor all such proxies and\n          other instruments as such Grantor may reasonably\n          request for the purpose of enabling such Grantor to\n          exercise the voting and other rights which it is\n====================================================================\n                                   -17-\n          \n          entitled to exercise pursuant to paragraph (A) above\n          and to receive the dividends or interest payments which\n          it is authorized to receive and retain pursuant to\n          paragraph (B) above.\n\n\n          (ii)  Upon the occurrence and during the continuance of\n     an Event of Default and at the Administrative Agent's\n     option:\n\n\n                         (A)  All rights of each Grantor to\n          exercise the voting and other rights of consent or\n          approval which it would otherwise be entitled to\n          exercise pursuant to Section 6(b)(ii)(A) hereof and to\n                               -------------------\n          receive the dividends and interest payments which it\n          would otherwise be authorized to receive and retain\n          pursuant to Section 6(b)(ii)(B) hereof shall cease, and\n                      -------------------\n          all such rights shall thereupon become vested in the\n          Administrative Agent, who shall thereupon have the sole\n          right to exercise such voting and other rights of\n          consent or approval and to receive and hold as Pledged\n          Collateral such dividends and interest payments.\n\n                         \n                         \n                         (B)  All dividends and interest payments\n          which are received by any Grantor contrary to the\n          provisions of paragraph (A) of this Section 6(b)(i(B)\n                                              -----------------\n          hereof shall be received in trust for the benefit of\n          the Administrative Agent, the Lenders, the Issuing\n          Banks, the Arranger and the Syndication Agents and\n          shall be segregated from other funds of such Grantor\n          and shall be forthwith paid over to the Administrative\n          Agent as Pledged Collateral in the same form as so\n          received (with any necessary indorsement).\n\n          \n          (c)  Remedies.  If any Event of Default shall have\n               --------\noccurred and be continuing:\n\n          (i)  The Administrative Agent may exercise in respect\n     of the Collateral, in addition to other rights and remedies\n     provided for herein or otherwise available to it, all the\n     rights and remedies of a secured party upon default under\n     the UCC (whether or not the UCC applies to the affected\n     Collateral) and also may (A) require each Grantor to, and\n     each Grantor hereby agrees that it will at its expense and\n     upon request of the Administrative Agent forthwith, assemble\n     all or any part of the Collateral as directed by the\n     Administrative Agent and make it available to the\n     Administrative Agent at a place to be designated by the\n     Administrative Agent which is reasonably convenient to both\n     parties and (B) without notice except as specified below,\n     sell, lease, assign, grant an option or options to purchase\n     or otherwise dispose of the Collateral or any part thereof\n     in one or more parcels at public or private sale, at any\n     exchange, broker's board or at any of the Administrative\n     Agent's offices or elsewhere, for cash, on credit or for\n     future delivery, and upon such other terms as may be\n     commercially reasonable.  The Administrative Agent may be\n     the purchaser of any or all of the Collateral so sold at any\n     public sale (or, if the Collateral is of a type customarily\n     sold in a recognized market or is of a type which is the\n     subject of widely distributed standard price quotations, at\n     any private sale) and thereafter hold the same, absolutely,\n     free from any right or claim of whatsoever kind.  The\n     Administrative Agent is authorized, at any such sale, if it\n     deems it advisable so to do, to restrict the prospective\n     bidders or purchasers of any of the Pledged Collateral to\n     persons who will represent and agree that they are\n     purchasing for their own account for investment, and not\n     with a view to the distribution or sale of any Pledged\n=====================================================================\n                                  -18-\n     Collateral, and to take such other actions as it may deem\n     appropriate to exempt the offer and sale of the Collateral\n     from any registration requirements of state or federal\n     securities laws (including, if it deems it appropriate,\n     actions to comply with Regulation D of the Securities and\n     Exchange Commission under the Securities Act of 1933, as\n     from time to time amended (the \"Securities Act\")).  To the\n                                     --------------\n     extent permitted by law, each Grantor hereby specifically\n     waives all rights of redemption, stay or appraisal which it\n     has or may have under any rule of law or statute now\n     existing or hereafter in force.  Each Grantor agrees that,\n     to the extent notice of sale shall be required by law, at\n     least ten days' written notice to such Grantor of the time\n     and place of any public sale or the time after which any\n     private sale is to be made shall constitute reasonable\n     notification.  The Administrative Agent shall not be\n     obligated to make any sale of Collateral regardless of\n     notice of sale having been given.  The Administrative Agent\n     may adjourn any public or private sale from time to time by\n     announcement at the time and place fixed therefor, and such\n     sale may, without further notice, be made at the time and\n     place to which it was so adjourned.  In case of any sale of\n     all or any part of the Collateral on credit or for future\n     delivery, the Collateral so sold may be retained by the\n     Administrative Agent until the selling price is paid by the\n     purchaser thereof, but the Administrative Agent shall not\n     incur any liability in case of the failure of such purchaser\n     to take up and pay for the Collateral so sold and, in case\n     of any such failure, such Collateral may again be sold upon\n     like notice.  The Administrative Agent instead of exercising\n     the power of sale herein conferred upon it, may proceed by a\n     suit or suits at law or in equity to foreclose the security\n     interests herein granted and sell the Collateral, or any\n     portion thereof, under a judgment or decree of a court or\n     courts of competent jurisdiction.\n\n          \n          (ii)  Any cash held by the Administrative Agent as\n     Collateral and all cash proceeds received by the\n     Administrative Agent in respect of any sale of, collection\n     from, or other realization upon all or any part of the\n     Collateral may, in the discretion of the Administrative\n     Agent, be held by the Administrative Agent as Collateral\n     for, and\/or then or at any time thereafter applied against\n     (after payment of any amounts payable to the Administrative\n     Agent pursuant to Section 8(b) hereof) in whole or in part\n                       ------------\n     by the Administrative Agent, for the benefit of the\n     Administrative Agent, the Lenders and the Issuing Banks, all\n     or any part of the Guaranteed Obligations in such order as\n     is provided in Section 2.05(b) of the Credit Agreement.  Any\n     surplus of such cash or cash proceeds held by the\n     Administrative Agent and remaining after payment in full of\n     all the Guaranteed Obligations under this Agreement, the\n     expiration or termination of all outstanding Letters of\n     Credit and the termination of the commitments of the Lenders\n     to extend credit under the Credit Agreement shall be\n     promptly paid over to the relevant Grantor or to whomsoever\n     may be lawfully entitled to receive such surplus.\n\n          (iii)  Subject to Section 7.06 of the Credit Agreement,\n     the Administrative Agent shall have the right to make test\n     verifications of the Accounts in any manner and through any\n     medium that it reasonably considers advisable, and the\n     Grantor shall furnish all such assistance and information as\n     the Administrative Agent may require in connection with such\n     test verifications.  Subject to Section 7.06 of the Credit\n     Agreement, at any time and from time to time, upon the\n     Administrative Agent's request and at the expense of the\n     ==============================================================\n                                  -19-\n     \n     Grantor, the Grantor shall cause independent public\n     accountants or others satisfactory to the Administrative\n     Agent to furnish to the Administrative Agent reports showing\n     reconciliations, aging and test verifications of, and trial\n     balances for, the Accounts.\n\n          (iv)  At any time after the occurrence and during the\n     continuance of an Event of Default, the Grantor hereby\n     authorizes the Administrative Agent to collect the Grantor's\n     Accounts.  If required by the Administrative Agent at any\n     time after the occurrence and during the continuance of an\n     Event of Default, any payments of Accounts, when collected\n     by any Grantor, (A) shall be forthwith (and, in any event,\n     within two Business Days) deposited by the Grantor in the\n     exact form received, duly indorsed by such Grantor to the\n     Administrative Agent if required, in a Collateral Account\n     maintained under the sole dominion and control of the\n     Administrative Agent, subject to withdrawal by the\n     Administrative Agent for the account of the Lenders only as\n     provided herein, and (B) until so turned over, shall be held\n     by the Grantor in trust for the Administrative Agent, the\n     Lenders, the Issuing Banks, the Arranger and the Syndication\n     Agents, segregated from other funds of the Grantor.  