GUARANTEE AND COLLATERAL AGREEMENT dated as of June 23, 2006, Amended and Restated as of December 6, 2010 among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, the Subsidiaries of TRANSDIGM INC. identified herein, and CREDIT SUISSE AG, as Administrative...

Exhibit 10.2

EXECUTION VERSION

GUARANTEE AND COLLATERAL AGREEMENT

dated as of

June 23, 2006,

Amended and Restated as of December 6, 2010

among

TRANSDIGM INC.,

TRANSDIGM GROUP INCORPORATED,

the Subsidiaries of TRANSDIGM INC. identified herein,

and

CREDIT SUISSE AG,

as Administrative Agent and Collateral Agent

TABLE OF CONTENTS


	Page

ARTICLE I

Definitions

Section 1.01. Credit Agreements		2
Section 1.02. Other Defined Terms		2

ARTICLE II

Guarantee

Section 2.01. Guarantee		10
Section 2.02. Guarantee of Payment		10
Section 2.03. No Limitations, Etc.		10
Section 2.04. Reinstatement		11
Section 2.05. Agreement To Pay; Subrogation		12
Section 2.06. Information		12

ARTICLE III

Pledge of Securities

Section 3.01. Pledge		12
Section 3.02. Delivery of the Pledged Collateral		13
Section 3.03. Representations, Warranties and Covenants		13
Section 3.04. Certification of Limited Liability Company Interests and Limited Partnership Interests		14
Section 3.05. Registration in Nominee Name; Denominations		15
Section 3.06. Voting Rights; Dividends and Interest, etc.		15

ARTICLE IV

Security Interests in Personal Property

Section 4.01. Security Interest		17
Section 4.02. Representations and Warranties		19
Section 4.03. Covenants		21
Section 4.04. Other Actions		24
Section 4.05. Covenants regarding Patent, Trademark and Copyright Collateral		26

ARTICLE V

Remedies


Section 5.01. Remedies upon Default			28
Section 5.02. Application of Proceeds			29
Section 5.03. Enforcement by the Agent			30
Section 5.04. Grant of License to Use Intellectual Property			30
Section 5.05. Securities Act, etc.			31

ARTICLE VI

Indemnity, Subrogation and Subordination

Section 6.01. Indemnity and Subrogation			32
Section 6.02. Contribution and Subrogation			32
Section 6.03. Subordination			32

ARTICLE VII

Miscellaneous

Section 7.01. Notices			33
Section 7.02. Security Interest Absolute			33
Section 7.03. Survival of Agreement			33
Section 7.04. Binding Effect; Several Agreement			33
Section 7.05. Successors and Assigns			34
Section 7.06. Agent’s Fees and Expenses: Indemnification			34
Section 7.07. Agent Appointed Attorney-in-Facts			34
Section 7.08. Applicable Law			35
Section 7.09. Waivers; Amendment			35
Section 7.10. WAIVER OF JURY TRIAL			36
Section 7.11. Severability			36
Section 7.12. Counterparts			36
Section 7.13. Headings			36
Section 7.14. Jurisdiction; Consent to Service of Process			37
Section 7.15. Termination or Release			37
Section 7.16. Additional Guarantors			38
Section 7.17. Right of Setoff			38


Schedules

Schedule I		Subsidiary Guarantors
Schedule II		Capital Stock; Debt Securities
Schedule III		Intellectual Property
Schedule IV		Commercial Tort Claims

Exhibits

Exhibit A		Form of Supplement
Exhibit B		Form of Perfection Certificate

iii

GUARANTEE AND COLLATERAL AGREEMENT dated as of June 23, 2006, as amended and restated as of December 6, 2010 (this “Agreement”), among TRANSDIGM INC., a Delaware corporation (the “Borrower”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Holdings”), the Subsidiaries of the Borrower identified herein and CREDIT SUISSE AG, as collateral agent for the Secured Parties (as defined below) and as administrative agent under each of the 2006 Credit Agreement and the 2010 Credit Agreement (each as defined below) (in such capacities, the “Agent”).

PRELIMINARY STATEMENT

Reference is made to (a) the Credit Agreement dated as of June 23, 2006 (as amended, supplemented or otherwise modified from time to time, the “2006 Credit Agreement”), among the Borrower, Holdings, each subsidiary of the Borrower from time to time party thereto, the lenders from time to time party thereto (the “2006 Lenders”) and the Agent and (b) the Credit Agreement dated as of December 6, 2010 (as amended, supplemented or otherwise modified from time to time, the “2010 Credit Agreement” and, together with the 2006 Credit Agreement, the “Credit Agreements”), among the Borrower, Holdings, each subsidiary of the Borrower from time to time party thereto, the lenders from time to time party thereto (the “2010 Lenders” and, together with the 2006 Lenders, the “Lenders”) and the Agent.

In order to induce the 2006 Lenders and the 2006 Issuing Banks (as defined below) to extend credit to the Borrower pursuant to, and upon the terms and conditions specified in, the 2006 Credit Agreement, Holdings and certain of the Subsidiary Guarantors, as affiliates of the Borrower and each of which has derived and will continue to derive substantial benefits from the extension of credit to the Borrower pursuant to the 2006 Credit Agreement, executed and delivered the Guarantee and Collateral Agreement dated as of June 23, 2006, among the Borrower, Holdings, the Subsidiary Guarantors and the Agent (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Collateral Agreement”). The 2010 Lenders and the 2010 Issuing Banks (as defined below) have agreed to extend credit to the Borrower pursuant to, and upon the terms and conditions specified in, the 2010 Credit Agreement. The obligations of the 2010 Lenders and the 2010 Issuing Banks to extend such credit to the Borrower are conditioned upon, among other things, the execution and delivery of this Agreement, which amends and restates the Existing Collateral Agreement, to secure the 2010 Obligations on a pari passu basis with the 2006 Obligations (each as defined below), by Holdings, the Borrower and the Subsidiary Guarantors. As affiliates of the Borrower, Holdings and the Subsidiary Guarantors will derive substantial benefits from the extension of credit to the Borrower pursuant to the 2010 Credit Agreement and are willing to execute and deliver this Agreement in order to induce the 2010 Lenders and the 2010 Issuing Banks to extend such credit. The Agent, as collateral agent and administrative agent under the 2006 Credit Agreement, is entering into this Agreement at the request of the Borrower and as required by Section 9.02(b) of the 2006 Credit Agreement.

Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01. Credit Agreements. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in the 2006 Credit Agreement or the 2010 Credit Agreement, as the context may require. All terms defined in the New York UCC (as such term is defined herein) and not defined in this Agreement have the meanings specified therein. All references to the Uniform Commercial Code shall mean the New York UCC.

(b) The rules of construction specified in Section 1.03 of each of the Credit Agreements also apply to this Agreement.

Section 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“2006 Counterparties” has the meaning assigned to such term in the definition of the term “Secured Parties”.

“2006 Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“2006 Credit Agreement Termination” means the termination of the Commitments under the 2006 Credit Agreement, the payment and satisfaction in full in cash of all Secured Obligations in respect of the 2006 Loan Documents (other than Unliquidated Obligations in respect of the 2006 Loan Documents), and the cash collateralization of all Unliquidated Obligations in respect of the 2006 Loan Documents in a manner satisfactory to the Agent.

