Unassociated Document


    EXECUTION
COPY

     

    SECURITY

     

    AGREEMENT

     

    Dated
November 10, 2010

     

    From

     

    The
Grantors referred to herein

     

    as
Grantors

     

    to

     

    BANK OF
AMERICA, N.A.

     

    as Administrative
Agent


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE  OF  CONTENTS

     

    
      
        
          	
                  Section

                	
                  Page

                
	 
      	 
      
	
                  Section
      1. Grant of Security

                	
                  2

                
	 
      	 
      
	
                  Section
      2. Security for Obligations

                	
                  7

                
	 
      	 
      
	
                  Section
      3. Grantors Remain Liable

                	
                  8

                
	 
      	 
      
	
                  Section
      4. Delivery and Control of Security Collateral

                	
                  8

                
	 
      	 
      
	
                  Section
      5. Maintaining the Account Collateral

                	
                  9

                
	 
      	 
      
	
                  Section
      6. [Reserved]

                	
                  9

                
	 
      	 
      
	
                  Section
      7. [Reserved]

                	
                  9

                
	 
      	 
      
	
                  Section
      8. Representations and Warranties

                	
                  9

                
	 
      	 
      
	
                  Section
      9. Further Assurances

                	
                  14

                
	 
      	 
      
	
                  Section
      10. [Reserved]

                	
                  15

                
	 
      	 
      
	
                  Section
      11. Insurance

                	
                  15

                
	 
      	 
      
	
                  Section
      12. Post-Closing Changes; Collections on Receivables and Related
      Contracts

                	
                  16

                
	 
      	 
      
	
                  Section
      13. As to Intellectual Property Collateral

                	
                  17

                
	 
      	 
      
	
                  Section
      14. Voting Rights; Dividends; Etc.

                	
                  18

                
	 
      	 
      
	
                  Section
      15. [Reserved]

                	
                  20

                
	 
      	 
      
	
                  Section
      16. As to Letter-of-Credit Rights

                	
                  20

                
	 
      	 
      
	
                  Section
      17. Commercial Tort Claims

                	
                  21

                
	 
      	 
      
	
                  Section
      18. Transfers and Other Liens

                	
                  21

                
	 
      	 
      
	
                  Section
      19. Administrative Agent Appointed Attorney in Fact

                	
                  21

                
	 
      	 
      
	
                  Section
      20. Administrative Agent May Perform

                	
                  21

                
	 
      	 
      
	
                  Section
      21. The Administrative Agent’s Duties

                	
                  22

                
	 
      	 
      
	
                  Section
      22. Remedies

                	
                  22

                
	 
      	 
      
	
                  Section
      23. Indemnity and Expenses

                	
                  24

                
	 
      	 
      
	
                  Section
      24. Amendments; Waivers; Additional Grantors; Etc.

                	
                  25

                
	 
      	 
      
	
                  Section
      25. Notices, Etc.

                	
                  25

                


        

      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        	
                Section
      26. Continuing Security Interest; Assignments under the Credit
      Agreement

              	
                25

              
	 
      	 
      
	
                Section
      27. Release; Termination

              	
                26

              
	 
      	 
      
	
                Section
      28. Execution in Counterparts

              	
                26

              
	 
      	 
      
	
                Section
      29. Governing Law

              	
                26

              
	 
      	 
      
	
                Section
      30. Intercreditor Agreement.

              	
                26

              


      

    

    


    
      
        
          
            	
                    Schedules

                  	 
      	 
      
	 	 	 
	
                    Schedule
      I

                  	
                    -

                  	
                    Investment
      Property

                  
	
                    Schedule
      II

                  	
                    -

                  	
                    Initial
      Pledged Deposit Accounts

                  
	
                    Schedule
      III

                  	
                    -

                  	
                    [Intentionally
      Omitted]

                  
	
                    Schedule
      IV

                  	
                    -

                  	
                    Intellectual
      Property

                  
	
                    Schedule IV-A   

                  	
                    -

                  	
                    Security
      Interests in Intellectual Property for Which a Release has Not Been
      Filed

                  
	
                    Schedule
      V

                  	
                    -

                  	
                    Commercial
      Tort Claims

                  
	
                    Schedule
      VI

                  	
                    -

                  	
                    Location,
      Chief Executive Office, Type of Organization, Jurisdiction
    of

                  
	 
      	 
      	
                    Organization
      and Organizational Identification Number

                  
	
                    Schedule
      VII

                  	
                    -

                  	
                    Changes
      in Name, Location, Etc.

                  
	
                    Schedule
      VIII

                  	
                    -

                  	
                    [Intentionally
      Omitted]

                  
	
                    Schedule
      IX

                  	
                    -

                  	
                    Letters
      of Credit

                  
	 
      	 
      	 
      
	
                    Exhibits

                  	 
      	 
      
	 	 	 
	
                    Exhibit
      A

                  	
                    -

                  	
                    Form
      of First Lien Intellectual Property Security Agreement

                  
	
                    Exhibit
      B

                  	
                    -

                  	
                    Form
      of First Lien Intellectual Property Security Agreement
      Supplement

                  
	
                    Exhibit
      C

                  	
                    -

                  	
                    Form
      of Security Agreement
Supplement

                  


          

        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    SECURITY
AGREEMENT

     

    SECURITY
AGREEMENT dated November 10, 2010 (as amended, amended and restated,
supplemented or otherwise modified from time to time, this “Agreement”),
made by Chemtura Corporation, a Delaware corporation (the “Company”)
and each of the other Persons listed on the signature pages hereof (the Company
and the Persons so listed being, collectively, the “Grantors”),
to Bank of America, N.A., as Administrative Agent (in such capacity, together
with any successor Administrative Agent appointed pursuant to Article VII of the
Credit Agreement (as hereinafter defined), the “Administrative
Agent”) for the Secured Parties (as defined in the Credit
Agreement).

     

    PRELIMINARY
STATEMENTS.

     

    (1) The
Company has entered into a Senior Secured Term Facility Credit Agreement dated
as of August 27, 2010 (as amended by Amendment No. 1, dated as of September 27,
2010, and as further amended, amended and restated, supplemented or otherwise
modified from time to time, the “Credit
Agreement”) with the Administrative Agent, the other agents named
therein, and the Lenders from time to time party thereto.

     

    (2) As of
the date hereof, each Grantor is the owner of the shares of stock or other
Equity Interests (the “Initial Pledged
Equity”) set forth opposite such Grantor’s name on and as otherwise
described in Part I of Schedule I hereto and issued by the Persons named therein
and of the indebtedness (the “Initial Pledged
Debt”) set forth opposite such Grantor’s name on and as otherwise
described in Part II of Schedule I hereto and issued by the obligors named
therein.

     

    (3) As of
the date hereof, each Grantor is the owner of the deposit accounts (the “Initial Pledged
Deposit Accounts”) set forth opposite such Grantor’s name on Schedule II
hereto.

     

    (4) As of
the date hereof, each Grantor is the owner of the securities accounts set forth
in Part III of Schedule I (the “Securities
Accounts”).

     

    (5) It is
a condition precedent to the Escrow Release Date that the Grantors shall have
granted the security interest contemplated by this Agreement.  Each
Grantor will derive substantial direct and indirect benefit from the
transactions contemplated by the Loan Documents.

     

    (6) Terms
defined in the Credit Agreement or the Intercreditor Agreement (as defined
below) and not otherwise defined in this Agreement are used in this Agreement as
defined in the Credit Agreement or the Intercreditor Agreement, as the context
may require.  Further, unless otherwise defined in this Agreement or
in the Credit Agreement or the Intercreditor Agreement, terms defined in Article
8 or 9 of the UCC (as defined below) and/or in the Federal Book Entry
Regulations (as defined below) are used in this Agreement as such terms are
defined in such Article 8 or 9 and/or in the Federal Book Entry
Regulations.  “UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New
York; provided that, if
perfection or the effect of perfection or non-perfection or the priority of any
security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, “UCC” means
the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.  “Federal
Book-Entry Regulations” means (A) the federal regulations contained in
Subpart B (“Treasury/Reserve Automated Debt Entry System (TRADES)”) governing
book-entry securities consisting of U.S. Treasury notes, bills and bonds and
Subpart D (“Additional Provisions”) of 31 C.F.R. Part 357, 31 C.F.R. § 357.10
through § 357.15 and § 357.40 through § 357.45, including related defined terms
in 31 C.F.R. § 357.2); and (B) to the extent substantially identical to the
federal regulations referred to in clause (A) above, the federal regulations
governing other book-entry securities.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    NOW,
THEREFORE, in consideration of the premises and in order to permit the proceeds
of Advances to be released from escrow and to induce the Hedge Banks to enter
into Secured Hedge Agreements from time to time, the Cash Management Banks to
enter into Secured Cash Management Agreements from time to time, and the
Specified Credit Banks to enter into Secured Specified Credit Agreements from
time to time, each Grantor hereby agrees with the Administrative Agent for the
ratable benefit of the Secured Parties as follows:

     

    Section
1. Grant of
Security.  Each
Grantor hereby grants to the Administrative Agent, for the ratable benefit of
the Secured Parties, a security interest in such Grantor’s right, title and
interest in and to the following, in each case, as to each type of property
described below, whether now owned or hereafter acquired by such Grantor,
wherever located, and whether now or hereafter existing or arising
(collectively, the “Collateral”):

     

    (a) all
“equipment” as defined in the UCC (any and all such property being the “Equipment”);

     

    (b) all
“inventory” as defined in the UCC (any and all such property being the “Inventory”);

     

    (c) all
“general intangibles” as defined in the UCC (any and all such property being the
“General
Intangibles”);

     

    (d) all
“goods” as defined in the UCC (any and all such property being the “Goods”);

     

    (e) all
“accounts” as defined in the UCC (any and all such accounts and other
obligations, to the extent not referred to in clause (d), (e) or (f) below,
being the “Receivables,”
and any and all such supporting obligations, security agreements, mortgages,
Liens, leases, letters of credit and other contracts being the “Related
Contracts”);

     

    (f) the
following (the “Security
Collateral”):

     

    (i)           the
Initial Pledged Equity and the certificates, if any, representing the Initial
Pledged Equity, and all dividends, distributions, return of capital, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Initial
Pledged Equity and all warrants, rights or options issued thereon or with
respect thereto;

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (ii)          the
Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged
Debt, and all interest, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of the Initial Pledged Debt;

     

    (iii)         all
additional shares of stock and other Equity Interests from time to time acquired
by such Grantor in any manner (such shares and other Equity Interests, together
with the Initial Pledged Equity, being the “Pledged
Equity”), and the certificates, if any, representing such additional
shares or other Equity Interests, and all dividends, distributions, return of
capital, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such shares or other Equity Interests and all warrants, rights or options
issued thereon or with respect thereto;

     

    (iv)         all
additional indebtedness from time to time owed to such Grantor (such
indebtedness, together with the Initial Pledged Debt, being the “Pledged
Debt”) and the instruments, if any, evidencing such indebtedness, and all
interest, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such indebtedness;

     

    (v)          the
Securities Accounts, all security entitlements with respect to all financial
assets from time to time credited to the Securities Accounts, and all financial
assets, and all dividends, distributions, return of capital, interest, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
security entitlements or financial assets and all warrants, rights or options
issued thereon or with respect thereto; and

     

    (vi)         all
other investment property (including, without limitation, all (A) securities,
whether certificated or uncertificated, (B) security entitlements, (C)
securities accounts, (D) commodity contracts and (E) commodity accounts) in
which such Grantor has now, or acquires from time to time hereafter, any right,
title or interest in any manner, and the certificates or instruments, if any,
representing or evidencing such investment property, and all dividends,
distributions, return of capital, interest, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of such investment property and all warrants, rights
or options issued thereon or with respect thereto;

     

    (g) the
following (collectively, the “Account
Collateral”):

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (i)           all
deposit accounts (including the Initial Pledged Deposit Accounts) (the “Pledged Deposit
Accounts”, it being understood that the Pledged Deposit Accounts shall
not include the Excluded Accounts (as defined below)), and all funds and
financial assets from time to time credited thereto (including, without
limitation, all Cash Equivalents), and all certificates and instruments, if any,
from time to time representing or evidencing the Pledged Deposit
Accounts;

     

    (ii)          all
promissory notes, certificates of deposit, checks and other instruments from
time to time delivered to or otherwise possessed by the Administrative Agent or
the Revolving Facility Agent for or on behalf of such Grantor in substitution
for or in addition to any or all of the then existing Account Collateral;
and

     

    (iii)         all
interest, dividends, distributions, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the then existing Account Collateral;

     

    (h) the
following (collectively, the “Intellectual
Property Collateral”):

     

    (i)           all
patents, patent applications, utility models and statutory invention
registrations, together with all inventions claimed or disclosed therein and all
improvements thereto (“Patents”);

     

    (ii)          all
trademarks, service marks, domain names, trade dress, logos, designs, slogans,
trade names, business names, fictitious business names, corporate names,
certification marks, collective marks and other source identifiers, whether
registered or unregistered (provided that no security interest shall be granted
in any United States intent-to-use trademark application for registration of a
trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051,
prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the
Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the
Lanham Act with respect thereto, solely to the extent, if any, that, and solely
during the period, if any, in which, the grant of a security interest therein
would impair the validity or enforceability, or result in the voiding, of such
application or any registration that issues from such application under
applicable federal law), together, in each case, with the goodwill symbolized
thereby (“Trademarks”);

     

    (iii)         all
copyrights (whether or not the underlying works of authorship have been
published), including, without limitation, copyrights in Computer Software (as
hereinafter defined), internet web sites and the content thereof, whether
registered or unregistered (“Copyrights”);

     

    (iv)         all
computer software, programs and databases (including, without limitation, source
code, object code and all related applications and data files), firmware and
documentation and materials relating thereto, together with any and all
maintenance rights, service rights, programming rights, hosting rights, test
rights, improvement rights, renewal rights and indemnification rights and any
substitutions, replacements, improvements, error corrections, updates and new
versions of any of the foregoing (“Computer
Software”);

