**EXHIBIT 10.21****SECURITY AGREEMENT**     **SECURITY AGREEMENT**(this “Agreement”) dated as of September 26, 2006 by and between**AMERICAN COLOR GRAPHICS FINANCE, LLC**, a Delaware limited liability company, having a place ofbusiness at 100 Winners Circle, Brentwood, Tennessee 37027 (the “Grantor”), and **BANK OFAMERICA, N.A.**, a national banking association, as collateral agent (in such capacity, the“Collateral Agent” for the Secured Parties (as defined herein)), in consideration of themutual covenants contained herein and benefits to be derived herefrom.WITNESSETH:     Reference is made to that certain Credit Agreement dated as of even date herewith (as the samemay be amended, modified, supplemented or restated hereafter, the “Credit Agreement”) by,among others, (i) the Grantor, as borrower, (ii) the Lenders named therein, and (iii) Bank ofAmerica, N.A., as Administrative Agent and Collateral Agent for the Lenders, and as SwinglineLender.     The Lenders have agreed to make Loans to the Borrower pursuant to, and upon the terms andsubject to the conditions specified in, the Credit Agreement and the Contribution Agreement. Theobligation of the Lenders to make Loans is conditioned on, among other things, the execution anddelivery by the Grantor of an agreement in the form hereof to secure the Obligations.     Accordingly, the Grantor and the Collateral Agent, on behalf of itself and each other SecuredParty (and each of their respective successors and assigns) hereby agree as follows:**ARTICLE 1****Definitions**     1.1 Generally. Unless the context otherwise requires, all capitalized terms used butnot defined herein shall have the meanings set forth in the Credit Agreement, and all references tothe UCC shall mean the Uniform Commercial Code as in effect from time to time in the State of NewYork; provided, however, that if a term is defined in Article 9 of the UCCdifferently from in another Article thereof, the term shall have the meaning set forth in Article9, and providedfurther that if by reason of mandatory provisions of law,perfection, or the effect of perfection or non-perfection, of the Security Interest in anyCollateral or the availability of any remedy hereunder is governed by the Uniform Commercial Codeas in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as ineffect in such other jurisdiction for purposes of the provisions hereof relating to such perfectionor effect of perfection or non-perfection or availability of such remedy, as the case may be.     1.2 Definition of Certain Terms Used Herein. As used herein, the following termsshall have the following meanings:     “Accessions” shall have the meaning given that term in the UCC.
 

 
     “Account Debtor” shall have the meaning given that term in the UCC.     “Blue Sky Laws” shall have the meaning assigned to such term in Section 6.1 of thisAgreement.     “Cash Collateral Account” shall have the meaning set forth in the Credit Agreement.     “Chattel Paper” shall have the meaning given that term in the UCC.     “Collateral” shall mean all of the Grantor’s right, title and interest in and to (a)all Transferred Receivables and the Related Assets; (b) all cash and cash equivalents, Collections,Financial Assets, Investment Property, Securities Entitlements and other Instruments or amountscredited or deposited from time to time in any Lockbox, Concentration Account, the Cash CollateralAccount or the Disbursement Account; (c) all rights under the Contribution Agreement, the ServicingAgreement, the Control Agreement, the Intercreditor Agreement and other related documents; (d) allrights under all of the Transferred Receivables and related agreements, including rentals,termination payments, casualty payments, termination rights, rights to compel performance andguarantees, in each case, to the extent they relate to the Transferred Receivables; (e) allinsurance proceeds payable to Borrower in respect of the Transferred Receivables and any othercollateral and all proceeds of the voluntary or involuntary disposition of any of the TransferredReceivables; (f) without limitation of clauses (a), (b), (c), (d) and (e) above, all Accounts,Chattel Paper, Contracts, Documents, Equipment, Fixtures, Goods, Instruments, Inventory, Letter ofCredit Rights, Investment Property, General Intangibles, Payment Intangibles, Software, SupportingObligations, Securities Accounts, Securities Entitlements and Deposit Accounts of Grantor (in eachcase, as such items are defined in the UCC); (g) all Commercial Tort Claims of Grantor; and (h) allincome, payments, Accessions to and Proceeds of the foregoing, including interest, rents, profitsand products.     “Collateral Agent’s Rights and Remedies” shall have the meaning assigned to such termin Section 8.8.     “Commercial Tort Claim” shall have the meaning given that term in the UCC.     “Concentration Account” shall have the meaning set forth in the Credit Agreement.     “Contracts” shall have the meaning given that term in the UCC.     “Contribution Agreement” shall have the meaning set forth in the Credit Agreement.     “Control Agreement” shall have the meaning set forth in the Credit Agreement.     “Credit Agreement” shall have the meaning assigned to such term in the preliminarystatement of this Agreement.     “Deposit Account” shall have the meaning given that term in the UCC and shall alsoinclude all demand, time, savings, passbook, or similar accounts maintained with a bank or otherfinancial institution.
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     “Disbursement Account” shall have the meaning set forth in the Credit Agreement.     “Documents” shall have the meaning given that term in the UCC.     “Equipment” shall include, without limitation, “equipment” as defined in the UCC, andalso all furniture, store fixtures, motor vehicles, rolling stock, machinery, office equipment,plant equipment, tools, dies, molds, and other goods, property, and assets which are used and/orwere purchased for use in the operation or furtherance of the Grantor’s business, and any and allAccessions or additions thereto, and substitutions therefor.     “Financial Asset” shall have the meaning given that term in the UCC.     “Financing Statement” shall have the meaning given that term in the UCC.     “General Intangibles” shall have the meaning given that term in the UCC, and shallalso include, without limitation, all: Payment Intangibles; rights to payment for credit extended;deposits; amounts due to the Grantor; credit memoranda in favor of the Grantor; warranty claims;tax refunds and abatements; insurance refunds and premium rebates; all means and vehicles ofinvestment or hedging, including, without limitation, options, warrants, and futures contracts;records; customer lists; telephone numbers; goodwill; causes of action; judgments; payments underany settlement or other agreement; literary rights; rights to performance; royalties; licenseand/or franchise fees; rights of admission; licenses; franchises; license agreements, including allrights of the Grantor to enforce same; permits, certificates of convenience and necessity, andsimilar rights granted by any governmental authority; internet addresses and domain names;developmental ideas and concepts; proprietary processes; blueprints, drawings, designs, diagrams,plans, reports, and charts; catalogs; technical data; computer software programs (including thesource and object codes therefor), computer records, computer software, rights of access tocomputer record service bureaus, service bureau computer contracts, and computer data; tapes,disks, semi-conductors chips and printouts; user, technical reference, and other manuals andmaterials; patents, patent applications and patents pending; trade secret rights, copyrights,copyright applications, mask work rights and interests, and derivative works and interests; tradenames, trademarks, trademark applications, service marks, and service mark applications, togetherwith all goodwill connected with and symbolized by any of the foregoing; all other generalintangible property of the Grantor in the nature of intellectual property; proposals; costestimates, and reproductions on paper, or otherwise, of any and all concepts or ideas, and anymatter related to, or connected with, the design, development, manufacture, sale, marketing,leasing, or use of any or all property produced, sold, or leased, by or credit extended orservices performed, by the Grantor, whether intended for an individual customer or the generalbusiness of the Grantor, or used or useful in connection with research by the Grantor.     “Indemnitee” shall have the meaning assigned to such term in Section 8.6 of thisAgreement.     “Instruments” shall have the meaning given that term in the UCC.     “Intercreditor Agreement” shall have the meaning set forth in the Credit Agreement.
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     “Inventory” shall have the meaning given that term in the UCC, and shall also include,without limitation, all: (a) Goods which (i) are leased by a Person as lessor, (ii) are held by aPerson for sale or lease or to be furnished under a contract of service, (iii) are furnished by aPerson under a contract of service, or (iv) consist of raw materials, work in process, or materialsused or consumed in a business; (b) Goods of said description in transit; (c) Goods of saiddescription which are returned, repossessed and rejected; (d) packaging, advertising, and shippingmaterials related to any of the foregoing; (e) all names, marks, and General Intangibles affixed orto be affixed thereto or associated therewith; and (f) Documents which represent any of theforegoing.     “Investment Property” shall have the meaning given that term in the UCC.     “Letter-of-Credit Right” shall have the meaning given that term in the UCC and shallalso mean any right to payment or performance under a letter of credit, whether or not thebeneficiary has demanded or is at the time entitled to demand payment or performance.     “Lockbox” shall have the meaning set forth in the Credit Agreement.     “Payment Intangible” shall have the meaning given that term in the UCC, and shall alsorefer to any General Intangible under which the Account Debtor’s primary obligation is a monetaryobligation.     “Proceeds” shall include, without limitation, “Proceeds” as defined in the UCC andeach type of property described in the definition of Collateral.     “Related Assets” shall have the meaning set forth in the Contribution Agreement.     “Secured Parties” shall have the meaning set forth in the Credit Agreement.     “Securities Account” shall have the meaning given that term in the UCC.     “Securities Entitlement” shall have the meaning given that term in the UCC.     “Securities Act” shall have the meaning assigned to such term in Section 6.1 of thisAgreement.     “Security” shall have the meaning given that term in the UCC.     “Security Interest” shall have the meaning assigned to such term in Section 2.1 thisAgreement.     “Servicing Agreement” shall have the meaning set forth in the Credit Agreement.     “Software” shall have the meaning given that term in the UCC.     “Supporting Obligation” shall have the meaning given that term in the UCC and shallalso refer to a Letter-of-Credit Right or secondary obligation that supports the payment orperformance of an Account, Chattel Paper, a Document, a General Intangible, an Instrument, orInvestment Property.
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     “Transferred Receivables” shall have the meaning set forth in the ContributionAgreement.     1.3 Rules of Interpretation. The rules of interpretation specified in Section 1.04 ofthe Credit Agreement shall be applicable to this Agreement.**ARTICLE 2****Security Interest**     2.1 Security Interest. As security for the payment or performance, as the case maybe, in full of the Obligations, the Grantor hereby bargains, assigns, mortgages, pledges,hypothecates and transfers to the Collateral Agent, its successors and assigns, for the benefit ofthe Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for thebenefit of the Secured Parties, a security interest in, all of the Grantor’s right, title andinterest in, to and under the Collateral (the “Security Interest”). Without limiting theforegoing, the Grantor hereby designates the Collateral Agent as the Grantor’s true and lawfulattorney, exercisable by the Collateral Agent whether or not an Event of Default exists, with fullpower of substitution, at the Collateral Agent’s option, for the purpose of filing one or moreFinancing Statements, continuation statements, or to sign other documents for the purpose ofperfecting, confirming, continuing, enforcing or protecting the Security Interest granted by theGrantor, without the signature of the Grantor (the Grantor hereby appointing the Collateral Agentas such Person’s attorney to sign such Person’s name to any such instrument or document, whether ornot an Event of Default exists), and naming the Grantor as debtor and the Collateral Agent assecured party.     2.2 No Assumption of Liability. The Security Interest is granted as security only andshall not subject the Collateral Agent or any other Secured Party to, or in any way alter ormodify, any obligation or liability of the Grantor with respect to or arising out of theCollateral.**ARTICLE 3****Representations and Warranties**     The Grantor represents and warrants to the Collateral Agent and the other Secured Partiesthat:     3.1 Title and Authority. The Grantor has good and valid rights in, and title to, theCollateral with respect to which it has purported to grant a Security Interest hereunder and hasfull power and authority to grant to the Collateral Agent the Security Interest in such Collateralpursuant hereto and to execute, deliver and perform its obligations in accordance with the terms ofthis Agreement, without the consent or approval of any other Person other than any consent orapproval which has been obtained.
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     3.2 Validity and Priority of Security Interest. The Security Interest constitutes (a)a legal and valid security interest in all of the Collateral securing the payment and performanceof the Obligations, and (b) upon the filing of appropriate financing statements or upon theCollateral Agent obtaining control of the Collateral, a perfected security interest in all of theCollateral. The Security Interest is and shall be prior to any other Lien on any of theCollateral, subject only to those Permitted Encumbrances which have priority under Applicable Law.     3.3 Absence of Other Liens. The Collateral is owned by the Grantor free and clear ofany Lien, except for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement.Except as provided in the Loan Documents, the Grantor has not filed or consented to the filing of(a) any Financing Statement or analogous document under the UCC or any other Applicable Lawcovering any Collateral, (b) any assignment in which the Grantor assigns any Collateral or anysecurity agreement or similar instrument covering any Collateral with the United States Patent andTrademark Office or the United States Copyright Office or (c) any assignment in which the Grantorassigns any Collateral or any security agreement or similar instrument covering any Collateral withany foreign governmental, municipal or other office, which Financing Statement or analogousdocument, assignment, security agreement or similar instrument is still in effect, except, in eachcase, for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement.     3.4 Consignments. The Grantor has no possession of any property on consignment.**ARTICLE 4****Covenants**     4.1 Change of Name; Location of Collateral; Records; Place of Business. The Grantoragrees promptly to notify the Collateral Agent of (i) any change in its legal name or in any tradename used to identify it in the conduct of its business or in the ownership of its properties, (ii)any change in the location of its chief executive office, its principal place of business, anyoffice in which it maintains books or records relating to Collateral owned by it, or any office orfacility at which Collateral owned by it is located, including the establishment of any such newoffice or facility, (iii) any change in its identity or organizational structure, (iv) any changein its Federal Taxpayer Identification Number or organizational number, if any, assigned to it byits state of organization, or (v) the acquisition by the Grantor of any property for whichadditional filings or recordings are necessary to perfect and maintain the Collateral Agent’sSecurity Interest therein. Upon receipt of such notice, Collateral Agent shall promptly make allfilings under the UCC or otherwise that are required in order for the Collateral Agent to continueat all times following such change to have a valid, legal and perfected first priority securityinterest in all of the Collateral, and the Grantor agrees not to effect or permit any changereferred to in the preceding sentence until all such filings have been made by the CollateralAgent.     4.2 Protection of Security. The Grantor shall, at its own cost and expense, take anyand all actions reasonably necessary to defend title to the Collateral against all Persons and todefend the Security Interest of the Collateral Agent in the Collateral and the priority thereofagainst any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.
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     4.3 Further Assurances. The Grantor agrees, at its own expense, to execute,acknowledge, deliver and cause to be duly filed all such further instruments and documents and takeall such actions as the Collateral Agent may from time to time reasonably request to assure,preserve, protect and perfect the Security Interest and the rights and remedies created hereby,including the payment of any fees and taxes required in connection with the execution and deliveryof this Agreement, the granting of the Security Interest and the filing of any Financing Statementsor other documents in connection herewith or therewith. If any amount payable under or inconnection with any of the Collateral shall be or become evidenced by any promissory note or otherinstrument, the Grantor shall notify the Collateral Agent and upon the request of the CollateralAgent, such note or instrument shall be immediately pledged and delivered to the Collateral Agent,duly endorsed in a manner satisfactory to the Collateral Agent.     4.4 Taxes; Encumbrances. At its option, the Collateral Agent may discharge past duetaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any timelevied or placed on the Collateral and not permitted pursuant to Section 6.02 of the CreditAgreement, and may take any other action which the Collateral Agent may deem necessary or desirableto repair, maintain or preserve any of the Collateral to the extent the Grantor fails to do so asrequired by the Credit Agreement or this Agreement, and the Grantor agrees to reimburse theCollateral Agent on demand for any payment made or any expense incurred by the Collateral Agentpursuant to the foregoing authorization; provided that the making of any such payments orthe taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver ofany Default or Event of Default arising from the Grantor’s failure to have made such payments ortaken such action. Nothing in this Section 4.4 shall be interpreted as excusing the Grantor fromthe performance of any covenants or other promises of the Grantor with respect to taxes,assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as setforth herein or in the other Loan Documents.     4.5 Assignment of Security Interest.     (a) If at any time the Grantor shall take a security interest in any property of an AccountDebtor or any other Person to secure payment and performance of an Account, the Grantor shallpromptly assign such security interest to the Collateral Agent. Such assignment need not be filedof public record unless necessary to continue the perfected status of the security interest againstcreditors of, and transferees from, the Account Debtor or other Person granting the securityinterest.     (b) To the extent that the Grantor is a beneficiary under any written letter of credit now orhereafter issued in favor of the Grantor, the Grantor shall deliver such letter of credit to theCollateral Agent. The Collateral Agent shall from time to time, at the request and expense of theGrantor, make such arrangements with the Grantor as are in the Collateral Agent’s reasonablejudgment necessary and appropriate so that the Grantor may make any drawing to which the Grantor isentitled under such letter of credit, without impairment of the Collateral Agent’s perfectedsecurity interest in the Grantor’s rights to proceeds of such letter of credit or in the actualproceeds of such drawing. At the Collateral Agent’s request, the Grantor shall, for any letter ofcredit, whether or not written, now or hereafter issued in favor of the Grantor as beneficiary,execute and deliver to the issuer and any confirmer of such letter of credit an assignment ofproceeds form, in favor of the Collateral Agent and satisfactory to the Collateral Agent and suchissuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under suchletter of credit to be paid directly to the Collateral Agent.