Each\n     such deposit of proceeds of Accounts shall be accompanied by\n     a report identifying in reasonable detail the nature and\n     source of the payments included in the deposit.\n\n\n          (v)  At the Administrative Agent's request, the Grantor\n     shall deliver to the Administrative Agent all original and\n     other documents (other than register tapes) evidencing, and\n     relating to, the agreements and transactions which gave rise\n     to the Accounts, including, without limitation, all original\n     orders, invoices and shipping receipts.\n\n          \n          (vi)  The Administrative Agent in its own name or in\n     the name of others may at any time after the occurrence and\n     during the continuance of an Event of Default communicate\n     with obligors under the Accounts to verify with them to the\n     Administrative Agent's satisfaction the existence, amount\n     and terms of any Accounts.\n\n          \n          (vii)  Upon the request of the Administrative Agent at\n     any time after the occurrence and during the continuance of\n     an Event of Default, the Grantor shall notify obligors on\n     the Accounts that the Accounts have been assigned to the\n     Administrative Agent for the ratable benefit of the Lenders\n     and that payments in respect thereof shall be made directly\n     to the Administrative Agent.\n\n          (d)  Registration Rights.\n               -------------------\n          \n          (i)  If the Administrative Agent shall determine to\n     exercise its right to sell all or any of the Pledged\n     Collateral pursuant to Section 6(c) hereof, each Grantor\n                            ------------\n     agrees that, upon request of the Administrative Agent, the\n     relevant Grantor will, at its own expense:\n\n                         \n                         \n                         (A)  execute and deliver, and cause each\n          issuer of the Pledged Collateral which is a Subsidiary\n          contemplated to be sold and the directors and officers\n          thereof to execute and deliver, all such instruments\n          and documents, and do or cause to be done all such\n=================================================================\n                                  -20-\n          other acts and things, as may be necessary or, in the\n          opinion of the Administrative Agent, advisable to\n          register such Pledged Collateral under the provisions\n          of the Securities Act, and to cause the registration\n          statement relating thereto to become effective and to\n          remain effective for such period as prospectuses are\n          required by law to be furnished, and to make all\n          amendments and supplements thereto and to the related\n          prospectus which, in the opinion of the Administrative\n          Agent, are necessary or advisable, all in conformity\n          with the requirements of the Securities Act and the\n          rules and regulations of the Securities and Exchange\n          Commission applicable thereto;\n\n                         \n                         \n                         (B)  use its best efforts to qualify the\n          Pledged Collateral under the state securities or \"Blue\n          Sky\" laws and to obtain all necessary approvals of all\n          Governmental Authorities for the sale of the Pledged\n          Collateral, as requested by the Administrative Agent;\n\n                         \n                         \n                         (C)  cause each such issuer to make\n          available to its security holders, as soon as\n          practicable, an earnings statement which will satisfy\n          the provisions of Section 11(a) of the Securities Act;\n                            -------------\n          and\n\n                         (D)  do or cause to be done all such\n          other acts and things as may be necessary to make such\n          sale of the Pledged Collateral or any part thereof\n          valid and binding and in compliance with applicable\n          law.\n\n          \n          (ii)  Determination by the Administrative Agent to\n     exercise its right to sell any or all of the Pledged\n     Collateral pursuant to Section 6(c) hereof without making a\n                            ------------\n     request of the relevant Grantor pursuant to Section 6(d)(i)\n                                                 ---------------\n     hereof shall not by the sole fact of such sale be deemed to\n     be commercially unreasonable.\n\n          \n          (e)  Default, Remedies.\n               -----------------\n          \n          (i)  The obligations of each Grantor hereunder are\n     independent of and separate from the Guaranteed Obligations\n     and the obligations of any other guarantor of the Guaranteed\n     Obligations.  