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (v) 
        all confidential and proprietary
information, including, without limitation, know-how, trade secrets,
manufacturing and production processes and techniques, inventions, research and
development information, databases and data, including, without limitation,
technical data, financial, marketing and business data, pricing and cost
information, business and marketing plans and customer and supplier lists and
information (collectively, “Trade
Secrets”), and all other intellectual, industrial and intangible property
of any type, including, without limitation, industrial designs and mask
works;

     

    (vi)         all
registrations and applications for registration for any of the foregoing,
including, without limitation, those registrations and applications for
registration set forth in Schedule IV hereto, together with all reissues,
divisions, continuations, continuations-in-part, extensions, renewals and
reexaminations thereof;

     

    (vii)        all
rights in the foregoing provided by international treaties or conventions, all
rights corresponding thereto throughout the world and all other rights of any
kind whatsoever of such Grantor accruing thereunder or pertaining
thereto;

     

    (viii)       all
agreements, permits, consents, orders and franchises relating to the license,
development, use or disclosure of any of the foregoing to which such Grantor,
now or hereafter, is a party or a beneficiary, including, without limitation,
the agreements set forth in Schedule IV hereto (“IP
Agreements”);

     

    (ix)         
all tangible embodiments of any of the foregoing; and

     

    (x)          
any and all claims for damages and injunctive relief for past, present and
future infringement, dilution, misappropriation, violation, misuse or breach
with respect to any of the foregoing, with the right, but not the obligation, to
sue for and collect, or otherwise recover, such damages;

     

    (i) the
commercial tort claims described in Schedule V hereto (together with any
commercial tort claims as to which the Grantors have complied with the
requirements of Section 17, the “Commercial Tort
Claims Collateral”);

     

    (j) all
books and records (including, without limitation, customer lists, credit files,
printouts and other computer output materials and records) of such Grantor
pertaining to any of the Collateral; and

     

    (k) all
proceeds of, collateral for, income, royalties and other payments now or
hereafter due and payable with respect to, and supporting obligations relating
to, any and all of the Collateral (including, without limitation, proceeds,
collateral and supporting obligations that constitute property of the types
described in clauses (a) through (j) of this Section 1) and, to the extent not
otherwise included, all (A) payments under insurance (whether or not the
Administrative Agent is the loss payee thereof), or any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to
any of the foregoing Collateral, and (B) cash;

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    provided that:

     

    (1) the
Collateral shall not include any rights or interests of a Grantor in any joint
venture if, and to the extent that, under applicable law or the terms of the
applicable contract with respect thereto, the valid grant of a security interest
or other Lien therein hereunder is prohibited and such prohibition has not been
or is not waived, or the consent of each other party to such contract has not
been or is not otherwise obtained, or under applicable law such prohibition
cannot be waived, provided that the foregoing
exclusion under this clause (1) shall in no way be construed (i) to apply if any
such prohibition is ineffective or unenforceable under the UCC (including
Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law or (ii) so as
to limit, impair or otherwise affect the Administrative Agent’s unconditional
continuing security interest in and Lien upon any rights or interests of any
Grantor in or to monies due or to become due under any such contract; provided further that, if, as a result
of any change in applicable law or the terms of the applicable contract with
respect thereto or in any other circumstance, the grant of such a security
interest or other Lien is no longer so prohibited, then this clause (1) shall,
immediately upon the change in such laws or circumstance, no longer exclude such
rights or interests from the Collateral;

     

    (2)  solely
to the extent and only for so long as the pledge by any Grantor of more than 65%
of the Voting Foreign Stock in a CFC under this Agreement to the Administrative
Agent on behalf of the Secured Parties would result in material adverse tax
consequences to the Company, the Collateral shall not include any Equity
Interests in any CFC (or any Equity Interests in any entity that is treated as a
partnership or a disregarded entity for United States federal income tax
purposes and in each case whose assets are solely Equity Interests in CFCs (a
“Flow-Through
Entity”) that own, directly or indirectly through one or more other
Flow-Through Entities, Equity Interests in any CFCs) owned or otherwise held by
such Grantor which, when aggregated with all of the other Equity Interests in
such CFC (or Flow-Through Entity) pledged by any Grantor, would result (or would
be deemed to result for United States federal income tax purposes) in more than
65% of the total combined voting power of all classes of stock in a CFC entitled
to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)
promulgated under the Internal Revenue Code) (the “Voting Foreign
Stock”) (on a fully diluted basis) being pledged to the Administrative
Agent, on behalf of the Secured Parties, under this Agreement (provided that all
of the shares of stock in a Foreign Subsidiary not entitled to vote (within the
meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the
Internal Revenue Code) (the “Non-Voting
Foreign Stock”) shall be Collateral pledged by each of the Grantors that
owns or otherwise holds any such Non-Voting Foreign Stock therein); provided further that, if, as a result
of any change in the tax laws of the United States of America after the date of
this Agreement or in any other circumstance, the pledge by such Grantor of any
additional shares of stock in any such Foreign Subsidiary to the Administrative
Agent, on behalf of the Secured Parties, under this Agreement would not result
in material adverse tax consequences to the Company, then this clause (2) shall,
immediately upon the change in such laws or circumstance, no longer exclude such
additional shares of stock from the Collateral;

     

    (3)  the
Collateral shall not include any property or asset to the extent that the grant
of a Lien hereunder in such property or asset is prohibited by applicable law or
requires any consent of any governmental authority not obtained pursuant to
applicable law; provided that such property
or asset will be excluded from the Collateral only to the extent and for so long
as the consequences specified above will result and will be included in the
Collateral and will become subject to the Lien granted hereunder, immediately
and automatically, at such time as such consequences will no longer
result;

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (4)  the
Collateral shall not include any lease, license, contract, property right or
agreement to which any Grantor is a party or any of its rights or interests
thereunder only to the extent and only for so long as the grant of a Lien
hereunder will constitute or result in a breach, termination or default under or
requires any consent not obtained under any such lease, license, contract,
agreement or property right (other than to the extent that any such term would
be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the
UCC (or any successor provision or provisions) of any relevant jurisdiction or
any other applicable law (including the Bankruptcy Code) or principles of
equity); provided that
such lease, license, contract, property right or agreement will be excluded from
the Collateral only to the extent and for so long as the consequences specified
above will result and will be included in the Collateral and will become subject
to the Lien granted hereunder, immediately and automatically, at such time as
such consequences will no longer result; and

     

    (5) the
Collateral shall not include any motor vehicles, vessels and aircraft, or other
property subject to a certificate of title statute of any
jurisdiction.

     

    Section
2. Security for
Obligations.  This
Agreement secures, in the case of each Grantor, the payment of all Obligations
of each Loan Party or Subsidiary of a Loan Party now or hereafter existing under
or in respect of the Loan Documents (including, without limitation, the Non-Loan
Party Bank Product Agreements (as defined below) and Secured Specified Credit
Agreements), whether direct or indirect, absolute or contingent, and whether for
principal, reimbursement obligations, interest, fees, premiums, penalties,
indemnifications, contract causes of action, costs, expenses or otherwise (all
such Obligations being the “Secured
Obligations”; provided however that if the aggregate
principal or notional amount of Obligations (in terms of Agreement Value in the
case of Secured Hedge Agreements) under all Secured Cash Management Agreements
and Secured Hedge Agreements, in each case entered into by Non-Loan Parties
(“Non-Loan
Party Bank Product Agreements”) exceeds $10,000,000 at any time
outstanding, then the Secured Obligations shall exclude all Obligations under
Non-Loan Party Bank Product Agreements other than those Obligations under
Non-Loan Party Bank Product Agreements (“Included
Obligations”) designated in a writing delivered by the Company to the
Administrative Agent as being included in the Secured Obligations, subject to a
maximum aggregate principal or notional amount (in terms of Agreement Value in
the case of Secured Hedge Agreements) for all Included Obligations of
$10,000,000 at any time outstanding.  Without limiting the generality
of the foregoing, this Agreement secures, as to each Grantor, the payment of all
amounts that constitute part of the Secured Obligations and would be owed by any
Loan Party or Subsidiary of a Loan Party to any Secured Party under the Loan
Documents but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving a
Loan Party or Subsidiary of a Loan Party.

     

    
      
         


      

      
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    Section
3. Grantors Remain
Liable.  Anything
herein to the contrary notwithstanding, (a) each Grantor shall remain liable
under the contracts and agreements included in such Grantor’s Collateral to the
extent set forth therein to perform all of its duties and obligations thereunder
to the same extent as if this Agreement had not been executed, (b) the exercise
by the Administrative Agent of any of the rights hereunder shall not release any
Grantor from any of its duties or obligations under the contracts and agreements
included in the Collateral and (c) no Secured Party shall have any obligation or
liability under the contracts and agreements included in the Collateral by
reason of this Agreement or any other Loan Document, nor shall any Secured Party
be obligated to perform any of the obligations or duties of any Grantor
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.

     

    Section
4. Delivery and
Control of Security Collateral.  (a)
All certificates or instruments representing or evidencing Security Collateral
(except any certificate or instrument the principal amount evidenced thereby
does not exceed $1,000,000 individually and $10,000,000 in the aggregate (for
any and all certificates and instruments held by any and all Grantors)) shall be
delivered promptly to and held by or on behalf of the Administrative Agent
pursuant hereto (unless the Revolving Facility Agent is granted a prior security
interest in such certificates and instruments and the same are required to be
delivered (and are so delivered) to the Revolving Facility Agent) and shall be
accompanied by duly executed instruments of transfer or assignment in
blank.  The Administrative Agent shall have the right at any time to
exchange certificates or instruments representing or evidencing Security
Collateral for certificates or instruments of smaller or larger denominations to
the extent the relevant Grantor can obtain such certificates with the exercise
of commercially reasonable efforts.

     

    (b) From
and after the date falling 45 days after the date hereof (or such later date as
the Administrative Agent may reasonably determine), with respect to any
Securities Account (other than any Excluded Account (as defined below)) and any
Security Collateral that constitutes a security entitlement as to which the
financial institution acting as Administrative Agent hereunder is not the
securities intermediary, the relevant Grantor will cause the securities
intermediary with respect to such Securities Account or security entitlement
either (i) to identify in its records the Administrative Agent as the
entitlement holder thereof or (ii) to execute and deliver to the Administrative
Agent a control agreement, such agreement to be in form and substance reasonably
satisfactory to the Administrative Agent (a “Securities
Account Control Agreement”).

     

    (c)
Subject to the Intercreditor Agreement, the Administrative Agent shall have the
right, at any time after the occurrence and during the continuance of an Event
of Default, (i) in its discretion and without notice to any Grantor, to transfer
to or to register in the name of the Administrative Agent or any of its nominees
any or all of the Security Collateral, subject only to the revocable rights
specified in Section 14(a) and (ii) to convert Security Collateral consisting of
financial assets credited to any Securities Account to Security Collateral
consisting of financial assets held directly by the Administrative Agent, and to
convert Security Collateral consisting of financial assets held directly by the
Administrative Agent to Security Collateral consisting of financial assets
credited to any Securities Account.

     

    (d) Upon
the request of the Administrative Agent following the occurrence and during the
continuance of an Event of Default, each Grantor will notify each issuer of
Security Collateral granted by it hereunder that such Security Collateral is
subject to the security interest granted hereunder.

     

    
      
         


      

      
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    Section
5. Maintaining the
Account Collateral.  So
long as Discharge shall not have occurred,

     

    (a) From
and after the date falling 45 days after the date hereof (or such later date as
the Administrative Agent may reasonably determine), each Grantor (other than for
the 30 days (or such later date as the Administrative Agent may reasonably
determine) following the date an entity becomes an Additional Grantor hereunder)
will maintain deposit accounts (other than Excluded Accounts) only with the
financial institution acting as Administrative Agent hereunder or with a bank (a
“Pledged
Account Bank”) that has executed and delivered to the Administrative
Agent a control agreement, such agreement to be in form and substance reasonably
satisfactory to the Administrative Agent (a “Deposit Account
Control Agreement”).  “Excluded
Accounts” means (i) payroll accounts, (ii) trust accounts, (iii) escrow
accounts or security deposits established pursuant to statutory obligations or
for the payment of taxes or holding funds in trust for third parties not
affiliated with the Company in the ordinary course of business or in connection
with acquisitions, investments or dispositions permitted under the Credit
Agreement, (iv) deposits in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social
security, (v) reserve accounts expressly contemplated under the Plan and/or
Disclosure Statement (including, but not limited to reserves expressly
contemplated under the Plan and/or Disclosure Statement for diacetyl claims and
environmental claims, and escrow accounts established pursuant to contractual
obligations to third parties not affiliated with the Company for casualty
payments and insurance proceeds), and (vi) deposit accounts with an aggregate
balance of no more than $500,000 at any time.

     

    (b)
Subject to the Intercreditor Agreement, the Administrative Agent may, at any
time and without notice to, or consent from, the Grantor, transfer, or direct
the transfer of, funds from the Pledged Deposit Accounts to satisfy the Secured
Obligations then due and owing if an Event of Default shall have occurred and be
continuing.

     

    Section
6. [Reserved].

     

    Section
7. [Reserved].

     

    Section
8. Representations and
Warranties.  Each
Grantor represents and warrants as follows:

     

    (a) As of
the date hereof, such Grantor’s exact legal name, chief executive office, type
of organization, jurisdiction of organization and organizational identification
number is set forth in Schedule VI hereto.  Within the five years
preceding the date hereof, such Grantor has not changed its name, chief
executive office, type of organization, jurisdiction of organization or
organizational identification number from those set forth in Schedule VI hereto
except as set forth in Schedule VII hereto.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (b) Such
Grantor is the legal or beneficial owner of, or has a license or, to the
knowledge of such Grantor, other right to use, the Collateral granted or
purported to be granted by it free and clear of any Lien, claim, option or, to
the knowledge of such Grantor, right of others, except for the security interest
created under this Agreement and Liens, claims, options or rights of others
permitted under the Credit Agreement (including, without limitation, the Liens
held by the Revolving Facility Secured Parties).  Except as set forth
on Schedule IV-A with respect to the filings at the U.S. Patent and Trademark
Office or the U.S. Copyright Office relating to Debt that has been discharged
and repaid in full, no effective financing statement or other instrument similar
in effect covering all or any part of such Collateral or listing such Grantor as
debtor is on file in any recording office, except such as may have been filed in
favor of the Administrative Agent relating to the Loan Documents or as otherwise
permitted under the Credit Agreement (including, without limitation, the Liens
held by the Revolving Facility Secured Parties).