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     4.6 Continuing Obligations of the Grantor. The Grantor shall remain liable to observeand perform all the conditions and obligations to be observed and performed by it under eachcontract, agreement or instrument relating to the Collateral, all in accordance with the terms andconditions thereof, and the Grantor agrees to indemnify and hold harmless the Collateral Agent andthe Secured Parties from and against any and all liability for such performance.     4.7 Use and Disposition of Collateral. The Grantor shall not make or permit to bemade an assignment, pledge or hypothecation of the Collateral or shall grant any other Lien inrespect of the Collateral or shall grant control (as defined in the UCC) of any Collateral to anythird person, except as expressly permitted by Section 6.02 of the Credit Agreement. Except asexpressly permitted in the Credit Agreement, the Grantor shall not make or permit to be made anytransfer of the Collateral, and the Grantor shall remain at all times in possession of theCollateral owned by it, except that the Grantor may use and dispose of the Collateral in any lawfulmanner not inconsistent with the provisions of this Agreement, the Credit Agreement or any otherLoan Document.4.8 [Reserved].     4.9 Commercial Tort Claims. If the Grantor shall at any time acquire a CommercialTort Claim, the Grantor shall promptly notify the Collateral Agent in writing of the detailsthereof and the Grantor shall take such actions as the Collateral Agent shall reasonably request inorder to grant to the Collateral Agent, for the ratable benefit of the Secured Parties, a perfectedand first priority security interest therein and in the Proceeds thereof.     4.10 Legend. The Grantor shall legend, in form and manner reasonably satisfactory tothe Collateral Agent, its Accounts and its books, records and documents evidencing or pertainingthereto with an appropriate reference to the fact that such Accounts have been assigned to theCollateral Agent for the benefit of the Secured Parties and that the Collateral Agent has asecurity interest therein.**ARTICLE 5****Collections**     5.1 Collections. The Grantor shall at all times comply with the Cash Receiptsprovisions of Section 2.22 of the Credit Agreement and the Grantor shall cause the Servicer tocomply at all times with the provisions of the Servicing Agreement with respect to theadministration of Collections.     5.2 Power of Attorney. The Grantor irrevocably makes, constitutes and appoints theCollateral Agent (and all officers, employees or agents designated by the Collateral Agent) as theGrantor’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agentshall have the right, with power of substitution for the Grantor and in the Grantor’s name orotherwise, for the use and benefit of the Collateral Agent and the other Secured Parties, (a) atany time, whether or not a Default or Event of Default has occurred, to take actions required to betaken by the Grantor under Section 2.1 of this Agreement, and (b) as permitted under the CreditAgreement, (i) to take actions required to be taken by the Grantor under Section 5.1 of this
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Agreement, (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances,checks, drafts, money orders or other evidences of payment relating to the Collateral or any partthereof; (iii) to demand, collect, receive payment of, give receipt for and give discharges andreleases of all or any of the Collateral; (iv) to sign the name of the Grantor on any invoices,schedules of Collateral, freight or express receipts, or bills of lading storage receipts,warehouse receipts or other documents of title relating to any of the Collateral; (v) to sign thename of the Grantor on any notice to the Grantor’s Account Debtors; (vi) to sign the name of theGrantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claimsof mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (vii) tosign change of address forms to change the address to which the Grantor’s mail is to be sent tosuch address as the Collateral Agent shall designate; (viii) to receive and open the Grantor’smail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either tothe Borrower or to any trustee in bankruptcy or receiver of the Grantor, or other legalrepresentative of the Grantor whom the Collateral Agent determines to be the appropriate person towhom to so turn over such mail; (ix) to commence and prosecute any and all suits, actions orproceedings at law or in equity in any court of competent jurisdiction to collect or otherwiserealize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (x)to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to allor any of the Collateral; (xi) to take all such action as may be necessary to obtain the payment ofany letter of credit and/or banker’s acceptance of which the Grantor is a beneficiary; (xii) torepair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessaryto fulfill in whole or in part the purchase order of any customer of the Grantor; (xiii) to use,license or transfer any or all General Intangibles of the Grantor; and (xiv) to use, sell, assign,transfer, pledge, make any agreement with respect to or otherwise deal with all or any of theCollateral, and to do all other acts and things necessary to carry out the purposes of thisAgreement, as fully and completely as though the Collateral Agent were the absolute owner of theCollateral for all purposes; provided, however, that nothing herein contained shall be construed asrequiring or obligating the Collateral Agent or any other Secured Party to make any commitment orto make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agentor any other Secured Party, or to present or file any claim or notice. It is understood and agreedthat the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantor forthe purposes set forth above is coupled with an interest and is irrevocable until such time as theObligations have been indefeasibly paid in full in cash and satisfied and the Security Interest hasbeen terminated in accordance with Section 8.13 hereof.     5.3 No Obligation to Act. The Collateral Agent shall not be obligated to do any ofthe acts or to exercise any of the powers authorized by Section 5.2, but if the Collateral Agentelects to do any such act or to exercise any of such powers, it shall not be accountable for morethan it actually receives as a result of such exercise of power, and shall not be responsible tothe Grantor for any act or omission to act except for any act or omission to act as to which thereis a final determination made in a judicial proceeding (in which proceeding the Collateral Agenthas had an opportunity to be heard) which determination includes a specific finding that thesubject act or omission to act had constituted gross negligence, willful misconduct or actual badfaith. The provisions of Section 5.2 shall in no event relieve the Grantor of any of itsobligations hereunder or under any other Loan Document with respect to the Collateral or any partthereof or impose any obligation on the Collateral Agent or any other Secured Party to proceed inany particular manner with respect to the Collateral or any part thereof, or in any way limit theexercise by the Collateral Agent or any other Secured Party of any other or further right which it
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may have on the date of this Agreement or hereafter, whether hereunder, under any other LoanDocument, by law or otherwise.**ARTICLE 6****Remedies**     6.1 Remedies upon Default. Upon the occurrence of an Event of Default, it is agreedthat the Collateral Agent shall have in any jurisdiction in which enforcement hereof is sought, inaddition to all other rights and remedies, the rights and remedies of a secured party under the UCCor other Applicable Law. Without limiting the foregoing, upon the occurrence of an Event ofDefault, the rights and remedies of the Collateral Agent shall include, without limitation, theright to take any of or all the following actions at the same or different times:     (a) With respect to any Collateral consisting of Accounts, General Intangibles(including Payment Intangibles), Letter-of-Credit Rights, Instruments, Chattel Paper,Documents, and Investment Property, the Collateral Agent may collect the Collateral with orwithout the taking of possession of any of the Collateral.     (b) With respect to any Collateral consisting of Accounts, the Collateral Agent may (i)demand, collect and receive any amounts relating thereto, as the Collateral Agent maydetermine; (ii) commence and prosecute any actions in any court for the purposes ofcollecting any such Accounts and enforcing any other rights in respect thereof; (iii)defend, settle or compromise any action brought and, in connection therewith, give suchdischarges or releases as the Collateral Agent may reasonably deem appropriate; (iv) withoutlimiting the Collateral Agent’s rights set forth in Section 5.2 hereof, receive, open anddispose of mail addressed to the Grantor and endorse checks, notes, drafts, acceptances,money orders, bills of lading, warehouse receipts or other instruments or documentsevidencing payment, shipment or storage of the goods giving rise to such Accounts orsecuring or relating to such Accounts, on behalf of and in the name of the Grantor; and (v)sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exerciserights in respect of, any such Accounts or the goods or services which have given risethereto, as fully and completely as though the Collateral Agent were the absolute ownerthereof for all purposes.     (c) With respect to any Collateral consisting of Investment Property, the CollateralAgent may (i) exercise all rights of the Grantor with respect thereto, including withoutlimitation, the right to exercise all voting and corporate rights at any meeting of theshareholders of the Issuer of any Investment Property and to exercise any and all rights ofconversion, exchange, subscription or any other rights, privileges or options pertaining toany Investment Property as if the Collateral Agent was the absolute owner thereof, includingthe right to exchange, at its discretion, any and all of any Investment Property upon themerger, consolidation, reorganization, recapitalization or other readjustment of the Issuerthereof, all without liability except to account for property actually received as providedin Section 5.3 hereof; (ii) transfer such Collateral at any time to itself, or to itsnominee, and receive the income thereon and hold the same as Collateral hereunder or applyit to the Obligations; and (iii) demand, sue for, collect or make any compromise orsettlement it deems desirable. The Grantor recognize that (a)
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the Collateral Agent may be unable to effect a public sale of all or a part of theInvestment Property by reason of certain prohibitions contained in the Securities Act of1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or theSecurities laws of various states (the “Blue Sky Laws”), but may be compelled toresort to one or more private sales to a restricted group of purchasers who will be obligedto agree, among other things, to acquire the Investment Property for their own account, forinvestment and not with a view to the distribution or resale thereof, (b) that private salesso made may be at prices and upon other terms less favorable to the seller than if theInvestment Property were sold at public sales, (c) that neither the Collateral Agent nor anySecured Party has any obligation to delay sale of any of the Investment Property for theperiod of time necessary to permit the Investment Property to be registered for public saleunder the Securities Act or the Blue Sky Laws, and (d) that private sales made under theforegoing circumstances shall be deemed to have been made in a commercially reasonablemanner.     (d) [Reserved].     (e) With or without legal process and with or without prior notice or demand forperformance, the Collateral Agent may enter upon, occupy, and use any premises owned oroccupied by the Grantor, and may exclude the Grantor from such premises or portion thereofas may have been so entered upon, occupied, or used by the Collateral Agent until thisAgreement has been terminated in accordance with Section 8.13 hereof. The Collateral Agentshall not be required to remove any of the Collateral from any such premises upon theCollateral Agent’s taking possession thereof, and may render any Collateral unusable to theGrantor. In no event shall the Collateral Agent be liable to the Grantor for use oroccupancy by the Collateral Agent of any premises pursuant to this Section 6.1, nor for anycharge (such as wages for the Grantor’s employees and utilities) incurred in connection withthe Collateral Agent’s exercise of the Collateral Agent’s Rights and Remedies (as definedherein) hereunder.     (f) The Collateral Agent may require the Grantor to assemble the Collateral and make itavailable to the Collateral Agent at the Grantor’s sole risk and expense at a place orplaces which are reasonably convenient to both the Collateral Agent and such Grantor.     (g) The Grantor agrees that the Collateral Agent shall have the right, subject toApplicable Law, to sell or otherwise dispose of all or any part of the Collateral, at publicor private sale, for cash, upon credit or for future delivery as the Collateral Agent shalldeem appropriate. Each purchaser at any such sale shall hold the property sold absolutely,free from any claim or right on the part of the Grantor.     (h) Unless the Collateral is perishable or threatens to decline speedily in value, oris of a type customarily sold on a recognized market (in which event the Collateral Agentshall provide the Grantor such notice as may be practicable under the circumstances), theCollateral Agent shall give the Grantor at least ten (10) days’ prior written notice, byauthenticated record, of the date, time and place of any proposed public sale, and of thedate after which any private sale or other disposition of the Collateral may be made, whichnotice shall describe the Collateral that is the subject of the intended sale, state themethod of the intended sale and state that the Grantor is entitled to an
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accounting of the Obligations and state the charge, if any, for such accounting. TheGrantor agrees that such written notice shall satisfy all requirements for notice to theGrantor which are imposed under the UCC or other Applicable Law with respect to the exerciseof the Collateral Agent’s rights and remedies upon default. The Collateral Agent shall notbe obligated to make any sale or other disposition of any Collateral if it shall determinenot to do so, regardless of the fact that notice of sale or other disposition of suchCollateral shall have been given. The Collateral Agent may, without notice or publication,adjourn any public or private sale or cause the same to be adjourned from time to time byannouncement at the time and place fixed for sale, and such sale may, without furthernotice, be made at the time and place to which the same was so adjourned.     (i) Any public sale shall be held at such time or times within ordinary business hoursand at such place or places as the Collateral Agent may fix and state in the notice of suchsale. At any sale or other disposition, the Collateral, or portion thereof, to be sold maybe sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (inits sole and absolute discretion) determine. If any of the Collateral is sold, leased, orotherwise disposed of by the Collateral Agent on credit, the Obligations shall not be deemedto have been reduced as a result thereof unless and until payment is finally receivedthereon by the Collateral Agent.     (j) At any public (or, to the extent permitted by Applicable Law, private) sale madepursuant to this Section 6.1, the Collateral Agent or any other Secured Party may bid for orpurchase, free (to the extent permitted by Applicable Law) from any right of redemption,stay, valuation or appraisal on the part of the Grantor, the Collateral or any part thereofoffered for sale and may make payment on account thereof by using any claim then due andpayable to the Collateral Agent or such other Secured Party from the Grantor on account ofthe Obligations as a credit against the purchase price, and the Collateral Agent or suchother Secured Party may, upon compliance with the terms of sale, hold, retain and dispose ofsuch property without further accountability to the Grantor therefor.     (k) For purposes hereof, a written agreement to purchase the Collateral or any portionthereof shall be treated as a sale thereof. The Collateral Agent shall be free to carry outsuch sale pursuant to such agreement and the Grantor shall not be entitled to the return ofthe Collateral or any portion thereof subject thereto, notwithstanding the fact that afterthe Collateral Agent shall have entered into such an agreement all Events of Default shallhave been remedied and the Obligations paid in full.     (l) As an alternative to exercising the power of sale herein conferred upon it, theCollateral Agent may proceed by a suit or suits at law or in equity to foreclose upon theCollateral and to sell the Collateral or any portion thereof pursuant to a judgment ordecree of a court or courts having competent jurisdiction or pursuant to a proceeding by acourt-appointed receiver.     (m) To the extent permitted by Applicable Law, the Grantor hereby waives all rights ofredemption, stay, valuation and appraisal which the Grantor now has or may at any time inthe future have under any rule of law or statute now existing or hereafter enacted.
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     6.2 Application of Proceeds. After the occurrence of an Event of Default, theCollateral Agent shall apply the proceeds of any collection or sale of the Collateral, as well asany Collateral consisting of cash, or any Collateral granted under any other of the SecurityDocuments as set forth in Section 2.23(d) of the Credit Agreement. Upon any sale or otherdisposition of the Collateral by the Collateral Agent (including pursuant to a power of salegranted by statute or under a judicial proceeding), the receipt of the purchase money by theCollateral Agent or of the officer making the sale or other disposition shall be a sufficientdischarge to the purchaser or purchasers of the Collateral so sold or otherwise disposed of andsuch purchaser or purchasers shall not be obligated to see to the application of any part of thepurchase money paid over to the Collateral Agent or such officer or be answerable in any way forthe misapplication thereof.**ARTICLE 7****Perfection of Security Interest**     7.1 Perfection by Filing. This Agreement constitutes an authenticated record, andthe Grantor hereby authorizes the Collateral Agent, pursuant to the provisions of Sections 2.1 and5.2, to file one or more financing or continuation statements, and amendments thereto, relative toall or any part of the Collateral, in such filing offices as the Collateral Agent shall deemappropriate, and the Grantor shall pay the Collateral Agent’s reasonable costs and expensesincurred in connection therewith. The Grantor hereby further agrees that a carbon, photographic,or other reproduction of this Agreement shall be sufficient as a Financing Statement and may befiled as a Financing Statement in any and all jurisdictions.     7.2 Other Perfection, Etc. The Grantor shall at any time and from time to time takesuch steps as the Collateral Agent may reasonably request for the Collateral Agent (a) to obtain anacknowledgment, in form and substance reasonably satisfactory to the Collateral Agent, of anybailee having possession of any of the Collateral that the bailee holds such Collateral for theCollateral Agent, (b) to obtain “control” of any Investment Property, Deposit Accounts,Letter-of-Credit Rights or electronic Chattel Paper (as such terms are defined in the UCC), withany agreements establishing control to be in form and substance satisfactory to the CollateralAgent, and (c) otherwise to insure the continued perfection of the Collateral Agent’s securityinterest in any of the Collateral with the priority described in Section 3.2 and of thepreservation of its rights therein.     7.3 Savings Clause. Nothing contained in this Article VII shall be construed tonarrow the scope of the Collateral Agent’s Security Interest in any of the Collateral or theperfection or priority thereof or to impair or otherwise limit any of the Collateral Agent’s Rightsand Remedies hereunder except (and then only to the extent) as mandated by the UCC.
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**ARTICLE 8****Miscellaneous**     8.1 Notices. All communications and notices hereunder shall (except as otherwiseexpressly permitted herein) be in writing and given as provided in Section 9.01 of the CreditAgreement.     8.2 Grant of Non-Exclusive License. In addition to (and not in limitation of) theSecurity Interest granted by the Grantor in Section 2.1 hereof, upon the occurrence of an Event ofDefault, the Grantor hereby grants to the Collateral Agent a royalty free, non-exclusive,irrevocable license, to use, apply, and affix any trademark, trade name, logo, or the like in whichthe Grantor now or hereafter has rights, such license being with respect to the Collateral Agent’sexercise of the Collateral Agent’s Rights and Remedies hereunder.     8.3 Security Interest Absolute. All rights of the Collateral Agent hereunder, theSecurity Interest and all obligations of the Grantor hereunder shall be absolute and unconditionalirrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other LoanDocument, any agreement with respect to any of the Obligations or any other agreement or instrumentrelating to any of the foregoing, (b) any change in the time, manner or place of payment of, or inany other term of, all or any of the Obligations, or any other amendment or waiver of or anyconsent to any departure from the Credit Agreement, any other Loan Document, or any other agreementor instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or anyrelease or amendment or waiver of or consent under or departure from the Guaranty or any otherguarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstancethat might otherwise constitute a defense available to, or a discharge of, the Grantor in respectof the Obligations or this Agreement.     8.4 Survival of Agreement. All covenants, agreements, representations and warrantiesmade by the Grantor herein and in any other Loan Document and in the certificates or otherinstruments prepared or delivered in connection with or pursuant to this Agreement or any otherLoan Document shall be considered to have been relied upon by the Collateral Agent and the otherSecured Parties and shall survive the execution and delivery of this Agreement and the other LoanDocuments and the making of any Loans, regardless of any investigation made by any such other partyor on its behalf and notwithstanding that the Agents or any Lender may have had notice or knowledgeof any Default or incorrect representation or warranty at the time any credit is extended under theLoan Agreement, and shall continue in full force and effect as long as the Obligations areoutstanding and unpaid, and as long as the Commitments have not expired or terminated.     8.5 Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any ofthe parties hereto is referred to, such reference shall be deemed to include the successors andassigns of such party, and all covenants, promises and agreements by or on behalf of the Grantorthat are contained in this Agreement shall bind and inure to the benefit of the Grantor and itsrespective successors and assigns. This Agreement shall be binding upon the Grantor and theCollateral Agent and their respective successors and assigns, and shall inure to the benefit of theGrantor, the Collateral Agent and the other Secured Parties and their respective successors andassigns, except that the Grantor shall not have the right to assign or transfer its rights orobligations hereunder or any interest herein or in the Collateral (and any such attempted
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assignment or transfer shall be void) except as expressly permitted by this Agreement or theCredit Agreement.     8.6 Collateral Agent’s Fees and Expenses; Indemnification.     (a) Without limiting any of its obligations under the Credit Agreement or the other LoanDocuments, the Grantor agrees to pay all reasonable out-of-pocket expenses incurred by theCollateral Agent, including the reasonable fees, charges and disbursements of any counsel and anyoutside consultants for the Collateral Agent, in connection with (i) the administration of thisAgreement, (ii) the custody or preservation of, or the sale of, collection from or otherrealization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of theCollateral Agent’s Rights and Remedies hereunder or (iv) the failure of the Grantor to perform orobserve any of the provisions hereof.     (b) Without limiting any of its indemnification obligations under the Credit Agreement or theother Loan Documents, the Grantor shall indemnify each Secured Party and each Related Party of anySecured Party (each such Person being called an “Indemnitee”) against, and hold eachIndemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses,including the reasonable fees, charges and disbursements of any counsel for any Indemnitee,incurred by or asserted against any Indemnitee arising out of, in connection with, or as a resultof, (i) the execution or delivery or performance of this Agreement or any other Loan Document, theperformance by the Grantor of its obligations under this Agreement or any other Loan Document, orthe consummation of the transactions contemplated by the Loan Documents or any other transactionscontemplated hereby, or (ii) any actual or prospective claim, litigation, investigation orproceeding relating to any of the foregoing or to the Collateral, whether based on contract, tortor any other theory and regardless of whether any Indemnitee is a party thereto; providedthat such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,claims, damages, liabilities or related expenses resulted from the gross negligence or willfulmisconduct of any Indemnitee or any Affiliate of an Indemnitee (or of any officer, director,employee, advisor or agent of such Indemnitee or any such Indemnitee’s Affiliates). In connectionwith any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counseland the Grantor shall promptly pay the reasonable fees and expenses of such counsel.     (c) Any such amounts payable as provided hereunder shall be additional Obligations securedhereby and by the other Security Documents. All amounts due under this Section 8.6 shall bepayable promptly after written demand therefor.     8.7 **Governing Law; Jurisdiction; Consent to Service of Process****.**     (a) **THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TOTHE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION,INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO ANDTHERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETOSHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF**