“2006 Issuing Banks” means the Persons defined as an “Issuing Bank” in the 2006 Credit Agreement.

“2006 Lenders” has the meaning assigned to such term in the preliminary statement of this Agreement.

“2006 Loan Documents” means the “Loan Documents” as defined under the 2006 Credit Agreement, as in effect as of the date hereof.

“2006 Obligations” means the obligations described in clause (a) of the definition of the term “Obligations”.

“2006 Secured Parties” means the Persons described in clauses (a) and (b) of the definition of the term “Secured Parties”.

“2010 Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“2010 Issuing Banks” means the Persons defined as an “Issuing Bank” in the 2010 Credit Agreement.

“2010 Lenders” has the meaning assigned to such term in the preliminary statement of this Agreement.

“2010 Loan Documents” means the “Loan Documents” as defined under the 2010 Credit Agreement, as in effect as of the date hereof.

“2010 Obligations” means the obligations described in clause (b) of the definition of the term “Obligations”.

“2010 Secured Parties” means the Persons described in clauses (a) and (c) of the definition of the term “Secured Parties”.

“Account” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Account Debtor” means any person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Accounts Receivable” shall mean all Accounts and all right, title and interest in any returned goods, together will all rights, titles, securities and guarantees with respect thereto, including any rights to stoppage in transit, replevin, reclamation and resales, and all related security interests, liens and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired.

“Agent” has the meaning assigned to such term in the preamble of this Agreement.

“Agreement” has the meaning assigned to such term in the preamble of this Agreement.

“Article 9 Collateral” has the meaning assigned to such term in Section 4.01.

“Borrower” has the meaning assigned to such term in the preamble of this Agreement.

“Claiming Guarantor” has the meaning assigned to such term in Section 6.02.

“Collateral” means the Article 9 Collateral and the Pledged Collateral and shall not include, for the avoidance of doubt, any Excluded Collateral.

“Commercial Tort Claim” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Commitments” means, collectively, the Commitments as defined in the 2006 Credit Agreement and the Commitments as defined in the 2010 Credit Agreement.

“Commodity Intermediary” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Contributing Guarantor” has the meaning assigned to such term in Section 6.02.

“Control Agreement” means a deposit account control agreement, a securities account control agreement or a commodity account control agreement, as applicable, enabling the Agent to obtain “control” (within the meaning of the New York UCC) of any such accounts of a Grantor, in form and substance reasonably satisfactory to the Agent.

“Controlled Foreign Subsidiary” means a Foreign Subsidiary that is a “controlled foreign corporation” as defined in Section 957(a) of the Code.

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

“Copyrights” means all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any successor office or any similar office in any other country), including the copyrights listed on Schedule III.

“Credit Agreements” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Deposit Account” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Default” means any Default under and as defined in the 2006 Credit Agreement or the 2010 Credit Agreement.

“Electronic Chattel Paper” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Entitlement Holder” has the meaning assigned to such term in Section 8-102 of the New York UCC.

“Entitlement Order” has the meaning assigned to such term in Section 8-102 of the New York UCC.

“Equipment” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Event of Default” means any Event of Default under and as defined in the 2006 Credit Agreement or the 2010 Credit Agreement.

“Excluded Collateral” has the meaning assigned to such term in Section 4.01.

“Existing Collateral Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Federal Securities Laws” has the meaning assigned to such term in Section 5.05.

“Financial Asset” has the meaning assigned to such term in Section 8-102 of the New York UCC.

“General Intangibles” has the meaning assigned to such term in Section 9-102 of the New York UCC including, without limitation, all choses in action and causes of action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Grantor, including all rights and interests in partnerships, limited partnerships, limited liability companies and other unincorporated entities, corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Hedging Agreements and other agreements), all Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts.

“Grantors” means Holdings, the Borrower and the Subsidiary Guarantors.

“Guarantors” means Holdings and the Subsidiary Guarantors.

“Holdings” has the meaning assigned to such term in the preamble of this Agreement.

“Instrument” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual and similar property of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, whether arising under United States, state, multinational or foreign laws or otherwise, including, without limitation, inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“Inventory” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Investment Property” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Issuing Banks” means, collectively, the 2006 Issuing Banks and the 2010 Issuing Banks.

“Lenders” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Letter-of-Credit Right” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any Grantor is a party, including those listed on Schedule III.

“Loan Documents” means, collectively, the 2006 Loan Documents and the 2010 Loan Documents.

“Majority Secured Parties” means, at any time, Lenders holding Loans under the Credit Agreements (other than Swingline Loans), Swingline Exposure, L/C Exposure and unused Revolving Credit Commitments at such time in excess of 50% of the sum of all Loans outstanding under the Credit Agreements (other than Swingline Loans), Swingline Exposure, L/C Exposure and unused Revolving Credit Commitments at such time; provided, however, that, unless all of the Revolving Credit Commitments have terminated, the Loans, Swingline Exposure, L/C Exposure and unused Revolving Credit Commitments of any Defaulting Lender shall be disregarded for purposes of determining the Majority Secured Parties.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations” means (a)(i) the due and punctual payment of (x) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans under the 2006 Credit Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set-for prepayment or otherwise, (y) each payment required to be made by the Borrower under the 2006 Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (z) all other monetary obligations of the Borrower to any of the 2006 Secured Parties under the 2006 Credit Agreement and each of the other 2006 Loan Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (ii) the due and punctual performance of all other obligations of the Borrower under or pursuant to the 2006 Credit Agreement and each of the other 2006 Loan Documents and (iii) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to the 2006 Credit Agreement and each of the other 2006 Loan Documents and (b)(i) the due and punctual payment of (x) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans under the 2010 Credit Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set-for prepayment or otherwise, (y) each payment required to be made by the Borrower under the 2010 Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (z) all other monetary obligations of the Borrower to any of the 2010 Secured Parties under the 2010 Credit Agreement and each of the other 2010 Loan Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (ii) the due and punctual performance of all other obligations of the Borrower under or pursuant to the 2010 Credit Agreement and each of the other 2010 Loan Documents and (iii) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to the 2010 Credit Agreement and each of the other 2010 Loan Documents. Notwithstanding the foregoing, the Existing Letters of Credit (as defined in the 2010 Credit Agreement) shall constitute obligations under the 2010 Loan Documents and not the 2006 Loan Documents.

“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

“Patents” means all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any successor or any similar offices in any other country), including those patents listed on Schedule III, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Perfection Certificate” means a certificate substantially in the form of Exhibit B, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by two Financial Officers.

“Pledged Collateral” has the meaning assigned to such term in Section 3.01.

“Pledged Debt Securities” has the meaning assigned to such term in Section 3.01.

“Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Pledged Stock” has the meaning assigned to such term in Section 3.01.

“Proceeds” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Secured Hedging Obligations” (a) prior to the 2006 Credit Agreement Termination, has the meaning assigned to such term in the 2006 Credit Agreement and (b) upon and following the 2006 Credit Agreement Termination, means all Hedging Obligations owing to the Agent, a Joint Lead Arranger or a co-arranger, a Lender or any Affiliate of any of the foregoing and with respect to which, at or prior to the time that the Hedge Agreement relating to such Hedging Obligation is entered into, the Borrower (or another Loan Party) and the Lender or other Person referred to above in this clause (b) (or Affiliate) party thereto (except in the case of the Agent) shall have delivered written notice to the Agent that such a transaction has been entered into and that it constitutes a Secured Hedging Obligation entitled to the benefits of the Collateral Documents (as defined in the 2010 Credit Agreement).