     

    (c)
[Intentionally Omitted].

     

    (d) None
of the Receivables is evidenced by a promissory note or other instrument that
has not been delivered to the Administrative Agent (except to the extent the
principal amount of any such promissory note or instrument does not exceed
$1,000,000 individually and $10,000,000 in the aggregate (for any and all such
promissory notes and instruments held by any and all Grantors), and except for
any such promissory note or other instrument that is required to be delivered
and has been so delivered to the Revolving Facility Agent).

     

    (e) If
such Grantor is an issuer of Security Collateral, such Grantor confirms that it
has received notice of the security interest granted hereunder.

     

    (f) The
Pledged Equity pledged by such Grantor hereunder which is issued by a Subsidiary
of such Grantor has been duly authorized and validly issued and in the case of
capital stock, is fully paid and non-assessable.  With respect to any
Pledged Debt evidenced by one or more promissory notes, Grantor has complied
with Section 4(a).

     

    (g) As of
the date hereof, the Initial Pledged Equity pledged by such Grantor constitutes
the percentage of the issued and outstanding Equity Interests of the issuers
thereof indicated on Schedule I hereto.  As of the date hereof, to the
knowledge of each Grantor, the Initial Pledged Debt constitutes all of the
outstanding indebtedness evidenced as of the date hereof by any promissory note
or instrument owed to such Grantor by the issuers thereof (except to the extent
the principal amount of any such indebtedness does not exceed $1,000,000
individually and $10,000,000 in the aggregate (for any and all such indebtedness
owing to any and all Grantors), as set forth in Schedule I hereto.

     

    (h) As of
the date hereof, the Initial Pledged Equity set forth on Schedule I hereto are
all Equity Interests held by any Grantor in other Subsidiaries or joint
ventures.

     

    (i)
[Intentionally Omitted].

     

    (j)
[Intentionally Omitted].

     

    (k) Such
Grantor is not a beneficiary or assignee under any letter of credit, other than
the letters of credit described in Schedule IX hereto and additional letters of
credit as to which such Grantor has complied with the requirements of Section
16.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (l) This
Agreement creates in favor of the Administrative Agent for the benefit of the
Secured Parties (i) a valid security interest in the Collateral granted by such
Grantor, securing the payment of the Secured Obligations; (ii) subject to the
filing of the financing statements under the UCC (including payment of any
applicable fees in connection therewith) in the applicable filing office, a
perfected security interest in the Collateral in which a security interest may
be perfected by filing, recording or registering a financing statement pursuant
to the UCC (such financing statements having been delivered to the
Administrative Agent in completed and duly authorized form); (iii) subject to
the filing of the Intellectual Property Security Agreements referred to in
Section 13(f) (including payment of any applicable fees in connection
therewith), a perfected security interest in all Intellectual Property
Collateral in which a security interest may be perfected upon the receipt and
recording of such fully executed agreements with the United States Copyright
Office or the United States Patent and Trademark Office, as applicable; provided, however, that additional
filings may be required to perfect the Administrative Agent’s security interest
in any Intellectual Property Collateral acquired after the date hereof; and (iv)
in the case of all certificated Pledged Equity and Pledged Debt, subject to the
delivery thereof to the Administrative Agent of such consisting of instruments
and certificates (in each case properly endorsed for transfer to the
Administrative Agent or in blank), a perfected security interest in such
certificated Pledge Equity to the extent it is a certificated security and
Pledged Debt.  All such perfected security interests are first
priority, except (i) as otherwise specified in the Intercreditor Agreement and
(ii) for Permitted Liens.

     

    (m) As of
the date hereof, no authorization or approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body or any other
third party is required for (i) the grant by such Grantor of the security
interest granted hereunder or for the execution, delivery or performance of this
Agreement by such Grantor, (ii) the perfection or maintenance of the security
interest created hereunder (including the first priority nature of such security
interest in the Term Facility Collateral and the second priority nature of such
security interest in the Revolving Facility Collateral), except for (A) the
filing of financing and continuation statements under the UCC, which financing
statements shall be duly filed and are in full force and effect, (B) the
recordation of the Intellectual Property Security Agreements referred to in
Section 13(f) with the U.S. Patent and Trademark Office and the U.S. Copyright
Office, which Agreements have been duly executed, will be promptly recorded and
shall be in full force and effect and (C) the actions described in Section 4
with respect to the Security Collateral, which actions have been taken and are
in full force and effect, or (iii) the exercise by the Administrative Agent of
its voting or other rights provided for in this Agreement or the remedies in
respect of the Collateral pursuant to this Agreement, except as may be required
in connection with the disposition of any portion of the Security Collateral by
laws affecting the offering and sale of securities generally.

     

    (n) Each
Grantor has taken reasonable steps to assure that all Inventory has been
produced in compliance in all material respects with the Fair Labor Standards
Act and, to the extent non-compliance therewith could reasonably be expected to
have a Material Adverse Effect, all other Applicable Laws.

     

    
      
         


      

      
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    (o) As to
itself and its Intellectual Property Collateral:

     

    (i)           Except
where it would not reasonably be expected to have a Material Adverse Effect, the
operation of such Grantor’s business as currently conducted and the use of the
Intellectual Property Collateral in connection therewith do not, to the
knowledge of such Grantor, conflict with, infringe, misappropriate, dilute,
misuse or otherwise violate the intellectual property rights of any third
party.

     

    (ii)          Except
where it would not reasonably be expected to have a Material Adverse Effect,
such Grantor is the exclusive owner of all right, title and interest in and to
its Intellectual Property Collateral (other than IP Agreements), and is entitled
to use all such Intellectual Property Collateral in connection with its business
as currently conducted subject only to the terms of the IP Agreements and
applicable law.

     

    (iii)         The
Intellectual Property Collateral set forth on Schedule IV hereto includes all of
the U.S. and non-U.S. patents, patent applications, trademark and service mark
registrations and applications, copyright registrations and applications and
material IP Agreements (other than off-the-shelf licenses for computer software)
owned by such Grantor as of the date hereof.

     

    (iv)         Except
where it would not reasonably be expected to have a Material Adverse Effect, (A)
the Intellectual Property Collateral set forth on Schedule IV hereto is
subsisting and the Intellectual Property Collateral has not been adjudged
invalid or unenforceable in whole or part, and to such Grantor’s knowledge, is
valid and enforceable, and (B) such Grantor is not aware of any uses of any item
of Intellectual Property Collateral that would reasonably be expected to lead to
such item becoming invalid or unenforceable.

     

    (v)    
     Except for any Intellectual Property Collateral,
the loss of which would not reasonably be expected to have a Material Adverse
Effect, such Grantor has made or performed all filings, recordings and other
acts and has paid all required fees and taxes to maintain and protect its
interest in the material registered Intellectual Property Collateral in full
force and effect, and to protect and maintain its interest therein including,
without limitation, recordations of any of its interests in the Patents and
Trademarks with the U.S. Patent and Trademark Office and in corresponding
national and international trademark and patent offices, and recordation of any
of its interests in the Copyrights with the U.S. Copyright Office and in
corresponding national and international copyright offices.  Except
where it would not reasonably be expected to have a Material Adverse Effect,
such Grantor has used proper statutory notice in connection with its use of each
patent, trademark and copyright included in the Intellectual Property
Collateral.

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    (vi)        
No claim, action, suit, investigation, litigation or proceeding has been
asserted or is pending or, threatened in writing against such Grantor (i)
challenging such Grantor’s rights in or use of any of the Intellectual Property
Collateral, (ii) alleging that the Grantor’s rights in or use of the
Intellectual Property Collateral or that any services provided by, processes
used by, or products manufactured or sold by, such Grantor infringe,
misappropriate, dilute, misuse or otherwise violate any patent, trademark,
copyright or other proprietary or intellectual property right of any third
party, or (iii) alleging that the Intellectual Property Collateral is being
licensed or sublicensed by such Grantor in violation or contravention of the
terms of any license or other agreement, which in each case would reasonably be
expected to have a Material Adverse Effect.  Except where it would not
reasonably be expected to have a Material Adverse Effect, to the knowledge of
such Grantor, no Person is engaging in any activity that infringes,
misappropriates, dilutes, misuses or otherwise violates such Grantor’s rights in
any Intellectual Property Collateral.  Except where it would not
reasonably be expected to have a Material Adverse Effect, such Grantor has not
granted any license, release, covenant not to sue, non-assertion assurance, or
other right to any Person with respect to any part of the Intellectual Property
Collateral.  The consummation of the transactions contemplated by the
Transaction Documents will not result in the termination or impairment of any of
the material Intellectual Property Collateral.

     

    (vii)        Except
where it would not reasonably be expected to have a Material Adverse Effect,
with respect to each IP Agreement: (A) such IP Agreement is valid and binding
and in full force and effect and represents the entire agreement between such
Grantor and, to such Grantor’s knowledge, the other parties thereto with respect
to the subject matter thereof; (B) such IP Agreement will not cease to be valid
and binding and in full force and effect on terms identical to those currently
in effect as a result of the rights and interest granted herein, nor will the
grant of such rights and interest constitute a breach or default under such IP
Agreement or otherwise give any party thereto a right to terminate such IP
Agreement; (C) such Grantor has not received any notice of termination or
cancellation under such IP Agreement; (D) such Grantor has not received any
notice of a breach or default under such IP Agreement, which breach or default
has not been cured; (E) such Grantor has not granted to any other third party
(other than the Revolving Facility Agent)  any rights, adverse or
otherwise, under such IP Agreement, except duly authorized sublicenses and as
permitted under the Loan Documents; and (F) neither such Grantor nor, to such
Grantor’s knowledge, any other party to such IP Agreement is in breach or
default thereof in any material respect, and no event has occurred that, with
notice or lapse of time or both, would constitute such a breach or default or
permit termination, modification or acceleration under such IP
Agreement.

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    (viii)       Except
where it would not reasonably be expected to have a Material Adverse Effect, (A)
none of the Trade Secrets of such Grantor have been used, divulged, disclosed or
appropriated to the detriment of such Grantor for the benefit of any other
Person other than such Grantor; (B) no employee, independent contractor or agent
of such Grantor has misappropriated any trade secrets of any other Person in the
course of the performance of his or her duties as an employee, independent
contractor or agent of such Grantor; and (C) no employee, independent contractor
or agent of such Grantor is in default or breach of any term of any employment
agreement, non-disclosure agreement, assignment of inventions agreement or
similar agreement or contract relating in any way to the protection, ownership,
development, use or transfer of such Grantor’s rights in any Intellectual
Property Collateral.

     

    (ix)         Except
where it would not reasonably be expected to have a Material Adverse Effect, no
Grantor or Intellectual Property Collateral is subject to any outstanding
consent, settlement, decree, order, injunction, judgment or ruling restricting
the use of any Intellectual Property Collateral or that would impair the
validity or enforceability of such Intellectual Property
Collateral.

     

    (p) Such
Grantor has no commercial tort claim which might reasonably be expected to
result in awarded damages (except to the extent the amount thereof (less any and
all legal and other expenses incurred or in good faith expected to be incurred
by such Grantor) does not exceed $1,000,000 individually and $10,000,000 in the
aggregate (for any and all such commercial tort claims held by any and all
Grantors)) other than those listed in Schedule V hereto and additional
commercial tort claims as to which such Grantor has complied with the
requirements of Section 17.

     

    Section
9. Further
Assurances.  (a)  Except
to the extent the obligation to take an action requested pursuant to this
Section is contained in another provision of the Loan Documents and such other
provision contains an express time period for meeting such obligation and/or
expressly limits the scope of such obligation, each Grantor agrees that from
time to time, at the expense of such Grantor, such Grantor will promptly execute
and deliver, or otherwise authenticate, all further instruments and documents,
and take all further action that may be necessary or desirable, or that the
Administrative Agent may reasonably request, in order to perfect and protect any
pledge or security interest granted or purported to be granted by such Grantor
hereunder in the United States or to enable the Administrative Agent to exercise
and enforce its rights and remedies hereunder with respect to any Collateral of
such Grantor; provided
that no such action shall be required to the extent that the Company and the
Administrative Agent reasonably agree that the cost of such action is materially
excessive in relation to the benefit afforded the Secured
Parties.  Without limiting the generality of the foregoing (but
subject to the proviso in the preceding sentence), each Grantor will promptly
with respect to Collateral of such Grantor:  (i) at the request of the
Administrative Agent during the continuance of any Event of Default, mark
conspicuously each document included in Inventory, each chattel paper included
in Receivables, each Related Contract and each of its records pertaining to such
Collateral with a legend, in form and substance reasonably satisfactory to the
Administrative Agent, indicating that such document, chattel paper, Related
Contract or Collateral is subject to the security interest granted hereby; (ii)
if any such Collateral shall be evidenced by a promissory note or other
instrument or chattel paper (except to the extent the principal face amount of
such promissory note or other instrument or chattel paper does not exceed
$1,000,000 individually and $10,000,000 in the aggregate (for any and all such
promissory notes, instruments and chattel paper owing to any and all Grantors)),
deliver and pledge to the Administrative Agent (unless such promissory note or
other instrument or chattel paper is required to be delivered and has been so
delivered to the Revolving Facility Agent pursuant to the Intercreditor
Agreement) such promissory note or instrument or chattel paper duly indorsed and
accompanied by duly executed instruments of transfer or assignment, all in form
and substance reasonably satisfactory to the Administrative Agent; (iii) file
such financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as the
Administrative Agent may reasonably request, in order to perfect and preserve
the security interest granted or purported to be granted by such Grantor
hereunder in the United States; and (iv) deliver to the Administrative Agent
evidence that all other actions that the Administrative Agent may deem
reasonably necessary or desirable in order to perfect and protect the security
interest granted or purported to be granted by such Grantor under this Agreement
in the United States has been taken; provided that no such action
shall be required to the extent that the Company and the Administrative Agent
reasonably agree that the cost of such action is materially excessive in
relation to the benefit afforded the Secured Parties.