If any of the Guaranteed Obligations are not\n     paid when due, or upon any Event of Default or any default\n     by the Borrower as provided in any other instrument or\n     document evidencing all or any part of the Guaranteed\n     Obligations, the Administrative Agent may, at its sole\n     election, proceed directly and at once, without notice,\n     against such Grantor to collect and recover the full amount\n     or any portion of the Guaranteed Obligations, without first\n     proceeding against the Borrower or any other guarantor of\n     the Guaranteed Obligations, or against any Collateral for\n     the Guaranteed Obligations under this Agreement or otherwise\n     against any Collateral under any other Collateral Documents.\n\n          \n          (ii)  At any time after maturity of the Guaranteed\n     Obligations, the Administrative Agent may, without notice to\n     any Grantor and regardless of the acceptance of any security\n     or collateral for the payment hereof, appropriate and apply\n     toward the payment of the Guaranteed Obligations (A) any\n     indebtedness due or to become due from the Administrative\n====================================================================\n                             -21-\n     Agent to such Grantor and (B) any moneys, credits or other\n     property belonging to such Grantor at any time held by or\n     coming into the possession of the Administrative Agent or\n     any of its affiliates.\n\n          \n          (iii)  Each Grantor hereby authorizes and empowers the\n     Administrative Agent, in its sole discretion, without any\n     notice (except notices required by law to the extent such\n     notice as a matter of law may not be waived) or demand to\n     any Grantor whatsoever and without affecting the liability\n     of any Grantor hereunder, to exercise any right or remedy\n     which the Administrative Agent may have available to it,\n     including but not limited to, foreclosure by one or more\n     judicial or nonjudicial sales, and each Grantor hereby\n     waives any defense to the recovery by the Administrative\n     Agent against such Grantor of any deficiency after such\n     action, notwithstanding any impairment or loss of any right\n     of reimbursement, contribution, subrogation or other right\n     or remedy against the Borrower, or any other guarantor,\n     maker or endorser, or against any security for the\n     Guaranteed Obligations or for any guaranty of the Guaranteed\n     Obligations.  No exercise by the Administrative Agent of,\n     and no omission of the Administrative Agent to exercise, any\n     power or authority recognized herein and no impairment or\n     suspension of any right or remedy of the Administrative\n     Agent against any Grantor, any other guarantor, maker or\n     endorser or any security shall in any way suspend,\n     discharge, release, exonerate or otherwise affect any of\n     such Grantor's obligations hereunder or give to such Grantor\n     any right of recourse against the Administrative Agent, the\n     Lenders or the Issuing Banks.\n\n          \n          (iv)  Each Grantor consents and agrees that the\n     Administrative Agent shall not be under any obligation to\n     make any demand upon or pursue or exhaust any of its rights\n     or remedies against the Borrower or any guarantor or others\n     with respect to the payment of the Guaranteed Obligations,\n     or to pursue or exhaust any of its rights or remedies with\n     respect to any security therefor, or any direct or indirect\n     guaranty thereof or any security for any such guaranty, or\n     to marshal any assets in favor of any Grantor or against or\n     in payment of any or all of the Guaranteed Obligations or to\n     resort to any security or any such guaranty in any\n     particular order, and all of its rights hereunder and under\n     the other Loan Documents shall be cumulative.  Each Grantor\n     hereby agrees to waive, and does hereby absolutely and\n     irrevocably waive and relinquish the benefit and advantage\n     of, and does hereby covenant not to assert against the\n     Administrative Agent any valuation, stay, appraisal,\n     extension or redemption laws now existing or which may\n     hereafter exist which, but for this provision, might be\n     applicable to any sale made under the judgment, order or\n     decree of any court, or privately under the power of sale\n     conferred by this Agreement.  Without limiting the\n     generality of the foregoing, each Grantor hereby agrees that\n     it will not invoke or utilize any law which might cause\n     delay in or impede the enforcement of the rights under this\n     Agreement or any of the other Loan Documents.\n\n          \n          Section 7.  The Administrative Agent.\n                      ------------------------\n          (a)  The Administrative Agent Appointed\n               ----------------------------------\nAttorney-in-Fact.  