“Secured Obligations” means all Obligations, together with all Secured Hedging Obligations.

“Secured Parties” means (a) the Agent, (b)(i) the 2006 Lenders, (ii) the 2006 Issuing Banks, (iii) each counterparty to any Hedging Agreement with a Loan Party

that either (x) is in effect on the Closing Date of the 2006 Credit Agreement if such counterparty is a 2006 Lender or an Affiliate of a 2006 Lender as of the Closing Date of the 2006 Credit Agreement or (y) is entered into after the Closing Date of the 2006 Credit Agreement if such counterparty is a 2006 Lender or an Affiliate of a 2006 Lender at the time such Hedging Agreement is entered into (the Persons described in this clause (b)(iii), the “2006 Counterparties”), (iv) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any 2006 Loan Document owing to any of the Persons described in clauses (a) or (b) above or to Related Parties of the such Persons, (v) the successors and assigns of each of the Persons described in clauses (a) or (b) above and (vi) all former 2006 Lenders, Agents under the 2006 Credit Agreement, 2006 Issuing Banks or 2006 Counterparties to the extent that any Obligations owing to such Persons were incurred while such Persons were 2006 Lenders, Agents under the 2006 Credit Agreement, 2006 Issuing Banks or 2006 Counterparties and such Obligations have not been paid or satisfied in full and (c)(i) the 2010 Lenders, (ii) the 2010 Issuing Banks, (iii) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any 2010 Loan Document owing to any of the Persons described in clauses (a) or (c) above or to Related Parties of such Persons, (iv) the successors and assigns of each of the Persons described in clauses (a) or (c) above and (v) all former 2010 Lenders, Agents under the 2010 Credit Agreement or 2010 Issuing Banks to the extent that any Obligations owing to such Persons were incurred while such Persons were 2010 Lenders, Agents under the 2010 Credit Agreement or 2010 Issuing Banks and such Obligations have not been paid or satisfied in full.

“Securities Account” has the meaning assigned to such term in Section 8-501 of the New York UCC.

“Securities Intermediary” has the meaning assigned to such term in Section 8-102 of the New York UCC.

“Security” has the meaning assigned to such term in Section 8-102 of the New York UCC.

“Security Interest” has the meaning assigned to such term in Section 4.01.

“Subsidiary Guarantors” means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after the date hereof.

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned. by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Trademarks” means all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress,

logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office (or any successor office) or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule III, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

ARTICLE II

Guarantee

Section 2.01. Guarantee. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Secured Obligations. Each of the Guarantors further agrees that the Secured Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Secured Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Secured Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

Section 2.02. Guarantee of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Agent or any other Secured Party to any security held for the payment of the Secured Obligations or to any balance of any Deposit Account or credit on the books of the Agent or any other Secured Party in favor of the Borrower or any other person.

Section 2.03. No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations or otherwise (other than the payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), together with the termination of the Commitments and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Agent). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or

provisions of any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Agent or any other Secured Party for the Secured Obligations or any of them; (iv) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), together with the termination of the Commitments and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Agent). Each Guarantor expressly authorizes the Agent to take and hold security for the payment and performance of the Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Secured Obligations, all without affecting the obligations of any Guarantor hereunder.

(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party (other than the payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), together with the termination of the Commitments and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Agent). The Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations (other than Unliquidated Obligations) have been fully paid and satisfied in full in cash, the Commitments have been terminated and the Unliquidated Obligations have been cash collateralized in a manner satisfactory to the Agent. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

Section 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by the Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower; any other Loan Party or otherwise.

Section 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Secured Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Secured Obligation. Upon payment by any Guarantor of any sums to the Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.

Section 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

ARTICLE III

Pledge of Securities

Section 3.01. Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby pledges to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treasury Regulation § 1.956-2(c)) of any (i) Foreign Subsidiary or (ii) upon and following 2006 Credit Agreement Termination, any Domestic Subsidiary treated as a disregarded entity for U.S. federal income tax purposes that holds more than 65% of the Capital Stock of a Foreign Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the

foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”).

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Section 3.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Agent any and all Pledged Securities.

(b) Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by any person in an amount that exceeds $500,000 that is evidenced by a duly executed promissory note to be pledged and delivered to the Agent, duly endorsed in a manner satisfactory to the Agent. Without limiting the foregoing, all promissory notes in favor of any Grantor shall be delivered to the Agent promptly after request of the Agent.

(c) Upon delivery to the Agent, (i) any Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Agent and by such other instruments and documents as the Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Section 3.03. Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Agent, for the benefit of the Secured Parties, that:

(a) Schedule II (as supplemented pursuant to Section 3.02(c)) correctly sets forth the percentage of the issued and outstanding shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes owned by such Grantor; provided, however, that no more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treasury Regulation § 1.956-2(c)) of any (i) Foreign Subsidiary or (ii) upon and following the 2006 Credit Agreement Termination, any Domestic Subsidiary treated as a disregarded entity for U.S. federal income tax purposes that holds more than 65% of the Capital Stock of a Foreign Subsidiary is required to be listed;

(b) except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with each of the

Credit Agreements, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by this Agreement or as permitted by each of the Credit Agreements and transfers made in compliance with each of the Credit Agreements, and (iv) subject to Sections 3.02(b) and 3.06, will cause any and all Pledged Collateral, whether for value paid by the Grantor or otherwise, to be forthwith deposited with the Agent and pledged or assigned hereunder;

(c) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Collateral (other than Pledged Collateral representing less than all of the Equity Interests of a Person) is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Agent of rights and remedies hereunder;

(d) each of the Grantors (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than Liens created by this Agreement or as permitted by each of the Credit Agreements), however arising, of all Persons whomsoever;

(e) no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge of the Pledged Collateral effected hereby (other than such as have been obtained and are in full force and effect and except with respect to Pledged Collateral in the form of Equity Interests in joint ventures);

(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Agent in accordance with this Agreement, the Agent will obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities as security for the payment and performance of the Secured Obligations; and

(g) the pledge effected hereby is effective to vest in the Agent, for the ratable benefit of the Secured Parties, the rights of the Agent in the Pledged Collateral as set forth herein.

Section 3.04. Certification of Limited Liability Company Interests and Limited Partnership Interests. Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a

certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

Section 3.05. Registration in Nominee Name; Denominations. The Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Agent. Each Grantor will promptly give to the Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor. The Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

Section 3.06. Voting Rights; Dividends and Interest, etc. (a) Unless and until an Event of Default shall have occurred and be continuing and the Agent shall have given the Grantors at least two Business Days’ notice of its intent to exercise its rights under this Agreement (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default with respect to Holdings or the Borrower under paragraph (f) or (g) of Article VII of each of the Credit Agreements):

(a) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose not in violation with the terms of this Agreement, each of the Credit Agreements and each of the other Loan Documents.

(b) The Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as a Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(c) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of each of the Credit Agreements, each of the other Loan Documents and applicable laws; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part

of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Agent and the other Secured Parties and shall be forthwith delivered to the Agent in the same form as so received (with any necessary endorsement). This paragraph (iii) shall not apply to dividends between or among the Borrower and the Subsidiary Guarantors only of property subject to a perfected security interest under this Agreement; provided that the Borrower notifies the Agent in writing, specifically referring to this Section 3.06 at the time of such dividend and takes any actions the Agent reasonably specifies to ensure the continuance of its perfected security interest in such property under this Agreement.

(b) Upon the occurrence and during the continuance of an Event of Default, after the Agent shall have notified (or shall be deemed to have notified) the Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 3.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all such rights shall thereupon become vested in the Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.06 shall be held in trust for the benefit of the Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Agent pursuant to the provisions of this paragraph (b) shall be retained by the Agent in an account to be established by the Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.02. After all Events of Default have been cured or waived and the applicable Grantor or Grantors have delivered to the Agent certificates to that effect, the Agent shall, promptly after all such Events of Default have been cured or waived, repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, after the Agent shall have notified (or shall be deemed to have notified) the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 3.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and all such rights shall thereupon become vested in the Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Majority Secured Parties, the Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights.

(d) Any notice given by the Agent to the Grantors exercising its rights under paragraph (a) of this Section 3.06(i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE IV

Security Interests in Personal Property

Section 4.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(a) all Accounts;

(b) all Chattel Paper;

(d) all Commercial Tort Claims;

(e) all Documents;

(f) all Equipment;

(g) all General Intangibles;

(h) all Instruments;

(i) all Inventory;

(j) all Investment Property;

(k) all Letter-of-Credit Rights;

(l) all books and records pertaining to the Article 9 Collateral; and

(m) to the extent not otherwise included, all Proceeds and products of

any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing.

Notwithstanding the foregoing, the Article 9 Collateral shall not include any of the following assets now owned or hereafter acquired which would otherwise be included in the Article 9 Collateral (collectively, the “Excluded Collateral”):

(a) any vehicle covered by a certificate of title or ownership,

(b) any real property held by the Borrower or any Guarantor as a lessee under a lease,

(d) assets owned by a Guarantor after the release of the guarantee of such Guarantor pursuant to Section 7.15,

(e) assets subject to a Lien permitted by clauses (g), (h), (i) and (r) (in the case of a Lien permitted by clause (r), securing Indebtedness permitted to be incurred pursuant to clauses (7) and (15) of the definition of “Permitted Indebtedness” set forth in each of the Credit Agreements) of the definition of “Permitted Liens” set forth in each of the Credit Agreements,

(f) assets which contain a valid and enforceable prohibition on the creation of a security interest therein so long as such prohibition remains in effect and is valid and effective notwithstanding Sections 9-406, 9-407, 9-408 and 9-409 of the applicable Uniform Commercial Code; provided that, upon the reasonable request of the Agent, the Borrower shall, and shall cause any applicable Grantor to, use commercially reasonable efforts to have waived or eliminated such provision,

(g) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01(a) hereof,

(h) any Letter-of-Credit Rights to the extent any Grantor is required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose and to a person that is not a Grantor,

(i) any asset of a Controlled Foreign Subsidiary (within the meaning of Treasury Regulation § 1.956-2(c)(2) or any successor provision thereto) or a subsidiary of a Controlled Foreign Subsidiary, and

(j) any application for a Trademark registration filed with the United States Patent and Trademark Office pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act (“Intent to Use Application”) prior to the filing with and acceptance by the United States Patent and Trademark Office of a

Statement of Use (as described in Section 1(d) of the ▇▇▇▇▇▇ Act) or an Amendment to Allege Use (as described in Section 1(c) of the ▇▇▇▇▇▇ Act).

(b) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as all assets of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Agent promptly upon request.

Each Grantor also ratifies its authorization for the Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

The Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Agent as secured party.

(c) The Security Interest is granted as security only and shall not subject the Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

Section 4.02. Representations and Warranties. The Grantors jointly and severally represent and warrant to the Agent and the Secured Parties that:

(a) Each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other person other than any consent or approval that has been obtained.

(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (x) the exact legal name of each Grantor and (y) the jurisdiction of organization or formation of each Grantor) is materially correct and complete as of the Closing Date of the 2010 Credit Agreement. Uniform Commercial Code financing statements (including

fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Article 9 Collateral have been prepared by the Agent based upon the information provided to the Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the Borrower to the Agent after the Closing Date of the 2010 Credit Agreement in the case of filings, recordings or registrations required by Section 5.11 of each of the Credit Agreements, which are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Article ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Patents, Trademarks and Copyrights) that are necessary as of the Closing Date of the 2010 Credit Agreement to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Agent (for the ratable benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. Each Grantor represents and warrants that a fully executed agreement in the form hereof and containing a description of all Article 9 Collateral consisting of Intellectual Property with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to ▇▇ ▇.▇.▇. §▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ or 17 U.S.C. §205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Agent (for the ratable benefit of the Secured Parties) in respect of all Article 9 Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Article 9 Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof).

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Secured Obligations, (ii) subject to the filings described in Section 4.02(b) and except for Commercial Tort Claims in an amount less than or equal to $500,000, a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and

its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions and (iii) a security interest that shall be perfected in all Article 9 Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement with the United States Copyright Office. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens expressly permitted pursuant to Section 6.06 of each of the Credit Agreements.

(d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 6.06 of each of the Credit Agreements. None of the Grantors has filed or consented to (i) the filing of any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 6.06 of each of the Credit Agreements. On the date hereof, none of the Grantors hold any Commercial Tort Claim in an amount greater than $500,000 except as indicated on the Perfection Certificate and set forth on Schedule IV.

Section 4.03. Covenants. (a) Intentionally Omitted.

(b) Subject to the rights of such Grantor under the Loan Documents, each Grantor shall, at its own expense, take any and all actions it deems necessary in the prudent conduct of the business of such Grantor (to be determined in Grantor’s reasonable discretion) to defend title to the Article 9 Collateral against all persons and to defend the Security Interest of the Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.06 of each of the Credit Agreements.

(c) Each Grantor agrees that it shall not change such Grantor’s name, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise), type of organization or jurisdiction of organization unless it shall have (i) notified the Agent in writing at least twenty (20) days prior to any such change or establishment, identifying such new proposed name, corporate structure or jurisdiction of organization and providing such other information in connection therewith as the Agent may reasonably request and (ii) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Agent’s Security Interest in the Collateral intended to be granted and agreed to hereby.

(d) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all

such actions as the Agent may from time to time request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith. If any amount payable to any Grantor under or in connection with any of the Article 9 Collateral shall be or become evidenced by any promissory note or other instrument in excess of $500,000, such note or instrument shall be promptly pledged and delivered to the Agent, duly endorsed in a manner satisfactory to the Agent.

Without limiting the generality of the foregoing, each Grantor hereby authorizes the Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule III or adding additional schedules hereto to specifically identify any asset or item that may, in the Agent’s judgment, constitute Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall have the right, exercisable within 10 days after it has been notified by the Agent of the specific identification of such Collateral, to advise the Agent in writing of any material inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will use its best efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and correct in all material respects with respect to such Collateral within 30 days after the date it has been notified by the Agent of the specific identification of such Collateral.

(e) After the occurrence of an Event of Default and during the continuance thereof, the Agent shall have the right to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or Article 9 Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such a verification. The Agent shall have the right to share any information it gains from such inspection or verification with any Secured Party.

