Common use of Concerning the Collateral Clause in Contracts

Concerning the Collateral. (a) The Agent, the Issuing Bank and each of the Lenders authorizes and directs the Agent to enter into the Security Documents for its benefit and the benefit of the Lenders and the Issuing Bank and to perform all obligations of the Agent thereunder, including (without limitation) obligations to release Collateral. Each holder of any Obligations agrees that any action taken by the Required Lenders (or, where required by the express terms of this Agreement, a greater or lesser proportion of the Lenders) in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders (or, where so required, such greater or lesser proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the holders of Obligations. (b) Each Lender hereby agrees that it will, upon request of the Borrower Representative or the Agent, confirm the Agent's authority to release, or direct the Agent to release, any Lien held by the Agent: (i) against all of the Collateral, upon payment in full of the Obligations and expiration or termination of the obligations of the Lenders under this Agreement; (ii) against any part of the Collateral sold or disposed of by a Borrower or any Subsidiary, if such sale or disposition is permitted by and is made in accordance with this Agreement; and against any Collateral which the Agent is required to release pursuant to the Security Documents or applicable law. (c) The Agent shall not be accountable or liable for any release of Collateral which (i) the Agent in good faith believes is required under the Security Documents or any other Loan Document, or (ii) results from any failure to give, or delay in giving, any notice of termination of any rights of the Borrowers pursuant to the Security Documents or any other Loan Document.

Concerning the Collateral. The Company represents, warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Loan and made as of the time of each and every Revolving Loan hereunder) and covenants as follows: (a) The Agentall of the Collateral (i) is owned by it free and clear of all Liens (including any claims of infringement) except those in Laurus' favor and Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a Lien or requiring notice of or consent to the granting of a Lien; (b) it shall not encumber, mortgage, pledge, assign or grant any Lien in any Collateral or any other assets to anyone other than Laurus and except for Permitted Liens; (c) Schedule 7.1(c) lists all banks and other financial institutions at which it maintains deposits and/or other accounts, and such Schedule correctly identifies the name, address and telephone number of each such depository, the Issuing Bank and each name in which the account is held, a description of the Lenders authorizes and directs purpose of the Agent to enter into the Security Documents for its benefit account, and the benefit of complete account number. It shall not establish any depository or other bank account with any financial institution (other than the Lenders and accounts set forth on Schedule 7.1(c)) without Laurus' prior written consent; (d) the Issuing Bank and Liens granted pursuant to perform all obligations of the Agent thereunder, including (without limitation) obligations to release Collateral. Each holder of any Obligations agrees that any action taken by the Required Lenders (or, where required by the express terms of this Agreement, a greater or lesser proportion upon completion of the Lendersfilings and other actions listed on Schedule 7.1(d) (which, in the case of all filings and other documents referred to in said Schedule, have been delivered to Laurus in duly executed form) constitute valid perfected security interests in all of the Collateral in favour of Laurus as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the provisions of this Agreement or the Security Documents, terms hereof against any and the exercise by the Required Lenders (or, where so required, such greater or lesser proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of its creditors and purchasers and such security interest is prior to all other Liens in existence on the holders of Obligations. (b) Each Lender hereby agrees that it will, upon request of the Borrower Representative or the Agent, confirm the Agent's authority to release, or direct the Agent to release, any Lien held by the Agent: (i) against all of the Collateral, upon payment in full of the Obligations and expiration or termination of the obligations of the Lenders under this Agreementdate hereof; (iie) against no effective security agreement, mortgage, deed of trust, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral sold is or disposed will be on file or of record in any public office, except those relating to Permitted Liens; (f) it shall not dispose of any of the Collateral whether by a Borrower sale, lease or otherwise except for the sale of Inventory in the ordinary course of business and for the disposition or transfer in the ordinary course of business during any Subsidiary, if such sale or disposition is permitted by fiscal year of obsolete and is made in accordance with this Agreement; worn-out Equipment having an aggregate fair market value of not more than US$50,000 and against any Collateral which the Agent is required to release pursuant only to the Security Documents or applicable law. (c) The Agent shall not be accountable or liable for any release of Collateral which extent that (i) the Agent in good faith believes proceeds of any such disposition are used to acquire replacement Equipment which