Each Grantor hereby irrevocably appoints the\n----------------\nAdministrative Agent such Grantor's attorney-in-fact, with full\nauthority in the place and stead of such Grantor and in the name\n=======================================================================\n                              -22-\n\nof such Grantor or otherwise, from time to time in the\nAdministrative Agent's discretion, to take, upon the occurrence\nand during the continuance of an Event of Default, any action and\nto execute any instrument which the Administrative Agent may deem\nnecessary or advisable to accomplish the purposes of this\nAgreement (subject to the rights of the relevant Grantor under\nSection 6(b) hereof), including, without limitation:\n------------\n               \n               (i)  to obtain and adjust insurance required to be\n     paid to the Administrative Agent pursuant to Section 7.05 of\n     the Credit Agreement, with the understanding that all\n     insurance maintained by the Grantor with respect to the\n     Collateral shall (i) provide that no cancellation, material\n     reduction in amount or material change in coverage thereof\n     shall be effective until at least 30 days after receipt by\n     the Administrative Agent of written notice thereof, (ii)\n     name the Administrative Agent as insured party or loss\n     payee, (iii) if reasonably requested by the Administrative\n     Agent, include a breach of warranty clause and (iv) be\n     reasonably satisfactory in all other respects to the\n     Administrative Agent,\n\n               (ii)  to ask, demand, collect, sue for, recover,\n     compromise, receive and give acquittance and receipts for\n     moneys due and to become due under or in respect of any of\n     the Collateral,\n\n               (iii)  to receive, indorse, and collect any drafts\n     or other instruments, documents and chattel paper, in\n     connection with clause (i) above or (ii) above,\n\n               \n               (iv)  to sell or assign any Account upon such\n     terms, for such amount and at such time or times as\n     Administrative Agent deems advisable, to settle, adjust,\n     compromise, extend or renew any Account or to discharge and\n     release any Account,\n\n               (v)  to file any claims or take any action or\n     institute any proceedings which the Administrative Agent may\n     deem necessary or desirable for the collection of any of the\n     Collateral or otherwise to enforce the rights of the\n     Administrative Agent with respect to any of the Collateral,\n     and\n\n               (vi)  to receive, indorse and collect all\n     instruments made payable to any Grantor representing any\n     dividend, interest payment or other distribution in respect\n     of the Pledged Collateral or any part thereof and to give\n     full discharge for the same.\n\n          Nothing set forth in this Section 7 and no exercise by\n                                    ---------\nthe Administrative Agent of the rights and powers granted in this\nSection 7 shall limit or impair any Grantor's rights under\n---------\nSection 6(b) hereof.  Each Grantor hereby ratifies all that said\n------------\nattorneys shall lawfully do or cause to be done by virtue hereof.\nAll powers, authorizations and agencies contained in this\nAgreement are coupled with an interest and shall be irrevocable\nuntil the Obligations are paid in full, no Letters of Credit are\noutstanding and the commitments of the Lenders to extend credit\nunder the Credit Agreement are terminated.\n\n          \n          (b)  The Administrative Agent May Perform.  If any\n               -------------------------------------\nGrantor fails to perform any agreement contained herein, the\nAdministrative Agent, upon written notice to such Grantor if\npracticable, may itself perform, or cause performance of, such\nagreement, and the expenses of the Administrative Agent incurred\n==================================================================\n                            -23-\n\nin connection therewith shall be payable by such Grantor under\nSection 8(a) hereof.\n------------\n\n          (c)  The Administrative Agent's Duties.  The powers\n               ---------------------------------\nconferred on the Administrative Agent hereunder are solely to\nprotect its interest in the Collateral and shall not impose any\nduty upon any of them, in the absence of willful misconduct or\ngross negligence, to exercise any such powers.  Except for the\nsafe custody of any Collateral in its possession and the\naccounting for moneys actually received by it hereunder, the\nAdministrative Agent shall have no duty as to any Collateral.\nThe Administrative Agent shall be deemed to have exercised\nreasonable care in the custody and preservation of the Collateral\nin its possession if the Collateral is accorded treatment\nsubstantially equal to that which the Administrative Agent\naccords its own property, it being understood that the\nAdministrative Agent shall be under no obligation to (i)\nascertain or take action with respect to calls, conversions,\nexchanges, maturities, tenders or other matters relative to any\nPledged Collateral, whether or not the Administrative Agent has\nor is deemed to have knowledge of such matters, or (ii) take any\nnecessary steps to preserve rights against prior parties or any\nother rights pertaining to any Collateral, but may do so at its\noption, and all reasonable expenses incurred in connection\ntherewith shall be for the sole account of the relevant Grantor\nand shall be added to the Guaranteed Obligations.\n\n          Section 8.  