PLEDGE AND SECURITY AGREEMENT

Exhibit 4.3

PLEDGE AND SECURITY AGREEMENT

made by

NEBRASKA BOOK COMPANY, INC.

and

CERTAIN OF THEIR SUBSIDIARIES

in favor of

WILMINGTON TRUST FSB,
as Collateral Agent

Dated as of October 2, 2009

TABLE OF CONTENTS

SCHEDULES

          PLEDGE AND SECURITY AGREEMENT, dated as of October 2, 2009, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “ Grantors ”), in favor of WILMINGTON TRUST FSB, as collateral agent (in such capacity, the “ Collateral Agent ”) for the Secured Parties referred to below.

W I T N E S S E T H :

          WHEREAS, pursuant to the Indenture dated as of the date hereof (as it may be amended or modified from time to time, the “ Indenture ”), Nebraska Book Company, Inc. (the “ Company ”) has issued its 10% Senior Secured Notes due 2011 (the “ Notes ”);

          WHEREAS, the Company is a member of an affiliated group of companies that includes each other Grantor;

          WHEREAS, the Company and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the issuance of the Notes; and

          WHEREAS, it is a condition precedent to the purchase of the Notes and the entry into the Indenture that the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the ratable benefit of the Secured Parties;

          NOW, THEREFORE, in consideration of the premises, each Grantor hereby agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:

SECTION 1.    DEFINED TERMS

          1.1    Definitions . (a) Unless otherwise defined herein, terms defined in the Indenture and used herein shall have the meanings given to them in the Indenture, and the following terms which are defined in the Uniform Commercial Code in effect in the State of New York from time to time are used herein as so defined: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claim, Documents, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights, Security, and Supporting Obligations.

          (b) The following terms shall have the following meanings:

     “ Account Debtor ”: any obligor with respect to an Account.

     “ Agreement ”: this Pledge and Security Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

     “ Company Obligations ”: any principal, interest, penalties, fees, premiums (if any), indemnifications, reimbursements, guarantees and other liabilities payable under the Notes, the Indenture and the Collateral Documents, in each case, whether now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, (including post-filing and post-petition interest, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding).

     “ Collateral ”: as defined in Section 2.

     “ Collateral Deposit Account ”: as defined in Section 5.1(a).

     “ Contingent Obligations ”: any contingent indemnification obligations for which no claim has been made, it being understood the principal, interest, penalties, fees, premiums (if any), reimbursements, guarantees, other liabilities and similar obligations relating to the Secured Obligations shall not constitute Contingent Obligations.

     “ Control ”: has the meaning set forth in Article 8 of the UCC or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.

     “ Copyrights ”: (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 6 ), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

     “ Copyright Licenses ”: all agreements, whether written or oral, naming any Grantor as licensor or licensee (including, without limitation, those listed in Schedule 6 ), granting any right under any Copyright, including, without limitation (a) the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright, (b) all rights to income, royalties, Proceeds, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past, present and future breaches thereof, and (c) all rights to sue for past, present, and future breaches thereof.

     “ Credit Agreement Obligations ”: with respect to any Subsidiary Guarantor, all obligations of such Subsidiary Guarantor which may arise under, out of, or in connection with the Credit Agreement (“ Credit Agreement ”), dated as of February 13, 1998, as amended and restated as of December 10, 2003, as further amended and restated as of March 4, 2004 and as of October 2, 2009 (as further amended, supplemented or otherwise modified from time to time), among NBC Holdings Corp., NBC Acquisition Corp., the Company, JPMorgan Chase Bank, N.A. and the banks and other financial institutions party thereto.

     “ DDA ”: each checking, savings or other Deposit Account maintained by any of the Grantors. All funds in each DDA shall be presumed to be Collateral and proceeds of Collateral, and the Collateral Agent and the other Secured Parties shall have no duty to inquire as to the source of the amounts on deposit in any DDA.

     “ Deposit Account ”: as defined in the UCC and, in any event, including without limitation, any demand, time, savings, passbook or like account maintained with a depository institution.

     “ Deposit Account Control Agreement ”: an agreement, in form and substance reasonably satisfactory to the Collateral Agent, among any Grantor, a banking institution holding such Grantor’s funds, and the Collateral Agent with respect to collection and control of all deposits and balances held in a deposit account maintained by any Grantor with such banking institution.

     “ Excluded Property ”: as defined in Section 2.

     “ Guarantor Obligations ”: with respect to any Subsidiary Guarantor, all obligations of such Subsidiary Guarantor which may arise under, out of, or in connection with this Agreement, and the guarantee by each Guarantor of the Notes, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Collateral Agent or any Secured Party that are required to be paid by such Subsidiary Guarantor pursuant to the terms of this Agreement, the Notes or the Indenture).