is required under the Security Documents subject to Laurus' first priority security interest or any other Loan Documentare used to repay Loans or to pay general corporate expenses, or (ii) results following the occurrence of an Event of Default which continues to exist the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations; (g) it shall defend the right, title and interest of Laurus in and to the Collateral against the claims and demands of all Persons whomsoever, and take such actions, including (i) all actions necessary to grant Laurus "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or electronic Chattel Paper owned by it, with any agreements establishing control to be in form and substance satisfactory to Laurus, (ii) the prompt (but in no event later than five (5) Business Days following Laurus' request therefor) delivery to Laurus of all original Instruments, Chattel Paper, negotiable Documents and certificated Stock owned by it (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank), (iii) notification of Laurus' interest in Collateral at Laurus' request, and (iv) the institution of litigation against third parties as shall be prudent in order to protect and preserve its and/or Laurus' respective and several interests in the Collateral; (h) it shall promptly, and in any event within five (5) Business Days after the same is acquired by it, notify Laurus of any commercial tort claim acquired by it and unless otherwise consented by Laurus, it shall enter into a supplement to this Agreement granting to Laurus a Lien in such commercial tort claim; (i) it shall place notations upon its Books and Records and any of its financial statements to disclose Laurus' Lien in the Collateral; (j) if it retains possession of any Chattel Paper or Instrument with Laurus' consent, upon Laurus' request such Chattel Paper and Instruments shall be marked with the following legend: "This writing and obligations evidenced or secured hereby are subject to the security interest of Laurus Master Fund, Ltd." Notwithstanding the foregoing, upon the reasonable request of Laurus, such Chattel Paper and Instruments shall be delivered to Laurus; (k) it shall perform in a reasonable time all other steps requested by Laurus to create and maintain in Laurus' favor a valid perfected first Lien in all Collateral subject only to Permitted Liens; (l) it shall notify Laurus promptly and in any event within three (3) Business Days after obtaining knowledge thereof (i) of any event or circumstance that, to its knowledge, would cause the Laurus to consider any then existing Account as no longer constituting an Eligible Account; (ii) of any material delay in its performance of any of its obligations to any Account Debtor; (iii) of any assertion by any Account Debtor of any material claims, offsets or counterclaims; (iv) of any material allowances, credits and/or monies granted by it to any Account Debtor; (v) of all material adverse information relating to the financial condition of an Account Debtor; (vi) of any material return of goods; and (vii) of any material loss, damage or destruction of any of the Collateral; (m) (all Eligible Accounts (i) represent complete bona fide transactions which require no further act under any circumstances on its part to make such Accounts payable by the Account Debtors, (ii) are not subject to any present, future contingent offsets or counterclaims, and (iii) do not represent bill and hol▇ ▇▇les, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Affiliate or Subsidiary of the Company. It has not made, nor will it make, any agreement with any Account Debtor for any extension of time for the payment of any Account, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from any failure to giveliability therefor, or delay any deduction therefrom except a discount or allowance for prompt or early payment allowed by it in givingthe ordinary course of its business consistent with historical practice and as previously disclosed to Laurus in writing; (n) it shall keep and maintain its Equipment in good operating condition, except for ordinary wear and tear, and shall make all necessary repairs and replacements thereof so that the value and operating efficiency shall at all times be maintained and preserved. It shall not permit any such items to become a Fixture to real estate or accessions to other personal property; (o) it shall maintain and keep all of its Books and Records concerning the Collateral at its executive offices listed in Schedule 12.27; (p) it shall maintain and keep the tangible Collateral at the addresses listed in Article 29 hereof, , provided, that it may change such locations or open a new location, provided that it provides Laurus at least thirty (30) days prior written notice of termination such changes or new location and (ii) prior to such change or opening of any rights a new location where Collateral having a value of more than US$50,000 will be located, it executes and delivers to Laurus such agreements deemed reasonably necessary or prudent by Laurus, including landlord agreements, mortgagee agreements and warehouse agreements, each in form and substance satisfactory to Laurus, to adequately protect and maintain Laurus' security interest in such Collateral; and (q) it and Laurus have not agreed to postpone the time of attachment of the Borrowers pursuant to security interest granted hereunder which shall attach up the Security Documents or any other Loan Documentexecution of this Agreement and, in the case of Collateral acquired after the date hereof, when the Company has rights therein.