Miscellaneous.\n                      -------------\n          (a)  Expenses.  Each Grantor shall upon written demand\n               --------\npay to the Administrative Agent the amount of any and all\nexpenses, including the fees and disbursements of its counsel and\nof any experts and agents, as provided in Section 12.03 of the\n                                          -------------\nCredit Agreement.\n\n          (b)  Amendments, Etc.  No amendment or waiver of any\n               ----------------\nprovision of this Agreement nor consent to any departure by any\nGrantor herefrom shall in any event be effective unless the same\nshall be in writing and signed by the party to be charged\ntherewith, and they waiver or consent shall be effective only in\nthe specific instance and for the specific purpose for which\ngiven.\n\n          (c)  Notices.  All notices and other communications\n               -------\nprovided for hereunder shall be given in the manner set forth in\nthe Credit Agreement and to the address first above written or,\nas to each party, at such other address as may be designated by\nsuch party in a written notice to the other party.\n\n          \n          (d)  Continuing Security Interest; Termination.\n               -----------------------------------------\n          \n          (i)  This Agreement shall create a continuing security\n     interest in the Collateral and shall (A) remain in full\n     force and effect until payment in full of the Guaranteed\n     Obligations, the termination of the commitments of the\n     Lenders to extend credit under the Credit Agreement, the\n     expiration or termination of all Letters of Credit and the\n     termination of the Credit Agreement, (B) be binding upon\n     each Grantor, its successors and assigns and (C) except to\n     the extent that the rights of any transferor or assignor are\n     limited by Section 12.01 (concerning assignments) of the\n                -------------\n====================================================================\n                            \n                            -24-\n     Credit Agreement, inure, together with the rights and\n     remedies of the Administrative Agent hereunder, to the\n     benefit of the Administrative Agent, the Lenders, the\n     Issuing Banks, the Arranger and the Syndication Agents\n     subject to the terms and conditions of the Credit Agreement.\n     Without limiting the generality of the foregoing clause (C),\n     any Lender may assign or otherwise transfer any interest in\n     any Loan owing to such Lender to any other Person, and such\n     other Person shall thereupon become vested with all the\n     benefits in respect thereof granted to the Administrative\n     Agent herein or otherwise, subject, however, to the\n     provisions of Section 12.01 (concerning assignments) of the\n                   -------------\n     Credit Agreement.  Nothing set forth herein or in any other\n     Loan Document is intended or shall be construed to give any\n     Grantor's successors and assigns any right, remedy or claim\n     under, to or in respect of this Agreement, any other Loan\n     Document or any Collateral.  Each Grantor's successors and\n     assigns shall include, without limitation, a receiver,\n     trustee or debtor-in-possession thereof or therefor.\n\n          (ii)  Upon the payment in full of the Guaranteed\n     Obligations, the termination of the commitments of the\n     Lenders to extend credit under the Credit Agreement and the\n     termination of the Credit Agreement, the security interest\n     granted hereby shall terminate and all rights to the\n     Collateral shall revert to the relevant Grantor.  Upon any\n     such termination, the Administrative Agent shall promptly\n     return to the relevant Grantor, at such Grantor's expense,\n     such of the Collateral held by the Administrative Agent as\n     shall not have been sold or otherwise applied pursuant to\n     the terms hereof.  The Administrative Agent will, at such\n     Grantor's expense, execute and deliver to such Grantor such\n     other documents as such Grantor shall reasonably request to\n     evidence such termination.\n\n          (iii)  Upon any release of the Administrative Agent's\n     security interest in any part of the Collateral expressly\n     required to be given by the Administrative Agent pursuant to\n     Section 11.12(c) of the Credit Agreement, the Administrative\n     ----------------\n     Agent shall execute and deliver to each Grantor, at such\n     Grantor's expense, all termination statements, assignments\n     and other documents and instruments as may be necessary or\n     desirable to release fully the security interest in such\n     Collateral granted hereby; provided, however, that (i) the\n                                --------  -------\n     Administrative Agent shall not be required to execute any\n     such documents on terms which, in the Administrative Agent's\n     opinion, would expose the Administrative Agent to liability\n     or create any obligation or entail any consequence other\n     than the release of such security interests without recourse\n     or warranty, and (ii) such release shall not in any manner\n     discharge, affect or impair the Guaranteed Obligations or\n     any security interests, liens or other encumbrances upon (or\n     obligations of such Grantor in respect of) all interests\n     retained by such Grantor, including, without limitation, the\n     proceeds of any sale, all of which shall continue to\n     constitute part of the Collateral.