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    (b) Each
Grantor hereby authorizes the Administrative Agent to file one or more financing
or continuation statements, and amendments thereto, including, without
limitation, one or more financing statements indicating that such financing
statements cover all or any assets or all or any personal property (or words of
similar effect) of such Grantor, regardless of whether any particular asset
described in such financing statements falls within the scope of the UCC or the
granting clause of this Agreement (it being understood that the Administrative
Agent may file separate financing statements covering the Term Facility
Collateral and the Revolving Facility Collateral to reflect the different
priorities of its Liens thereon relative to the Liens held by the Revolving
Facility Secured Parties).  A photocopy or other reproduction of this
Agreement shall be sufficient as a financing statement where permitted by
law.

     

    (c) Each
Grantor will furnish to the Administrative Agent from time to time statements
and schedules further identifying and describing the Collateral of such Grantor
and such other reports in connection with such Collateral as the Administrative
Agent may reasonably request, all in reasonable detail.

     

    Section
10. [Reserved].

     

    Section
11. Insurance.  (a)  Each
policy of each Grantor for liability insurance and property damage insurance
shall provide for all losses to be paid on behalf of the Administrative Agent
and such Grantor as their interests may appear.  Each such policy
shall in addition (i) name such Grantor and the Administrative Agent as insured
parties or as loss payees thereunder (without any representation or warranty by
or obligation upon the Administrative Agent) as their interests may appear, (ii)
provide that at least 10 days’ prior written notice of cancellation or of lapse
shall be given to the Administrative Agent by the insurer and (iii) provide that
there shall be no recourse against the Administrative Agent for payment of
premiums or other amounts with respect thereto.

     

    (b)
Reimbursement under any liability insurance maintained by any Grantor pursuant
to this Section 11 may be paid directly to the Person who shall have incurred
liability covered by such insurance.

     

    
      
         


      

      
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    Section
12. Post-Closing
Changes; Collections on Receivables and Related Contracts.  (a)  No
Grantor will change its name, type of organization, jurisdiction of organization
or organizational identification number from those set forth in Section 8(a) of
this Agreement without taking all action reasonably required by the
Administrative Agent for the purpose of perfecting or protecting the security
interest granted by this Agreement in the United States (and such Grantor shall
provide notice to the Administrative Agent within 30 days of any such
change).  Each Grantor will hold and preserve its material records
relating to the Collateral, including, without limitation, the Related
Contracts, and will permit representatives of the Administrative Agent at any
time subject to reasonable notice and during normal business hours to inspect
and make abstracts from such records and other documents.  If any
Grantor does not have an organizational identification number and later obtains
one, it will forthwith notify the Administrative Agent of such organizational
identification number.

     

    (b)
Except as otherwise provided in this subsection (b), each Grantor will be
entitled to continue to collect, at its own expense, all amounts due or to
become due such Grantor under the Receivables and Related
Contracts.  In connection with such collections, such Grantor may take
such action as such Grantor may deem necessary or advisable to enforce
collection of Receivables and Related Contracts; provided, however, that the
Administrative Agent shall have the right at any time, upon the occurrence and
during the continuance of an Event of Default and upon three (3) Business Days’
prior written notice to such Grantor of its intention to do so, to notify the
Obligors under any Receivables and Related Contracts of the assignment of such
Receivables and Related Contracts to the Administrative Agent and to direct such
Obligors to make payment of all amounts due or to become due to such Grantor
thereunder directly to the Administrative Agent and, upon such notification and
at the expense of such Grantor, to enforce collection of any such Receivables
and Related Contracts, to adjust, settle or compromise the amount or payment
thereof, in the same manner and to the same extent as such Grantor might have
done, and to otherwise exercise all rights with respect to such Receivables and
Related Contracts, including, without limitation, those set forth set forth in
Section 9-607 of the UCC.  After receipt by any Grantor of the notice
from the Administrative Agent referred to in the proviso to the preceding
sentence and so long as an Event of Default has occurred and is continuing, (i)
all amounts and proceeds (including, without limitation, instruments) received
by such Grantor in respect of the Receivables and Related Contracts of such
Grantor shall be received in trust for the benefit of the Administrative Agent
hereunder, shall be segregated from other funds of such Grantor and shall be
forthwith paid over to the Administrative Agent in the same form as so received
(with any necessary indorsement) to be deposited in the Administrative Agent’s
Office and applied as provided in Section 22(b) and (ii) such Grantor will not,
other than in the ordinary course, adjust, settle or compromise the amount or
payment of any Receivable or amount due on any Related Contract, release wholly
or partly any Obligor thereof or allow any credit or discount
thereon.  If any amounts or proceeds shall have been deposited in the
Administrative Agent’s Office pursuant to clause (i) of this subsection (b) and
shall not have been applied as provided in Section 22(b), at such time as no
Event of Default shall then be continuing, the Administrative Agent shall
release such remaining amounts or proceeds to the applicable
Grantor.  No Grantor will permit or consent, other than in the
ordinary course, to the subordination of its right to payment under any of the
Receivables and Related Contracts to any other indebtedness or obligations of
the Obligor thereof.

     

    
      
         


      

      
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    Section
13. As to Intellectual
Property Collateral.  (a)  Unless
such Loan Party shall have previously determined that the loss of such
Intellectual Property would not reasonably be expected to have a Material
Adverse Effect, with respect to each item of its Intellectual Property
Collateral, each Grantor agrees to take, at its expense, all commercially
reasonable steps, including, without limitation, as such Grantor deems
appropriate under the circumstances in the U.S. Patent and Trademark Office, the
U.S. Copyright Office and any other United States governmental authority, to (i)
maintain the validity and enforceability of such Intellectual Property
Collateral and maintain such Intellectual Property Collateral in full force and
effect, and (ii) pursue the registration and maintenance of each patent,
trademark, or copyright registration or application, now or hereafter included
in such Intellectual Property Collateral of such Grantor, including, without
limitation, the payment of required fees and taxes, the filing of responses to
office actions issued by the U.S. Patent and Trademark Office, the U.S.
Copyright Office or other governmental authorities, the filing of applications
for renewal or extension, the filing of affidavits under Sections 8 and 15 of
the U.S. Trademark Act, the filing of divisional, continuation,
continuation-in-part, reissue and renewal applications or extensions, the
payment of maintenance fees and the participation in interference,
reexamination, opposition, cancellation, infringement and misappropriation
proceedings.  Except to the extent permitted by the Credit Agreement,
no Grantor shall, without the written consent of the Administrative Agent, sell,
assign, convey, transfer, discontinue use of, permit to lapse, or otherwise
abandon any Intellectual Property Collateral, or abandon any right to file an
application for patent, trademark, or copyright, unless such Grantor shall have
previously determined that the loss of such Intellectual Property Collateral
would not reasonably be expected to have a Material Adverse Effect.

     

    (b) If
the result of such abandonment, invalidity, unenforceability, determination or
any other action would reasonably be expected to have a Material Adverse Effect,
each Grantor agrees promptly to notify the Administrative Agent if such Grantor
becomes aware (i) that any item of the Intellectual Property Collateral may have
become abandoned, placed in the public domain, invalid or unenforceable, or of
any adverse determination or development regarding such Grantor’s ownership of
any item of Intellectual Property Collateral or its right to register any
patent, trademark or copyright included in the Intellectual Property Collateral
or to keep and maintain and enforce any issued patent or patent application or
any registration or application for any trademark or copyright, or (ii) of any
adverse determination or the institution of any proceeding (including, without
limitation, the institution of any proceeding in the U.S. Patent and Trademark
Office or any court) regarding any item of the Intellectual Property
Collateral.

     

    (c) In
the event that any Grantor becomes aware that any item of the Intellectual
Property Collateral is being infringed, misappropriated, diluted or otherwise
violated by a third party, and such infringement or misappropriation would
reasonably be expected to result in a Material Adverse Effect, such Grantor
shall promptly notify the Administrative Agent and shall take all commercially
reasonable actions, at its expense, to protect or enforce such Intellectual
Property Collateral, including, without limitation, suing for infringement or
misappropriation and for an injunction against such infringement or
misappropriation.

     

    (d) Each
Grantor shall use proper statutory notice in connection with its use of
registered trademarks, proper marking practices in connection with its use of
patents, and appropriate notice of copyright in connection with the publication
of copyrights, in each case, that are included in the Intellectual Property
Collateral, except where the failure to do so would not reasonably be expected
to result in a Material Adverse Effect.  No Grantor shall do or permit
any act or knowingly omit to do any act whereby any of the Intellectual Property
Collateral may lapse or become invalid or unenforceable or placed in the public
domain, except where such loss of rights in such Intellectual Property
Collateral would not reasonably be expected to result in a Material Adverse
Effect.

     

    
      
         


      

      
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    (e) Each
Grantor shall take all commercially reasonable steps to preserve and protect
each item of its Intellectual Property Collateral, including, without
limitation, maintaining the quality of any and all products or services used or
provided in connection with any of the Trademarks, consistent with the quality
of the products and services as of the date hereof, and taking reasonable steps
to ensure that all licensed users of any of the Trademarks use such consistent
standards of quality.

     

    (f) With
respect to the Intellectual Property Collateral set forth on Schedule IV, each
Grantor agrees to execute or otherwise authenticate an agreement, in
substantially the form set forth in Exhibit A hereto (an “Intellectual
Property Security Agreement”), for recording the security interest
granted hereunder to the Administrative Agent in such Intellectual Property
Collateral with the U.S. Patent and Trademark Office and the U.S. Copyright
Office.

     

    (g) Each
Grantor agrees that should it obtain or otherwise acquire an ownership interest
in any item of the type set forth in Section 1(h) that is not on the date hereof
a part of the Intellectual Property Collateral (“After-Acquired
Intellectual Property”) (i) the provisions of this Agreement shall
automatically apply thereto, and (ii) any such After-Acquired Intellectual
Property and, in the case of trademarks, the goodwill symbolized thereby, shall
automatically become part of the Intellectual Property Collateral subject to the
terms and conditions of this Agreement with respect thereto.  Within
thirty (30) days of the end of each fiscal quarter of the Company, each Grantor
shall give written notice to the Administrative Agent identifying the
After-Acquired Intellectual Property that is the subject of registrations or
applications for registration thereof acquired during such fiscal quarter, and
such Grantor shall execute and deliver to the Administrative Agent with such
written notice, or otherwise authenticate, an agreement substantially in the
form of Exhibit B hereto (an “IP Security
Agreement Supplement”) covering such After-Acquired Intellectual
Property, which IP Security Agreement Supplement shall be recorded with the U.S.
Patent and Trademark Office or the U.S. Copyright Office as necessary to perfect
the security interest hereunder in such After-Acquired Intellectual
Property.

     

    Section
14. Voting Rights;
Dividends; Etc.  (a)  So
long as no Event of Default shall have occurred and be continuing:

     

    (i)
           Each Grantor
shall be entitled to exercise any and all voting and other consensual rights
pertaining to the Security Collateral of such Grantor or any part thereof for
any purpose.

     

    (ii)           Each
Grantor shall be entitled to receive and retain any and all dividends, interest
and other distributions paid in respect of the Security Collateral of such
Grantor if and to the extent that the payment thereof is not otherwise
prohibited by the terms of the Loan Documents; provided, however, that if any Event of
Default has occurred and is continuing, any and all

     

    
      
         


      

      
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    (A)
dividends, interest and other distributions paid or payable other than in cash
in respect of, and instruments and other property received, receivable or
otherwise distributed in respect of, or in exchange for, any Security
Collateral,

     

    (B)
dividends and other distributions paid or payable in cash in respect of any
Security Collateral in connection with a partial or total liquidation or
dissolution or in connection with a reduction of capital, capital surplus or
paid in surplus and

     

    (C) cash
paid, payable or otherwise distributed in respect of principal of, or in
redemption of, or in exchange for, any Security Collateral

     

    shall be,
and shall be forthwith delivered to the Administrative Agent (unless such cash
is required to be delivered and has been so delivered to the Revolving Facility
Agent pursuant to the Intercreditor Agreement) to hold as, Security Collateral
and shall, if received by such Grantor, be received in trust for the benefit of
the Administrative Agent, be segregated from the other property or funds of such
Grantor and be forthwith delivered to the Administrative Agent (unless such cash
is required to be delivered and has been so delivered to the Revolving Facility
Agent pursuant to the Intercreditor Agreement) as Security Collateral in the
same form as so received (with any necessary indorsement).

     

    (iii)           Subject
to the Intercreditor Agreement, the Administrative Agent will execute and
deliver (or cause to be executed and delivered) to each Grantor all such proxies
and other instruments as such Grantor may reasonably request for the purpose of
enabling such Grantor to exercise the voting and other rights that it is
entitled to exercise pursuant to paragraph (i) above and to receive the
dividends or interest payments that it is authorized to receive and retain
pursuant to paragraph (ii) above.

     

    (b) Upon
the occurrence and during the continuance of an Event of Default and upon notice
to the Grantors by the Administrative Agent under this Section
14(b):

     

    (i)           All
rights of each Grantor (x) to exercise or refrain from exercising the voting and
other consensual rights that it would otherwise be entitled to exercise pursuant
to Section 14(a)(i) shall, upon notice to such Grantor by the Administrative
Agent, cease and (y) to receive the dividends, interest and other distributions
that it would otherwise be authorized to receive and retain pursuant to Section
14(a)(ii) shall automatically cease, and all such rights shall thereupon become
vested in the Administrative Agent, which shall thereupon so long as an Event of
Default shall have occurred and be continuing have the sole right to exercise or
refrain from exercising such voting and other consensual rights and to receive
and hold as Security Collateral such dividends, interest and other
distributions.

     

    (ii)           All
dividends, interest and other distributions that are received by any Grantor
contrary to the provisions of paragraph (i) of this Section 14(b) shall, so long
as an Event of Default shall have occurred and be continuing, be received in
trust for the benefit of the Administrative Agent, shall be segregated from
other funds of such Grantor and shall be forthwith paid over to the
Administrative Agent (unless such dividends, interest and other distributions
are required to be delivered and have been so delivered to the Revolving
Facility Agent) as Security Collateral in the same form as so received (with any
necessary indorsement).

     

    
      
         


      

      
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    (c)
Nothing in this Section 14 shall be construed to prohibit any Grantor from
taking any action with respect to any intra-group Debt owed among the Company
and its Subsidiaries after an Event of Default as permitted by Section 5.02(j)
of the Credit Agreement.

