(c)      all Proceeds with respect to any of the foregoing Collateral.

Each category of Collateral set forth above shall have the meaning set forth in the UCC.

SECTION 2.        Security for Obligations.

This Agreement secures, and the Collateral is collateral security for, the prompt payment in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Secured Obligations of each Grantor. “ Secured Obligations ” means:

(a)      with respect to Company, all obligations and liabilities of every nature of Company now or hereafter existing under or arising out of or in connection with the Guaranty, and

(b)      with respect to each Affiliate Grantor and Additional Grantor, all obligations and liabilities of every nature of such Affiliate Grantor now or hereafter existing under or arising out of or in connection with the Credit Agreement and the other Loan Documents, in each case together with all extensions or renewals thereof, whether for principal, interest, reimbursement of amounts drawn under letters of credit, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors now or hereafter existing under this Agreement (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to Company or any other Grantor, would accrue on such obligations, whether or not a claim is allowed against Company or such Grantor for such amounts in the related bankruptcy proceeding).

SECTION 3.        Representations and Warranties.

Each Grantor represents and warrants as follows:

(a)      Jurisdiction of Organization . Each Grantor’s name as it appears in official filings in the state of its organization; such Grantor’s type of organization (i.e. corporation, limited partnership, etc.), jurisdiction of organization and organization number provided by the applicable government authority of the jurisdiction of organization are set forth on Schedule 1 annexed hereto.

(b)      Names . No Grantor (or predecessor by merger or otherwise of such Grantor) has, within the four month period preceding the date hereof, or, in the case of an Additional Grantor, the date of the applicable Counterpart, had a different name from the name of such Grantor listed or the signature pages hereof.

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(c)      Due Authorization, etc . Each Grantor is duly formed, validly existing and in good standing and subsisting under the law of its jurisdiction of organization and has full entity power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary entity action. This Agreement constitutes a legally valid and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

(d)      No Conflict . The execution, delivery and performance of this Agreement by each Grantor will not violate the Organizational Documents of such Grantor, any provision of law applicable to such Grantor or any order, judgment or decree of any court or other governmental agency binding on such Grantor.

(e)      Security Interests . The security interests in the Collateral granted hereunder constitute valid security interests in the Collateral, securing payment of the Secured Obligations.

SECTION 4.        Further Assurances.

(a)      Generally.  Each Grantor agrees that from time to time, at the expense of Grantors, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor will: (a) (i) execute (if necessary) and file such financing or continuation statements, or amendments thereto, (ii) subject to the provisions of Section 6(f), execute and deliver, and cause to be executed and delivered, all federal and state tax forms establishing that Secured Party or its designee has (A) a security interest in the Collateral, (B) the Secured Party or its designee has the right to directly receive payments from the federal government or any  state government with respect to such Collateral, and (C) the right to endorse any instruments of payment drawn on the United States Treasury, or any equivalent State government agency (these forms shall include, but are not limited to, IRS Form 2848, Power of Attorney and Declaration of Representative, Department of Treasury Form 234, General Power of Attorney By a Corporation For the Collection of Certain Checks Drawn on the United States Treasury and any equivalent forms issued by any state taxing agency); (iii) provide Secured Party with any documentation deemed necessary by Secured Party to allow Secured Party to receive payments with respect to the Collateral in compliance with the Federal Anti-Assignment Act (31 U.S.C. § 3727; (iv) deliver to Secured Party all Instruments representing or evidencing the Pledged Debt, accompanied by duly executed endorsements or instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party and (v) deliver such other instruments or notices, in each case, as may be necessary or desirable, or as Secured Party may request, in order to perfect and preserve the security interests granted or purported to be granted hereby; (vi) refrain from authorizing any person other than Secured Party or its designee to directly receive payments from the federal government or any state government with respect to the Collateral or to endorse any instruments of payment drawn on the United States Treasury or any equivalent State government agency; (vii) revoke any existing powers of attorney authorizing any person other than Secured Party or its designee to directly receive payments from the federal government or

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any state government with respect to the Collateral or to endorse any instruments of payment drawn on the United States Treasury or any equivalent State government agency; (b) furnish to Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Secured Party may reasonably request, all in reasonable detail; (c) at Secured Party’s reasonable request, appear in and defend any action or proceeding that may affect such Grantor’s title to or Secured Party’s security interest in all or any part of the Collateral; and (d) use commercially reasonable efforts to obtain any necessary consents of third parties to the creation and perfection of a security interest in favor of Secured Party with respect to any Collateral. Each Grantor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral.

(b)      Pledged Debt .  Without limiting the generality of the foregoing Section 4(a)., Grantor agrees that (i) all Instruments representing or evidencing the Pledged Debt shall be delivered to and held by or on behalf of Secured Party pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank, all in form and substance reasonably satisfactory to Secured Party and (ii) it will, upon obtaining any additional Pledged Debt, promptly (and in any event within five Business Days) deliver to Secured Party a Pledge Supplement, duly executed by Grantor, in respect of such additional Pledged Debt; provided, that the failure of Grantor to execute a Pledge Supplement with respect to any additional Pledged Debt shall not impair the security interest of Secured Party therein or otherwise adversely affect the rights and remedies of Secured Party hereunder with respect thereto.

SECTION 5.        Certain Covenants of Grantors.

Each Grantor shall:

(a)      Either (i) deposit all Refund Collateral received by a Borrower or Guarantor into a deposit account in the name of Guarantor at a Lender and maintain such Collateral in a deposit account at a Lender until the Maturity Date, or (ii) make a voluntary prepayment of the Loans in the amount of such Refund Collateral when such Refund Collateral is received by a Borrower or Guarantor.

(b)      not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;

(c)      give Secured Party at least 30 days’ prior written notice of any change in such Grantor’s name, identity or corporate structure;

(d)      give Secured Party at least 30 days’ prior written notice of any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of such Grantor;

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(e)      permit representatives of Secured Party at any time during normal business hours to inspect and make abstracts from Records of the Collateral, and each Grantor agrees to render to Secured Party, at Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto.

SECTION 6.        Secured Party Appointed Attorney-in-Fact

Each Grantor hereby irrevocably appoints Secured Party as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, Secured Party or otherwise, from time to time in Secured Party’s discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable