##### 



Exhibit 10.58
 EXECUTION COPY




---



##### 



TABLE OF CONTENTS
 
 PageSECTION 1. Definitions.
    
    
    1SECTION 2. Grant of Transaction Liens.
    
    
    9SECTION 3. General Representations and Warranties
    
    
    11SECTION 4. Further Assurances; General Covenants
    
    
    13SECTION 5. Accounts
    
    
    15SECTION 6. Equipment
    
    
    16SECTION 7. Recordable Intellectual Property
    
    
    16SECTION 8. Investment Property
    
    
    17SECTION 9. Controlled Deposit Accounts
    
    
    19SECTION 10. Cash Collateral Accounts
    
    
    20SECTION 11. Operation of Collateral Accounts.
    
    
    21SECTION 12. Transfer Of Record Ownership
    
    
    22SECTION 13. Right to Vote Securities
    
    
    22SECTION 14. Certain Cash Distributions
    
    
    23SECTION 15. Remedies upon Event of Default
    
    
    23SECTION 16. Application of Proceeds
    
    
    24SECTION 17. Fees and Expenses; Indemnification
    
    
    26SECTION 18. Authority to Administer Collateral
    
    
    28SECTION 19. Limitation on Duty in Respect of Collateral
    
    
    28SECTION 20. General Provisions Concerning the Collateral Agent.
    
    
    29SECTION 21. Termination of Transaction Liens; Release of Collateral
    
    
    30SECTION 22. Additional Grantors
    
    
    31SECTION 23. Notices
    
    
    31SECTION 24. No Implied Waivers; Remedies Not Exclusive
    
    
    31SECTION 25. Successors and Assigns
    
    
    31SECTION 26. Amendments and Waivers
    
    
    31SECTION 27. Choice of Law
    
    
    31SECTION 28. Waiver of Jury Trial
    
    
    32SECTION 29. Severability
    
    
    32




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##### 



SCHEDULES:
 Schedule 1
    
    Equity Interests in Subsidiaries and Affiliates Owned by Original GrantorsSchedule 2
    
    Other Investment Property Owned by Original GrantorsSchedule 3
    
    Existing Secured Hedging Obligations
 EXHIBITS:
 Exhibit A
    
    Security Agreement SupplementExhibit B
    
    Copyright Security AgreementExhibit C
    
    Patent Security AgreementExhibit D
    
    Trademark Security AgreementExhibit E
    
    Perfection CertificateExhibit F
    
    Issuer Control AgreementExhibit G
    
    Securities Account Control AgreementExhibit H
    
    Deposit Account Control Agreement




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##### 



SECURITY AGREEMENT
 Borrower Holdings




---



##### 



. Definitions.
 Terms Defined in Credit Agreement
 Terms Defined in UCC
 Term
    
    UCCAccount
    
    9-102Authenticate
    
    9-102Certificated Security
    
    8-102Chattel Paper
    
    9-102Commodity Account
    
    9-102Commodity Customer
    
    9-102Deposit Account
    
    9-102Document
    
    9-102Entitlement Holder
    
    8-102Entitlement Order
    
    8-102Equipment
    
    9-102Financial Asset
    
    8-102 & 103General Intangibles
    
    9-102Instrument
    
    9-102Inventory
    
    9-102Investment Property
    
    9-102Record
    
    9-102Securities Account
    
    8-501Securities Intermediary
    
    8-102Security
    
    8-102 & 103Security Entitlement
    
    8-102Supporting Obligations
    
    9-102Uncertificated Security
    
    8-102
 Additional Definitions
 Cash Collateral Account
 Cash Distributions




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##### 



Collateral
 Collateral Accounts
 Contingent Obligation
     Control
   Controlled Deposit Account
 Controlled Securities Account
 2




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##### 



Copyright License
 Copyrights
 Copyright Security Agreement
 Credit Agreement
 Deposit Account Control Agreement
 Depositary Bank
 3




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##### 



Equity Interest
 Existing Secured Hedging Obligations
 Grantors
 Intellectual Property Filing
 Intellectual Property Security Agreement
 Issuer Control Agreement
 LLC Interest
 Mortgage
 4