Concerning the Collateral. (a) The AgentBorrower will furnish to the Collateral Agent prompt written notice of any change (i) in any Loan Party's legal name or domicile, (ii) in any Loan Party's identity or corporate structure or (iii) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the Issuing Bank and each of preceding sentence unless all filings under the Lenders authorizes and directs Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to enter into continue at all times following such change to have a valid, legal and perfected Lien on all the Collateral to the extent required by the Security Documents are made or delivered to the Collateral Agent for its benefit and filing. The Borrower also agrees promptly to notify the benefit Collateral Agent if any material portion of the Lenders and the Issuing Bank and to perform all obligations of the Agent thereunder, including (without limitation) obligations to release Collateral. Each holder of any Obligations agrees that any action taken by the Required Lenders (or, where required by the express terms of this Agreement, a greater Collateral is damaged or lesser proportion of the Lenders) in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders (or, where so required, such greater or lesser proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the holders of Obligationsdestroyed. (b) Each Lender hereby agrees that it The Borrower will, upon request each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.l(a), deliver to the Collateral Agent a certificate of an authorized signatory for the Borrower Representative or the Agent, confirm the Agent's authority to release, or direct the Agent to release, any Lien held by the Agent: (i) against all setting forth the information required pursuant to Section A of the Collateral, upon payment Perfection Certificate or confirming that that there has been no change in full such information (except changes specified in such certificate) since the date of the Obligations and expiration Perfection Certificate delivered on the Closing Date or termination the date of the obligations of the Lenders under most recent certificate delivered pursuant to this Agreement; Section 5.9 and (ii) against any part certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and registrations, containing a description of the Collateral sold have been filed of record in each governmental, municipal or disposed of by a Borrower or any Subsidiary, if such sale or disposition is permitted by and is made other appropriate office in accordance with this Agreement; and against any Collateral which the Agent is required to release each jurisdiction identified pursuant to clause (i) above to the extent contemplated by the Security Documents or applicable lawand necessary to protect and perfect the Liens under the Security Agreement for a period of not less than 18 months after the date of such certificate (except as notified therein with respect to any continuation statements to be filed within such period). (c) If any additional Eligible Subsidiary is formed or acquired, or any Subsidiary becomes an Eligible Subsidiary, after the Closing Date, within ten Business Days after a Responsible Officer obtains knowledge of such event the Borrower will notify the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Eligible Subsidiary and with respect to any Equity Interests in or Indebtedness of such Eligible Subsidiary. (d) The Borrower will, and will cause each other Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and the execution and delivery of additional Deposit Account Control Agreements (as defined in the Security Agreement)), which may be required under any applicable law, or which the Collateral Agent shall not or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be accountable and remain satisfied, all at the expense of the Loan Parties. (e) The Borrower will, if any asset or liable for group of related assets having an aggregate book value of $10,000,000 or more (including any release of real property owned in fee or improvements thereto or any interest therein) are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral which (i) the Agent in good faith believes is required under the Security Agreement that become subject to the Liens of the Security Agreement upon acquisition thereof), notify the Collateral Agent thereof, and, if requested by the Collateral Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the obligations of the Borrower or such Loan Party under the Loan Documents or any and will take, and cause the other Loan DocumentParties to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Lien, including actions described in paragraph (iid) results from any failure to giveof this Section, or delay in giving, any notice of termination of any rights all at the expense of the Borrowers Loan Parties. (f) In the event a Cash Collateral Event shall occur, the Borrower will cause the Net Proceeds thereof to be deposited in a Cash Collateral Account maintained pursuant to (and as defined in) the Security Documents or any other Loan DocumentAgreement at the times and in the amounts (if any) as the Borrower would have been required to prepay the Loans if such Cash Collateral Event were a Prepayment Event.

Concerning the Collateral. (a) The Agent, the Issuing Bank Administrative Agent and each of the Lenders authorizes and directs the Administrative Agent to enter into the Security Documents for its benefit and the benefit of the Lenders and the Issuing Bank and to perform all obligations of the Administrative Agent thereunder, including (without limitation) obligations to release Collateral. Each holder of any Obligations Lender and each Issuing Bank agrees that any action taken by the Required Lenders (or, where required by the express terms of this Agreement, a greater or lesser proportion of the Lenders) in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders (or, where so required, such greater or lesser proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the holders of Obligationseach Lender and Issuing Bank. (b) Each Lender and each Issuing Bank hereby agrees that it will, upon request of the Borrower Representative or the Administrative Agent, confirm the Administrative Agent's authority to release, or direct the Administrative Agent to release, any Lien held by the Administrative Agent: (i) against all of the Collateral, upon payment in full of the Obligations and expiration or termination of the obligations of the Lenders each Lender and Issuing Bank under this Agreement; (ii) against any part of the Collateral sold or disposed of by a the Borrower or any Borrower Subsidiary, if such sale or disposition is permitted by and is made in accordance with this Agreement; and and (iii) against any Collateral which the Administrative Agent is required to release pursuant to the Security Documents or applicable lawDocuments. (c) The Administrative Agent shall not be accountable or liable for any release of Collateral which (i) the Administrative Agent in good faith believes is required under the Security Documents or any other Loan Document, or (ii) results from any failure to give, or delay in giving, any notice of termination of any rights of the Borrowers Borrower pursuant to the Security Documents or any other Loan Document.

Concerning the Collateral. The Company represents, warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Loan and made as of the time of each and every Revolving Loan hereunder) and covenants as follows: (a) The Agentall of the Collateral (i) is owned by it free and clear of all Liens (including any claims of infringement) except those in Laurus' favor and Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a Lien or requiring notice of or consent to the granting of a Lien; (b) it shall not encumber, mortgage, pledge, assign or grant any Lien in any Collateral or any other assets to anyone other than Laurus and except for Permitted Liens; (c) Schedule 7.1(c) lists all banks and other financial institutions at which it maintains deposits and/or other accounts, and such Schedule correctly identifies the name, address and telephone number of each such depository, the Issuing Bank and each name in which the account is held, a description of the Lenders authorizes and directs purpose of the Agent to enter into the Security Documents for its benefit account, and the benefit of complete account number. It shall not establish any depository or other bank account with any financial institution (other than the Lenders and accounts set forth on Schedule 7.1(c)) without Laurus' prior written consent; (d) the Issuing Bank and Liens granted pursuant to perform all obligations of the Agent thereunder, including (without limitation) obligations to release Collateral. Each holder of any Obligations agrees that any action taken by the Required Lenders (or, where required by the express terms of this Agreement, a greater or lesser proportion upon completion of the Lendersfilings and other actions listed on Schedule 7.1(d) (which, in the case of all filings and other documents referred to in said Schedule, have been delivered to Laurus in duly executed form) constitute valid perfected security interests in all of the Collateral in favour of Laurus as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the provisions of this Agreement or the Security Documents, terms hereof against any and the exercise by the Required Lenders (or, where so required, such greater or lesser proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of its creditors and purchasers and such security interest is prior to all other Liens in existence on the holders of Obligations. (b) Each Lender hereby agrees that it will, upon request of the Borrower Representative or the Agent, confirm the Agent's authority to release, or direct the Agent to release, any Lien held by the Agent: (i) against all of the Collateral, upon payment in full of the Obligations and expiration or termination of the obligations of the Lenders under this Agreementdate hereof; (iie) against no effective security agreement, mortgage, deed of trust, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral sold is or disposed will be on file or of record in any public office, except those relating to Permitted Liens; (f) it shall not dispose of any of the Collateral whether by a Borrower sale, lease or otherwise except for the sale of Inventory in the ordinary course of business and for the disposition or transfer in the ordinary course of business during any Subsidiary, if such sale or disposition is permitted by fiscal year of obsolete and is made in accordance with this Agreement; worn-out Equipment having an aggregate fair market value of not more than US$50,000 and against any Collateral which the Agent is required to release pursuant only to the Security Documents or applicable law. (c) The Agent shall not be accountable or liable for any release of Collateral which extent that (i) the Agent in good faith believes proceeds of any such disposition are used to acquire replacement Equipment which is required under the Security Documents subject to Laurus' first priority security interest or any other Loan Documentare used to repay Loans or to pay general corporate expenses, or (ii) results following the occurrence of an Event of Default which continues to exist the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations; (g) it shall defend the right, title and interest of Laurus in and to the Collateral against the claims and demands of all Persons whomsoever, and take such actions, including (i) all actions necessary to grant Laurus "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or electronic Chattel Paper owned by it, with any agreements establishing control to be in form and substance satisfactory to Laurus, (ii) the prompt (but in no event later than five (5) Business Days following Laurus' request therefor) delivery to Laurus of all original Instruments, Chattel Paper, negotiable Documents and certificated Stock owned by it (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank), (iii) notification of Laurus' interest in Collateral at Laurus' request, and (iv) the institution of litigation against third parties as shall be prudent in order to protect and preserve its and/or Laurus' respective and several interests in the Collateral; (h) it shall promptly, and in any event within five (5) Business Days after the same is acquired by it, notify Laurus of any commercial tort claim acquired by it and unless otherwise consented by Laurus, it shall enter into a supplement to this Agreement granting to Laurus a Lien in such commercial tort claim; (i) it shall place notations upon its Books and Records and any of its financial statements to disclose Laurus' Lien in the Collateral; (j) if it retains possession of any Chattel Paper or Instrument with Laurus' consent, upon Laurus' request such Chattel Paper and Instruments shall be marked with the following legend: "This writing and obligations evidenced or secured hereby are subject to the security interest of Laurus Master Fund, Ltd." Notwithstanding the foregoing, upon the reasonable request of Laurus, such Chattel Paper and Instruments shall be delivered to Laurus; (k) it shall perform in a reasonable time all other steps requested by Laurus to create and maintain in Laurus' favor a valid perfected first Lien in all Collateral subject only to Permitted Liens; (l) it shall notify Laurus promptly and in any event within three (3) Business Days after obtaining knowledge