Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the respective meanings set forth below: "Administrative Agent" means Pinnacle National Bank, National Association, a national banking association, in its capacity as administrative agent for the Lenders under the Credit Agreement, together with its successors and assigns in such capacity, with its principal office for purposes of

Section 1.02 — Other Interpretive Provisions (a) Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Credit Agreement. (b) All terms defined in Article 9 of the UCC (including, without limitation, "accounts," "chattel paper," "commercial tort claims," "deposit accounts," "documents," "electronic chattel paper," "equipment," "fixtures," "general inta

Section 1.03 — Relationship to Credit Agreement and Intercreditor Agreement (a) This Agreement is a "Loan Document" as defined in the Credit Agreement and is subject to all provisions of the Credit Agreement applicable to Loan Documents, including, without limitation, the provisions relating to the rights, duties, exculpation, and indemnification of the Administrative Agent and the Collateral Agent. (b) In the event

Section 2.01 — Guarantee of the Obligations Each Subsidiary Guarantor hereby jointly and severally, unconditionally and irrevocably, guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties, the full and punctual payment when due (whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise) and performance of all Guaranteed Obligations. As used herein, "Guara

Section 2.02 — Guarantee Unconditional The obligations of each Subsidiary Guarantor under this Article II are absolute and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of the Credit Agreement, this Agreement, any other Loan Document, or any other agreement or instrument referred to herein or therein, and, to the fullest extent permitted by applicable law, irrespective

Section 2.03 — Reinstatement The obligations of each Subsidiary Guarantor under this Article II shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded, invalidated, declared to be fraudulent or preferential, set aside, or must otherwise be restored or returned by any Secured Party upon the insolvency, bank

Section 2.04 — Waiver of Defenses Each Subsidiary Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law: (a) promptness, diligence, notice of acceptance of this guarantee, presentment, demand for payment or performance, protest, notice of non-payment, notice of dishonor, notice of any loans made, credit extended, Collateral received or delivered, or any other actio

Section 2.05 — Subrogation No Subsidiary Guarantor shall exercise any right of subrogation, contribution, reimbursement, or indemnity against the Borrower or any other Grantor, or any right to participate in any claim or remedy of any Secured Party against the Borrower or any other Grantor or any Collateral that any Secured Party now has or hereafter acquires, in each case whether or not such claim, remedy, or right

Section 2.06 — Contribution Among Guarantors (a) Each Subsidiary Guarantor agrees that, in connection with payments made hereunder, each Subsidiary Guarantor shall have the right of contribution from each other Subsidiary Guarantor in accordance with applicable law, as among themselves (but not against the Borrower); provided, however, that no such right of contribution may be exercised, and no claim in respect there

Section 2.07 — Keepwell Each Grantor that at any time constitutes a Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support to each other Grantor that is not then an "eligible contract participant" under the Commodity Exchange Act (each, a "Specified Grantor") as may be needed by such Specified Grantor from time to time to ho

Section 2.08 — Continuing Guarantee The guarantee set forth in this Article II is a continuing guarantee and shall apply to all Guaranteed Obligations whenever arising, whether existing at the date hereof or arising after the date hereof. This guarantee shall remain in full force and effect until all Secured Obligations have been indefeasibly paid in full in cash, all commitments under the Credit Agreement have been

ARTICLE III — COLLATERAL; GRANT OF SECURITY INTEREST

Section 3.01 — Grant of Security Interest As security for the full and punctual payment and performance when due (whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise) of all Secured Obligations, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing firs

Section 3.02 — Excluded Assets Notwithstanding the foregoing provisions of Section 3.01, the Collateral shall not include any Excluded Assets (as defined in Section 1.01). Each Grantor acknowledges and agrees that, to the extent any property is an Excluded Asset at the time of its acquisition by such Grantor but subsequently ceases to qualify as an Excluded Asset (whether by reason of the lapse or termination of an a

Section 3.03 — Pari Passu Lien; Intercreditor Agreement (a) The security interests granted pursuant to this Article III secure the Secured Obligations on a first-priority basis, pari passu and on an equal and ratable basis with the liens securing the obligations arising under the Existing Credit Agreement, all as set forth in, and subject to the terms and conditions of, the Intercreditor Agreement. Each Grantor ackno

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE GRANTORS Each Grantor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof and as of the date of each extension of credit under the Credit Agreement, as follows:

Section 4.01 — Organization and Good Standing Each Grantor is a legal entity duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now conducted. Without limiting the generality of the foregoing: (a) VMS is a corporation duly incorporated, validly

Section 4.02 — Authorization; No Conflicts (a) Each Grantor has full corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Agreement and to grant the security interests and pledges provided for herein. The execution, delivery, and performance by each Grantor of this Agreement, and the grant by each Grantor of the security interest

Section 4.03 — Enforceability This Agreement has been duly executed and delivered by each Grantor and constitutes the legal, valid, and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, or other similar laws relating to or

Section 4.04 — Ownership of Collateral; Liens Each Grantor is the sole legal and beneficial owner of all of its Collateral, and has good and marketable title thereto, free and clear of all Liens of every kind or nature, other than (a) the Lien created in favor of the Collateral Agent pursuant to this Agreement, (b) the Liens securing the obligations under the Existing Credit Agreement (as governed by the Intercredito

Section 4.05 — Locations; Organizational Information (a) Schedule 4.05 attached hereto sets forth, as of the date hereof, for each Grantor: (i) its exact legal name as it appears in its organizational documents filed with the applicable secretary of state or other filing office, (ii) its jurisdiction of organization, (iii) its organizational identification number (as assigned by its jurisdiction of organization), (iv

Section 4.06 — Accounts Receivable All accounts receivable of each Grantor constituting Collateral are genuine and arise out of bona fide transactions in the ordinary course of business, and are not subject to any defense, set-off, counterclaim, or discount, except as may be disclosed in writing to the Collateral Agent. Each Grantor has delivered or made available to the Collateral Agent a true and correct aging sche

Section 4.07 — Inventory All inventory of each Grantor constituting Collateral is of good and merchantable quality, free from material defects (ordinary wear and tear excepted), and is not subject to any licensing, patent, trademark, trade name, or copyright agreement with any third party that restricts the ability of the Collateral Agent to exercise its remedies with respect thereto, except as otherwise disclosed on

Section 4.08 — Equipment All material equipment of each Grantor constituting Collateral (including, without limitation, all tooling, dies, molds, fixtures, jigs, patterns, and machinery) is in good working order and condition, ordinary wear and tear excepted, and is adequate for the uses to which it is being put. All such equipment is located at the locations identified on Schedule 4.05. No material item of equipment

Section 4.09 — Intellectual Property (a) Schedule 4.09 sets forth a true and complete list, as of the date hereof, of all registered patents, registered trademarks (including service marks), and registered copyrights owned by each Grantor, and all pending applications therefor, including the registration or application number, the filing or registration date, and the jurisdiction of registration or filing. (b) Each G