exv10w3






Exhibit 10.3




EXECUTION COPY




 





COLLATERAL AGREEMENT



dated as of



July 20, 2011,



among



STERLING PARENT INC.,



SRA INTERNATIONAL, INC.,



THE OTHER GRANTORS PARTY HERETO



and



CITIBANK, N.A.,

as Administrative Agent



 





 









 





TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I

	 
	 	 	 	 
	DEFINITIONS

	SECTION 1.01. Defined Terms
	 	 	1	 
	SECTION 1.02. Other Defined Terms
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	PLEDGE OF SECURITIES

	 
	 	 	 	 
	SECTION 2.01. Pledge
	 	 	5	 
	SECTION 2.02. Delivery of the Pledged Collateral
	 	 	5	 
	SECTION 2.03. Representations, Warranties and Covenants
	 	 	6	 
	SECTION 2.04. Registration in Nominee Name; Denominations
	 	 	7	 
	SECTION 2.05. Voting Rights; Dividends and Interest
	 	 	7	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	SECURITY INTERESTS IN PERSONAL PROPERTY

	 
	 	 	 	 
	SECTION 3.01. Security Interest
	 	 	9	 
	SECTION 3.02. Representations and Warranties
	 	 	11	 
	SECTION 3.03. Covenants
	 	 	12	 
	SECTION 3.04. Commercial Tort Claims
	 	 	14	 
	SECTION 3.05. Covenants Regarding Patent, Trademark and Copyright Collateral
	 	 	14	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	REMEDIES

	 
	 	 	 	 
	SECTION 4.01. Remedies upon Default
	 	 	15	 
	SECTION 4.02. Application of Proceeds
	 	 	16	 
	SECTION 4.03. Grant of License to Use Intellectual Property
	 	 	17	 
	SECTION 4.04. Securities Act
	 	 	17	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	SECTION 5.01. Notices
	 	 	18	 
	SECTION 5.02. Waivers; Amendment
	 	 	18	 
	SECTION 5.03. Administrative Agent’s Fees and Expenses; Indemnification
	 	 	19	 
	SECTION 5.04. Successors and Assigns
	 	 	20	 
	SECTION 5.05. Survival of Agreement
	 	 	20	 






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	SECTION 5.06. Counterparts; Effectiveness; Several Agreement
	 	 	20	 
	SECTION 5.07. Severability
	 	 	21	 
	SECTION 5.08. Right of Set-Off
	 	 	21	 
	SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Service of Process Agent
	 	 	21	 
	SECTION 5.10. WAIVER OF JURY TRIAL
	 	 	23	 
	SECTION 5.11. Headings
	 	 	23	 
	SECTION 5.12. Security Interest Absolute
	 	 	23	 
	SECTION 5.13. Termination or Release
	 	 	23	 
	SECTION 5.14. Additional Grantors
	 	 	24	 
	SECTION 5.15. Administrative Agent Appointed Attorney-in-Fact
	 	 	24	 






	 	 	 

	Schedules
	 	 
	 
	 	 
	Schedule I

	 	Grantors
	Schedule II

	 	Pledged Equity Interests; Pledged Debt Securities
	Schedule III

	 	Intellectual Property
	Schedule IV

	 	Commercial Tort Claims
	 
	 	 
	Exhibits
	 	 
	 
	 	 
	Exhibit I

	 	Form of Supplement
	Exhibit II

	 	Form of Copyright Security Agreement
	Exhibit III

	 	Form of Patent Security Agreement
	Exhibit IV

	 	Form of Trademark Security Agreement






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          COLLATERAL AGREEMENT dated as of July 20, 2011 (this “Agreement”), among STERLING
PARENT INC., a Delaware corporation (“Holdings”), SRA INTERNATIONAL, INC., a Delaware
corporation (the “Borrower”), the other GRANTORS from time to time party hereto and
CITIBANK, N.A., as Administrative Agent.




          Reference is made to the Credit Agreement dated as of July 20, 2011 (as amended, restated,
amended and restated, supplemented, extended, refinanced or otherwise modified from time to time,
the “Credit Agreement”), among Holdings, Sterling Merger Inc., a Delaware corporation (the
rights and obligations of which have been assumed by the Borrower), the Lenders party thereto and
Citibank, N.A., as Administrative Agent. The Lenders and the Issuing Banks have agreed to extend
credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The
obligations of the Lenders and the Issuing Banks to extend such credit are conditioned upon, among
other things, the execution and delivery of this Agreement. The Grantors (other than the Borrower)
are Affiliates of the Borrower, will derive substantial benefits from the extension of credit to
the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement
in order to induce the Lenders and the Issuing Banks to extend such credit. Accordingly, the
parties hereto agree as follows:




ARTICLE I




Definitions



          SECTION 1.01. Defined Terms.




          (a) Each capitalized term used but not defined herein shall have the meaning assigned thereto
in the Credit Agreement; provided that each term defined in the New York UCC (as defined
herein) and not defined in this Agreement shall have the meaning specified in the New York UCC.
The term “instrument” shall have the meaning specified in Article 9 of the New York UCC.




          (b) The rules of construction specified in Section 1.03 and 1.04 of the Credit Agreement also
apply to this Agreement, mutatis mutandis.




          SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:




          “Account Debtor” means any Person that is or may become obligated to any Grantor
under, with respect to or on account of an Account.




          “Agreement” has the meaning assigned to such term in the preamble to this Agreement.




          “Article 9 Collateral” has the meaning assigned to such term in Section 3.01.




          “Borrower” has the meaning assigned to such term in the introductory paragraph to this
Agreement.




          “Commercial Tort Claim” means any Commercial Tort Claim (as defined in the UCC) that
is commenced by a Grantor in the courts of the United States of America, any state or territory






 









 







thereof or any political subdivision of any such state or territory, other than any Commercial
Tort Claim (as defined in the UCC) in which a Grantor seeks damages arising out of torts committed
against it that would reasonably be expected to result in a damage award to it of less than
$2,000,000 individually (an “Excluded Commercial Tort Claim”) or $7,500,000 collectively
with all other Excluded Commercial Tort Claims.




          “Collateral” means Article 9 Collateral and Pledged Collateral.




          “Copyright License” means, with respect to any Grantor, any United States written
license agreement of such Grantor, now or hereafter in effect, with any Person who is not an
Affiliate granting a license to such Grantor’s Copyrights or such other Person’s copyrights, and
all rights of such Grantor under any such agreement.




          “Copyright Security Agreement” means the Copyright Security Agreement substantially in
the form of Exhibit II.




          “Copyrights” means, with respect to any Grantor, all of the following now owned or
hereafter acquired by such Grantor: (a) all copyright rights in any work arising under the
copyright laws of the United States, whether as author, assignee or transferee, and (b) all
registrations and applications for registration of any such copyright in the United States,
including registrations, supplemental registrations and pending applications for registration in
the United States Copyright Office, including, in the case of any Grantor, the registered
Copyrights set forth next to its name on Schedule III hereto.




          “Credit Agreement” has the meaning assigned to such term in the introductory paragraph
of this Agreement.




          “Federal Securities Laws” has the meaning assigned to such term in Section 4.04.




          “Grantors” means (a) the Borrower, (b) Holdings, (c) each other Subsidiary identified
on Schedule I hereto and (d) each Intermediate Parent or Subsidiary that becomes a party to this
Agreement as a Grantor after the Effective Date.




          “Intellectual Property” means, with respect to any Grantor, all intellectual property
of every kind and nature now owned or hereafter acquired by such Grantor, including inventions,
designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, domain names, know-how, and all
additions and improvements to any of the foregoing, in each case, owned by such Grantor.




          “License” means any Patent License, Trademark License, Copyright License or other
license or sublicense agreement to which any Grantor is a party, including those exclusive
Copyright Licenses under which any Grantor is a licensee listed on Schedule III hereto.




          “Loan Document Obligations” means (a) the due and punctual payment by the Borrower of
(i) the principal of and interest at the applicable rate or rates provided in the Credit Agreement
(including interest accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the
Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit
Agreement




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in respect of any Letter of Credit, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and
(iii) all other monetary obligations of the Borrower under or pursuant to the Credit Agreement and
each of the other Loan Documents, including obligations to pay fees, expense reimbursement
obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
such proceeding), (b) the due and punctual payment and performance of all other obligations of the
Borrower under or pursuant to each of the Loan Documents and (c) the due and punctual payment and
performance of all the obligations of each other Loan Party under or pursuant to this Agreement and
each of the other Loan Documents (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed
or allowable in such proceeding).




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




          “Patent License” means with respect to any Grantor any United States written license
agreement of such Grantor, now or hereafter in effect, with any Person who is not an Affiliate
granting a license to such Grantor’s Patents or such other Person’s patents, and all rights of such
Grantor under any such agreement.




          “Patent Security Agreement” means the Patent Security Agreement substantially in the
form of Exhibit III hereto.




          “Patents” means, with respect to any Grantor, all of the following now owned or
hereafter acquired by such Grantor: (a) all letters patent of the United States and all
registrations thereof and all applications for letters patent of the United States, including
registrations and pending applications in the United States Patent and Trademark Office, including
those listed on Schedule III hereto, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed
therein, in each case, in the United States.




          “Perfection Certificate” means the Perfection Certificate dated the Effective Date
delivered to the Administrative Agent pursuant to Section 4.01(f) of the Credit Agreement.




          “Pledged Collateral” has the meaning assigned to such term in Section 2.01.




          “Pledged Debt Securities” has the meaning assigned to such term in Section 2.01.




          “Pledged Equity Interests” has the meaning assigned to such term in Section 2.01.




          “Pledged Securities” means any promissory notes, instruments, stock certificates, unit
certificates, limited or unlimited liability membership certificates now or hereafter included in
the Pledged Collateral representing or evidencing any Pledged Collateral.




          “Secured Cash Management Obligations” means the due and punctual payment and
performance of all obligations of Holdings, any Intermediate Parent, the Borrower and the
Restricted Subsidiaries in respect of any overdraft and related liabilities arising from treasury,
depository and cash management services or any automated clearing house transfers of funds provided
to Holdings,






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any Intermediate Parent, the Borrower or any Restricted Subsidiary (whether absolute or
contingent and howsoever and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefor)) (including any
commercial (or purchasing) card programs) that are (a) owed to the Administrative Agent or any of
its Affiliates, (b) owed on the Effective Date to a Person that is a Lender or an Affiliate of a
Lender as of the Effective Date, (c) owed to a Person that is a Lender or an Affiliate of a Lender
at the time such obligations are incurred or (d) owed to any other Person, provided that
such other Person has provided notice to the Administrative Agent of such Secured Cash Management
Obligations, and provided further that the obligations owed to any such other
Person arose in respect of services provided by such Person in a jurisdiction where none of the
Administrative Agent, the Revolving Lenders or any of their Affiliates, at the time such
obligations arose, offered to provide such services.




          “Secured Obligations” means (a) the Loan Document Obligations, (b) the Secured Cash
Management Obligations and (c) the Secured Swap Obligations.




          “Secured Parties” means (a) each Lender, (b) each Issuing Bank, (c) the Administrative
Agent, (d) each Joint Bookrunner, (e) each Person to whom any Secured Cash Management Obligations
are owed, (f) each counterparty to any Swap Agreement the obligations under which constitute
Secured Swap Obligations, (g) the beneficiaries of each indemnification obligation undertaken by
any Loan Party under any Loan Document and (h) the permitted successors and assigns of each of the
foregoing.




          “Secured Swap Obligations” means the due and punctual payment and performance of all
obligations of Holdings, any Intermediate Parent, the Borrower and the Restricted Subsidiaries
under each Swap Agreement that (a) is with a counterparty that is the Administrative Agent or any
of its Affiliates, (b) is in effect on the Effective Date with a counterparty that is a Lender or
an Affiliate of a Lender as of the Effective Date or (c) is entered into after the Effective Date
with any counterparty that is a Lender or an Affiliate of a Lender at the time such Swap Agreement
is entered into.




          “Security Interest” has the meaning assigned to such term in Section 3.01(a).




          “Supplement” means an instrument substantially in the form of Exhibit I hereto, or any
other form approved by the Administrative Agent, and in each case reasonably satisfactory to the
Administrative Agent.




          “Trademark License” means with respect to any Grantor any United States written
license agreement, now or hereafter in effect, with any Person who is not an Affiliate granting a
license to such Grantor’s Trademarks or such other Person’s trademarks, and all rights of such
Grantor under any such agreement.




          “Trademark Security Agreement” means the trademark security agreement substantially in
the form of Exhibit IV hereto.




          “Trademarks” means, with respect to any Grantor, all of the following now owned or
hereafter acquired by such Grantor: (a) all trademarks, service marks, trade names, corporate
names, company names, business names, trade dress, logos, other source or business identifiers, now
owned or hereafter acquired by such Grantor, and all registration and applications filed in
connection therewith in the United States Patent and Trademark Office (other than intent-to-use
trademark or service






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mark applications filed in the United States Trademark Office or any United States trademark
office), and all extensions or renewals thereof, including, in the case of any Grantor, any of the
foregoing set forth next to its name on Schedule III hereto, and (b) all goodwill associated
therewith or symbolized thereby.




          “UCC” shall mean the New York UCC; provided, however, that, at any time, if by reason
of mandatory provisions of law, any or all of the perfection or priority of the Administrative
Agent’s and the Secured Parties’ security interest in any item or portion of the Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New
York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such
other jurisdiction for purposes of the provisions hereof relating to such perfection or priority
and for purposes of definitions relating to such provisions.




ARTICLE II




Pledge of Securities



          SECTION 2.01. Pledge. As security for the payment or performance, as the case may be,
in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Administrative
Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby
grants to the Administrative Agent, its successors and permitted assigns, for the benefit of the
Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and
under (a)(i) the Equity Interests of any Subsidiary owned by such Grantor, including those listed
opposite the name of such Grantor on Schedule II hereto, (ii) any other Equity Interests of any
Subsidiary obtained in the future by such Grantor and (iii) the certificates or other instruments
representing all such Equity Interests (if any) together with undated stock powers or other
instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged
Equity Interests”); (b)(i) the debt securities and Instruments owned by such Grantor, including
those listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities and
Instruments in the future issued to or otherwise acquired by such Grantor, and (iii) the promissory
notes and any other instruments evidencing all such debt securities (collectively, the “Pledged
Debt Securities”); (c) subject to Section 2.05, all payments of principal or interest,
dividends, cash, instruments and other property from time to time received, receivable or otherwise
distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds
received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to
Section 2.05, all rights and privileges of such Grantor with respect to the securities and other
property referred to in clauses (a), (b), and (c) above; and (e) all Proceeds of any of the
foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through
(e) above (the items referred to in clauses (a) through (e) above being collectively referred to as
the “Pledged Collateral”); provided that none of “Pledged Collateral,” “Pledged
Equity Interests”, “Pledged Debt Securities” or any term defined by reference thereto shall
include, and this Agreement shall not constitute the assignment or pledge of, or a grant of a
security interest in, any Excluded Asset.




          SECTION 2.02. Delivery of the Pledged Collateral.




          (a) Each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any
and all Pledged Securities (i) on the date hereof, in the case of any such Pledged Securities owned
by such Grantor on the date hereof, and (ii) promptly (and in any event within 30 days after
receipt by such Grantor or such longer period agreed to by the Administrative Agent in its
reasonable






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discretion) after the acquisition thereof, in the case of any such Pledged Securities acquired
by such Grantor after the date hereof; provided that the Grantor shall have no obligation
to deliver Pledged Debt Securities in an outstanding principal amount of less than $2,000,000.




          (b) Upon delivery to the Administrative Agent, (i) any certificate or promissory note
representing Pledged Securities shall be accompanied by undated stock or note powers, as
applicable, duly executed in blank or other undated instruments of transfer duly executed in blank
and reasonably satisfactory to the Administrative Agent and by such other instruments and documents
as the Administrative Agent may reasonably request and (ii) all other property comprising part of
the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly
executed in blank by the applicable Grantor and such other instruments and documents as the
Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be
accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed
attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided
that failure to provide any such schedule hereto shall not affect the validity of such pledge of
such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so
delivered.




          SECTION 2.03. Representations, Warranties and Covenants. The Grantors jointly and
severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of
the Secured Parties, that:





     (a) as of the Effective Date, Schedule II hereto sets forth a true and complete list,
with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in the
Borrower, any Intermediate Parent or any Subsidiary (other than any Effective Date
Unrestricted Subsidiary) and the percentage of the issued and outstanding units of each
class of the Equity Interests of the issuer thereof represented by the Pledged Equity
Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such
Grantor;




     (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and
validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity
Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities,
are legal, valid and binding obligations of the issuers thereof, except to the extent that
enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and
other similar laws affecting creditor’s rights generally; provided that the
foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a
Person other than Holdings, any Intermediate Parent, the Borrower or any Subsidiary, are
made to the knowledge of the Grantors;




     (c) except for the security interests granted hereunder and under any other Loan
Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with
the Credit Agreement, will continue to be the direct owner, beneficially and of record, of
the Pledged Securities indicated on Schedule II hereto as owned by such Grantor, (ii) holds
the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of
the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or
transfer of, or create or permit to exist any security interest in or other Lien on, the
Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit
Agreement and transfers made in compliance with the Credit Agreement, and (iv) will use
commercially reasonable efforts to defend its title or interest thereto or therein against
any and all Liens (other than the



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Liens created by this Agreement and the other Loan Documents and Liens permitted
pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons
whomsoever;




     (d) except for restrictions and limitations imposed by the Loan Documents or securities
laws generally, the Pledged Equity Interests are and will continue to be freely transferable
and assignable;




     (e) each of the Grantors has the power and authority to pledge the Pledged Collateral
pledged by it hereunder in the manner hereby done or contemplated;




     (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any
Pledged Securities are delivered to the Administrative Agent in accordance with this
Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and
security interest in such Pledged Securities, free of any adverse claims, under the New York
UCC to the extent such lien and security interest may be created and perfected under the New
York UCC, as security for the payment and performance of the Secured Obligations; and




     (g) subject to the terms of this Agreement and to the extent permitted by applicable
law, each Grantor hereby agrees that upon the occurrence and during the continuance of an
Event of Default, it will comply with instructions of the Administrative Agent with respect
to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are
not certificated without further consent by the applicable owner or holder of such Equity
Interests.



          SECTION 2.04. Registration in Nominee Name; Denominations. If an Event of Default
shall have occurred and is continuing and the Administrative Agent shall have notified the Grantors
of its intent to exercise such rights, the Administrative Agent, on behalf of the Secured Parties,
shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the
name of the applicable Grantor, endorsed or assigned in blank or in favor of the Administrative
Agent or in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent), and
each Grantor will promptly give to the Administrative Agent copies of any notices or other
communications received by it with respect to Pledged Securities registered in the name of such
Grantor. Upon the occurrence and during the continuance of an Event of Default, the Administrative
Agent shall at all times have the right to exchange the certificates representing Pledged
Securities for certificates of smaller or larger denominations for any reasonable purpose
consistent with this Agreement.