     

    Section
15. [Reserved].

     

    Section
16. As to
Letter-of-Credit Rights.  (a)  Each
Grantor, by granting a security interest in its Receivables consisting of
letter-of-credit rights to the Administrative Agent, intends to (and hereby
does) assign to the Administrative Agent its rights (including its contingent
rights) to the proceeds of all Related Contracts consisting of any letter of
credit (except for any letter of credit the face amount of which does not exceed
$1,000,000 individually and $10,000,000 in the aggregate (for any and all such
letters of credit issued for the benefit of any and all Grantors)) of which it
is or hereafter becomes a beneficiary or assignee.  Each Grantor will
promptly use commercially reasonable efforts to cause the issuer of each letter
of credit (except for any letter of credit the face amount of which does not
exceed $1,000,000 individually and $10,000,000 in the aggregate (for any and all
such letters of credit issued for the benefit of any and all Grantors)) of which
any Grantor is or hereafter becomes a beneficiary or assignee and each nominated
person (if any) with respect thereto to consent to such assignment of the
proceeds thereof pursuant to a consent in form and substance reasonably
satisfactory to the Administrative Agent (with provisions necessary to reflect
the Revolving Facility Agent’s prior security interest therein pursuant to the
Intercreditor Agreement if the Revolving Facility Agent is required to be
assigned (and has been assigned) the proceeds thereof pursuant to a prior
security interest therein in accordance with the Intercreditor Agreement) and
deliver written evidence of such consent to the Administrative
Agent.

     

    (b) Upon
the occurrence and during the continuance of an Event of Default, each Grantor
will, promptly upon request by the Administrative Agent, (i) notify (and such
Grantor hereby authorizes the Administrative Agent to notify) the issuer and
each nominated person with respect to each of the Related Contracts consisting
of any letter of credit (except for any letter of credit the face amount of
which does not exceed $1,000,000 individually and $10,000,000 in the aggregate
(for any and all such letters of credit issued for the benefit of any and all
Grantors)) of which it is or hereafter becomes a beneficiary or assignee that
the proceeds thereof have been assigned to the Administrative Agent hereunder
and any payments due or to become due in respect thereof are to be made directly
to the Administrative Agent or its designee and (ii) use commercially reasonable
efforts to arrange for the Administrative Agent (unless the Revolving Facility
Agent is required to become (and has become) the transferee beneficiary thereof
pursuant to a prior security interest therein pursuant to the Intercreditor
Agreement) to become the transferee beneficiary of  such letter of
credit.

     

    
      
         


      

      
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    Section
17. Commercial Tort
Claims.  Each
Grantor will give notice to the Administrative Agent within forty-five (45) days
of a Responsible Officer obtaining knowledge that such Grantor has any
commercial tort claim that such Responsible Officer believes would reasonably be
expected to result in awarded damages (except to the extent such Responsible
Officer believes in good faith that the amount thereof (less any and all legal
and other expenses incurred or reasonably expected to be incurred by such
Grantor) does not exceed $1,000,000 individually and $10,000,000 in the
aggregate (for any and all such commercial tort claims held by any and all
Grantors) that any Grantor may become aware of after the date hereof and will
promptly thereafter execute or otherwise authenticate a supplement to this
Agreement, and otherwise take all necessary action, to subject such commercial
tort claim to the security interest created under this Agreement.

     

    Section
18. Transfers and
Other Liens.  (a)  Each
Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or
grant any option with respect to, any of the Collateral, other than sales,
assignments and other dispositions of Collateral, and options relating to
Collateral, permitted under the terms of the Credit Agreement, or (ii) create or
suffer to exist any Lien upon or with respect to any of the Collateral of such
Grantor except for the pledge, assignment and security interest created under
this Agreement and Liens permitted under the Credit Agreement.

     

    Section
19. Administrative
Agent Appointed Attorney in Fact.  Each
Grantor hereby irrevocably appoints the Administrative Agent such Grantor’s
attorney in fact, with full authority in the place and stead of such Grantor and
in the name of such Grantor or otherwise, from time to time, upon the occurrence
and during the continuance of an Event of Default, in the Administrative Agent’s
discretion, to take any action and to execute any instrument that the
Administrative Agent may deem necessary or advisable to accomplish the purposes
of this Agreement, including, without limitation:

     

    (a) to
obtain and adjust insurance required to be paid to the Administrative Agent
pursuant to Section 11,

     

    (b) to
ask for, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect of
any of the Collateral,

     

    (c) to
receive, indorse and collect any drafts or other instruments, documents and
chattel paper, in connection with clause (a) or (b) above, and

     

    (d) to
file any claims or take any action or institute any proceedings that the
Administrative Agent may deem necessary or desirable for the collection of any
of the Collateral or otherwise to enforce the rights of the Administrative Agent
with respect to any of the Collateral.

     

    Section
20. Administrative
Agent May Perform.  If
any Grantor fails to perform any agreement contained herein related to the Lien
and security interest granted hereunder in the Collateral, the Administrative
Agent may, as the Administrative Agent deems reasonably necessary to protect the
security interest granted hereunder in the Collateral or to protect the value
thereof, but without any obligation to do so and without notice, itself perform,
or cause performance of, such agreement, and the expenses of the Administrative
Agent incurred in connection therewith shall be payable by such Grantor under
Section 23.

     

    
      
         


      

      
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    Section
21. The Administrative
Agent’s Duties.  (a)  The
powers conferred on the Administrative Agent hereunder are solely to protect the
Secured Parties’ interest in the Collateral and shall not impose any duty upon
it to exercise any such powers.  Except for the safe custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, the Administrative Agent shall have no duty as to any Collateral,
as to ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Collateral,
whether or not any Secured Party has or is deemed to have knowledge of such
matters, or as to the taking of any necessary steps to preserve rights against
any parties or any other rights pertaining to any Collateral.  The
Administrative Agent shall be deemed to have exercised reasonable care in the
custody and preservation of any Collateral in its possession if such Collateral
is accorded treatment substantially equal to that which it accords its own
property.

     

    (b)
Anything contained herein to the contrary notwithstanding, the Administrative
Agent may from time to time, when the Administrative Agent deems it to be
necessary, appoint one or more subagents (each a “Subagent”)
for the Administrative Agent hereunder with respect to all or any part of the
Collateral.  In the event that the Administrative Agent so appoints
any Subagent with respect to any Collateral, (i) the assignment and pledge of
such Collateral and the security interest granted in such Collateral by each
Grantor hereunder shall be deemed for purposes of this Security Agreement to
have been made to such Subagent, in addition to the Administrative Agent, for
the ratable benefit of the Secured Parties, as security for the Secured
Obligations of such Grantor, (ii) such Subagent shall automatically be vested,
in addition to the Administrative Agent, with all rights, powers, privileges,
interests and remedies of the Administrative Agent hereunder with respect to
such Collateral, and (iii) the term “Administrative Agent,” when used herein in
relation to any rights, powers, privileges, interests and remedies of the
Administrative Agent with respect to such Collateral, shall include such
Subagent; provided,
however, that no such
Subagent shall be authorized to take any action with respect to any such
Collateral unless and except to the extent expressly authorized in writing by
the Administrative Agent.

     

    Section
22. Remedies.  Subject
to the Intercreditor Agreement, if any Event of Default shall have occurred and
be continuing:

     

    (a) The
Administrative Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a secured party upon default under the UCC (whether
or not the UCC applies to the affected Collateral) and also may:  (i)
require each Grantor to, and each Grantor hereby agrees that it will at its
expense and upon request of the Administrative Agent forthwith, assemble all or
part of the Collateral as directed by the Administrative Agent and make it
available to the Administrative Agent at a place and time to be designated by
the Administrative Agent that is reasonably convenient to both parties; (ii)
without notice except as specified below, sell the Collateral or any part
thereof in one or more parcels at public or private sale, at any of the
Administrative Agent’s offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as the Administrative Agent may deem
commercially reasonable; (iii) occupy any premises owned or leased by any of the
Grantors where the Collateral or any part thereof is assembled or located for a
reasonable period in order to effectuate its rights and remedies hereunder or
under law, without obligation to such Grantor in respect of such occupation; and
(iv) exercise any and all rights and remedies of any of the Grantors under or in
connection with the Collateral, or otherwise in respect of the Collateral,
including, without limitation, (A) any and all rights of such Grantor to demand
or otherwise require payment of any amount under, or performance of any
provision of, the Receivables, the Related Contracts and the other Collateral,
(B) withdraw, or cause or direct the withdrawal, of all funds with respect to
the Account Collateral and (C) exercise all other rights and remedies with
respect to the Receivables, the Related Contracts and the other Collateral,
including, without limitation, those set forth in Section 9-607 of the
UCC.  Each Grantor agrees that, to the extent notice of sale shall be
required by law, at least ten days’ notice to such Grantor of the time and place
of any public sale or the time after which any private sale is to be made shall
constitute reasonable notification.  The Administrative Agent shall
not be obligated to make any sale of Collateral regardless of notice of sale
having been given.  The Administrative Agent may adjourn any public or
private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned.

     

    
      
         


      

      
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    (b) Any
cash held by or on behalf of the Administrative Agent and all cash proceeds
received by or on behalf of the Administrative Agent in respect of any sale of,
collection from, or other realization upon all or any part of the Collateral
may, in the discretion of the Administrative Agent, be held by the
Administrative Agent as collateral for, and/or then or at any time thereafter
applied (after payment of any amounts payable to the Administrative Agent
pursuant to Section 23) in whole or in part by the Administrative Agent for the
ratable benefit of the Secured Parties against, all or any part of the Secured
Obligations, in the following manner:

     

    (i)           first, paid to the Agents for
any costs and expenses then owing to such Agent pursuant to Section 9.04 of the
Credit Agreement or otherwise under the Loan Documents, ratably in accordance
with the amount of such costs and expenses then owing to the Agents;
and

     

    (ii)          second, ratably (A) paid to
the Lenders for any amounts then owing to them, in their capacities as such, in
respect of the Obligations under the Term Facility, ratably in accordance with
such respective amounts then owing to such Lenders; (B) paid to each Hedge Bank
for any amounts then owing to it in respect of any Obligations under Secured
Hedge Agreements, (C) paid to each Secured Specified Credit Bank for any amounts
then owing to it in respect of Obligations under Secured Specified Credit
Agreements, and (D) paid to each Cash Management Bank for any amounts then owing
to it in respect of Obligations under Secured Cash Management
Agreements.

     

    (c)
[Intentionally Omitted].

     

    (d) After
the occurrence and during the continuance of any Event of Default, the
Administrative Agent may, without notice to any Grantor except as required by
law and at any time or from time to time, charge, set off and otherwise apply
all or any part of the Secured Obligations against any funds held with respect
to the Account Collateral or in any other deposit account.

     

    
      
         


      

      
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    (e) In
the event of any sale or other disposition of any of the Intellectual Property
Collateral owned by any Grantor, the goodwill symbolized by any Trademarks
subject to such sale or other disposition shall be included therein, and such
Grantor shall supply to the Administrative Agent or its designee such Grantor’s
know-how and expertise, and documents and things relating to any such
Intellectual Property Collateral subject to such sale or other disposition, and
such Grantor’s customer lists and other records and documents relating to such
Intellectual Property Collateral and to the manufacture, distribution,
advertising and sale of products and services of such Grantor.

     

    (f) Upon
the occurrence and during the continuance of any Event of Default, for the
purpose of enabling the Administrative Agent to exercise rights and remedies
under this Section 22, each Grantor hereby grants to the Administrative Agent an
irrevocable, non-exclusive license (exercisable without payment of royalty or
other compensation to such Grantor), subject, in the case of Trademarks, to
reasonable rights of such Grantor to quality control and inspection to avoid the
risk of invalidation of the applicable Trademarks, to assign, use, license or
sublicense any of the Intellectual Property Collateral now owned or hereafter
developed, created, or acquired by such Grantor, wherever the same may be
located, subject to any restrictions contained in any IP
Agreements.  The foregoing license includes access to all media in
which any of the licensed items may be recorded or stored and to all computer
programs used for the compilation or printout thereof.

     

    Section
23. Indemnity and
Expenses.  (a)  Each
Grantor agrees, to the fullest extent permitted by law, to indemnify and hold
harmless each Secured Party and each of their Affiliates and their respective
officers, directors, employees, agents and advisors (each, an “Indemnified
Party”) from and against, and shall pay within ten (10) Business Days of
written demand, any and all claims, damages, losses, liabilities and reasonable
out-of-pocket expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or
resulting from this Agreement (including, without limitation, enforcement of
this Agreement), except to the extent such claim, damage, loss, liability or
expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party’s gross negligence or
willful misconduct.

     

    (b) Each
Grantor will upon demand pay to the Administrative Agent the amount of any and
all reasonable and documented out-of-pocket expenses, including, without
limitation, the reasonable fees and expenses of its counsel and of any experts
and agents, that the Administrative Agent may incur in connection with (i) the
administration of this Agreement, (ii) the custody, preservation, use or
operation of, or the sale of, collection from or other realization upon, any of
the Collateral of such Grantor, (iii) the exercise or enforcement of any of the
rights of the Administrative Agent or the other Secured Parties hereunder or
(iv) the failure by such Grantor to perform or observe any of the provisions
hereof.


    
      
         


      

      
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    Section
24. Amendments;
Waivers; Additional Grantors; Etc.  (a)  No
amendment or waiver of any provision of this Agreement, and no consent to any
departure by any Grantor herefrom, shall in any event be effective unless the
same shall be in writing and signed by the Grantors and the Administrative
Agent, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.  No failure on
the part of the Administrative Agent or any other Secured Party to exercise, and
no delay in exercising any right hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right.

     

    (b) Upon
the execution and delivery by any Person of a security agreement supplement in
substantially the form of Exhibit C hereto (each a “Security
Agreement Supplement”), such Person shall be referred to as an “Additional
Grantor” and shall be and become a Grantor hereunder, and each reference
in this Agreement and the other Loan Documents to “Grantor” shall also mean and
be a reference to such Additional Grantor, each reference in this Agreement and
the other Loan Documents to the “Collateral” shall also mean and be a reference
to the Collateral granted by such Additional Grantor and each reference in this
Agreement to a Schedule shall also mean and be a reference to the schedules
attached to such Security Agreement Supplement.