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**THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES).**     (b) The Grantor agrees that any suit for the enforcement of this Agreement or any other LoanDocument may be brought in any New York state or federal court sitting in New York County as theCollateral Agent may elect in its sole discretion and consents to the non-exclusive jurisdiction ofsuch courts. The Grantor hereby waives any objection which it may now or hereafter have to thevenue of any such suit or any such court or that such suit is brought in an inconvenient forum.The Grantor agrees that any action commenced by the Grantor asserting any claim or counterclaimarising under or in connection with this Agreement or any other Loan Document shall be broughtsolely in any New York state or federal court sitting in New York County as the Collateral Agentmay elect in its sole discretion and consents to the exclusive jurisdiction of such courts withrespect to any such action.     (c) Each party to this Agreement irrevocably consents to service of process in the mannerprovided for notices in Section 9.01 of the Credit Agreement. Nothing in this Agreement or anyother Loan Document will affect the right of any party to this Agreement to serve process in anyother manner permitted by law.     8.8 Waivers; Amendment.     (a) The rights, remedies, powers, privileges, and discretions of the Collateral Agenthereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be cumulative andnot exclusive of any rights or remedies which it would otherwise have. No delay or omission by theCollateral Agent in exercising or enforcing any of the Collateral Agent’s Rights and Remedies shalloperate as, or constitute, a waiver thereof. No waiver by the Collateral Agent of any Event ofDefault or of any Default under any other agreement shall operate as a waiver of any other Event ofDefault or other Default hereunder or under any other agreement. No single or partial exercise ofany of the Collateral Agent’s Rights or Remedies, and no express or implied agreement ortransaction of whatever nature entered into between the Collateral Agent and any Person, at anytime, shall preclude the other or further exercise of the Collateral Agent’s Rights and Remedies.No waiver by the Collateral Agent of any of the Collateral Agent’s Rights and Remedies on any oneoccasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuingwaiver. The Collateral Agent’s Rights and Remedies may be exercised at such time or times and insuch order of preference as the Collateral Agent may determine. The Collateral Agent’s Rights andRemedies may be exercised without resort or regard to any other source of satisfaction of theObligations. No waiver of any provisions of this Agreement or any other Loan Document or consentto any departure by the Grantor therefrom shall in any event be effective unless the same shall bepermitted by paragraph (b) below, and then such waiver or consent shall be effective only in thespecific instance and for the purpose for which given. No notice to or demand on the Grantor inany case shall entitle the Grantor to any other or further notice or demand in similar or othercircumstances.     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified exceptpursuant to a written agreement entered into between the Collateral Agent and the Grantor subjectto any consent required in accordance with Section 9.02 of the Credit Agreement.
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     8.9 **WAIVER OF JURY TRIAL****. THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TOA JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTSOR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OFDUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH OF THE PARTIES HERETO REPRESENTSTHAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTSFOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENTMAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.**     8.10 Severability. Any provision of this Agreement held to be invalid, illegal orunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch invalidity, illegality or unenforceability without affecting the validity, legality andenforceability of the remaining provisions hereof; and the invalidity of a particular provision ina particular jurisdiction shall not invalidate such provision in any other jurisdiction.     8.11 Counterparts. This Agreement may be executed in counterparts (and by differentparties hereto on different counterparts), each of which shall constitute an original, but all ofwhich when taken together shall constitute a single contract. Delivery of an executed counterpartof a signature page of this Agreement by telecopy shall be effective as delivery of a manuallyexecuted counterpart of this Agreement.     8.12 Headings. Article and Section headings used herein are for convenience ofreference only, are not part of this Agreement and shall not affect the construction of, or betaken into consideration in interpreting, this Agreement.     8.13 Termination; Release of Collateral. Except for those provisions which expresslysurvive the termination thereof, the Credit Agreement, this Agreement and the Security Interestgranted herein shall terminate when all the Obligations have been paid in full in cash andperformed in full and the Lenders have no further commitment to lend, at which time the CollateralAgent shall execute or authorize and deliver to the Grantor, at the Grantor’s expense, all UCCtermination statements and similar documents that the Grantor shall reasonably request to evidencesuch termination; provided, however, that the Credit Agreement, this Agreement, and theSecurity Interest granted herein shall be reinstated if at any time payment, or any part thereof,of any Obligation is rescinded or must otherwise be restored by any Secured Party upon thebankruptcy or reorganization of the Grantor, and provided further that the SecurityInterest granted herein shall not terminate as to any indemnification obligation of the Grantorwhich expressly survives the termination of the Credit Agreement and this Agreement, including,without limitation, the obligations of the Borrower set forth in Section 9.03 of the CreditAgreement and the obligations of the Grantor set forth in Section 8.6 of this Agreement. Anyexecution and delivery of termination statements or documents pursuant to this Section 8.13 shallbe without recourse to, or warranty by, the Collateral Agent.[**SIGNATURE PAGES FOLLOW**]
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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement under seal as of theday and year first above written.     **GRANTOR**:  AMERICAN COLOR GRAPHICS FINANCE, LLC