          SECTION 2.05. Voting Rights; Dividends and Interest. (a) Unless and until an Event of
Default shall have occurred and is continuing and the Administrative Agent shall have notified the
Grantors that their rights under this Section 2.05 are being suspended:





     (i) each Grantor shall be entitled to exercise any and all voting and/or other
consensual rights and powers inuring to an owner of Pledged Securities or any part thereof
for any purpose consistent with the terms of this Agreement, the Credit Agreement and the
other Loan Documents;




     (ii) the Administrative Agent shall promptly execute and deliver to each Grantor, or
cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney
and other instruments as such Grantor may reasonably request for the purpose of




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enabling such Grantor to exercise the voting and/or consensual rights and powers it is
entitled to exercise pursuant to paragraph (a)(i) of this Section;




     (iii) each Grantor shall be entitled to receive and retain any and all dividends,
interest, principal and other distributions paid on or distributed in respect of the Pledged
Securities to the extent and only to the extent that such dividends, interest, principal and
other distributions are permitted by, and are otherwise paid or distributed in accordance
with, the terms and conditions of the Credit Agreement, the other Loan Documents and
applicable laws; provided that any noncash dividends, interest, principal or other
distributions that would constitute Pledged Equity Interests or Pledged Debt Securities,
whether resulting from a subdivision, combination or reclassification of the outstanding
Equity Interests in the issuer of any Pledged Securities or received in exchange for Pledged
Securities or any part thereof, or in redemption thereof, or as a result of any merger,
consolidation, acquisition or other exchange of assets to which such issuer may be a party
or otherwise, shall be and become part of the Pledged Collateral and, if received by any
Grantor, shall be held in trust for the benefit of the Administrative Agent and the other
Secured Parties and shall be forthwith delivered to the Administrative Agent in the same
form as so received (with any necessary endorsements, stock or note powers and other
instruments of transfer reasonably requested by the Administrative Agent).



          (b) Upon the occurrence and during the continuance of an Event of Default, after the
Administrative Agent shall have notified the Grantors of the suspension of their rights under
paragraph (a)(iii) of this Section 2.05, all rights of any Grantor to dividends, interest,
principal or other distributions that such Grantor is authorized to receive pursuant to paragraph
(a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the
Administrative Agent, which shall have the sole and exclusive right and authority to receive and
retain such dividends, interest, principal or other distributions. All dividends, interest,
principal or other distributions received by any Grantor contrary to the provisions of this Section
2.05 shall be held in trust for the benefit of the Administrative Agent and the other Secured
Parties shall be segregated from other property or funds of such Grantor and shall be forthwith
delivered to the Administrative Agent upon demand in the same form as so received (with any
necessary endorsements, stock or note powers and other instruments of transfer reasonably requested
by the Administrative Agent). Any and all money and other property paid over to or received by the
Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the
Administrative Agent in an account to be established by the Administrative Agent upon receipt of
such money or other property and shall be applied in accordance with the provisions of Section
4.02. After all Events of Default have been cured or waived and the Borrower has delivered to the
Administrative Agent a certificate of a Responsible Officer of the Borrower to that effect, the
Administrative Agent shall promptly repay to each Grantor (without interest) all dividends,
interest, principal or other distributions that such Grantor would otherwise be permitted to retain
pursuant to the terms of paragraph (a)(iii) of this Section 2.05 and that remain in such account
and the right of the Grantors to receive and retain any and all dividends, interest principal and
other distributions paid on or distributed in respect of the Pledged Securities pursuant to
paragraph (a)(iii) of this Section 2.05 shall be reinstated.




          (c) Upon the occurrence and during the continuance of an Event of Default, after the
Administrative Agent shall have notified the Grantors of the suspension of their rights under
paragraph (a)(i) of this Section 2.05, all rights of any Grantor to exercise the voting and
consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 2.05, and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 2.05, shall cease,
and all such





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rights shall thereupon become vested in the Administrative Agent, which shall have the
sole and exclusive right and authority to exercise such voting and consensual rights and powers;
provided that, unless otherwise directed by the Required Lenders, the Administrative Agent
shall have the right from time to time following and during the continuance of an Event of Default
to permit the Grantors to exercise such rights. After all Events of Default have been cured or
waived and the Borrower has delivered to the Administrative Agent a certificate of a Responsible
Officer of the Borrower to that effect, all rights vested in the Administrative Agent pursuant to
this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the
voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to
paragraph (a)(i) of this Section 2.05, and the obligations of the Administrative Agent under
paragraph (a)(ii) of this Section 2.05 shall be reinstated.




          (d) Any notice given by the Administrative Agent to the Grantors suspending their rights under
paragraph (a) of this Section 2.05 (i) may be given by telephone if promptly confirmed in writing,
(ii) may be given with respect to one or more of the Grantors at the same or different times and
(iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part
without suspending all such rights (as specified by the Administrative Agent in its sole and
absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights
to give additional notices from time to time suspending other rights so long as an Event of Default
has occurred and is continuing.




ARTICLE III




Security Interests in Personal Property



          SECTION 3.01. Security Interest.




          (a) As security for the payment or performance, as the case may be, in full of the Secured
Obligations, each Grantor hereby grants to the Administrative Agent, its successors and assigns,
for the benefit of the Secured Parties, a security interest (the “Security Interest”) in
all of such Grantor’s right, title and interest in, to and under any and all of the following
assets now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has
or at any time in the future may acquire any right, title or interest (collectively, the
“Article 9 Collateral”):




     (i) all Accounts;




     (ii) all Chattel Paper;




     (iii) all Documents;




     (iv) all Equipment;




     (v) all General Intangibles, including all Intellectual Property;




     (vi) all Instruments;




     (vii) all Inventory;




     (viii) all other Goods;



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     (ix) all Investment Property;




     (x) all Letter-of-Credit Rights;




     (xi) all Commercial Tort Claims specifically described on Schedule IV hereto, as such
schedule may be supplemented from time to time pursuant to Section 3.04;




     (xii) all books and records pertaining to the Article 9 Collateral; and




     (xiii) to the extent not otherwise included, all Proceeds and products of any and all
of the foregoing and all Supporting Obligations, collateral security and guarantees given by
any Person with respect to any of the foregoing;


provided that none of “Article 9 Collateral”, any other term defined in the preceding
paragraph or any term defined by reference to the UCC shall include, and in no event shall the
Security Interest attach to, any Excluded Asset; provided further that Proceeds,
substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso
unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.




          (b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the
Secured Parties at any time and from time to time to file in any relevant jurisdiction any
financing statements (including fixture filings) with respect to the Article 9 Collateral or any
part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner
that the Administrative Agent reasonably determines is necessary or advisable to ensure the
perfection of the security interest in the Article 9 Collateral granted under this Agreement,
including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and
(ii) contain the information required by Article 9 of the UCC or the analogous legislation of each
applicable jurisdiction for the filing of any financing statement or amendment, including (A)
whether such Grantor is an organization, the type of organization and any organizational
identification number issued to such Grantor and (B) in the case of a financing statement filed as
a fixture filing, a sufficient description of the real property to which such Article 9 Collateral
relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon
request.




          Each Grantor also ratifies its authorization for the Administrative Agent to file in any
relevant jurisdiction any initial financing statements or amendments thereto with respect to the
Article 9 Collateral or any part thereof naming any Grantor as debtor or the Grantors as debtors
and the Administrative Agent as secured party, if filed prior to the date hereof.




          The Administrative Agent is further authorized to file with the United States Patent and
Trademark Office or United States Copyright Office (or any successor office) such documents as may
be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing,
enforcing or protecting the Security Interest in Article 9 Collateral consisting of Patents,
Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors
and the Administrative Agent as secured party.




          (c) The Security Interest and the security interest granted pursuant to Article II are granted
as security only and shall not subject the Administrative Agent or any other Secured Party






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to, or in any way alter or modify, any obligation or liability of any Grantor with respect to
or arising out of the Collateral.




          SECTION 3.02. Representations and Warranties. The Grantors jointly and severally
represent and warrant to the Administrative Agent, for the benefit of the Secured Parties, that:




          (a) Each Grantor has good and valid rights in and title to the Article 9 Collateral with
respect to which it has purported to grant a Security Interest hereunder, except for minor defects
in title that do not interfere with its ability to conduct its business as currently conducted or
as proposed to be conducted or to utilize such properties for their intended purposes, in each case
except where the failure to do so could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, and has full power and authority to grant to the
Administrative Agent, for the benefit of the Secured Parties, the Security Interest in such Article
9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with
the terms of this Agreement, without the consent or approval of any other Person other than any
consent or approval that has been obtained and except to the extent that failure to obtain or make
such consent or approval, as the case may be, individually or in aggregate, could not reasonably be
expected to have a Material Adverse Effect.




          (b) The Perfection Certificate has been duly prepared, completed and executed and the
information set forth therein, including the exact legal name and jurisdiction of organization of
each Grantor, is correct and complete in all material respects as of the Effective Date. The
Uniform Commercial Code financing statements or other appropriate filings, recordings or
registrations prepared by the Administrative Agent based upon the information provided to the
Administrative Agent in the Perfection Certificate for filing in each governmental, municipal or
other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the
Borrower to the Administrative Agent after the Effective Date in the case of filings, recordings or
registrations required by Section 5.03, 5.11 or 5.12 of the Credit Agreement), are all the filings,
recordings and registrations (other than filings required to be made in the United States Patent
and Trademark Office and the United States Copyright Office in order to perfect the Security
Interest in Article 9 Collateral consisting of United States Patents, Trademarks and Copyrights)
that are necessary to establish a legal, valid and perfected security interest in favor of the
Administrative Agent, for the benefit of the Secured Parties, in respect of all Article 9
Collateral in which the Security Interest may be perfected by such filing, recording or
registration in the United States, and no further or subsequent filing, refiling, recording,
rerecording, registration or reregistration is necessary, except as provided under applicable law
with respect to the filing of continuation statements (other than such actions as are necessary to
perfect the Security Interest with respect to any Article 9 Collateral consisting of registered or
applied for Patents, Trademarks and Copyrights acquired or developed by a Grantor after the date
hereof). The Grantors represent and warrant that a fully executed Patent Security Agreement,
Trademark Security Agreement and Copyright Security Agreement, in each case containing a
description of the Article 9 Collateral consisting of United States registered Patents, United
States registered Trademarks and United States registered Copyrights (and applications for United
States registered Patents and United States registered Trademarks), as applicable, and executed by
each Grantor owning any such Article 9 Collateral, have been delivered to the Administrative Agent
for recording with the United States Patent and Trademark Office or the United States Copyright
Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations
thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other
necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected
security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in
respect of all Article 9 Collateral consisting of Patents, Trademarks and Copyrights in






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which a
security interest may be perfected by such filing, recording or registration in the United States,
and no further or subsequent filing, refiling, recording, rerecording, registration or
reregistration is necessary (other than such actions as are necessary to perfect the Security
Interest with respect to any Article 9 Collateral consisting of registered or applied for Patents,
Trademarks and Copyrights acquired or developed by a Grantor after the date hereof).