     “ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information and all related documentation, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

     “ Intercompany Note ”: any promissory note evidencing loans made by any Grantor to NBC Holdings Corp., a Delaware corporation, or any of its Subsidiaries.

     “ Investment Property ”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

     “ Issuers ”: the collective reference to each issuer of a Pledged Stock.

     “ Local Blocked Account Agreement ”: with respect to an account established by a Grantor, an agreement, in form and substance reasonably satisfactory to the Collateral Agent, establishing Control of such account by the Collateral Agent and whereby the bank maintaining such account agrees, during any Trigger Period, to comply only with the instructions originated by the Collateral Agent without the further consent of any Grantor.

     “ Local Blocked Account Bank ”: each bank with whom Deposit Accounts are maintained in which any funds of any of the Grantors from one or more DDAs are concentrated and with whom a Local Blocked Account Agreement has been, or is required to be, executed in accordance with the terms hereof.

     “ Local Blocked Accounts ”: as defined in Section 5.3 .

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

     “ Patents ”: (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 6 , (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 6 , and (iii) all rights to obtain any reissues or extensions of the foregoing.

     “ Patent License ”: (a) all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 6 , (b) all income, royalties, Proceeds, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past, present and future breaches thereof, and (c) all rights to sue for past, present, and future breaches thereof.

     “ Pledged Notes ”: all promissory notes listed on Schedule 2 , all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).

     “ Pledged Stock ”: the shares of Capital Stock listed on Schedule 2 , together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect.

     “ Proceeds ”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the Uniform Commercial Code in effect in the State of New York and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

     “ Receivable ”: any Account, Chattel Paper, Document, Instrument or other right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

     “ Secured Obligations ”: (i) in the case of the Company, the Company Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations.

     “ Secured Parties ”: the collective reference to (i) the Collateral Agent, (ii) the Trustee and (iii) the Holders.

     “ Securities Act ”: the Securities Act of 1933, as amended.

     “ Trademarks ”: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 6 , and (ii) the right to obtain all renewals thereof.

     “ Trademark License ”: (a) any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 6 , (b) all income, royalties, Proceeds, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past, present and future breaches thereof, and (c) all rights to sue for past, present, and future breaches thereof.

     “ Trigger Event ”: the occurrence and continuance of an Event of Default under the Credit Agreement Obligations.

     “ UCC ”: the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Collateral Agent’s Lien on any Collateral.

     “ Vehicles ”: all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of any state and, in any event including, without limitation, the vehicles listed on Schedule 8 and all tires and other appurtenances to any of the foregoing.

          1.2    Other Definitional Provisions . (a) The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

          (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

          (c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

SECTION 2.    GRANT OF SECURITY INTEREST

          Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, all of the following property 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 “ Collateral ”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations:

          (a)   all Accounts;

          (b)   all Chattel Paper;

          (c)   all Commercial Tort Claims with respect to matters listed on Schedule 8;

          (d)   all Deposit Accounts (including all cash and other items deposited therein or credited thereto);

          (e)   all Documents;

          (f)   all Equipment;

          (g)   all Fixtures;

          (h)   all General Intangibles;

          (i)   all Goods;

          (j)   all Instruments;

          (k)   all Intellectual Property;

          (l)   all Inventory;

          (m)   all Investment Property;

          (n)   all letters of credit, Letter-of-Credit Rights and Supporting Obligations;

          (o)   all Pledged Collateral;

          (p)   all Vehicles and title documents with respect to Vehicles, which shall be delivered in accordance with Section 4.12 herein;

          (q)   all cash or cash equivalents;

          (r)   all other property not otherwise described above;

          (s)   all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto pertaining to the Collateral; and

          (t)   to the extent not otherwise included, all accessions to, substitutions for and replacements, 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;

           provided , however , that notwithstanding any of the other provisions set forth in this Section 2, this Agreement shall not constitute a grant of a security interest in (a) any property to the extent that such grant of a security interest (i) is prohibited by any Requirements of Law of a Governmental Authority, (ii) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (iii) is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law and (b) more than 65% of the voting Capital Stock of any Foreign Subsidiary directly owned by any Grantor (any property described in this proviso clause being referred to herein as “ Excluded Property ”); provided that Excluded Property shall not include Proceeds, substitutions or replacements of any Excluded Property (unless such Proceeds, substitutions or replacements would constitute Excluded Property).

SECTION 3.    REPRESENTATIONS AND WARRANTIES

          To induce the Collateral Agent and certain of the other Secured Parties to enter into the Indenture and to induce the Holders to make their respective extensions of credit to the Company thereunder, each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party that:

          3.1   Title; No Other Liens . Except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Indenture, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are permitted by the Indenture.