(f) At its option, the Agent may discharge past due Taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not expressly permitted pursuant to Section 6.06 of each of the Credit Agreements, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreements or this Agreement, and each Grantor jointly and severally agrees to reimburse the Agent on demand for any payment made or any expense incurred by the Agent pursuant to the foregoing authorization; provided, however, that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

(g) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other person to secure payment and performance of an

Account in excess of $500,000, such Grantor shall promptly assign such security interest to the Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest.

(h) As between each Grantor, the Agent and the Secured Parties, each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, and each Grantor jointly and severally agrees to indemnify and hold harmless the Agent and the Secured Parties from and against any and all liability for such performance.

(i) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral, except as expressly permitted by Section 6.06 of each of the Credit Agreements. None of the Grantors shall make or permit to be made any transfer of the Article 9 Collateral, except as expressly permitted by Sections 6.03 and 6.07 of each of the Credit Agreements.

(j) None of the Grantors will, without the Agent’s prior written consent, grant any extension of the time of payment of any Accounts included in the Article 9 Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises, compoundings or settlements granted or made in good faith in the prudent conduct of the business of such Grantor.

(k) The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory and Equipment in accordance with the requirements set forth in Section 5.10 of each of the Credit Agreements. Each Grantor irrevocably makes, constitutes and appoints the Agent (and all officers, employees or agents designated by the Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or under the Credit Agreements or to pay any premium in whole or part relating thereto, the Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Agent deems advisable. All sums disbursed by the Agent in connection with this paragraph, including attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Agent and shall be additional Secured Obligations secured hereby.

(l) Intentionally Omitted.

Section 4.04. Other Actions. In order to further insure the attachment, perfection and priority of, and the ability of the Agent to enforce, the Agent’s security interest in the Article 9 Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

(a) Instruments. If any Grantor shall at any time hold or acquire any Instruments in excess of $500,000, such Grantor shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify.

(b) Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains, other than (A) segregated Deposit Accounts constituting (and the balance of which consists solely of funds set aside in connection with) payroll accounts, withholding tax accounts, or trust, escrow or other fiduciary accounts or (B) Deposit Accounts the daily balance of which does not at any time exceed $1,000,000 for any such account or $10,000,000 for all such accounts, such Grantor shall, upon the Agent’s request within 90 days of the date hereof, either (i) cause the depositary bank to agree to comply at any time with instructions from the Agent to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to a Control Agreement in form and substance satisfactory to the Agent, or (ii) arrange for the Agent to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Agent, to exercise rights to withdraw funds from such Deposit Account. The Agent agrees with each Grantor that the Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Agent for the specific purpose set forth therein.

(c) Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof such Grantor shall promptly notify the Agent thereof and, at the Agent’s request and option, within ninety (90) days of the date of the Agent’s request, pursuant to an agreement in form and substance satisfactory to the Agent, either (a) cause the issuer to agree to comply with instructions from the Agent as to such securities, without further consent of

any Grantor or such nominee, or (b) arrange for the Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a Securities Intermediary or Commodity Intermediary, such Grantor shall promptly notify the Agent thereof and, at the Agent’s request and option, within ninety (90) days of the date of the Agent’s request, pursuant to an agreement in form and substance satisfactory to the Agent, either (a) cause such Securities Intermediary or Commodity Intermediary, as the case may be, to agree to comply with Entitlement Orders or other instructions from the Agent to such Securities Intermediary as to such securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such Commodity Intermediary, in each case without further consent of any Grantor or such nominee, or (b) in the case of Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a Securities Intermediary, arrange for the Agent to become the Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Agent agrees with each of the Grantors that the Agent shall not give any such Entitlement Orders or instructions or directions to any such issuer, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights, by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a Securities Account for which the Agent is the Securities Intermediary.

(d) Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any Electronic Chattel Paper or any “transferable record” as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify the Agent thereof and, at the request of the Agent, shall take such action as the Agent may request to vest in the Agent control under New York UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Agent agrees with such Grantor that the Agent will arrange, pursuant to procedures satisfactory to the Agent and so long as such procedures will not result in the Agent’s loss of control, for the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after

taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

(e) Letter-of-Credit Rights. If any Grantor is at any time a beneficiary under a letter of credit now or hereafter issued in favor of such Grantor, such Grantor shall promptly notify the Agent thereof and, at the request and option of the Agent, such Grantor shall, pursuant to an agreement in form and substance satisfactory to the Agent, either (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Agent of the proceeds of any drawing under the letter of credit or (ii) arrange for the Agent to become the transferee beneficiary of the letter of credit, with the Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be paid to the applicable Grantor unless an Event of Default has occurred or is continuing.

(f) Commercial Tort Claims. If any Grantor shall at any time hold or acquire a Commercial Tort Claim, the Grantor shall promptly notify the Agent thereof in a writing signed by such Grantor including a summary description of such claim and grant to the Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Agent.

Section 4.05. Covenants regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, may become invalidated or dedicated to the public, and agrees that it shall continue to ▇▇▇▇ any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.

(b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights.

(c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws.

(d) Each Grantor shall notify the Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, may become abandoned,

lost or dedicated to the public, or of any adverse determination or development (including the institution of or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same.

(e) In no event shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, with respect to any of the same which is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, unless it promptly informs the Agent, and, upon request of the Agent, executes and delivers any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable.

(f) Each Grantor will take all necessary steps that it deems appropriate under the circumstances and are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each application relating to any Patent, Trademark and/or Copyright (and to obtain the relevant grant or registration) that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties.

(g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Agent and shall, if consistent with good business judgment, promptly ▇▇▇ for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9 Collateral. Such Grantor may discontinue or settle any such suit or other action if the Grantor deems such discontinuance or settlement to be appropriate in its reasonable business judgment.

(h) Upon the occurrence and during the continuance of an Event of Default, each Grantor shall, at the request of the Agent, use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Agent or its designee.

ARTICLE V

Remedies

Section 5.01. Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Agent on demand, and it is agreed that the Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Agent shall deem appropriate. The Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and the Grantors hereby waive (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day

on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Agent may (in its sole and absolute discretion) determine. The Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Agent until the sale price is paid by the purchaser or purchasers thereof, but the Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Section 5.02. Application of Proceeds. The Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and expenses incurred by the Agent in accordance with the 2006 Credit Agreement or the 2010 Credit Agreement, as applicable (in its capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Secured

Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and

THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Agent shall have absolute discretion (as between the Secured Parties and the Grantors) as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Agent or such officer or be answerable in any way for the misapplication thereof.

Section 5.03. Enforcement by the Agent. (a) Notwithstanding anything herein to the contrary, if any Event of Default under any 2006 Loan Document or any 2010 Loan Document shall have occurred and be continuing, the Agent shall act in relation to the Collateral in accordance with the instructions of the Required Lenders under the applicable Credit Agreement.

(b) The Agent may disregard any instructions from any other Person to exercise any right or remedy hereunder with respect to the Collateral and any instructions that are inconsistent with this Agreement.

(c) Subject to clause (e), the Required Lenders under each of the Credit Agreements may give or refrain from giving instructions to the Agent to exercise or refrain from exercising any right or remedy hereunder with respect to the Collateral as the Agent sees fit in accordance with the other provisions of this Agreement.