          (c) The Security Interest constitutes (i) a legal and valid security interest in all the
Article 9 Collateral securing the payment and performance of the Secured Obligations, (ii) a
perfected security interest in all Article 9 Collateral in which a security interest may be
perfected by the filings described in paragraph (b) of this Section 3.02. The Security Interest is
and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens permitted
pursuant to Section 6.02 of the Credit Agreement.




          (d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for
Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement. None of the Grantors
has filed or consented to the filing of (i) any financing statement or analogous document under the
Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral or (ii) any
assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or
similar instrument covering any Article 9 Collateral with the United States Patent and Trademark
Office or the United States Copyright Office, except, in each case, for Liens expressly permitted
pursuant to Section 6.02 of the Credit Agreement.




          SECTION 3.03. Covenants.




          (a) Each Grantor shall, at its own expense, take any and all commercially reasonable actions
to defend the Security Interest of the Administrative Agent in the Article 9 Collateral and the
priority thereof against any Lien not permitted pursuant to Section 6.02 of the Credit Agreement.




          (b) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be
duly filed all such further instruments and documents and take all such actions as the
Administrative Agent may from time to time reasonably request to 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 delivery of this Agreement, the granting of the
Security Interest and the filing of any financing statements (including fixture filings) or other
documents in connection herewith or therewith. Without limiting the generality of the foregoing,
each Grantor hereby authorizes the Administrative Agent, with prompt written notice thereof to the
Grantors, to supplement this Agreement by supplementing Schedule III hereto or adding additional
schedules hereto to identify specifically any asset or item that may constitute an application or
registration for any Copyright, Patent or Trademark; provided that any Grantor shall have
the right, exercisable within 30 days (or such longer period as shall be agreed by the Borrower and
the Administrative Agent) after it has been notified in writing by the Administrative Agent of the
specific identification of such Collateral, to advise the Administrative Agent in writing of any
inaccuracy (i) with respect to such supplement or additional schedule or (ii) of the
representations and warranties made by such Grantor hereunder with respect to such Collateral.
Each Grantor agrees that, at the reasonable request of the Administrative Agent, it will use
commercially reasonable efforts to take such action as shall be reasonably necessary in order that
all representations and warranties hereunder shall be true and correct with respect to such
Collateral within 60 days (or such longer period as shall be agreed by the Borrower and
the






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Administrative Agent) after the date it has been notified in writing by the Administrative Agent of
the specific identification of such Collateral.




          (c) At its option, the Administrative Agent may discharge past due taxes, assessments,
charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the
Article 9 Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may
pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor
fails to do so as required by the Credit Agreement, this Agreement or any other Loan Document and
within a reasonable period of time after the Administrative Agent has requested that it do so, and
each Grantor jointly and severally agrees to reimburse the Administrative Agent, within 10 Business
Days after demand, for any reasonable payment made or any reasonable expense incurred by the
Administrative Agent pursuant to the foregoing authorization; provided that nothing in this
paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any
obligation on the Administrative Agent or any Secured Party to cure or perform, any covenants or
other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security
interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.




          (d) Each Grantor shall remain liable, as between such Grantor and the relevant counterparty
under each contract, agreement or instrument relating to the Article 9 Collateral, to observe and
perform all the conditions and obligations to be observed and performed by it under such contract,
agreement or instrument, all in accordance with the terms and conditions thereof, and each Grantor
jointly and severally agrees to indemnify and hold harmless the Administrative Agent and the other
Secured Parties from and against any and all liability for such performance.




          (e) It is understood that no Grantor shall be required by this Agreement to perfect the
security interests created hereunder by any means other than (i) filings pursuant to the Uniform
Commercial Code, (ii) filings with the United States Patent and Trademark Office or United States
Copyright Office (or any successor office) in respect of registered Intellectual Property
(provided that, with respect to Licenses, such filings shall be limited to exclusive
Copyright Licenses under which such Grantor is a licensee), (iii) in the case of Collateral that
constitutes Pledged Securities, Instruments, or Certificated Securities, delivery thereof to the
Administrative Agent in accordance with the terms hereof (together with, where applicable, undated
stock or note powers or other undated proper instruments of assignment) and (iv) other actions to
the extent required by Section 3.04 hereunder. No Grantor shall be required to (i) complete any
filings or other action with respect to the perfection of the security interests created hereby in
any jurisdiction outside of the United States (it being understood that unless otherwise agreed to
by the Borrower there shall not be required to be any Security Documents governed under the laws of
any jurisdiction outside of the United States), (ii) deliver control agreements with respect to, or
confer perfection by “control” over, any Deposit Accounts, Securities Accounts, Letter-of-Credit
Rights or other assets requiring perfection by control (other than Pledged Securities, Instruments
and Certificated Securities as provided herein) or (iii) perfect cash by possession.




          (f) Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all
officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and
lawful agent (and attorney-in-fact) for the purpose of making, settling and adjusting claims in
respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on
any check, draft, instrument or other item of payment for the proceeds of such policies of
insurance and for making all determinations and decisions with respect thereto; provided
that the






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Administrative Agent agrees not to exercise any rights as agent except following the occurrence and
during the continuance of an Event of Default after providing notice to the Borrower of its intent
to exercise such rights. In the event that any Grantor at any time or times shall fail to obtain
or maintain any of the policies of insurance required hereby or to pay any premium in whole or part
relating thereto, the Administrative Agent may, without waiving or releasing any obligation or
liability of the Grantors hereunder or any Default or Event of Default, in its sole discretion,
obtain and maintain such policies of insurance and pay such premium and take any other actions with
respect thereto as the Administrative Agent reasonably deems advisable. All sums disbursed by the
Administrative Agent in connection with this paragraph, including reasonable out-of-pocket
attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within
10 Business Days of demand, by the Grantors to the Administrative Agent and shall be additional
Secured Obligations secured hereby.




          SECTION 3.04. Commercial Tort Claims. If any Grantor shall at any time hold or
acquire a Commercial Tort Claim, such Grantor shall promptly notify the Administrative Agent
thereof in a writing signed by such Grantor, including a summary description of such claim, and
Schedule IV hereto shall be deemed to be supplemented to include such description of such
Commercial Tort Claim as set forth in such writing.




          SECTION 3.05. Covenants Regarding Patent, Trademark and Copyright Collateral.




          (a) Except as permitted by the Credit Agreement or to the extent failure so to act could not
reasonably be expected to have a Material Adverse Effect of the type referred to in clause (a) or
(b) of the definition of such term in the Credit Agreement, with respect to registration or pending
application of each item of its Intellectual Property for which such Grantor has standing to do so,
each Grantor agrees (i) to maintain the validity and enforceability of any registered Intellectual
Property (or applications therefor) and to maintain such registrations and applications of
Intellectual Property in full force and effect and (ii) to pursue the registration and maintenance
of each Patent, Trademark or Copyright registration or application, now or hereafter included in
the Intellectual Property of such Grantor, including 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.




          (b) Except as permitted by the Credit Agreement or as could not reasonably be expected to have
a Material Adverse Effect of the type referred to in clause (a) or (b) of the definition of such
term in the Credit Agreement, no Grantor shall do or permit any act or knowingly omit to do any act
whereby any of its Intellectual Property may lapse, be terminated, or become invalid or
unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive
value).




          (c) Except as permitted by the Credit Agreement or where failure to do so could not reasonably
be expected to have a Material Adverse Effect of the type referred to in clause (a) or (b) of the
definition of such term in the Credit Agreement, each Grantor shall take all steps to preserve and
protect each item of its Intellectual Property, including 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 all steps necessary to
ensure that all licensed






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users of any of the Trademarks abide by the applicable license’s terms with respect to the
standards of quality.




          (d) Each Grantor agrees that, should it obtain an ownership or other interest in any
Intellectual Property after the Effective Date, (i) the provisions of this Agreement shall
automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks,
the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the
terms and conditions of this Agreement.




          (e) Nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the
use or maintenance of, failing to pursue or otherwise allowing to lapse, terminate or put into the
public domain any of its Intellectual Property to the extent permitted by the Credit Agreement.