thereof (i) of any event or circumstance that, to its knowledge, would cause the Laurus to consider any then existing Account as no longer constituting an Eligible Account; (ii) of any material delay in its performance of any of its obligations to any Account Debtor; (iii) of any assertion by any Account Debtor of any material claims, offsets or counterclaims; (iv) of any material allowances, credits and/or monies granted by it to any Account Debtor; (v) of all material adverse information relating to the financial condition of an Account Debtor; (vi) of any material return of goods; and (vii) of any material loss, damage or destruction of any of the Collateral; (m) (all Eligible Accounts (i) represent complete bona fide transactions which require no further act under any circumstances on its part to make such Accounts payable by the Account Debtors, (ii) are not subject to any present, future contingent offsets or counterclaims, and (iii) do not represent bill and hold sales, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Affiliate or Subsidiary of the Company. It has not made, nor will it make, any agreement with any Account Debtor for any extension of time for the payment of any Account, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from any failure to giveliability therefor, or delay any deduction therefrom except a discount or allowance for prompt or early payment allowed by it in givingthe ordinary course of its business consistent with historical practice and as previously disclosed to Laurus in writing; (n) it shall keep and maintain its Equipment in good operating condition, except for ordinary wear and tear, and shall make all necessary repairs and replacements thereof so that the value and operating efficiency shall at all times be maintained and preserved. It shall not permit any such items to become a Fixture to real estate or accessions to other personal property; (o) it shall maintain and keep all of its Books and Records concerning the Collateral at its executive offices listed in Schedule 12.27; (p) it shall maintain and keep the tangible Collateral at the addresses listed in Article 29 hereof, , provided, that it may change such locations or open a new location, provided that it provides Laurus at least thirty (30) days prior written notice of termination such changes or new location and (ii) prior to such change or opening of any rights a new location where Collateral having a value of more than US$50,000 will be located, it executes and delivers to Laurus such agreements deemed reasonably necessary or prudent by Laurus, including landlord agreements, mortgagee agreements and warehouse agreements, each in form and substance satisfactory to Laurus, to adequately protect and maintain Laurus' security interest in such Collateral; and (q) it and Laurus have not agreed to postpone the time of attachment of the Borrowers pursuant to security interest granted hereunder which shall attach up the Security Documents or any other Loan Documentexecution of this Agreement and, in the case of Collateral acquired after the date hereof, when the Company has rights therein.

Concerning the Collateral. (a) The Agent, Each Bank and the Issuing Bank and each of the Lenders authorizes and directs the Bank of America to act as Agent and to enter into the Security Loan Documents relating to the Collateral for its benefit and the benefit of the Lenders Banks and the Issuing Bank and agrees to perform all obligations of be bound by the Agent thereunder, including (without limitation) obligations to release Collateralterms and conditions thereof as if a party thereto. Each holder of any Obligations Bank and the Issuing Bank agrees that any action taken by the Required Lenders Agent and the Majority Banks (or, where required by the express terms of this Agreementhereof, a greater or lesser different proportion of the LendersBanks) in accordance with the provisions hereof or of this Agreement or the Security other Loan Documents, and the exercise by the Required Lenders Agent and the Majority Banks (or, where so required, such greater or lesser different proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the holders of ObligationsBanks and the Issuing Bank. (b) Each Lender The Issuing Bank and the Banks hereby agrees that it will, upon request of the Borrower Representative or the Agent, confirm the Agent's authority to release, or direct the Agent to release, in accordance with the terms hereof and the terms of the Loan Documents, any Lien held by the Agent for the benefit of the Agent, the Banks and the Issuing Bank under the Loan Documents: (i) against all of the Collateral, upon final and indefeasible payment in full of the Obligations under the Loan Documents and expiration or termination of the obligations of the Lenders under this Agreement;; and (ii) so long as no Default or Event of Default has occurred and is continuing against any part of the Collateral sold or disposed of by a Borrower or any Subsidiary, if of its Subsidiaries to the extent such sale or disposition is a Permitted Sale-Leaseback Transaction or is otherwise permitted by and is made in accordance with this Agreement; and against any Collateral which hereunder. provided, however, that (y) the Agent is required to release pursuant to the Security Documents or applicable law. (c) The Agent shall not be accountable required to execute any such document on terms which, in its opinion, would expose it to liability or liable for create any obligation or entail any consequence other than the release of Collateral which such Liens without recourse or warranty, and (iz) such release shall not in any manner discharge, affect or impair the Agent in good faith believes is required Obligations under the Security Loan Documents or any other Loan DocumentLiens upon (or obligations of the Company or any of its Subsidiaries in respect of) all interests retained by the Company and/or any of its Subsidiaries, or including (iiwithout limitation) results from any failure to give, or delay in giving, any notice of termination the proceeds of any rights sale, all of which shall continue to constitute part of the Borrowers pursuant to the Security Documents or any other Loan DocumentCollateral.

Concerning the Collateral. and the Collateral -------------------------------------------- Documents. --------- (a) The Agent, the Issuing Bank Each Lender and each Issuer agrees that (subject to the provisions of the Lenders authorizes and directs the Agent to enter into the Security Documents for its benefit and the benefit of the Lenders and the Issuing Bank and to perform all obligations of the Agent thereunder, including (without limitationIntercreditor Agreement) obligations to release Collateral. Each holder of any Obligations agrees that any action taken by the Required Administrative Agent or the Requisite Lenders (or, where required by the express terms of this Agreement or the Intercreditor Agreement, a greater or lesser different proportion or combination of the Lenders) in accordance with the provisions of this Agreement or of the Security other Loan Documents, and the exercise by the Required Administrative Agent or the Requisite Lenders (or, where so required, such greater or lesser proportiondifferent proportion or combination) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the holders Lenders, Issuers and other Secured Parties. Without limiting the generality of Obligationsthe foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuers with respect to all payments and collections arising in connection herewith and with the Collateral Documents; (ii) execute and deliver the Intercreditor Agreement and each Loan Document and accept delivery of each such agreement delivered by Terra Industries or any of its Subsidiaries; (iii) appoint Citibank as Collateral Agent under the Intercreditor Agreement, to act as collateral agent for the Lenders, the Issuers and the other Secured Parties for purposes of executing and delivering each Collateral Document and the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, the Administrative Agent hereby appoints, authorizes and directs each Lender and Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders and the Issuers for purposes of the perfection of all security interests and Liens with respect to Terra Industries' and its Subsidiaries' respective deposit accounts maintained with, and cash and Cash Equivalents held by, such Lender or such Issuer; (iv) except as provided in the Intercreditor Agreement with respect to the Collateral Agent, manage, supervise and otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents; and (vi) except as may be otherwise specifically restricted by the terms hereof or of the Intercreditor Agreement, or of any other Loan Document, exercise all remedies given to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties and direct the Collateral Agent in accordance with the terms hereof and of the Intercreditor Agreement with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each Lender hereby agrees that it will, upon request of the Borrower Representative or Lenders and the AgentIssuers hereby directs, confirm in accordance with the Agent's authority to releaseterms hereof, or direct the Administrative Agent to releaserelease or instruct the Collateral Agent to release (or, in the case of clause (ii) below, release or subordinate) any Lien held by the AgentCollateral Agent for the benefit of the Lenders and the Issuers: (i) against all of the Collateral, upon termination of the Commitments and payment and satisfaction in full of the all Loans, Reimbursement Obligations and expiration all other Obligations which have matured and which the Administrative Agent has been notified in writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or termination a back-up letter of credit has been issued, in either case on terms satisfactory to the obligations of Administrative Agent and the Lenders under this Agreementapplicable Issuers); (ii) against any assets that are subject to a Lien permitted by Section 8.2(d), (e) or (g); (iii) against any part of the Collateral sold or disposed of by a Borrower or any Subsidiary, Loan Party if such sale or disposition is permitted by and is made in accordance with this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement) or, if not pursuant to such sale or disposition, if such release is consented to by all the Lenders; and and (iv) against any cash collateral to the extent permitted under Section 7.12 or Section 2.9. Each of the Lenders and the Issuers hereby directs the Administrative Agent to instruct the Collateral which the Agent is required to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 10.7 promptly upon the Security Documents or applicable law. (c) The Agent shall not be accountable or liable for any release of Collateral which (i) the Agent in good faith believes is required under the Security Documents or any other Loan Document, or (ii) results from any failure to give, or delay in giving, any notice of termination effectiveness of any rights of the Borrowers pursuant to the Security Documents or any other Loan Documentsuch release.