(d) The Agent shall inform each Lender on receiving any instructions under this Section 5.03 to exercise rights or remedies with respect to the Collateral.

(e) If the Agent receives inconsistent instructions from the Required Lenders under each of the Credit Agreements, the Agent shall act in relation to the Collateral in accordance with the instructions of the Majority Secured Parties.

Section 5.04. Grant of License to Use Intellectual Property. For the purpose of enabling the Agent to exercise rights and remedies under this Article at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, each

Grantor hereby grants to the Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Agent shall be exercised, at the option of the Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license, sublicense or other transaction entered into by the Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Section 5.05. Securities Act, etc. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Agent if the Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with such number of purchasers as the Agent determines to be reasonable to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 5.05 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Agent sells.

ARTICLE VI

Indemnity, Subrogation and Subordination

Section 6.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part a claim of any Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Section 6.02. Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligation or assets of any other Guarantor shall be sold pursuant to any Collateral Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Section 6.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 6.01 and 6.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Secured Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 6.01 and 6.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

(b) Each of the Borrower and the Subsidiary Guarantors hereby agrees that all Indebtedness and other monetary obligations owed by it to the Borrower or any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Secured Obligations.

ARTICLE VII

Miscellaneous

Section 7.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of each of the Credit Agreements. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Borrower as provided in Section 9.01 of each of the Credit Agreements.

Section 7.02. Security Interest Absolute. All rights of the Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any of the Credit Agreements, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any of the Credit Agreements, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.

Section 7.03. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under any of the Credit Agreements, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or the aggregate L/C Exposure does not equal zero and so long as the Commitments under any of the Credit Agreements have not expired or terminated.

Section 7.04. Binding Effect; Several Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Agent and a counterpart hereof shall have been executed on behalf of the Agent, and thereafter shall be binding upon such Loan Party and the Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign

or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreements. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Section 7.05. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

Section 7.06. Agent’s Fees and Expenses: Indemnification. (a) The parties hereto agree that the Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 9.03 of each of the Credit Agreements.

(b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out of pocket expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby or thereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided, however that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Agent or any other Secured Party. All amounts due under this Section 7.06 shall be payable on written demand therefor and shall bear interest at the rate specified in Section 2.12 of the 2010 Credit Agreement.

Section 7.07. Agent Appointed Attorney-in-Facts. Each Grantor hereby appoints the Agent as the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that

the Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or ▇▇▇▇ of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Section 7.08. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 7.09. Waivers; Amendment. (a) No failure or delay by the Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Agent,

any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of each of the Credit Agreements.

Section 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.

Section 7.11. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7.12. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 7.04. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.13. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 7.14. Jurisdiction; Consent to Service of Process. (a) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(b) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. Each of the Loan Parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each of the Loan Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of the Agent to serve process in any other manner permitted by law.

Section 7.15. Termination or Release. (a) This Agreement, the Guarantees, the Security Interest and all other security interests granted hereby shall terminate when all the Secured Obligations (other than Unliquidated Obligations) have been paid and satisfied in full in cash (and the Commitments have been terminated and the Unliquidated Obligations have been cash collateralized in a manner satisfactory to the Agent) and the Lenders have no further commitment to lend under each of the Credit Agreements, the aggregate LC Exposure under each of the Credit Agreements has been reduced to zero and the Issuing Bank under each of the Credit Agreements has no further obligations to issue Letters of Credit under each of the Credit Agreements.

(b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by each of the Credit Agreements as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Borrower.

(c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under each of the Credit Agreements to any person that is not the Borrower or a

Guarantor, or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of each of the Credit Agreements, the security interest in such Collateral shall be automatically released and the Agent will confirm such release in writing promptly after written request therefor.

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 7.15 shall be without recourse to or warranty by the Agent. Without limiting the provisions of Section 7.06, the Borrower shall reimburse the Agent upon demand for all costs and out of pocket expenses, including the fees, charges and disbursements of counsel, incurred by it in connection with any action contemplated by this Section 7.15.

Section 7.16. Additional Guarantors. Pursuant to Section 5.11 of each of the Credit Agreements, each Domestic Subsidiary of a Loan Party that was not in existence or not a Subsidiary on the date of the 2010 Credit Agreement is required to enter in this Agreement as a Subsidiary Guarantor upon becoming such a Subsidiary. Upon execution and delivery by the Agent and a Domestic Subsidiary of a supplement in the form of Exhibit A hereto, such Domestic Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Section 7.17. Right of Setoff. If an Event of Default shall have occurred and is continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Grantor against any and all of the obligations of such Grantor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


TRANSDIGM INC.

by

		/s/ W. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name: W. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title: Chairman and Chief Executive Officer


TRANSDIGM GROUP INCORPORATED

by

		/s/ W. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name: W. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title: Chairman and Chief Executive Officer

Signature Page to Amended and Restated Guarantee and Collateral Agreement


MARATHONNORCO AEROSPACE, INC. ▇▇▇▇▇ RITE AEROSPACE, INC. CHAMPION AEROSPACE LLC AVIONIC INSTRUMENTS LLC ▇▇▇▇▇▇ AEROSPACE INC. CDA INTERCORP LLC AEROCONTROLEX GROUP, INC. AVIATION TECHNOLOGIES, INC. AVTECH CORPORATION TRANSICOIL LLC MALAYSIAN AEROSPACE SERVICES, INC. ▇▇▇▇▇ AEROSPACE INC. ▇▇▇▇▇ INDUSTRIES, INC. CEF INDUSTRIES, LLC ACME AEROSPACE, INC. ▇▇▇▇▇ AEROSPACE, INC. SEMCO INSTRUMENTS, INC. AIRCRAFT PARTS CORPORATION ▇▇▇▇▇▇▇▇▇ AEROSPACE HOLDINGS, INC. ▇▇▇▇▇▇▇▇▇ AEROSPACE DE, INC. ▇▇▇▇▇▇▇▇▇ AEROSPACE US LLC ▇▇▇▇▇▇▇▇▇ AEROSPACE INVESTMENTS, INC. VALLEY-TODECO, INC. ▇▇▇▇▇▇▇▇ CORPORATION WESTERN SKY INDUSTRIES, LLC TEXAS ROTRONICS, INC.

by

		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title: Treasurer and Secretary


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Agent

by		/s/ ▇▇▇▇▇▇ ▇▇▇▇
		Name: ▇▇▇▇▇▇ ▇▇▇▇
		Title: Managing Director

by		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title: Associate

Schedule I

Subsidiary Guarantors

Subsidiary Guarantor

1. MarathonNorco Aerospace, Inc.

2. ▇▇▇▇▇ Rite Aerospace, Inc.

3. Champion Aerospace LLC

4. Avionic Instruments LLC

5. ▇▇▇▇▇▇ Aerospace Inc.

6. CDA InterCorp LLC

7. AeroControlex Group, Inc.

8. Aviation Technologies, Inc.

9. Avtech Corporation

10. Transicoil LLC

11. Malaysian Aerospace Services, Inc.

12. ▇▇▇▇▇ Aerospace Inc.

13. ▇▇▇▇▇ Industries, Inc.

14. CEF Industries, LLC

15. Acme Aerospace, Inc.

16. Semco Instruments, Inc.

17. ▇▇▇▇▇ Aerospace, Inc.