\n\n\n          (e)  Additional Grantors.  Each Subsidiary of the\n               -------------------\nBorrower that is required to become a party to this Agreement\npursuant to Section 7.10 of the Credit Agreement shall become a\n            ------------\nGrantor for all purposes of this Agreement upon execution and\ndelivery by such Subsidiary of an Assumption Agreement in the\nform of Annex IV hereto.\n\n===============================================================\n                              -25-\n\n          (f)  Applicable Law; Severability.  This Agreement\n               ----------------------------\nshall be construed in all respects in accordance with, and\ngoverned by, the laws of the State of New York.  Whenever\npossible, each provision of this Agreement shall be interpreted\nin such a manner as to be effective and valid under applicable\nlaw, but if any provision of this Agreement shall be prohibited\nby or invalid under applicable law, such provision shall be\nineffective only to the extent of such prohibition or invalidity,\nwithout invalidating the remainder of such provisions or the\nremaining provisions of this Agreement.\n\n          (g)  Consent to Jurisdiction and Service of Process;\n               -----------------------------------------------\nWaiver of Jury Trial.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST\nANY PARTY HERETO WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN\nANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE\nOF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,\nEACH PARTY HERETO ACCEPTS, FOR ITSELF IN AND IN CONNECTION WITH\nITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE\nJURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO\nBE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN CONNECTION\nWITH THIS AGREEMENT FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS\nAVAILABLE.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE\nOF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION\nOR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR\nCERTIFIED MAIL, POSTAGE PREPAID, TO ITS NOTICE ADDRESS SPECIFIED\nON THE FIRST PAGE HEREOF, SUCH SERVICE TO BECOME EFFECTIVE TEN\n(10) DAYS AFTER SUCH MAILING.  EACH OF THE GRANTORS AND, BY\nACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT, THE ARRANGER, THE\nSYNDICATION AGENTS AND THE LENDERS, IRREVOCABLY WAIVES (i) TRIAL\nBY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS\nAGREEMENT, AND (ii) ANY OBJECTION (INCLUDING WITHOUT LIMITATION,\nANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF\nFORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE\n--------------------\nBRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS\nAGREEMENT IN ANY JURISDICTION SET FORTH ABOVE.  NOTHING HEREIN\nSHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER\nPERMITTED BY LAW.\n          \n================================================================          \n                          -26-\n\n          IN WITNESS WHEREOF, each Grantor has caused this\nAgreement to be duly executed and delivered by its officer\nthereunto duly authorized as of the day first above written.\n\n                                   \n                                   \n                                   ANNTAYLOR DISTRIBUTION\n                                        SERVICES, INC.\n\n                                   By:\/s\/ Walter J. Parks\n                                     _________________________\n                                   Name:  Walter J. Parks\n                                   Title:  Senior Vice President-\n                                          Chief Financial Officer\n\nAgreed and accepted to as of\nthe date first above written:\nBANK OF AMERICA NATIONAL TRUST AND\nSAVINGS ASSOCIATION, as Administrative Agent\n\nBy: \/s\/ Dietmar Schiel                            \n    -----------------------\nName:   Dietmar Schiel\nTitle:  Vice President\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6710,6846],"corporate_contracts_industries":[9415,9494],"corporate_contracts_types":[9560,9565],"class_list":["post-41338","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-anntaylor-stores-corp","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-retail__clothing","corporate_contracts_types-finance","corporate_contracts_types-finance__guaranty"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41338","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41338"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41338"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41338"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41338"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}