Concerning the Collateral. (a) The Agent, the Issuing Bank Each Lender and each of the Lenders authorizes and directs the Agent to enter into the Security Documents for its benefit and the benefit of the Lenders and the Issuing Bank and to perform all obligations of the Agent thereunder, including (without limitation) obligations to release Collateral. Each holder of any Obligations Issuer agrees that any action taken by the Required Administrative Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater or lesser proportion of the Lenders) in accordance with the provisions of this Agreement or of the Security other Loan Documents, and the exercise by the Required Administrative Agent or the Requisite Lenders (or, where so required, such greater or lesser proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the holders Lenders, Issuers and other Secured Parties. Without limiting the generality of Obligationsthe foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuers with respect to all payments and collections arising in connection herewith, (ii) act as collateral agent for the Lenders, the Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by this Agreement and all other purposes stated herein, provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender and Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders and the Issuers for purposes of the perfection of all security interests and Liens with respect to the Borrowers' and its Subsidiaries' respective Deposit Accounts maintained with, and cash and Cash Equivalents held by, such Lender or such Issuer, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by this Agreement, and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each Lender hereby agrees that it will, upon request of the Borrower Representative or Lenders and the AgentIssuers hereby directs, confirm in accordance with the Agent's authority to releaseterms hereof, or direct the Administrative Agent to releaserelease (or, in the case of clause (ii) below, release or subordinate) any Lien held by the AgentAdministrative Agent for the benefit of the Lenders and the Issuers against any of the following: (i) against all of the Collateral, upon termination of the Commitments and payment and satisfaction in full of the all Loans, Reimbursement Obligations and expiration or all other Obligations (other than contingent indemnification obligations not then due and payable which survive the repayment of the Loans and termination of the obligations Commitments) that the Administrative Agent has been notified in writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case on terms satisfactory to the Lenders under this Agreement;Administrative Agent and the applicable Issuers); 139 Credit Agreement EXIDE TECHNOLOGIES (ii) against any assets that are subject to a Lien permitted by clause (c) or (d) of Section 8.2 (Liens, Etc.); and (iii) any part of the Collateral sold or disposed of by a Borrower or any Subsidiary, Loan Party if such sale or disposition is permitted by and is made in accordance with this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement; ) or, if not pursuant to such sale or disposition, against Collateral with a book value of up to $1,000,000, if such release is consented to by the Administrative Agent, or any part of the Collateral in excess of such amount, if such release is consented to by the Lenders. Each of the Lenders and against any Collateral which the Issuers hereby directs the Administrative Agent is required to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 12.7 (Concerning the Security Documents or applicable law. (cCollateral) The Agent shall not be accountable or liable for any release of Collateral which (i) promptly upon the Agent in good faith believes is required under the Security Documents or any other Loan Document, or (ii) results from any failure to give, or delay in giving, any notice of termination effectiveness of any rights of the Borrowers pursuant to the Security Documents or any other Loan Documentsuch release.

Concerning the Collateral. (a) The Agent, Agent hereby declares that it will hold the Issuing Bank and each of the Lenders authorizes and directs the Agent to enter into the Security Documents Collateral for its benefit and the benefit of Lenders, subject to, and upon the Lenders terms and the Issuing Bank and to perform all obligations conditions of the Agent thereunder, including (without limitation) obligations to release Collateral. Each holder of any Obligations agrees that any action taken by the Required Lenders (or, where required by the express terms of this Agreement, a greater or lesser proportion of the Lenders) in accordance with the provisions of this Agreement or the Security Loan Documents, for the sole use and the exercise by the Required Lenders (or, where so required, such greater or lesser proportion) benefit of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the holders of ObligationsLenders. (b) Each Lender hereby agrees that it will, upon request Upon discharge of the Borrower Representative indebtedness secured by the Lien or security interest provided for in the AgentCollateral Documents, confirm Agent shall execute and deliver, at Lessee's cost and expense, such satisfaction of mortgage or termination of security interest as may be required. (c) In the Agent's authority event that the Required Lenders shall notify Agent that an event of default under a security instrument has occurred, Agent shall take such action with respect thereto as the Required Lenders may require by written instructions, but Agent shall not be required to releasetake any action not expressly set forth in such written instructions. (d) Agent shall not have any duty or obligation to manage, operate, control, use, sell, dispose of or otherwise deal with the Site or any other part of the Collateral or to otherwise take or refrain from taking any action under, or direct in connection with, the Collateral Documents, except as expressly provided by the terms of this Loan Agreement or as expressly provided in written instructions from the Required Lenders received pursuant to the terms of Section ------- 8.9(c). ------ (e) Except