18. Aircraft Parts Corporation

19. ▇▇▇▇▇▇▇▇▇ Aerospace Holdings, Inc.

20. ▇▇▇▇▇▇▇▇▇ Aerospace DE, Inc.

21. ▇▇▇▇▇▇▇▇▇ Aerospace US LLC

22. ▇▇▇▇▇▇▇▇▇ Aerospace Investments, Inc.

23. Valley-Todeco, Inc.

24. ▇▇▇▇▇▇▇▇ Corporation

25. Western Sky Industries, LLC

Subsidiary Guarantor

26. Texas Rotronics, Inc.

Schedule II

Capital Stock


Issuer	Holder	Number and Class of Shares Issued and Outstanding	Number and Class of Shares Pledged	% of Equity Interest Pledged
1. TransDigm Inc.	TransDigm Group Incorporated	100 shares of common stock	100 shares of common stock	100%

2. MarathonNorco Aerospace, Inc.	TransDigm Inc.	32,925 shares of common stock	32,925 shares of common stock	100%

3. ▇▇▇▇▇ Rite Aerospace, Inc.	TransDigm Inc.	50,000 common shares	50,000 common shares	100%

4. Champion Aerospace LLC	TransDigm Inc.	100% of membership interests	100% membership interests	100%

5. Marathon Power Technologies Limited	MarathonNorco Aerospace, Inc.	100,000 ordinary shares, par value £1.00	65,000 ordinary shares, par value £1.00	65%

6. Avionic Instruments LLC	TransDigm Inc.	100% of membership interests	100% of membership interests	100%

7. ▇▇▇▇▇▇ Aerospace Inc.	TransDigm Inc.	100 shares of common stock	100 shares of common stock	100%

8. CDA InterCorp LLC	TransDigm Inc.	100% of membership interests	100% of membership interests	100%

9. AeroControlex Group, Inc.	TransDigm Inc.	100 common shares	100 common shares	100%

10. Aviation Technologies, Inc.	TransDigm Inc.	3,000 shares of common stock	3,000 shares of common stock	100%

11. Avtech Corporation	Aviation Technologies, Inc.	4,689 shares of common stock	4,689 shares of common stock	100%

12. Transicoil LLC	Aviation Technologies, Inc.	100% of membership interests	65% of membership interests	65%

13. Transicoil (Malaysia) Sendirian Berhad	Transicoil LLC	1,000,000 ordinary shares	650,000 ordinary shares	65%

14. Malaysian Aerospace Services, Inc.	Aviation Technologies, Inc.	500 shares of common stock	500 shares of common stock	100%

15. ▇▇▇▇▇ Aerospace Inc.	TransDigm Inc.	100 common shares	100 common shares	100%

16. ▇▇▇▇▇ Industries, Inc.	▇▇▇▇▇ Aerospace Inc.	1,000 common shares	1,000 common shares	100%

17. CEF Industries, LLC	TransDigm Inc.	100% of membership interests	100% of membership interests	100%

18. Aircraft Parts Corporation	▇▇▇▇▇▇ Aerospace Inc.	5,000 common shares	5,000 common shares	100%

19. Acme Aerospace, Inc.	TransDigm Inc.	100 shares of common stock	100 shares of common stock	100%


Issuer	Holder	Number and Class of Shares Issued and Outstanding	Number and Class of Shares Pledged	% of Equity Interest Pledged
20. Semco Instruments, Inc.	TransDigm Inc.	4,824,204 Class A common shares	4,824,204 Class A common shares	100%

21. ▇▇▇▇▇ Aerospace, Inc.	TransDigm Inc.	5,000 common shares	5,000 common shares	100%

22. ▇▇▇▇▇▇▇▇▇ Aerospace DE, Inc.	▇▇▇▇▇▇▇▇▇ Aerospace Holdings, Inc.	100 shares of common stock	100 shares of common stock	100%

23. ▇▇▇▇▇▇▇▇▇ Aerospace US LLC	▇▇▇▇▇▇▇▇▇ Aerospace DE, Inc.	135,300,000 units	135,300,000 units	100%

24. ▇▇▇▇▇▇▇▇▇ Aerospace (Europe) Limited (UK company)	▇▇▇▇▇▇▇▇▇ Aerospace DE, Inc.	1,000 shares owned	650 shares	65%

25. ▇▇▇▇▇▇▇▇▇ Aerospace Investments, Inc.	▇▇▇▇▇▇▇▇▇ Aerospace US LLC	1,000 shares of Class A common stock	1,000 shares of Class A common stock	100%
25. ▇▇▇▇▇▇▇▇▇ Aerospace Investments, Inc.	▇▇▇▇▇▇▇▇▇ Aerospace US LLC	13,000 shares of Class B common stock	13,000 shares of Class B common stock	100%

26. Valley-Todeco, Inc.	▇▇▇▇▇▇▇▇▇ Aerospace Investments, Inc.	1,500 shares of common stock	1,500 shares of common stock	100%

27. ▇▇▇▇▇▇▇▇ Corporation	▇▇▇▇▇▇▇▇▇ Aerospace Investments, Inc.	27,132 ordinary shares	27,132 ordinary shares	100%
27. ▇▇▇▇▇▇▇▇ Corporation	▇▇▇▇▇▇▇▇▇ Aerospace Investments, Inc.	34,892 ordinary shares	34,892 ordinary shares	100%

28. Western Sky Industries, LLC	▇▇▇▇▇▇▇▇▇ Aerospace Investments, Inc.	100 units	65 units	65%

29. Mecanismos ▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. de C.V. (Mexican company)	Western Sky Industries, LLC	10,000 shares of Class A common stock owned]	6,500 shares of Class A common stock)	65%
	Texas Rotronics, Inc.	34,999 shares of Class B common stock owned	22,749.35 shares of Class B common stock	65%
	Western Sky Industries, LLC	1 share of Class B common stock owned)	.65 shares of Class B common stock	0%

30. Aero Quality Sales, Ltd. (UK company)	Western Sky Industries, LLC	125,000 ordinary shares owned	81,250 ordinary shares	65%

31. Texas Rotronics, Inc.	Western Sky Industries, LLC	1000 shares of common stock	1000 shares of common stock	100%

32. ▇▇▇▇▇▇▇▇▇ Aerospace Holdings, Inc.	TransDigm Inc.	100 shares of common stock	100 shares of common stock	100%

Pledged Debt Securities

1.	Promissory Note, dated as of February 27, 2007, made by Champion Aerospace LLC (f/k/a Champion Aerospace Inc.) in favor of TransDigm Inc. in the principal amount of $81,937,500

2.	Demand Promissory Note, dated February 7, 2007, made by Aviation Technologies, Inc. (as successor by merger to Project Coffee Acquisition Co.) in favor of TransDigm Inc., in the principal amount of $300,000,000

3.	Notes issued by ▇▇▇▇▇▇▇▇▇ Aerospace (Europe) Ltd. in the aggregate principal amount of £22,793,050 and £1,000 each to ▇▇▇▇▇▇▇▇▇ Aerospace DE, Inc.

4.	Notes issued by ▇▇▇▇▇▇▇▇▇ Aerospace (Europe) Ltd. in the aggregate principal amount of €50,383,707 and €1,000 each to ▇▇▇▇▇▇▇▇▇ Aerospace DE, Inc.