ARTICLE IV




Remedies



          SECTION 4.01. Remedies upon Default. Upon the occurrence and during the continuance
of an Event of Default, each Grantor agrees to deliver, on demand, each item of Collateral to the
Administrative Agent or any Person designated by the Administrative Agent, and it is agreed that
the Administrative Agent shall have the right to take any of or all the following actions at the
same or different times subject to the mandatory requirements of applicable law: (a) with respect
to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the Security
Interest to become an assignment, transfer and conveyance of any of or all such Article 9
Collateral by the applicable Grantors to the Administrative Agent, for the benefit of the Secured
Parties, or to license or sublicense, whether on an exclusive or nonexclusive basis, any such
Article 9 Collateral throughout the world on such terms and conditions and in such manner as the
Administrative Agent shall determine (in each case, other than in violation of any then-existing
rights or licensing arrangements to the extent that waivers cannot be obtained), and (b) with or
without legal process and with or without prior notice or demand for performance, to take
possession of the Article 9 Collateral and the Pledged Collateral and without liability for
trespass to enter any premises where the Article 9 Collateral or the Pledged Collateral may be
located for the purpose of taking possession of or removing the Article 9 Collateral and the
Pledged Collateral and, generally, to exercise any and all rights afforded to a secured party under
the Uniform Commercial Code or other applicable law. Without limiting the generality of the
foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject to the
mandatory requirements of applicable law, then-existing rights and licenses and the notice
requirements described below, to sell or otherwise dispose of all or any part of the Collateral at
a public or private sale or at any broker’s board or on any securities exchange, for cash, upon
credit or for future delivery as the Administrative Agent shall deem appropriate. The
Administrative Agent shall be authorized at any such sale of securities (if it deems it advisable
to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree
that they are purchasing the Collateral for their own account for investment and not with a view to
the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent
shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold
absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives
(to the extent permitted by law) all rights of redemption, stay and appraisal that such Grantor now
has or may at any time in the future have under any rule of law or statute now existing or
hereafter enacted.







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          The Administrative Agent shall give the applicable Grantors no less than 10 days’ written
notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the
New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to
make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and
place for such sale and, in the case of a sale at a broker’s board or on a securities exchange,
shall state the board or exchange at which such sale is to be made and the day on which the
Collateral or portion thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours and at such place or
places as the Administrative Agent may fix and state in the notice (if any) of such sale. Subject
to pre-existing rights and licenses, at any such sale, the Collateral, or portion thereof, to be
sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may
(in its commercially reasonable discretion) determine. The Administrative Agent shall not be
obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of such Collateral shall have been given. The Administrative Agent may,
without notice or publication, adjourn any public or private sale or cause the same to be adjourned
from time to time by announcement at the time and place fixed for sale, and such sale may, without
further notice, be made at the time and place to which the same was so adjourned. In case any sale
of all or any part of the Collateral is made on credit or for future delivery, the Collateral so
sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or
purchasers thereof, but the Administrative Agent and the other Secured Parties shall not incur any
liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral
so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At
any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any
Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of
redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also
hereby waived and released to the extent permitted by law), the Collateral or any part thereof
offered for sale and may make payment on account thereof by using any claim then due and payable to
such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party
may, upon compliance with the terms of sale, hold, retain and dispose of such property without
further accountability to any Grantor therefor. For purposes hereof, a written agreement to
purchase the Collateral or any portion thereof shall be treated as a sale thereof; the
Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor
shall be entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Administrative Agent shall have entered into such an
agreement all Events of Default shall have been remedied and the Secured Obligations paid in full.
As an alternative to exercising the power of sale herein conferred upon it, the Administrative
Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell
the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale
pursuant to the provisions of this Section 4.01 shall be deemed, to the extent permitted by
applicable law, to conform to the commercially reasonable standards as provided in Section 9-610(b)
of the New York UCC or its equivalent in other jurisdictions.




          SECTION 4.02. Application of Proceeds. The Administrative Agent shall apply the
proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as
follows:





     FIRST, to the payment of all costs and expenses incurred by the Administrative Agent in
connection with such collection or sale or otherwise in connection with this Agreement, any
other Loan Document or any of the Secured Obligations, including all court costs and the
fees



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and expenses of its agents and legal counsel, the repayment of all advances made by the
Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and
any other costs or expenses incurred in connection with the exercise of any right or remedy
hereunder or under any other Loan Document;




     SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be
distributed among the Secured Parties pro rata in accordance with the amounts of the Secured
Obligations owed to them on the date of any such distribution); and




     THIRD, to the Grantors, their successors or assigns, or as a court of competent
jurisdiction may otherwise direct.


The Administrative Agent shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the
Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Administrative Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the purchase money paid
over to the Administrative Agent or such officer or be answerable in any way for the misapplication
thereof. The Administrative Agent shall have no liability to any of the Secured Parties for
actions taken in reliance on information supplied to it as to the amounts of unpaid principal and
interest and other amounts outstanding with respect to the Secured Obligations.




          SECTION 4.03. Grant of License to Use Intellectual Property. For the purpose of
enabling the Administrative Agent to exercise rights and remedies under this Agreement, each
Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event
of Default, grant to the Administrative Agent an irrevocable, non-exclusive license (exercisable
without payment of royalty or other compensation to the Grantors) to use, license or sublicense any
of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such
Grantor, and wherever the same may be located, and including in such license reasonable access to
all media in which any of the licensed items may be recorded or stored and to all computer software
and programs used for the compilation or printout thereof to the extent that such non-exclusive
license (a) does not violate the express terms of any agreement between a Grantor and a third party
governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or
gives such third party any right of acceleration, modification or cancellation therein and (b) is
not prohibited by any Requirements of Law; provided that such licenses to be granted
hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with
respect to the goods and services on which such Trademarks are used sufficient to preserve the
validity of such Trademarks. The use of such license by the Administrative Agent may be exercised,
at the option of the Administrative Agent, during the continuation of an Event of Default;
provided further that any license, sublicense or other transaction entered into by
the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding
any subsequent cure of an Event of Default.




          SECTION 4.04. Securities Act. In view of the position of the Grantors in relation to
the Pledged Collateral, or because of other current or future circumstances, a question may arise
under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter
enacted analogous in purpose or effect (such Act and any such similar statute as from time to time
in effect being called the “Federal Securities Laws”) with respect to any disposition of
the Pledged Collateral






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permitted hereunder. Each Grantor understands that compliance with the Federal Securities
Laws might very strictly limit the course of conduct of the Administrative Agent if the
Administrative Agent were to attempt to dispose of all or any part of the Pledged Collateral, and
might also limit the extent to which or the manner in which any subsequent transferee of any
Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or
limitations affecting the Administrative Agent in any attempt to dispose of all or part of the
Pledged Collateral under applicable blue sky or other state securities laws or similar laws
analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and
limitations the Administrative Agent may, with respect to any sale of the Pledged Collateral, limit
the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for
their own account, for investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that in light of such restrictions and limitations, the
Administrative Agent, in its sole and absolute discretion, (a) may proceed to make such a sale
whether or not a registration statement for the purpose of registering such Pledged Collateral or
part thereof shall have been filed under the Federal Securities Laws to the extent the
Administrative Agent has determined that such a registration is not required by any Requirement of
Law and (b) may approach and negotiate with a limited number of potential purchasers (including a
single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any
such sale might result in prices and other terms less favorable to the seller than if such sale
were a public sale without such restrictions. In the event of any such sale, the Administrative
Agent and the other Secured Parties shall incur no responsibility or liability for selling all or
any part of the Pledged Collateral at a price that the Administrative Agent, in its sole and
absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the
possibility that a substantially higher price might have been realized if the sale were deferred
until after registration as aforesaid or if more than a limited number of purchasers (or a single
purchaser) were approached. The provisions of this Section 4.04 will apply notwithstanding the
existence of a public or private market upon which the quotations or sales prices may exceed
substantially the price at which the Administrative Agent sells.




ARTICLE V




Miscellaneous



          SECTION 5.01. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the
Credit Agreement. All communications and notices hereunder to any Grantor shall be given to it in
care of Borrower as provided in Section 9.01 of the Credit Agreement.




          SECTION 5.02. Waivers; Amendment.




          (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver
thereof nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative
Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section
5.02, and then such waiver or consent shall be effective only in the specific instance and for the
purpose for which






-18-









 







given. Without limiting the generality of the foregoing, the making of a Loan or issuance of
a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such
Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan
Party to any other or further notice or demand in similar or other circumstances.




          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the
Grantor or Grantors with respect to which such waiver, amendment or modification is to apply,
subject to any consent required in accordance with Section 9.02 of the Credit Agreement;
provided that the Administrative Agent may, without the consent of any Secured Party,
consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the
extent such departure is consistent with the authority of the Administrative Agent set forth in the
definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.




          SECTION 5.03. Administrative Agent’s Fees and Expenses; Indemnification.




          (a) Each Grantor, jointly with the other Grantors and severally, agrees to reimburse the
Administrative Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) of
the Credit Agreement; provided that each reference therein to the “Borrower” shall be
deemed to be a reference to “each Grantor.”




          (b) Without limitation of its indemnification obligations under the other Loan Documents, each
Grantor, jointly with the other Grantors and severally, agrees to indemnify the Administrative
Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees
and expenses of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by
any third party or by the Borrower, Holdings or any Subsidiary arising out of, in connection with,
or as a result of, the execution, delivery or performance of this Agreement or any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether brought by a third party or by the Borrower, Holdings or any Subsidiary and regardless of
whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, costs or
related expenses (x) resulted from the gross negligence, bad faith or willful misconduct of such
Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final
and non-appealable judgment), (y) resulted from a material breach of the Loan Documents by such
Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final
and non-appealable judgment) or (z) arise from disputes between or among Indemnitees that do not
involve an act or omission by Holdings, the Borrower or any Restricted Subsidiary.




          (c) To the fullest extent permitted by applicable law, no Grantor shall assert, and each
Grantor hereby waives, any claim against any Indemnitee (i) for any direct or actual damages
arising from the use by unintended recipients of information or other materials distributed to such
unintended recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems (including the Internet) in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such actual or direct
damages are determined by a court of competent jurisdiction in a final and non-appealable judgment
to have resulted from the gross






-19-









 







negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents by
such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a
final and non-appealable judgment) or (ii) on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any Loan Document or any agreement or
instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the
use of the proceeds thereof.




          (d) The provisions of this Section 5.03 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the consummation of the
transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the
invalidity or unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of any Secured Party. All amounts due under
this Section shall be payable not later than 10 Business Days after written demand therefor;
provided, however, any Indemnitee shall promptly refund an indemnification payment
received hereunder to the extent that there is a final judicial determination that such Indemnitee
was not entitled to indemnification with respect to such payment pursuant to this Section 5.03.
Any such amounts payable as provided hereunder shall be additional Secured Obligations.




          SECTION 5.04. Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or
the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit
of their respective successors and assigns.




          SECTION 5.05. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in this Agreement or any other Loan Document and in the
certificates or other instruments delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the Secured Parties and shall
survive the execution and delivery of the Loan Documents and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by or on behalf of any Secured Party
and notwithstanding that the Administrative Agent, any Issuing Bank, any Lender or any other
Secured Party may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended under the Credit Agreement or any other Loan Document,
and shall continue in full force and effect until such time as (a) all the Loan Document
Obligations (including LC Disbursements, if any, but excluding contingent obligations) have been
paid in full in cash, (b) all Commitments have terminated or expired and (c) the LC Exposure has
been reduced to zero (including as a result of obtaining the consent of the applicable Issuing Bank
as described in Section 9.05 of the Credit Agreement).




          SECTION 5.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original but all of which when taken together shall constitute a single
contract. Delivery of an executed signature page to this Agreement by facsimile or other
electronic transmission shall be effective as delivery of a manually signed counterpart of this
Agreement. This Agreement shall become effective as to any Grantor when a counterpart hereof
executed on behalf of such Grantor shall have been delivered to the Administrative Agent and a
counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter
shall be binding upon such Grantor and the Administrative Agent and their respective permitted
successors and assigns, and shall






-20-









 







inure to the benefit of such Grantor, the Administrative Agent and the other Secured Parties
and their respective successors and assigns, except that no Grantor shall have the right to assign
or transfer its rights or obligations hereunder or any interest herein (and any such assignment or
transfer shall be void) except as expressly provided in this Agreement or the Credit Agreement.
This Agreement shall be construed as a separate agreement with respect to each Grantor and may be
amended, modified, supplemented, waived or released with respect to any Grantor without the
approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.




          SECTION 5.07. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.




          SECTION 5.08. Right of Set-Off. If an Event of Default under the Credit Agreement
shall have occurred and be continuing, each Lender, the Issuing Banks and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final, in whatever currency) at any time held and other obligations (in whatever currency) at
any time owing by such Lender, such Issuing Bank or any such Affiliate to or for the credit or the
account of any Grantor against any of and all the obligations of such Grantor then due and owing
under this Agreement held by such Lender or such Issuing Bank, irrespective of whether or not such
Lender or such Issuing Bank shall have made any demand under this Agreement and although (i) such
obligations may be contingent or unmatured and (ii) such obligations are owed to a branch or office
of such Lender or such Issuing Bank different from the branch or office holding such deposit or
obligated on such Indebtedness. The applicable Lender and Issuing Bank shall notify the applicable
Grantor and the Administrative Agent of such setoff and application; provided that any
failure to give or any delay in giving such notice shall not affect the validity of any such setoff
and application under this Section 5.08. The rights of each Lender, each Issuing Bank and their
respective Affiliates under this Section 5.08 are in addition to other rights and remedies
(including other rights of set-off) that such Lender, such Issuing Bank and their respective
Affiliates may have.




          SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process; Appointment of
Service of Process Agent.




          (a) This Agreement shall be construed and enforced in accordance with and governed by the laws
of the State of New York.




          (b) Each party hereto hereby irrevocably and unconditionally:





     (i) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the general jurisdiction of the Supreme
Court of the State of New York for the County of New York (the “New York Supreme
Court”), and the United States District Court for the Southern District of New York (the
“Federal District Court,” and together with the New York Supreme Court, the “New
York Courts”), and appellate courts from either of them;



-21-









 






     (ii) consents that any such action or proceeding may be brought in such courts and
waives, to the maximum extent not prohibited by law, any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient forum and agrees not to plead or claim
the same;




     (iii) agrees that the New York Courts and appellate courts from either of them shall be
the exclusive forum for any legal action or proceeding relating to this Agreement and the
other Loan Documents to which it is a party, and that it shall not initiate (or collusively
assist in the initiation or prosecution of) any such action or proceeding in any court other
than the New York Courts and appellate courts from either of them; provided that




     (A) if all such New York Courts decline jurisdiction over any Person, or
decline (or in the case of the Federal District Court, lack) jurisdiction over the
subject matter of such action or proceeding, a legal action or proceeding may be
brought with respect thereto in another court having such jurisdiction;




     (B) in the event that a legal action or proceeding is brought against any party
hereto or involving any of its property or assets in another court (without any
collusive assistance by such party or any of its Subsidiaries or Affiliates), such
party shall be entitled to assert any claim or defense (including any claim or
defense that this Section 5.09(b)(iii) would otherwise require to be asserted in a
legal action or proceeding in a New York Court) in any such action or proceeding;




     (C) the Administrative Agent and the Lenders may bring any legal action or
proceeding against any Grantor in any jurisdiction in connection with the exercise
of any rights under this Agreement and the other Security Documents; provided that
any Grantor shall be entitled to assert any claim or defense (including any claim or
defense that this Section 5.09(b)(iii) would otherwise require to be asserted in a
legal action or proceeding in a New York Court) in any such action or proceeding;
and




     (D) any party hereto may bring any legal action or proceeding in any
jurisdiction for the recognition and enforcement of any judgment;




     (iv) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to the Borrower, the applicable Lender or the Administrative Agent,
as the case may be, in the manner provided for notices in Section 5.01 or at such other
address of which the Administrative Agent, any such Lender and the Borrower shall have been
notified pursuant thereto; and




     (v) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or (subject to the preceding clause (iii)) shall limit the
right to sue in any other jurisdiction.



          (c) Each Grantor hereby irrevocably designates, appoints and empowers the Borrower as its
designee, appointee and agent to receive, accept and acknowledge for and on its behalf,






-22-









 







and in respect of its property, service of any and all legal process, summons, notices and
documents that may be served in any such action or proceeding.




          SECTION 5.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 5.10.




          SECTION 5.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or to be taken into consideration in interpreting, this Agreement.




          SECTION 5.12. Security Interest Absolute. All rights of the Administrative Agent
hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and
all obligations of each Grantor hereunder shall be absolute and unconditional to the fullest extent
permitted by applicable law irrespective of (a) any lack of validity or enforceability of the
Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured
Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change
in the time, manner or place of payment of, or in any other term of, all or any of the Secured
Obligations, or any other amendment or waiver of or any consent to any departure from the Credit
Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release
or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or
consent under or departure from any guarantee securing or guaranteeing all or any of the Secured
Obligations or (d) any other circumstance that might otherwise constitute a defense available to,
or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.




          SECTION 5.13. Termination or Release.




          (a) This Agreement, the Security Interest and all other security interests granted hereby
shall terminate, and the Grantors shall automatically be released from their obligations, when (i)
all the Loan Document Obligations (including all LC Disbursements, if any, but excluding contingent
obligations) have been paid in full in cash, (ii) all Commitments have terminated or expired and
(iii) the LC Exposure has been reduced to zero (including as a result of obtaining the consent of
the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement).




          (b) The Security Interest and all other security interests granted hereby shall also terminate
and be released, and the Grantors shall automatically be released from their obligations, at the
time or times and in the manner set forth in Section 9.15 of the Credit Agreement.







-23-









 








          (c) In connection with any termination or release pursuant to paragraph (a) or (b) of this
Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s
expense, all documents that such Loan Party shall reasonably request to evidence such termination
or release so long as the applicable Loan Party shall have provided the Administrative Agent such
certifications or documents as the Administrative Agent shall reasonably request in order to
demonstrate compliance with this Section 5.13. Any execution and delivery of documents by the
Administrative Agent pursuant to this Section shall be without recourse to or warranty by the
Administrative Agent.




          SECTION 5.14. Additional Grantors. The Grantors shall cause each Intermediate Parent
and each Subsidiary of the Borrower which, from time to time, after the date hereof shall be
required to pledge any assets to the Administrative Agent for the benefit of the Secured Parties
pursuant to the Credit Agreement to (a) execute and deliver to the Administrative Agent a
Supplement and (ii) a Perfection Certificate, in each case, within thirty (30) days of the date on
which it was acquired, created or otherwise required to become a Grantor hereunder. Upon execution
and delivery by the Administrative Agent and an Intermediate Parent or a Subsidiary, as applicable,
of a Supplement, any such Intermediate Parent or Subsidiary shall become a Grantor hereunder with
the same force and effect as if originally named as such herein. The execution and delivery of any
such instrument shall not require the consent of any other Grantor hereunder. The rights and
obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the
addition of any Intermediate Parent or Subsidiary as a party to this Agreement.




          SECTION 5.15. Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby
appoints the Administrative Agent the attorney-in-fact of such Grantor for the purpose of carrying
out the provisions of this Agreement and taking any action and executing any instrument that the
Administrative Agent may deem necessary or advisable to accomplish the purposes hereof at any time
upon the occurrence and during the continuance of an Event of Default, which appointment is
irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the
Administrative Agent shall have the right, but only upon the occurrence and during the continuance
of an Event of Default and notice by the Administrative Agent to the Borrower of its intent to
exercise such rights, with full power of substitution either in the Administrative Agent’s name or
in the name of such Grantor (a) 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 part thereof; (b) to demand, collect, receive payment of, give receipt for and give
discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any
invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts
Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise
realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f)
to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all
or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to
make payment directly to the Administrative Agent; and (h) subject to pre-existing rights and
licenses, to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise
deal with all or any of the Collateral, and to do all other acts and things necessary to carry out
the purposes of this Agreement, as fully and completely as though the Administrative Agent were the
absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be
construed as requiring or obligating the Administrative Agent to make any commitment or to make any
inquiry as to the nature or sufficiency of any payment received by the Administrative Agent, or to
present or file any claim or notice, or to take any action with respect to the Collateral or any
part thereof or the moneys






-24-









 







due or to become due in respect thereof or any property covered thereby. The Administrative
Agent and the other Secured Parties shall be accountable only for amounts actually received as a
result of the exercise of the powers granted to them herein, and neither they nor their officers,
directors, employees or agents shall be responsible to any Grantor for any act or failure to act
hereunder, except for their own gross negligence or willful misconduct or that of any of their
Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.




[Signature Pages Follow]









-25-









 








          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.




	 	 	 	 	 
	 	STERLING PARENT INC.

 	 
	 	By:  	/s/ Christopher C. Ragona
 	 
	 	 	Name:  	Christopher C. Ragona 	 
	 	 	Title:  	Vice President, Secretary and Treasurer 	 
	 



	 	 	 	 	 
	 	SRA INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Richard J. Nadeau
 	 
	 	 	Name:  	Richard J. Nadeau 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 



	 	 	 	 	 
	 	SYSTEMS RESEARCH AND
APPLICATIONS CORPORATION





PLATINUM SOLUTIONS, INC.



PERRIN QUARLES ASSOCIATES, INC.



RABA TECHNOLOGIES, LLC



CMA GOVERNMENT SOLUTIONS, INC.



SENTECH HOLDINGS, INC.



SENTECH, INC.



INTERFACE AND CONTROL SYSTEMS, INC.



TOUCHSONE CONSULTING GROUP, INC.



CONSTELLA GROUP, LLC

 	 
	 	By:  	/s/ Richard J. Nadeau
 	 
	 	 	Name:  	Richard J. Nadeau 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 



SIGNATURE PAGE TO COLLATERAL AGREEMENT 




 









 








	 	 	 	 	 
	 	CITIBANK, N.A., 

as Administrative Agent

 	 
	 	By:  	/s/ Justin Tichauer
 	 
	 	 	Name:  	Justin Tichauer 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO COLLATERAL AGREEMENT 




 









 






Schedule I to the

Collateral Agreement




GRANTORS




	 	 	 
	Name	 	Jurisdiction of Formation
	STERLING PARENT INC.

	 	Delaware
	SRA INTERNATIONAL, INC.

	 	Delaware
	[Others to come]
	 	 











 









 








          Schedule II to the
Collateral Agreement




PLEDGED EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Number and	 	 	 	 
	 	 	 	 	 	 	Number of	 	 	Class of	 	 	Percentage	 
	Grantor	 	Issuer	 	 	Certificate	 	 	Equity Interests	 	 	of Equity Interests	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




PLEDGED DEBT SECURITIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 	 	 	 	 	 	 
	Grantor	 	Issuer	 	 	Amount	 	 	Date of Note	 	 	Maturity Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 










 









 








Schedule III to the

Collateral Agreement




INTELLECTUAL PROPERTY




U.S. COPYRIGHTS




Copyright Registrations




	 	 	 	 	 	 	 
	Grantor	 	Title	 	Reg. No.	 	Author
	 
	 	 	 	 	 	 





U.S. PATENTS




Patents




	 	 	 	 	 	 	 
	Grantor	 	Title	 	Patent Number	 	Issue Date
	 	 	 	 	 	 	 





Patent Applications




	 	 	 	 	 	 	 
	Grantor	 	Title	 	Serial Number	 	Filing Date
	 	 	 	 	 	 	 





U.S. TRADEMARKS




Trademark Registrations




	 	 	 	 	 	 	 
	Grantor	 	Mark	 	Reg. Date	 	Reg. No.
	 	 	 	 	 	 	 





Trademark Applications







	 	 	 	 	 	 	 
	Grantor	 	Mark	 	Appl. Date	 	Appl. No.
	 	 	 	 	 	 	 






 









 




EXCLUSIVE COPYRIGHT LICENSES




Exclusive Copyright Licenses with Grantors as Licensee on Date Hereof




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Licensee Name	 	 	 	Title of	 	 	 	 
	Licensor	 	and Address	 	Date of License	 	Copyright	 	Author	 	Reg. No.
	 	 	 	 	 	 	 	 	 	 	 





 









 






Schedule IV to the

Collateral Agreement




COMMERCIAL TORT CLAIMS









 









 








Exhibit I to the

Collateral Agreement




          SUPPLEMENT NO. __ dated as of ______, 20__ (this “Supplement”), to the Collateral
Agreement dated as of July 20, 2011 (the “Collateral Agreement”), among STERLING PARENT
INC., a Delaware corporation (“Holdings”), SRA INTERNATIONAL, INC. a Delaware corporation
(the “Borrower”), the other GRANTORS from time to time party thereto and CITIBANK, N.A., as
Administrative Agent (in such capacity, the “Administrative Agent”).




          A. Reference is made to (a) the Credit Agreement dated as of July 20, 2011 (as amended, ,
restated, amended and restated, supplemented, extended, refinanced or otherwise modified from time
to time, the “Credit Agreement”), among Holdings, Sterling Merger Inc. (the rights and
obligations of which have been assumed by the Borrower), the Lenders party thereto and the
Administrative Agent and (b) the Collateral Agreement.




          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement and the Collateral Agreement, as applicable.




          C. The Grantors have entered into the Collateral Agreement in order to induce the Lenders to
make Loans and the Issuing Banks to issue Letters of Credit. Section 5.14 of the Collateral
Agreement provides that [additional] [Intermediate Parents] [Subsidiaries] may become Grantors
under the Collateral Agreement by execution and delivery of an instrument in the form of this
Supplement. The undersigned [Intermediate Parent] [Subsidiary] (the “New Grantor”) is
executing this Supplement in accordance with the requirements of the Credit Agreement to become a
Grantor under the Collateral Agreement in order to induce the Lenders to make additional Loans and
the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously
made and Letters of Credit previously issued.




          Accordingly, the Administrative Agent and the New Grantor agree as follows:




          SECTION 1. In accordance with Section 5.14 of the Collateral Agreement, the New Grantor by its
signature below becomes a Grantor under the Collateral Agreement with the same force and effect as
if originally named therein as a Grantor, and the New Grantor hereby (a) agrees to all the terms
and provisions of the Collateral Agreement applicable to it as a Grantor thereunder and (b)
represents and warrants that the representations and warranties made by it as a Grantor thereunder
are true and correct on and as of the date hereof. In furtherance of the foregoing, the New
Grantor, as security for the payment in full of the Secured Obligations (as defined in the
Collateral Agreement), does hereby create and grant, as and to the same extent set forth in the
Collateral Agreement, to the Administrative Agent, its successors and assigns, for the benefit of
the Secured Parties, a security interest in and lien on all of the New Grantor’s right, title and
interest in, to and under the Pledged Collateral and the Article 9 Collateral (as each such term is
defined in the Collateral Agreement). Each reference to a “Grantor” in the Collateral Agreement
shall be deemed to include the New Grantor. The Collateral Agreement is hereby incorporated herein
by reference.




          SECTION 2. The New Grantor represents and warrants to the Administrative Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance






 









 







with its terms, except to the extent that enforceability of such obligations may be limited by
applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally.




          SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original but all of which when taken
together shall constitute a single contract. Delivery of an executed signature page to this
Supplement by facsimile or other electronic transmission shall be effective as delivery of a
manually signed counterpart of this Supplement. This Supplement shall become effective as to the
New Grantor when a counterpart hereof executed on behalf of the New Grantor shall have been
delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf
of the Administrative Agent, and thereafter shall be binding upon the New Grantor and the
Administrative Agent and their respective permitted successors and assigns, and shall inure to the
benefit of the New Grantor, the Administrative Agent and the other Secured Parties and their
respective successors and assigns, except that the New Grantor shall not have the right to assign
or transfer its rights or obligations hereunder or any interest herein (and any such assignment or
transfer shall be void) except as expressly provided in this Supplement, the Collateral Agreement
and the Credit Agreement.




          SECTION 4. The New Grantor hereby represents and warrants on the date hereof that (a) set
forth on Schedule I attached hereto is a schedule with the true and correct legal name of the New
Grantor, its jurisdiction of formation and the location of its chief executive office, (b) Schedule
II sets forth a true and complete list, with respect to the New Grantor, of (i) all the Equity
Interests owned by the New Grantor in any Subsidiary and the percentage of the issued and
outstanding units of each class of the Equity Interests of the issuer thereof represented by the
Pledged Equity Interests owned by the New Grantor and (ii) all the Pledged Debt Securities owned by
the New Grantor and (c) Schedule III attached hereto sets forth, as of the date hereof, (i) all of
the New Grantor’s Patents owned by such New Grantor, including the title, registration or
application number of each such Patent, (ii) all of the New Grantor’s Trademarks owned by such New
Grantor, including the mark, the registration or application number, and (iii) all of the New
Grantor’s registered Copyrights owned by such New Grantor, including the name of the registered
owner, title and, if applicable, the registration number of each such Copyright owned by the New
Grantor, and (d) Schedule IV attached hereto sets forth, as of the date hereof, each Commercial
Tort Claim of the New Grantor.




          SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in
full force and effect.




          SECTION 6. This Supplement shall be construed in accordance with and governed by the laws of
the State of New York.




          SECTION 7. Any provision of this Supplement held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.




          SECTION 8. All communications and notices hereunder shall be in writing and given as provided
in Section 5.01 of the Collateral Agreement.




-2-









 





          SECTION 9. The New Grantor agrees to reimburse the Administrative Agent for its fees and
expenses incurred hereunder and under the Collateral Agreement as provided in Section 9.03(a) of
the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be
a reference to “the New Grantor.”









-3-









 








          IN WITNESS WHEREOF, the New Grantor and the Administrative Agent have duly executed this
Supplement to the Collateral Agreement as of the day and year first above written.




	 	 	 	 	 
	 	[Name Of New Grantor],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:



Legal Name:

Jurisdiction of Formation:

Location of Chief Executive Office: 	 
	 



	 	 	 	 	 
	 	CITIBANK, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO SUPPLEMENT TO COLLATERAL AGREEMENT








 









 








Schedule I

to Supplement No. __ to the

Collateral Agreement




NEW GRANTOR INFORMATION




	 	 	 	 	 	 	 	 	 
	Name	 	Jurisdiction of Formation	 	 	Chief Executive Office	 
	 
	 	 	 	 	 	 	 	 










 









 








Schedule II

to Supplement No. __ to the

Collateral Agreement




PLEDGED EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Number and	 	 	 	 
	 	 	 	 	 	 	Number of	 	 	Class of	 	 	Percentage	 
	Grantor	 	Issuer	 	 	Certificate	 	 	Equity Interests	 	 	of Equity Interests	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





PLEDGED DEBT SECURITIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 	 	 	 	 	 	 
	Grantor	 	Issuer	 	 	Amount	 	 	Date of Note	 	 	Maturity Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 










 









 








Schedule III

to Supplement No. __ to the

Collateral Agreement




INTELLECTUAL PROPERTY









 









 








Schedule IV

to Supplement No. __ to the

Collateral Agreement




COMMERCIAL TORT CLAIMS









 









 








Exhibit II to the

Collateral Agreement




          COPYRIGHT SECURITY AGREEMENT dated as of [l], 20[l] (this “Agreement”),
among [l] (the “Grantor”) and Citibank, N.A., as administrative agent (in such
capacity, the “Administrative Agent”).




          Reference is made to (a) the Credit Agreement dated as of July 20, 2011 (as amended, restated,
amended and restated, supplemented, extended, refinanced or otherwise modified from time to time,
the “Credit Agreement”), among Sterling Merger Inc. (the rights and obligations of which
have been assumed by SRA International, Inc. (the “Borrower”)), Sterling Parent Inc., the
lenders from time to time party thereto (the “Lenders”) and the Administrative Agent and
(b) the Collateral Agreement dated as of July 20, 2011 (as amended, supplemented or otherwise
modified from time to time, the “Collateral Agreement”), among the Borrower, the other
grantors from time to time party thereto and the Administrative Agent. The Lenders and the Issuing
Banks have agreed to extend credit to the Borrower subject to the terms and conditions set forth in
the Credit Agreement. The Grantor is an Affiliate of the Borrower and is willing to execute and
deliver this Agreement in order to induce the Lenders to make additional Loans and the Issuing
Banks to issue additional Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued. Accordingly, the parties hereto agree as follows:




          SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined
herein have the meanings specified in the Collateral Agreement or the Credit Agreement, as
applicable. The rules of construction specified in Section 1.01(b) of the Collateral Agreement
also apply to this Agreement.




          SECTION 2. Grant of Security Interest. As security for the payment or performance, as
the case may be, in full of the Secured Obligations, the Grantor hereby grants to the
Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a
security interest (the “Security Interest”) in all of such Grantor’s right, title and
interest in, to and under any Copyrights now owned or at any time hereafter acquired by such
Grantor, including those listed on Schedule I, and any exclusive Copyright Licenses under which
such Grantor is a licensee, including those listed on Schedule II (collectively, the “Copyright
Collateral”); provided that the Security Interest shall not attach to any Excluded
Asset.




          SECTION 3. Collateral Agreement. The Security Interest granted to the Administrative
Agent herein is granted in furtherance, and not in limitation, of the security interest granted to
the Administrative Agent pursuant to the Collateral Agreement. The Grantor hereby acknowledges and
affirms that the rights and remedies of the Administrative Agent with respect to the Copyright
Collateral are more fully set forth in the Collateral Agreement, the terms and provisions of which
are hereby incorporated herein by reference as if fully set forth herein. In the event of any
conflict between the terms of this Agreement and the Collateral Agreement, the terms of the
Collateral Agreement shall govern.




          SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original but
all of which when taken together shall constitute a single contract. Delivery of an executed
signature page to this Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually signed counterpart of this Agreement.




[Remainder of this page intentionally left blank]









 









 








          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.




	 	 	 	 	 
	 	[l],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




SIGNATURE PAGE TO COPYRIGHT SECURITY AGREEMENT



 









 





	 	 	 	 	 
	 	CITIBANK, N.A.,

as Administrative Agent,

 	 
	 	By:  	 	 
	 	 	Name: 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO COPYRIGHT SECURITY AGREEMENT






 









 








Schedule I









 









 








Schedule II









 









 








Exhibit III to the

Collateral Agreement




          PATENT SECURITY AGREEMENT dated as of [l], 20[l] (this “Agreement”), among
[l] (the “Grantor”) and Citibank, N.A., as administrative agent (in such capacity,
the “Administrative Agent”).




          Reference is made to (a) the Credit Agreement dated as of July 20, 2011 (as amended, restated,
amended and restated, supplemented, extended, refinanced or otherwise modified from time to time,
the “Credit Agreement”), among Sterling Merger Inc. (the rights and obligations of which
have been assumed by SRA International, Inc. (the “Borrower”)), Sterling Parent Inc., the
lenders from time to time party thereto (the “Lenders”) and the Administrative Agent and
(b) the Collateral Agreement dated as of July 20, 2011 (as amended, supplemented or otherwise
modified from time to time, the “Collateral Agreement”), among the Borrower, the other
grantors from time to time party thereto and the Administrative Agent. The Lenders and the Issuing
Banks have agreed to extend credit to the Borrower subject to the terms and conditions set forth in
the Credit Agreement. The Grantor is an Affiliate of the Borrower and is willing to execute and
deliver this Agreement in order to induce the Lenders to make additional Loans and the Issuing
Banks to issue additional Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued. Accordingly, the parties hereto agree as follows:




          SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined
herein have the meanings specified in the Collateral Agreement or the Credit Agreement, as
applicable. The rules of construction specified in Section 1.01(b) of the Collateral Agreement
also apply to this Agreement.




          SECTION 2. Confirmation of Grant of Security Interest. As security for the payment or
performance, as the case may be, in full of the Secured Obligations, the Grantor hereby confirms
the grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured
Parties, of a security interest (the “Security Interest”) in all of such Grantor’s right,
title and interest in, to and under any Patents now owned or at any time hereafter acquired by such
Grantor, including those listed on Schedule I (the “Patent Collateral”); provided
that the Security Interest shall not attach to any Excluded Asset.




          SECTION 3. Collateral Agreement. The Security Interest confirmed to the
Administrative Agent herein is confirmed in furtherance, and not in limitation, of the security
interest granted to the Administrative Agent pursuant to the Collateral Agreement. The Grantor
hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with
respect to the Patent Collateral are more fully set forth in the Collateral Agreement, the terms
and provisions of which are hereby incorporated herein by reference as if fully set forth herein.
In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the
terms of the Collateral Agreement shall govern.




          SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original but
all of which when taken together shall constitute a single contract. Delivery of an executed
signature page to this Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually signed counterpart of this Agreement.




[Remainder of this page intentionally left blank]









 









 








          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.




	 	 	 	 	 
	 	[l],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO PATENT SECURITY AGREEMENT 





 









 





	 	 	 	 	 
	 	CITIBANK, N.A., 
as Administrative Agent,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 









 








Schedule I









 









 








Exhibit IV to the

Collateral Agreement




          TRADEMARK SECURITY AGREEMENT dated as of [l], 20[l] (this “Agreement”),
among [l] (the “Grantor”) and Citibank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”).




          Reference is made to (a) the Credit Agreement dated as of July 20, 2011 (as amended, restated,
amended and restated, supplemented, extended, refinanced or otherwise modified from time to time,
the “Credit Agreement”), among Sterling Merger Inc. (the rights and obligations of which have been
assumed by SRA International, Inc. (the “Borrower”)), Sterling Parent Inc., the lenders from time
to time party thereto (the “Lenders”) and the Administrative Agent and (b) the Collateral
Agreement dated as of July 20, 2011 (as amended, supplemented or otherwise modified from time to
time, the “Collateral Agreement”), among the Borrower, the other grantors from time to time
party thereto and the Administrative Agent. The Lenders and the Issuing Banks have agreed to
extend credit to the Borrower subject to the terms and conditions set forth in the Credit
Agreement. The Grantor is an Affiliate of the Borrower and is willing to execute and deliver this
Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue
additional Letters of Credit and as consideration for Loans previously made and Letters of Credit
previously issued. Accordingly, the parties hereto agree as follows:




          SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined
herein have the meanings specified in the Collateral Agreement or the Credit Agreement, as
applicable. The rules of construction specified in Section 1.01(b) of the Collateral Agreement
also apply to this Agreement.




          SECTION 2. Confirmation of Grant of Security Interest. As security for the payment or
performance, as the case may be, in full of the Secured Obligations, the Grantor hereby confirms
the grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured
Parties, of a security interest (the “Security Interest”) in all of such Grantor’s right,
title and interest in, to and under any Trademarks now owned or at any time hereafter acquired by
such Grantor, including those listed on Schedule I (the “Trademark Collateral”);
provided that the Security Interest shall not attach to any Excluded Asset.




          SECTION 3. Collateral Agreement. The Security Interest confirmed to the
Administrative Agent herein is confirmed in furtherance, and not in limitation, of the security
interest granted to the Administrative Agent pursuant to the Collateral Agreement. The Grantor
hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with
respect to the Trademark Collateral are more fully set forth in the Collateral Agreement, the terms
and provisions of which are hereby incorporated herein by reference as if fully set forth herein.
In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the
terms of the Collateral Agreement shall govern.




          SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original but
all of which when taken together shall constitute a single contract. Delivery of an executed
signature page to this Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually signed counterpart of this Agreement.




[Remainder of this page intentionally left blank]





 









 





          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.




	 	 	 	 	 
	 	[l],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT 






 









 








	 	 	 	 	 
	 	CITIBANK, N.A., as

Administrative Agent,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT 









 









 








Schedule I