in accordance with written instruction furnished pursuant to Section 8.9(c), and without limiting the generality of Section 8.9(d), Agent -------------- -------------- shall have no duty (i) to see to any recording, filing or depositing of any security instrument or amendment thereof, (ii) to see to any insurance on the Site or to effect or maintain any such insurance, (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral, (iv) to confirm or verify any notices or reports of Borrower other than to furnish (to the extent not otherwise furnished) Lenders with a copy of each notice or report furnished to Agent by Borrower pursuant to a Collateral Document or (v) to inspect the Site at any time or ascertain or inquire as to the performance or observance of Borrower's covenants under any security instrument. (f) In accepting the obligations hereby created, Agent acts solely as Agent hereunder and not in its individual capacity, and all persons, other than Lenders, having any claim against Agent by reason of the transactions contemplated hereby shall look only to the Collateral for payment or satisfaction thereof; provided that the foregoing shall not restrict or limit -------- the right or ability of Agent to releasehold any Notes or Trust Certificates in its individual capacity. (g) If the agency created hereby is determined to be subject to any law limiting the duration of obligations, any Lien held by this agency shall terminate, cease and determine upon the Agentearlier of: (i) against all the assignment, conveyance and transfer by Agent to Lenders of any property then comprising the Collateral, upon payment in full of the Obligations Collateral and expiration or termination of the obligations of the Lenders under this Agreement; (ii) against any part twenty- one years less one day after the death of the Collateral sold or disposed last survivor of by a Borrower or any Subsidiaryall the descendants living on the date of this Loan Agreement of the late ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, if such sale or disposition is permitted by and is made in accordance with this Agreement; and against any Collateral which the Agent is required to release pursuant former United States Ambassador to the Security Documents or applicable lawCourt of St. ▇▇▇▇▇. (c) The Agent shall not be accountable or liable for any release of Collateral which (i) the Agent in good faith believes is required under the Security Documents or any other Loan Document, or (ii) results from any failure to give, or delay in giving, any notice of termination of any rights of the Borrowers pursuant to the Security Documents or any other Loan Document.

Concerning the Collateral. (a) The Each Lender hereby further authorizes the Administrative Agent, on behalf of and for the Issuing Bank benefit of the Lenders, to act hereunder as the secured party with respect to the Collateral, and each Lender agrees to be bound accordingly by the terms and provisions hereof, provided that the Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained herein with respect to the Lien hereof on the Collateral, or (ii) release 142 any of the Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement), in each case without the prior consent of the Requisite Lenders authorizes (or, if required pursuant to section 11.3, all the Lenders); provided, further, however, that, without further written consent or authorization from the Lenders, the Administrative Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which the Requisite Lenders have otherwise consented. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrowers, the Administrative Agent and directs each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder with respect to the Collateral may be exercised solely by the Administrative Agent to enter into the Security Documents for its benefit and the benefit of the Lenders and the Issuing Bank and to perform all obligations of the Agent thereunder, including (without limitation) obligations to release Collateral. Each holder of any Obligations agrees that any action taken by the Required Lenders (or, where required by the express terms of this Agreement, a greater or lesser proportion of the Lenders) in accordance with the provisions of this Agreement or the Security Documentsterms thereof, and (ii) in the exercise event of a foreclosure by the Required Lenders (or, where so required, such greater or lesser proportion) Administrative Agent on any of the powers set forth herein Collateral pursuant to a public or thereinprivate sale, together with such other powers as are reasonably incidental thereto, shall any Lender Party may be authorized and binding upon the purchaser of any or all of such Collateral at any such sale and the holders of Obligations. (b) Each Lender hereby agrees that it will, upon request of the Borrower Representative or the Administrative Agent, confirm the Agent's authority to release, or direct the Agent to release, any Lien held by the Agent: (i) against all of the Collateral, upon payment in full of the Obligations as agent for and expiration or termination of the obligations representative of the Lenders under this Agreement; (iibut not any Lender or Lenders in its or their respective individual capacities unless the Requisite Lenders shall otherwise agree in writing) against shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any part portion of the Collateral sold or disposed at any such public sale, to use and apply any of by the Obligations as a Borrower or any Subsidiary, if such sale or disposition is permitted by and is made in accordance with this Agreement; and against credit on account of the purchase price for any Collateral which payable by the Administrative Agent is required to release pursuant to the Security Documents or applicable lawat such sale. (c) The Agent shall not be accountable or liable for any release of Collateral which (i) the Agent in good faith believes is required under the Security Documents or any other Loan Document, or (ii) results from any failure to give, or delay in giving, any notice of termination of any rights of the Borrowers pursuant to the Security Documents or any other Loan Document.