Schedule III

Intellectual Property

PART A

TRANSDIGM ENTITIES

Patents

Assignee or

Applicant

Status

Country

Title

Application No.

Filing

Date

Patent
Number

Issue Date

TransDigm, Inc.

Pending

Side-Locking Clamping Apparatus and Method

12/775,623

07-May-10

TransDigm, Inc.

Pending

PCT

Side-Locking Clamping Apparatus and Method

PCT/US2010/034038

07-May-10

TransDigm, Inc.

Granted

Control Cables

09/133,566

13-Aug-98

6,484,605

▇▇-▇▇▇-▇▇

▇▇▇▇▇▇▇▇▇, Inc.

Granted

Control Cables

09/839,545

20-Apr-01

6,314,830

13-Nov-01

TransDigm, Inc.

Granted

Canada

Control Cables

2,340,347

13-Aug-99

2,340,347

14-Feb-06

TransDigm, Inc.

Pending

Europe

Control Cables

99942054.0

13-Aug-99

1104503

TransDigm, Inc.

Granted

Japan

Control Cables

565307/00

13-Aug-99

4479449

05-Mar-10

AeroControlx

Group, Inc.

Granted

Lavatory Service Shut Off Valve

10/085,510

28-Feb-02

6,729,368

04-May-04

TransDigm, Inc.

Published

Germany

Lavatory Service Shut Off Valve

10392125.7

28-Feb-03

TransDigm, Inc.

Granted

Canada

Lavatory Service Shut Off Valve

2,447,989

28-Feb-03

2,447,989

13-May-08

AeroControlx

Group, Inc.

Granted

Lavatory Service Shut Off Valve

10/505,756

26-Aug-04

7,331,365

19-Feb-08

TransDigm, Inc.

Granted

Coupling Assembly

10/413,583

15-Apr-03

6,971,682

06-Dec-05

TransDigm, Inc.

Granted

Europe

Coupling Assembly

04759414.8

13-Apr-04

1613888

25-Jun-08

TransDigm, Inc.

Granted

Germany

Coupling Assembly

602004014602

13-Apr-04

1613888

25-Jun-08

TransDigm, Inc.

Granted

Spain

Coupling Assembly

04759414.8

13-Apr-04

25-Jun-08

TransDigm, Inc.

Granted

France

Coupling Assembly

04759414.8

13-Apr-04

1613888

25-Jun-08

TransDigm, Inc.

Granted

United Kingdom

Coupling Assembly

04759414.8

13-Apr-04

1613888

25-Jun-08

TransDigm, Inc.

Granted

Automatic Shutoff Refueling Receiver

10/728,832

08-Dec-03

7,467,649

23-Dec-08

▇▇▇▇▇ Rite Aerospace, Inc.

Granted

Quick Return Electro-Mechanical Actuator

10/274,558

21-Oct-02

6,677,844

31-Jan-04

AeroControlx

Granted

Static Port Skin Applique

11/065,293

25-Feb-05

7,407,136

05-Aug-08

Assignee or

Applicant

Status

Country

Title

Application No.

Filing

Date

Patent
Number

Issue Date

Group, Inc.

Apparatus and Method

TransDigm, Inc.

Granted

Straight Ribbon Heater

10/935,149

08-Sep-04

7,176,421

13-Feb-07

TransDigm, Inc.

Granted

Europe

Straight Ribbon Heater

05723008.8

15-Feb-05

1721491

09-Apr-08

TransDigm, Inc.

Granted

Germany

Straight Ribbon Heater

6020050059601

15-Feb-05

1721491

09-Apr-08

TransDigm, Inc.

Granted

Spain

Straight Ribbon Heater

05723008.8

15-Feb-05

2306118

09-Apr-08

TransDigm, Inc.

Granted

France

Straight Ribbon Heater

05723008.8

15-Feb-05

1721491

09-Apr-08

TransDigm, Inc.

Granted

United Kingdom

Straight Ribbon Heater

05723008.8

15-Feb-05

1721491

15-Feb-05

TransDigm, Inc.

Granted

Clamping Apparatus and Method

11/061,742

22-Feb-05

7,392,569

01-Jul-08

TransDigm, Inc.

Granted

Europe

Clamping Apparatus and Method

05723427.0

22-Feb-05

1716339

07-Apr-10

TransDigm, Inc.

Granted

Germany

Universal Clamp

05723427.0

22-Feb-05

60 2005

020422.9-08

07-Apr-10

TransDigm, Inc.

Granted

France

Universal Clamp

05723427.0

22-Feb-05

1716339

07-Apr-10

TransDigm, Inc.

Granted

United Kingdom

Universal Clamp

05723427.0

22-Feb-05

1716339

07-Apr-10

TransDigm, Inc.

Granted

Spain

Universal Clamp

05723427.0

22-Feb-05

1716339

07-Apr-10

TransDigm, Inc.

Granted

Italy

Universal Clamp

05723427.0

22-Feb-05

1716339

07-Apr-10

TransDigm, Inc.

Published

Aircraft Portable Water Disinfection/Sanitation System

11/790,751

27-Apr-07

TransDigm, Inc.

Published

Europe

Aircraft Portable Water Disinfection/Sanitation System

08746226.3

18-Apr-08

TransDigm, Inc.

Published

Flexible, Self Bonding Coupling Assembly

11/907,174

10-Oct-07

TransDigm, Inc.

Pending

Canada

Flexible, Self Bonding Coupling Assembly

2702255

30-Sep-08

TransDigm, Inc.

Pending

Japan

Flexible, Self Bonding Coupling Assembly

2010-528940

30-Sep-08

TransDigm, Inc.

Pending

EPO

Flexible, Self Bonding Coupling Assembly

08838500.0

30-Sep-08

AeroControlx Group

Pending

Freeze Resistant Manifold Assembly and System

12/483,666

12-Jun-09

AeroControlx Group

Pending

PCT

Freeze Resistant Manifold Assembly and System

PCT/US2010/038509

14-Jun-10

▇▇▇▇▇ Rite Aerospace, Inc.

Published

Window Shade Positioning Apparatus and Method

11/132,433

19-May-05

▇▇▇▇▇ Rite Aerospace, Inc.

Granted

Europe

Window Shade Positioning Apparatus and Device

05011345.5

25-May-05

1600316

14-Jul-10

▇▇▇▇▇ Rite Aerospace, Inc.

Granted

France

Window Shade Positioning Apparatus

05011345.5

25-May-05

1600316

14-Jul-10

▇▇▇▇▇ Rite Aerospace, Inc.

Granted

Germany

Window Shade Positioning Apparatus and Method

05011345.5

25-May-05

1600316

14-Jul-10

TransDigm, Inc.

Published

Hands Free Waste Flap Apparatus and Method

12/305,170

08-Oct-09

Assignee or

Applicant

Status

Country

Title

Application No.

Filing

Date

Patent
Number

Issue Date

TransDigm, Inc.

Published

Europe

Hands Free Waste Flap Apparatus and Method

07809622.9

18-Jun-07

▇▇▇▇▇ Rite Aerospace, Inc.

Pending

Electronic Rapid Decompression Sensor

12/921,324

07-Sep-10

▇▇▇▇▇ Rite Aerospace, Inc.

Pending

Mexico