          3.2    Perfected Second Priority Liens . The security interests granted pursuant to this Agreement upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said schedule, have been delivered to the Collateral Agent in completed and, where applicable, duly executed form) constitute valid perfected security interests in all of the Collateral (excluding items from sections 2(d) (until the agreements set forth in Section 5.1(a) are satisfied), 2(p) (until the agreements set forth in Section 4.12 are satisfied) and 2(r)) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Indenture which have priority over the Liens on the Collateral by operation of law, (ii) Liens securing the Credit Agreement Obligations and (iii) Liens described on Schedule 7 .

          3.3    Jurisdiction of Organization; Chief Executive Office . On the date hereof, such Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), federal employer identification number and the location and mailing address of such Grantor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 4 . Such Grantor has furnished to the Collateral Agent a certified charter, certificate of incorporation or other organization document and long form good standing certificate as of a date which is recent to the date hereof. The name in which it has executed this Agreement is the exact name as it appears in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization. Such Grantor has not, during the past year, (i) except as described on Schedule 4 , been a party to any acquisition, merger or consolidation or (ii) other than as set forth in Schedule 4 , had any other legal name.

          3.4    Collateral Locations . On the date hereof, the Inventory, the Equipment (other than mobile goods) and all other material Collateral are kept at the locations listed on Schedule 5. All of said locations are owned by such Grantor except for locations (i) which are leased by the Grantor as lessee and designated as such in Schedule 5 and (ii) at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment as designated as such in Schedule 5.

          3.5   Farm Products . None of the Collateral constitutes, or is the Proceeds of, Farm Products.

          3.6    Investment Property . (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor.

          (a)   All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable.

          (b)   Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

          (c)   Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and the Liens securing the Credit Agreement Obligations.

          3.7    Intellectual Property . (a) Schedule 6 lists all applications for federal registration and federally registered Intellectual Property owned by such Grantor in its own name on the date hereof.

          (b)   On the date hereof, all material Intellectual Property is valid, subsisting, unexpired and enforceable, has not been abandoned and does not infringe the intellectual property rights of any other Person.

          (c)   Except as set forth in Schedule 6 , on the date hereof, none of the Intellectual Property is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.

          (d)   No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.

          (e)   No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any Intellectual Property or such Grantor’s ownership interest therein, or (ii) which, if adversely determined, would have a material adverse effect on the value of any Intellectual Property.

          3.8    Deposit Accounts . On the date hereof, all of such Grantor’s Deposit Accounts are listed on Schedule 10 .

          3.9    Letter-of-Credit Rights and Chattel Paper . On the date hereof, Schedule 11 lists all Letter-of-Credit Rights and Chattel Paper of such Grantor. All action by such Grantor necessary to protect and perfect the Collateral Agent’s Lien under the laws of the United States on each item listed on Schedule 11 has been or, promptly following the Closing Date shall be, duly taken (including the delivery of all originals and the placement of a legend on all Chattel Paper as required hereunder).

          3.10    Commercial Tort Claims (a) On the date hereof, except to the extent listed in Schedule 9 , no Grantor has rights in any Commercial Tort Claim with potential value in excess of $100,000.

          (b)   Upon the filing of a financing statement covering any Commercial Tort Claim referred to in paragraph (a) above and Section 4.9 hereof against such Grantor in the jurisdiction specified in Schedule 3 hereto, the security interest granted in such Commercial Tort Claim will constitute a valid perfected security interest in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase such Collateral from Grantor, which security interest shall be prior to all other Liens on such Collateral except for unrecorded liens permitted by the Indenture which have priority over the Liens on such Collateral by operation of law and Liens securing the Credit Agreement Obligations.

          3.11    Vehicles. Schedule 8 is a complete and correct list of all Vehicles owned by such Grantor on the date hereof.

SECTION 4.    COVENANTS

          Each Grantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the Secured Obligations (other than the Contingent Obligations) shall have been paid in full:

          4.1    Delivery of Instruments, Certificated Securities and Chattel Paper . If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement.

          4.2    Maintenance of Perfected Security Interest; Further Documentation . (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever.

          (b)   Without limiting such Grantor’s obligations under Section 4.2(a), at any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain Control with respect thereto.

          4.3    Changes in Locations, Name, etc. Such Grantor will not, except upon 15 days’ prior written notice to the Collateral Agent and delivery to the Collateral Agent of all additional executed financing statements and other documents, if any, necessary to maintain the validity, perfection and priority of the security interests provided for herein:

     (i)   change its jurisdiction of organization or the location of its chief executive office or sole place of business or principal residence, as the case may be, or mailing address from that referred to in Section 3.3; or

     (ii)   change its name or organization identification number issued by its state of organization or type of entity or federal employer identification number.