     

    Section
25. Notices,
Etc.  All
notices and other communications provided for hereunder shall be either (i) in
writing (including telegraphic, telecopier or telex communication) and mailed,
telegraphed, telecopied, telexed or otherwise delivered or (ii) by electronic
mail (if electronic mail addresses are designated as provided below) confirmed
immediately in writing, in the case of the Company or the Administrative Agent,
addressed to it at its address specified in the Credit Agreement and, in the
case of each Grantor other than the Company, addressed to it at its address set
forth opposite such Grantor’s name on the signature pages hereto or on the
signature page to the Security Agreement Supplement pursuant to which it became
a party hereto; or, as to any party, at such other address as shall be
designated by such party in a written notice to the other
parties.  All such notices and other communications shall, when
mailed, telecopied, sent by electronic mail or otherwise, be effective when
deposited in the mails, telecopied, sent by electronic mail and confirmed in
writing, or otherwise delivered (or confirmed by a signed receipt),
respectively, addressed as aforesaid; except that notices and other
communications to the Administrative Agent shall not be effective until received
by the Administrative Agent.  Delivery by telecopier of an executed
counterpart of any amendment or waiver of any provision of this Agreement or of
any Security Agreement Supplement or Schedule hereto shall be effective as
delivery of an original executed counterpart thereof.

     

    Section
26. Continuing
Security Interest; Assignments under the Credit Agreement.  This
Agreement shall create a continuing security interest in the Collateral and
shall (a) remain in full force and effect until the latest of (i) the payment in
full in cash of the Secured Obligations (other than contingent indemnification
obligations which are not then due and payable; provided that in the case of
any such obligations as to which the Administrative Agent or any Lender has made
a claim which has not been satisfied, such obligations have been cash
collateralized in an amount sufficient in the reasonable judgment of the
Administrative Agent or such Lender to satisfy such claim), (ii) the termination
or expiration of all Secured Hedge Agreements, Secured Cash Management
Agreements and Secured Specified Credit Agreements, and (iii) the earlier of (A)
the Termination Date and (B) the date on which the Company shall have executed
and delivered to the Administrative Agent an agreement, in form and substance
reasonably satisfactory to the Administrative Agent, terminating its rights
under Sections 2.18 and 2.19 of the Credit Agreement (such latest event, the
“Discharge”),
(b) be binding upon each Grantor, its successors and assigns and (c) inure,
together with the rights and remedies of the Administrative Agent hereunder, to
the benefit of the Secured Parties and their respective successors, transferees
and assigns.  Without limiting the generality of the foregoing clause
(c), any Lender may assign or otherwise transfer all or any portion of its
rights and obligations under the Credit Agreement (including, without
limitation, all or any portion of its Commitment, the Advances owing to it and
the Note or Notes, if any, held by it) to any other Person, and such other
Person shall thereupon become vested with all the benefits in respect thereof
granted to such Lender herein or otherwise, in each case as provided in Section
9.07 of the Credit Agreement.

     

    
      
         


      

      
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    Section
27. Release;
Termination.  (a)  Upon
any sale, lease, transfer or other disposition of any item of Collateral of any
Grantor in accordance with the terms of the Loan Documents (other than sales of
Inventory in the ordinary course of business), the Administrative Agent will, at
such Grantor’s expense, execute and deliver to such Grantor such documents as
such Grantor shall reasonably request to evidence the release of such item of
Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time
of such request and such release no Default shall have occurred and be
continuing, (ii) such Grantor shall have delivered to the Administrative Agent,
at least two (2) Business Days prior to the date of the proposed release, a
written request for release describing the item of Collateral and the terms of
the sale, lease, transfer or other disposition in reasonable detail, including,
without limitation, the price thereof and any expenses in connection therewith,
together with a form of release for execution by the Administrative Agent and a
certificate of such Grantor to the effect that the transaction is in compliance
with the Loan Documents and as to such other matters as the Administrative Agent
may request and (iii) each Grantor shall comply with Section 2.05 of the Credit
Agreement with respect to any such sale, lease, transfer or other
disposition.

     

    (b) Upon
the occurrence of the Discharge, the pledge and security interest granted hereby
shall terminate and all rights to the Collateral shall revert to the applicable
Grantor.  Upon any such termination, the Administrative Agent will, at
the Grantors’ expense, execute and deliver to Grantors such documents as any
Grantor shall reasonably request to evidence such termination.

     

    Section
28. Execution in
Counterparts.  This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by telecopier or by electronic
transmission (e.g. “.pdf” or “.tif”) shall be effective as delivery of an
original executed counterpart of this Agreement.

     

    Section
29. Governing
Law.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.

     

    Section
30. Intercreditor
Agreement. Reference
is made to the Lien Subordination and Intercreditor Agreement dated as of
November 10, 2010, among the Administrative Agent, Bank of America, N.A., as
administrative agent for the Revolving Facility Secured Parties referred to
therein, the Company and the Subsidiaries of the Company named therein (as
amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”).
Notwithstanding any other provision contained herein, this Agreement, the Liens
created hereby and the rights, remedies, duties and obligations provided for
herein are subject in all respects to the provisions of the Intercreditor
Agreement and, to the extent provided therein, the applicable Senior Secured
Obligations Security Documents. In the event of any conflict or inconsistency
between the provisions of this Agreement and the Intercreditor Agreement, the
provisions of the Intercreditor Agreement shall control.

     

    
      
         


      

      
        26

        
          

        

      

      
         


      

    

    IN
WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.

     

    
      
        
          
            
              
                	 
      	 	
                        CHEMTURA
      CORPORATION

                      
	 
      	 	 
      
	 
      	 	
                        By:

                      	
                        /s/ Stephen C. Forsyth

                      
	 
      	 	 
      	
                        Name: 

                      	
                        Stephen
      C. Forsyth

                      
	 
      	 	 
      	
                        Title:

                      	
                        Executive
      Vice President and

                        Chief Financial
      Officer

                      
	 
      	 	 
      
	
                        Address for
      Notices:

                      	 	
                        BIOLAB
      FRANCHISE COMPANY, LLC

                      
	
                        c/o
      Chemtura Corporation

                      	 	 
      
	
                        199
      Benson Road

                      	 	 
      
	
                        Middlebury,
      CT  06762

                      	 	 
      
	
                        Attention:  Chief
      Financial Officer

                      	 	
                        By:

                      	
                        /s/ Robert J. Cicero

                      
	
                        Telecopier:  (203)
      573-2214

                      	 	 
      	
                        Name:

                      	
                        Robert
      J. Cicero

                      
	
                        Email:  stephen.forsyth@chemtura
      .com

                      	 	 
      	
                        Title:

                      	
                        Vice
      President and Secretary

                      
	 
      	 	 
      
	
                        Address for
      Notices:

                      	 	
                        BIO-LAB,
      INC.

                      
	
                        c/o
      Chemtura Corporation

                      	 	 
      
	
                        199
      Benson Road

                      	 	 
      
	
                        Middlebury,
      CT  06762

                      	 	 
      
	
                        Attention:  Chief
      Financial Officer

                      	 	
                        By:

                      	
                        /s/ Robert J. Cicero

                      
	
                        Telecopier:  (203)
      573-2214

                      	 	 
      	
                        Name:

                      	
                        Robert
      J. Cicero

                      
	
                        Email:  stephen.forsyth@chemtura
      .com

                      	 	 
      	
                        Title:

                      	
                        Vice
      President and Secretary

                      
	 
      	 	 
      
	
                        Address for
      Notices:

                      	 	
                        CROMPTON
      COLORS INCORPORATED

                      
	
                        c/o
      Chemtura Corporation

                      	 	 
      
	
                        199
      Benson Road

                      	 	 
      
	
                        Middlebury,
      CT  06762

                      	 	 
      
	
                        Attention:  Chief
      Financial Officer

                      	 	
                        By:

                      	
                        /s/ Robert J. Cicero

                      
	
                        Telecopier:  (203)
      573-2214

                      	 	 
      	
                        Name:

                      	
                        Robert
      J. Cicero

                      
	
                        Email:  stephen.forsyth@chemtura
      .com

                      	 	 
      	
                        Title:

                      	
                        Vice
      President and Secretary

                      
	 
      	 	 
      
	
                        Address for
      Notices:

                      	 	
                        CROMPTON
      HOLDING CORPORATION

                      
	
                        c/o
      Chemtura Corporation

                      	 	 
      
	
                        199
      Benson Road

                      	 	 
      
	
                        Middlebury,
      CT  06762

                      	 	 
      
	
                        Attention:  Chief
      Financial Officer

                      	 	
                        By:

                      	
                        /s/ Robert J. Cicero

                      
	
                        Telecopier:  (203)
      573-2214

                      	 	 
      	
                        Name:

                      	
                        Robert
      J. Cicero

                      
	
                        Email:  stephen.forsyth@chemtura
      .com

                      	 	 
      	
                        Title:

                      	
                        Vice
      President and
Secretary

                      


              

            

          

        

      

    

     

    
      [Signature
Page]


    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      
        
          
            
              
                
                  	
                          Address for
      Notices:

                        	 	
                          GLCC
      LAUREL, LLC

                        
	
                          c/o
      Chemtura Corporation

                        	 	 
      
	
                          199
      Benson Road

                        	 	 
      
	
                          Middlebury,
      CT  06762

                        	 	 
      
	
                          Attention:  Chief
      Financial Officer

                        	 	
                          By:

                        	
                          /s/ Robert J. Cicero

                        
	
                          Telecopier:  (203)
      573-2214

                        	 	 
      	
                          Name:

                        	
                          Robert
      J. Cicero

                        
	
                          Email:  stephen.forsyth@chemtura
      .com

                        	 	 
      	
                          Title:

                        	
                          Secretary

                        
	 
      	 	 
      
	
                          Address for
      Notices:

                        	 	
                          GREAT
      LAKES CHEMICAL

                        
	
                          c/o
      Chemtura Corporation

                        	 	
                          CORPORATION

                        
	
                          199
      Benson Road

                        	 	 
      
	
                          Middlebury,
      CT  06762

                        	 	 
      
	
                          Attention:  Chief
      Financial Officer

                        	 	
                          By:

                        	
                          /s/ Robert J. Cicero

                        
	
                          Telecopier:  (203)
      573-2214

                        	 	 
      	
                          Name: 

                        	
                          Robert
      J. Cicero

                        
	
                          Email:  stephen.forsyth@chemtura
      .com

                        	 	 
      	
                          Title:

                        	
                          Vice
      President and Secretary

                        
	 
      	 	 
      
	
                          Address for
      Notices:

                        	 	
                          GREAT
      LAKES CHEMICAL GLOBAL,

                        
	
                          c/o
      Chemtura Corporation

                        	 	
                          INC.

                        
	
                          199
      Benson Road

                        	 	 
      
	
                          Middlebury,
      CT  06762

                        	 	 
      
	
                          Attention:  Chief
      Financial Officer

                        	 	
                          By:

                        	
                          /s/ Robert J. Cicero

                        
	
                          Telecopier:  (203)
      573-2214

                        	 	 
      	
                          Name:

                        	
                          Robert
      J. Cicero

                        
	
                          Email:  stephen.forsyth@chemtura
      .com

                        	 	 
      	
                          Title:

                        	
                          Vice
      President and Secretary

                        
	 
      	 	 
      
	
                          Address for
      Notices:

                        	 	
                          GT
      SEED TREATMENT, INC.

                        
	
                          c/o
      Chemtura Corporation

                        	 	 
      
	
                          199
      Benson Road

                        	 	 
      
	
                          Middlebury,
      CT  06762

                        	 	 
      
	
                          Attention:  Chief
      Financial Officer

                        	 	
                          By:

                        	
                          /s/ Robert J. Cicero

                        
	
                          Telecopier:  (203)
      573-2214

                        	 	 
      	
                          Name:

                        	
                          Robert
      J. Cicero

                        
	
                          Email:  stephen.forsyth@chemtura
      .com

                        	 	 
      	
                          Title:

                        	
                          Secretary

                        
	 
      	 	 
      
	
                          Address for
      Notices:

                        	 	
                          HOMECARE
      LABS, INC.

                        
	
                          c/o
      Chemtura Corporation

                        	 	 
      
	
                          199
      Benson Road

                        	 	 
      
	
                          Middlebury,
      CT  06762

                        	 	 
      
	
                          Attention:  Chief
      Financial Officer

                        	 	
                          By:

                        	
                          /s/ Robert J. Cicero

                        
	
                          Telecopier:  (203)
      573-2214

                        	 	 
      	
                          Name:

                        	
                          Robert
      J. Cicero

                        
	
                          Email:  stephen.forsyth@chemtura
      .com

                        	 	 
      	
                          Title:

                        	
                          Secretary

                        


                

              

            

          

        

      

    

     

    [Signature
Page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      
        
          
            
              	
                      Address for
      Notices:

                    	 	
                      LAUREL
      INDUSTRIES HOLDINGS, INC.

                    
	
                      c/o
      Chemtura Corporation

                    	 	 
      
	
                      199
      Benson Road

                    	 	 
      
	
                      Middlebury,
      CT  06762

                    	 	 
      
	
                      Attention:  Chief
      Financial Officer

                    	 	
                      By:

                    	
                      /s/ Robert J. Cicero

                    
	
                      Telecopier:  (203)
      573-2214

                    	 	 
      	
                      Name: 

                    	
                      Robert
      J. Cicero

                    
	
                      Email:  stephen.forsyth@chemtura
      .com

                    	 	 
      	
                      Title:

                    	
                      Vice
      President and Secretary

                    
	 
      	 	 
      
	
                      Address for
      Notices:

                    	 	
                      RECREATIONAL
      WATER PRODUCTS,

                    
	
                      c/o
      Chemtura Corporation

                    	 	
                      INC.

                    
	
                      199
      Benson Road

                    	 	 
      
	
                      Middlebury,
      CT  06762

                    	 	 
      
	
                      Attention:  Chief
      Financial Officer

                    	 	
                      By:

                    	
                      /s/ Robert J. Cicero

                    
	
                      Telecopier:  (203)
      573-2214

                    	 	 
      	
                      Name:

                    	
                      Robert
      J. Cicero

                    
	
                      Email:  stephen.forsyth@chemtura
      .com

                    	 	 
      	
                      Title:

                    	
                      Secretary

                    
	 
      	 	 
      
	
                      Address for
      Notices:

                    	 	
                      WEBER
      CITY ROAD LLC

                    
	
                      c/o
      Chemtura Corporation

                    	 	 
      
	
                      199
      Benson Road

                    	 	 
      
	
                      Middlebury,
      CT  06762

                    	 	 
      
	
                      Attention:  Chief
      Financial Officer

                    	 	
                      By:

                    	
                      /s/ Robert J. Cicero

                    
	
                      Telecopier:  (203)
      573-2214

                    	 	 
      	
                      Name:

                    	
                      Robert
      J. Cicero

                    
	
                      Email:  stephen.forsyth@chemtura
      .com

                    	 	 
      	
                      Title:

                    	
                      Secretary

                    


            

          

        

      

    

     

    
      [Signature
Page]


    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
I to the

    Security
Agreement

     

    INVESTMENT
PROPERTY

    


    Part
I

    


    Initial
Pledged Shares

     

    
      
        
          
            
              
                
                  
                    	
                            Grantor

                          	 	 	
                            Issuer

                          	 	 	
                            Class of

                            Equity

                            Interest

                          	 	 	
                            Par Value

                          	 	 	
                            Certificate

                            No(s)

                          	 	 	
                            Number of

                            Shares

                          	 	 	
                            Percentage

                            of

                            Outstanding

                            Shares

                          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


                  

                

              

            

          

        

      

    

    
 

    Part
II

    
 

    Initial
Pledged Debt

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Grantor

                                  	 	 	
                                    Debt

                                    Issuer

                                  	 	 	
                                    Description

                                    of Debt

                                  	 	 	
                                    Debt

                                    Certificate

                                    No(s)

                                  	 	 	
                                    Final

                                    Maturity

                                  	 	 	
                                    Outstanding

                                    Principal

                                    Amount

                                  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Part
III

     

    Securities
Accounts

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Grantor

                              	 	 	
                                Type of Account

                              	 	 	
                                Name and

                                Address

                                of Bank

                              	 	 	
                                Account Number

                              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        I-1

        
          

        

      

      
         


      

    


    Part
IV

    


    Other
Investment Property

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Grantor

                                  	 	 	
                                    Issuer

                                  	 	 	
                                    Name of

                                    Investment

                                  	 	 	
                                    Certificate

                                    No(s)

                                  	 	 	
                                    Amount

                                  	 	 	
                                    Other

                                    Identification

                                  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        I-2

        
          

        

      

      
         


      

    


    Schedule
II to the

    Security
Agreement

    


    INITIAL
PLEDGED DEPOSIT ACCOUNTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Grantor

                              	 	 	
                                Type of Account

                              	 	 	
                                Name and

                                Address

                                of Bank

                              	 	 	
                                Account Number

                              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        II-1

        
          

        

      

      
         


      

    


    Schedule
III to the

    Security
Agreement

    


     [INTENTIONALLY
OMITTED]


    
      
         


      

      
        III-1

        
          

        

      

      
         


      

    


    Schedule
IV to the

    Security
Agreement

    


    INTELLECTUAL
PROPERTY

     

    I.  Patents

     

    
      
        
          
            
              
                	
                        Grantor

                      	 	 	
                        Patent

                        Titles

                      	 	 	
                        Country

                      	 	 	
                        Patent No.

                      	 	 	
                        Application

                        No.

                      	 	 	
                        Filing Date

                      	 	 	
                        Issue Date

                      	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


              

            

          

        

      

    

    


    II.  Trademarks

     

    
      
        
          
            
              
                	
                        Grantor

                      	 	 	
                        Mark

                      	 	 	
                        Country

                      	 	 	
                        Mark

                      	 	 	
                        Reg.

                        No.

                      	 	 	
                        Application

                        No.

                      	 	 	
                        Filing

                        Date

                      	 	 	
                        Reg.

                        Date

                      	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


              

            

          

        

      

    

    


    III.  Trade
Names

     

    
      
        
          
            
              
                	
                        Grantor

                      	 	 	
                        Names

                      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


              

            

          

        

      

    

    


    IV.  Copyrights

     

    
      
        
          
            
              
                	
                        Grantor

                      	 	 	
                        Title of

                        Work

                      	 	 	
                        Country

                      	 	 	
                        Title

                      	 	 	
                        Reg.

                        No.

                      	 	 	 	 	 	
                        Filing

                        Date

                      	 	 	
                        Reg.

                        Date

                      	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


              

            

          

        

      

    

    


    V.  IP
Agreements


    
      
         


      

      
        IV-1

        
          

        

      

      
         


      

    


    Schedule
V to the

    Security
Agreement

     

    COMMERCIAL
TORT CLAIMS

     

    [Describe
nature of claim(s)-see Comment 5 to UCC Section 9-108]


    
      
         


      

      
        V-1

        
          

        

      

      
         


      

    


    Schedule
VI to the

    Security
Agreement

    


    LOCATION,
CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION AND
ORGANIZATIONAL IDENTIFICATION NUMBER

     

    
      
        
          
            
              
                
                  	
                          Grantor

                        	 	 	
                          Location

                        	 	 	
                          Chief

                          Executive

                          Office

                        	 	 	
                          Type of

                          Organization

                        	 	 	
                          Jurisdiction of

                          Organization

                        	 	 	
                          Organizational

                          I.D. No.

                        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


                

              

            

          

        

      

    

     

    
      
         


      

      
        VI-1

        
          

        

      

      
         


      

    


    Schedule
VII to the

    Security
Agreement

    


    CHANGES
IN NAME, LOCATION, ETC.


    
      
         


      

      
        VII-1

        
          

        

      

      
         


      

    


    Schedule
VIII to the

    Security
Agreement

    


    [INTENTIONALLY
OMITTED]


    
      
         


      

      
        VIII-1

        
          

        

      

      
         


      

    


    Schedule
IX to the

    Security
Agreement

     

    LETTERS
OF CREDIT

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Beneficiary

                                      (Grantor)

                                    	 	 	
                                      Issuer

                                    	 	 	
                                      Nominated

                                      Person

                                      (if any)

                                    	 	 	
                                      Account

                                      Party

                                    	 	 	
                                      Number

                                    	 	 	
                                      Maximum

                                      Available

                                      Amount

                                    	 	 	
                                      Date

                                    	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        IX-1

        
          

        

      

      
         


      

    


    Exhibit
A to the

    Security
Agreement

    


    FORM
OF FIRST LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT

     

    This
FIRST LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “IP Security
Agreement”) dated  November 10, 2010, is made by the Persons
listed on the signature pages hereof (collectively, the “Grantors”)
in favor of BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative
Agent”) for the Secured Parties (as defined in the Credit Agreement
referred to below).

     

    WHEREAS,
Chemtura Corporation, a Delaware corporation (the “Company”)
has entered into a Senior Secured Term Facility Credit Agreement dated as of
August 27, 2010 (as amended by Amendment No. 1, dated as of September 27, 2010,
and as further amended, amended and restated, supplemented or otherwise modified
from time to time, the “Credit
Agreement”), with Bank of America, N.A., as Administrative Agent, and the
Lenders and the other agents party thereto.  Terms defined in the
Credit Agreement and not otherwise defined herein are used herein as defined in
the Credit Agreement.

     

    WHEREAS,
as a condition precedent to the Escrow Release Date each Grantor has executed
and delivered that certain Security Agreement dated November 10, 2010 made by
the Grantors to the Administrative Agent (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Security
Agreement”).

     

    WHEREAS,
under the terms of the Security Agreement, the Grantors have granted to the
Administrative Agent, for the ratable benefit of the Secured Parties, a security
interest in, among other property, certain intellectual property of the
Grantors, and have agreed as a condition thereof to execute this IP Security
Agreement for recording with the U.S. Patent and Trademark Office, the United
States Copyright Office and other governmental authorities.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each Grantor agrees as follows:

     

    SECTION
1.  Grant of
Security.  Each Grantor hereby grants to the Administrative
Agent for the ratable benefit of the Secured Parties a security interest in all
of such Grantor’s right, title and interest in and to the following (the “Collateral”):

     

    (i)           all
patents and patent applications set forth in Schedule A hereto (the “Patents”);

     

    (ii)          all
trademark and service mark registrations and applications set forth in Schedule
B hereto (provided that no security interest shall be granted in any United
States intent-to-use trademark application for registration of a trademark filed
pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the
filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an
“Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with
respect thereto, solely to the extent, if any, that, and solely during the
period, if any, in which, the grant of a security interest therein would impair
the validity or enforceability or result in the voiding of such application or
any registration that issues from such application under applicable federal
law), together, in each case, with the goodwill symbolized thereby (the “Trademarks”);


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    (iii)         all  copyright
registrations and applications set forth in Schedule C hereto (the “Copyrights”);

     

    (iv)         all
reissues, divisions, continuations, continuations-in-part, extensions, renewals
and reexaminations of any of the foregoing, all rights in the foregoing provided
by international treaties or conventions and all rights corresponding thereto
throughout the world and all other rights of any kind whatsoever of such Grantor
accruing thereunder or pertaining thereto;

     

    (v)          any
and all claims for damages and injunctive relief for past, present and future
infringement, dilution, misappropriation, violation, misuse or breach with
respect to any of the foregoing, with the right, but not the obligation, to sue
for and collect, or otherwise recover, such damages; and

     

    (vi)         any
and all proceeds of, collateral for, income, royalties and other payments now or
hereafter due and payable with respect to, and supporting obligations relating
to any of the foregoing.

     

    SECTION
2.  Security
for Obligations.  The grant of a security interest in the
Collateral by each Grantor under this IP Security Agreement secures the payment
of all Obligations of each Loan Party or Subsidiary of a Loan Party now or
hereafter existing under or in respect of the Loan Documents (including, without
limitation, the Non-Loan Party Bank Product Agreements (as defined below) and
Secured Specified Credit Agreements), whether direct or indirect, absolute or
contingent, and whether for principal, reimbursement obligations, interest,
premiums, penalties, fees, indemnifications, contract causes of action, costs,
expenses or otherwise; provided however that if the aggregate
principal or notional amount of Obligations (in terms of Agreement Value in the
case of Secured Hedge Agreements) under all Secured Cash Management Agreements
and Secured Hedge Agreements, in each case entered into by Non-Loan Parties
(“Non-Loan
Party Bank Product Agreements”) exceeds $10,000,000 at any time
outstanding, then the Obligations secured hereunder shall exclude all
Obligations under Non-Loan Party Bank Product Agreements other than those
Obligations under Non-Loan Party Bank Product Agreements (“Included
Obligations”) designated in a writing delivered by the Company to the
Administrative Agent as being included in the Obligations secured hereunder,
subject to a maximum aggregate principal or notional amount (in terms of
Agreement Value in the case of Secured Hedge Agreements) for all Included
Obligations of $10,000,000 at any time outstanding.  Without limiting
the generality of the foregoing, this IP Security Agreement secures, as to each
Grantor, the payment of all amounts that constitute part of the Secured
Obligations and that would be owed by any Loan Party or Subsidiary of a Loan
Party to any Secured Party under the Loan Documents but for the fact that such
Secured Obligations are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving a Loan Party or
Subsidiary of a Loan Party.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    SECTION
3.  Recordation.  Each
Grantor authorizes and requests that the Register of Copyrights, the
Commissioner for Patents and the Commissioner for Trademarks and any other
applicable government officer record this IP Security Agreement.

     

    SECTION
4.  Execution in
Counterparts.  This IP Security Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.

     

    SECTION
5.  Grants,
Rights and Remedies.  This IP Security Agreement has been
entered into in conjunction with the provisions of the Security
Agreement.  Each Grantor does hereby acknowledge and confirm that the
grant of the security interest hereunder to, and the rights and remedies of, the
Administrative Agent with respect to the Collateral are more fully set forth in
the Security Agreement.  In the event of a conflict between the
provisions of this IP Security Agreement and the provisions of the Security
Agreement, the provisions of the Security Agreement shall control.

     

    SECTION
6.  Governing
Law.  This IP Security Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

     

    SECTION
7.  Intercreditor
Agreement.  Reference is made to the Lien
Subordination and Intercreditor Agreement dated as of November 10, 2010, among
the Administrative Agent, Bank of America, N.A., as administrative agent for the
Revolving Facility Secured Parties referred to therein, the Company and the
Subsidiaries of the Company named therein (as amended, supplemented or otherwise
modified from time to time, the “Intercreditor
Agreement”).  Notwithstanding any
other provision contained herein, this IP Security Agreement, the Liens created
hereby and the rights, remedies, duties and obligations provided for herein are
subject in all respects to the provisions of the Intercreditor Agreement and, to
the extent provided therein, the applicable Senior Secured Obligations Security
Documents (as defined in the Intercreditor Agreement).  In the event
of any conflict or inconsistency between the provisions of this IP Security
Agreement and the Intercreditor Agreement, the provisions of the Intercreditor
Agreement shall control.


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.

     

    
      
        
          	 
      	
                  CHEMTURA
      CORPORATION

                
	 
      	 
      
	 
      	
                  By  

                	
                    

                
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                
	 
      	 
      
	 
      	
                  [NAME
      OF GRANTOR]

                
	 
      	 
      	 
      
	 
      	
                  By

                	
                    

                
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                
	 
      	 
      
	 
      	
                  [NAME
      OF GRANTOR]

                
	 
      	 
      
	 
      	
                  By

                	
                    

                
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    Exhibit
B to the

    Security
Agreement

    


    FORM
OF FIRST LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT

     

    This
FIRST LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this “IP Security
Agreement Supplement”) dated __________, 201_, is made by the Person
listed on the signature page hereof (the “Grantor”)
in favor of Bank of America, N.A., as Administrative Agent (the “Administrative
Agent”) for the Secured Parties (as defined in the Credit Agreement
referred to below).

     

    WHEREAS,
Chemtura Corporation, a Delaware corporation (the “Company”)
has entered into a Senior Secured Term Facility Credit Agreement dated as of
August 27, 2010 (as amended by Amendment No. 1, dated as of September 27, 2010,
and as further amended, amended and restated, supplemented or otherwise modified
from time to time, the “Credit
Agreement”), with Bank of America, N.A., as administrative agent, and the
Lenders and the other agents party thereto.  Terms defined in the
Credit Agreement and not otherwise defined herein are used herein as defined in
the Credit Agreement.

     

    WHEREAS,
pursuant to the Credit Agreement, the Grantor and certain other Persons have
executed and delivered that certain Security Agreement dated November 10, 2010
made by the Grantor and such other Persons to the Administrative Agent (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the “Security
Agreement”) and that certain First Lien Intellectual Property Security
Agreement dated [______], 2010 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “IP Security
Agreement”).

     

    WHEREAS,
under the terms of the Security Agreement, the Grantor has granted to the
Administrative Agent, for the ratable benefit of the Secured Parties, a security
interest in the Additional Collateral (as defined in Section 1 below) of the
Grantor and has agreed as a condition thereof to execute this IP Security
Agreement Supplement for recording with the U.S. Patent and Trademark Office,
the United States Copyright Office and other governmental
authorities.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Grantor agrees as follows:

     

    SECTION
1.  Grant of
Security.  Each Grantor hereby grants to the Administrative
Agent, for the ratable benefit of the Secured Parties, a security interest in
all of such Grantor’s right, title and interest in and to the following (the
“Additional Collateral”):

     

    (i)           all
patents and patent applications set forth in Schedule A hereto (the “Patents”);


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    (ii)          all
trademark and service mark registrations and applications set forth in Schedule
B hereto (provided that no security interest shall be granted in any United
States intent-to-use trademark application for registration of a trademark filed
pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the
filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an
“Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with
respect thereto, solely to the extent, if any, that, and solely during the
period, if any, in which, the grant of a security interest therein would impair
the validity or enforceability or result in the voiding of such application or
any registration that issues from such application under applicable federal
law), together, in each case, with the goodwill symbolized thereby (the “Trademarks”);

     

    (iii)         all
copyright registrations and applications set forth in Schedule C hereto (the
“Copyrights”);

     

    (iv)        
all reissues, divisions, continuations, continuations-in-part, extensions,
renewals and reexaminations of any of the foregoing, all rights in the foregoing
provided by international treaties or conventions, and all rights corresponding
thereto throughout the world and all other rights of any kind whatsoever of such
Grantor accruing thereunder or pertaining thereto;

     

    (v)         
all any and all claims for damages and injunctive relief for past, present and
future infringement, dilution, misappropriation, violation, misuse or breach
with respect to any of the foregoing, with the right, but not the obligation, to
sue for and collect, or otherwise recover, such damages; and

     

    (vi)         any
and all proceeds of, collateral for, income, royalties and other payments now or
hereafter due and payable with respect to, and supporting obligations relating
to, any and all of the foregoing or arising from any of the
foregoing.

     

    SECTION
2.  Security
for Obligations.  The grant of a security interest in the
Additional Collateral by the Grantor under this IP Security Agreement Supplement
secures the payment of all Obligations of each Loan Party and Subsidiary of a
Loan Party now or hereafter existing under or in respect of the Loan Documents
(including, without limitation, the Non-Loan Party Bank Product Agreements (as
defined below) and Secured Specified Agreements), whether direct or indirect,
absolute or contingent, and whether for principal, reimbursement obligations,
interest, premiums, penalties, fees, indemnifications, contract causes of
action, costs, expenses or otherwise; provided however that if the aggregate
principal or notional amount of Obligations (in terms of Agreement Value in the
case of Secured Hedge Agreements) under all Secured Cash Management Agreements
and Secured Hedge Agreements, in each case entered into by Non-Loan Parties
(“Non-Loan
Party Bank Product Agreements”) exceeds $10,000,000 at any time
outstanding, then the Obligations secured hereunder shall exclude all
Obligations under Non-Loan Party Bank Product Agreements other than those
Obligations under Non-Loan Party Bank Product Agreements (“Included
Obligations”) designated in a writing delivered by the Company to the
Administrative Agent as being included in the Obligations secured hereunder,
subject to a maximum aggregate principal or notional amount (in terms of
Agreement Value in the case of Secured Hedge Agreements) for all Included
Obligations of $10,000,000 at any time outstanding.  Without limiting
the generality of the foregoing, this IP Security Agreement Supplement and the
IP Security Agreement secures the payment of all amounts that constitute part of
the Secured Obligations and that would be owed by a Loan Party or Subsidiary of
a Loan Party to any Secured Party under the Loan Documents but for the fact that
such Secured Obligations are unenforceable or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving a Loan Party or
Subsidiary of a Loan Party.


    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    SECTION
3.  Recordation.  The
Grantor authorizes and requests that the Register of Copyrights, the
Commissioner for Patents and the Commissioner for Trademarks and any other
applicable government officer to record this IP Security Agreement
Supplement.

     

    SECTION
4.  Grants,
Rights and Remedies.  This IP Security Agreement Supplement has
been entered into in conjunction with the provisions of the Security
Agreement.  The Grantor does hereby acknowledge and confirm that the
grant of the security interest hereunder to, and the rights and remedies of, the
Administrative Agent with respect to the Additional Collateral are more fully
set forth in the Security Agreement.  In the event of a conflict
between the provisions of this IP Security Agreement Supplement and the
provisions of the Security Agreement, the provisions of the Security Agreement
shall control.

     

    SECTION
5.  Governing
Law.  This IP Security Agreement Supplement shall be governed
by, and construed in accordance with, the laws of the State of New
York.

     

    SECTION
6.  Intercreditor
Agreement.  Reference is made to the Lien
Subordination and Intercreditor Agreement dated as of November 10, 2010, among
the Administrative Agent, Bank of America, N.A., as administrative agent for the
Revolving Facility Secured Parties referred to therein, the Company and the
Subsidiaries of the Company named therein (as amended, supplemented or otherwise
modified from time to time, the “Intercreditor
Agreement”).  Notwithstanding any
other provision contained herein, this IP Security Agreement Supplement, the
Liens created hereby and the rights, remedies, duties and obligations provided
for herein are subject in all respects to the provisions of the Intercreditor
Agreement and, to the extent provided therein, the applicable Senior Secured
Obligations Security Documents (as defined in the Intercreditor
Agreement).  In the event of any conflict or inconsistency between the
provisions of this IP Security Agreement Supplement and the Intercreditor
Agreement, the provisions of the Intercreditor Agreement shall
control.


    
      
         


      

      
        B-3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.

     

    
      
        	 
      	
                [NAME
      OF GRANTOR]

              
	 
      	 
      	 
      
	 
      	
                By  

              	
                  

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

    

     

    
      
         


      

      
        B-4

        
          

        

      

      
         


      

    


    Exhibit
C to the

    Security
Agreement

    


    FORM
OF SECURITY AGREEMENT SUPPLEMENT

     

    [Date of
Security Agreement Supplement]

     

    Bank of
America, N.A., as the Administrative Agent for

    the
Secured Parties referred to in the

    Credit
Agreement referred to below

    __________

    __________

    Attn:
__________

    


    Ladies
and Gentlemen:

     

    Reference
is made to (i) the Senior Secured Term Facility Credit Agreement dated as of
August 27, 2010 (as amended by Amendment No. 1, dated as of September 27, 2010,
and as further amended, amended and restated, supplemented or otherwise modified
from time to time, the “Credit
Agreement”), among Chemtura Corporation, a Delaware corporation (the
“Company”),
the Lenders and the other Agents party thereto, and Bank of America, N.A., as
administrative agent (together with any successor administrative agent appointed
pursuant to Article VII of the Credit Agreement, the “Administrative
Agent”), and (ii) the Security Agreement dated November 10, 2010 (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the “Security
Agreement”) made by the Grantors from time to time party thereto in favor
of the Administrative Agent for the Secured Parties.  Terms defined in
the Credit Agreement or the Security Agreement and not otherwise defined herein
are used herein as defined in the Credit Agreement or the Security
Agreement.

     

    SECTION
1.  Grant of
Security.  The undersigned hereby grants to the Administrative
Agent, for the ratable benefit of the Secured Parties, a security interest in
all of its right, title and interest in and to the following, in each case
whether now owned or hereafter acquired by the undersigned, wherever located and
whether now or hereafter existing or arising (collectively, the undersigned’s
“Collateral”):
all Equipment, Inventory, General Intangibles, Goods, Receivables, Related
Contracts, Security Collateral (including, without limitation, the shares of
stock and other Equity Interests set forth on Part I of Schedule I hereto, the
indebtedness set forth on Part II of Schedule I hereto and the securities
accounts set forth on Part III of Schedule I hereto and deposit accounts set
forth on Schedule II hereto), Account Collateral, Intellectual Property
Collateral, Commercial Tort Claims Collateral (including, without limitation,
the commercial tort claims described in Schedule V hereto), all books and
records (including, without limitation, customer lists, credit files, printouts
and other computer output materials and records) of the undersigned pertaining
to any of the undersigned’s Collateral, and all proceeds of, collateral for,
income, royalties and other payments now or hereafter due and payable with
respect to, and supporting obligations relating to, any and all of the
undersigned’s Collateral (including, without limitation, proceeds, collateral
and supporting obligations that constitute property of the types described in
this Section 1) and, to the extent not otherwise included, all (A) payments
under insurance otherwise payable to the Administrative Agent based on the terms
hereof and the Credit Agreement, or any indemnity, warranty or guaranty, payable
by reason of loss or damage to or otherwise with respect to any of the foregoing
Collateral, and (B) cash.


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    SECTION
2.  Security
for Obligations.  The grant of a security interest in, the
Collateral by the undersigned under this Security Agreement Supplement and the
Security Agreement secures the payment of all Obligations of each Loan Party or
Subsidiary of a Loan Party now or hereafter existing under or in respect of the
Loan Documents (including, without limitation, the Non-Loan Party Bank Product
Agreements (as defined below) and Secured Specified Credit Agreements), whether
direct or indirect, absolute or contingent, and whether for principal,
reimbursement obligations, interest, premiums, penalties, fees,
indemnifications, contract causes of action, costs, expenses or otherwise; provided however that if the aggregate
principal or notional amount of Obligations (in terms of Agreement Value in the
case of Secured Hedge Agreements) under all Secured Cash Management Agreements
and Secured Hedge Agreements, in each case entered into by Non-Loan Parties
(“Non-Loan
Party Bank Product Agreements”) exceeds $10,000,000 at any time
outstanding, then the Obligations secured hereunder shall exclude all
Obligations under Non-Loan Party Bank Product Agreements other than those
Obligations under Non-Loan Party Bank Product Agreements (“Included
Obligations”) designated in a writing delivered by the Company to the
Administrative Agent as being included in the Obligations secured hereunder,
subject to a maximum aggregate principal or notional amount (in terms of
Agreement Value in the case of Secured Hedge Agreements) for all Included
Obligations of $10,000,000 at any time outstanding.  Without limiting
the generality of the foregoing, this Security Agreement Supplement and the
Security Agreement secures the payment of all amounts that constitute part of
the Secured Obligations and that would be owed by a Loan Party or Subsidiary of
a Loan Party to any Secured Party under the Loan Documents but for the fact that
such Secured Obligations are unenforceable or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving a Loan Party or
Subsidiary of a Loan Party.

     

    SECTION
3.  Representations and
Warranties.  (a)  The undersigned’s exact legal name,
location, chief executive office, type of organization, jurisdiction of
organization and organizational identification number is set forth in Schedule
VI hereto.  Within the five years preceding the date hereof, the
undersigned has not changed its name, location, chief executive office, type of
organization, jurisdiction of organization or organizational identification
number from those set forth in Schedule VI hereto except as set forth in
Schedule VII hereto.

     

    (b)  The
undersigned is not a beneficiary or assignee under any letter of credit, other
than the letters of credit described in Schedule IX hereto.

     

    (c)  The
undersigned hereby makes each other representation and warranty set forth in
Section 8 of the Security Agreement with respect to itself and the Collateral
granted by it.


    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    


    SECTION
4.  Obligations Under the
Security Agreement.  The undersigned hereby agrees, as of the
date first above written, to be bound as a Grantor by all of the terms and
provisions of the Security Agreement to the same extent as each of the other
Grantors.  The undersigned further agrees, as of the date first above
written, that each reference in the Security Agreement to an “Additional
Grantor” or a “Grantor” shall also mean and be a reference to the undersigned,
that each reference to the “Collateral” or any part thereof shall also mean and
be a reference to the undersigned’s Collateral or part thereof, as the case may
be, and that each reference in the Security Agreement to a Schedule shall also
mean and be a reference to the schedules attached hereto.

     

    SECTION
5.  Governing
Law.  This Security Agreement Supplement shall be governed by,
and construed in accordance with, the laws of the State of New
York.

     

    SECTION
6.  Intercreditor
Agreement.  Reference is made to the Lien
Subordination and Intercreditor Agreement dated as of November 10, 2010, among
the Administrative Agent, Bank of America, N.A., as administrative agent for the
Revolving Facility Secured Parties referred to therein, the Company and the
Subsidiaries of the Company named therein (as amended, supplemented or otherwise
modified from time to time, the “Intercreditor
Agreement”).  Notwithstanding any
other provision contained herein, this Security Agreement Supplement, the Liens
created hereby and the rights, remedies, duties and obligations provided for
herein are subject in all respects to the provisions of the Intercreditor
Agreement and, to the extent provided therein, the applicable Senior Secured
Obligations Security Documents (as defined in the Intercreditor
Agreement).  In the event of any conflict or inconsistency between the
provisions of this Security Agreement Supplement and the Intercreditor
Agreement, the provisions of the Intercreditor Agreement shall
control.

     

    
      
        
          	 
      	 
      	
                  Very
      truly yours,

                
	 	 	 
	 
      	
                  [NAME
      OF ADDITIONAL GRANTOR]

                
	 
      	 
      	 
      
	 
      	
                  By

                	
                    

                
	 
      	 
      	
                  Title:

                
	 
      	 
      	 
      
	 
      	 
      	 
      	
                  Address
      for notices:

                
	 
      	 
      	 
      	
                    

                
	 
      	 
      	 
      	
                    

                
	 
      	 
      	 
      	
                    

                


        

      

    

     

    
      
         


      

      
        C-3