          4.4    Notices . Such Grantor will advise the Collateral Agent and the other Secured Parties promptly, in reasonable written detail, of:

          (a)   any Lien (other than security interests created hereby or Liens permitted under the Indenture) on any of the Collateral which would adversely affect the ability of the Collateral Agent to exercise any of its remedies hereunder; and

          (b)   of the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby.

          4.5    Investment Property . (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Agent and the other Secured Parties, hold the same in trust for the Collateral Agent and the other Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Collateral Agent so requests, signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations.

          (b)   Without the prior written consent of the Collateral Agent (except pursuant to a transaction expressly permitted by the Indenture), such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Capital Stock of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and Liens securing the Credit Agreement Obligations or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.

     (i)   In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4.5(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Investment Property issued by it.

          4.6    Electronic Chattel Paper . In the event such Grantor is or becomes the owner of any electronic chattel paper such Grantor shall promptly notify the Collateral Agent and, if requested by the Collateral Agent, shall use commercially reasonable efforts to grant the Collateral Agent Control of such electronic chattel paper in accordance with the UCC.

          4.7    Intellectual Property . (a) Such Grantor (either itself or through licensees) will (i) continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (v) not (and use commercially reasonable efforts to not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way.

          (b)   Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent may become prematurely invalidated, forfeited, abandoned or dedicated to the public.

          (c)   Such Grantor (either itself or through licensees) (i) will employ each material Copyright and (ii) will, for each work covered by a material copyright, use copyright notices as required under applicable copyright laws. Such Grantor will not (either itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain.

          (d)   Such Grantor (either itself or through licensees) will not do any act that knowingly infringes the intellectual property rights of any other Person.

          (e)   Such Grantor will notify the Collateral Agent in writing immediately if it knows, or has reason to know, that any application or registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or the validity of, any material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same.

          (f)   Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Collateral Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as is necessary to evidence the Collateral Agent’s and the other Secured Parties’ security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.

          (g)   Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability and payment of maintenance fees.

          (h)   In the event that any material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Collateral Agent after it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.

          (i)   Upon the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Agent, each Grantor will use its commercially reasonable efforts to obtain all consents and approvals necessary for the assignment to the Collateral Agent or its designee of any license held by such Grantor and to enable the Collateral Agent or its designee to enforce the security interests granted hereunder.

          4.8    Insurance . (a) All insurance policies required hereunder and under Section 10.5 of the Indenture in respect of property or casualty shall name the Collateral Agent (for the benefit of the Secured Parties) as an additional insured or as loss payee, as applicable, and shall contain loss payable clauses or mortgagee clauses, through endorsements in form and substance reasonably satisfactory to the Collateral Agent (i) all proceeds thereunder with respect to any Collateral shall be applied in accordance with the Indenture; (ii) providing that no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy; and (iii) such policy and loss payable or mortgagee clauses may be canceled, amended, or terminated only upon at least thirty days prior written notice given to the Collateral Agent.

          (b)   All premiums on any such insurance shall be paid when due by such Grantor, and, if reasonably requested by the Collateral Agent, copies of the policies shall be delivered to the Collateral Agent. If such Grantor fails to obtain any insurance as required by this Section, the Collateral Agent may obtain such insurance at such Grantor’s expense. By purchasing such insurance, the Collateral Agent shall not be deemed to have waived any Default arising from the Grantor’s failure to maintain such insurance or pay any premiums therefor. If such Grantor fails to obtain any insurance as required by this Section, the Collateral Agent may obtain such insurance at the applicable Grantor’s expense.

          4.9    Commercial Tort Claims . Such Grantor shall promptly notify the Collateral Agent of any Commercial Tort Claim with potential value in excess of $100,000 acquired by it and, unless the Collateral Agent otherwise consents, such Grantor shall within 30 days of obtaining such interest sign and deliver documentation reasonably acceptable to the Collateral Agent granting to the Collateral Agent a first priority security interest in such Commercial Tort Claim (subject to the Liens permitted under the Indenture).

          4.10    Letter-of-Credit Rights . If such Grantor is or becomes the beneficiary of a letter of credit with a value in excess of $250,000, it shall promptly after becoming a beneficiary notify the Collateral Agent thereof and, at the request of the Collateral Agent (a) use commercially reasonable efforts to cause the issuer and/or confirmation bank to consent to the assignment of any Letter-of-Credit Rights in connection with such letter of credit to the Collateral Agent and (b) agree to direct all payment thereunder to a Deposit Account (which payments shall then be applied as required by the Indenture).

          4.11    Collateral Access Agreements Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse, processor or converter facility or other location where Collateral is s