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##### 



Non-Contingent Obligation
 Obligations
 Opinion of Counsel
 Original Grantor
 own acquire
 Partnership Interest
 Patent License
 Patents
 5




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##### 



Patent Security Agreement
 Perfection Certificate
 Permitted Liens
 Personal Property Collateral
 Pledged
 Post-Petition Interest
 Proceeds
 Real Property Collateral
 Recordable Intellectual Property
 6




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##### 



Release Conditions
    provided
 Secured Agreement
 Secured Guarantee
 Secured Party Requesting Notice
 Securities Account Control Agreement
 7




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##### 



Security Agreement Supplement
 Security Documents
 Trademark License
 Trademarks
 Trademark Security Agreement
 8




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##### 



Transaction Liens
 UCC provided
 Terms Generally. include includes including without limitation will shall herein hereof hereunder property
 . Grant of Transaction Liens.
   9




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##### 



provided (C) (D)
 10




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##### 



. General Representations and Warranties.
  i.e.
   11




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##### 



Release Documents
     12




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##### 



Further Assurances; General Covenants.
  13




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##### 



14




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##### 



provided proviso
  . Accounts.
  15




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##### 



provided
  . Equipment.
 . Recordable Intellectual Property.
   16




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##### 



. Investment Property.
 Certificated Securities.
 Uncertificated Securities
 17




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##### 



Security Entitlements
 Perfection as to Certificated Securities.
 Perfection as to Uncertificated Securities
 Perfection as to Security Entitlements
 Agreement as to Applicable Jurisdiction
 18




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##### 



Delivery of Pledged Certificates
 Communications
 Foreign Subsidiaries.
 Compliance with Applicable Foreign Laws.
 . Controlled Deposit Accounts.
    19




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##### 



Materiality Exception.
 . Cash Collateral Accounts. Cash Collateral Account
         20




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##### 



provided
  . Operation of Collateral Accounts.
 provided
 provided
   21




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##### 



. Transfer Of Record Ownership.
 . Right to Vote Securities.
 22




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##### 



. Certain Cash Distributions. provided
 . Remedies upon Event of Default.
  23




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##### 



provided
   . Application of Proceeds. (a)
 24




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##### 



first
 second
 third
 fourth
 finally
 provided first second third fourth
 e.g.
 25




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##### 



provided i.e. second fourth
  . Fees and Expenses; Indemnification. (a)
   26




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##### 



Indemnitee
 27




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##### 



. Authority to Administer Collateral.
     provided provided
 . Limitation on Duty in Respect of Collateral.
 28




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##### 



. General Provisions Concerning the Collateral Agent.
  Sub-Agents and Related Parties
 Information as to Obligations and Actions by Secured Parties.
 29




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##### 



Refusal to Act
 Copies of Certain Notices
 . Termination of Transaction Liens; Release of Collateral.
 provided
   30




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##### 



. Additional Grantors.
 . Notices.
 . No Implied Waivers; Remedies Not Exclusive.
 . Successors and Assigns.
 . Amendments and Waivers.
 . Choice of Law.
 31




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##### 



. Waiver of Jury Trial.
 . Severability.
 32




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##### 



Borrower:
 AMERICAN REPROGRAPHICS COMPANY, L.L.C.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive Officer
 Collateral Agent:
 JPMORGAN CHASE BANK, N.A.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive Officer
 Guarantors:
 AMERICAN REPROGRAPHICS COMPANYBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive Officer




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##### 



AMERICAN REPROGRAPHICS SOUTHEAST, LLCBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerA-C REPRODUCTION COMPANYBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerARC ACQUISITION CORPORATIONBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:
      Chief Executive OfficerBLUE PRINT SERVICE COMPANY, INC.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerBPI REPRO, LLCBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive Officer




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##### 



DUNN BLUE PRINT COMPANYBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerE.PAVILION, L.L.C.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerENGINEERING REPRO SYSTEMS, INC.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerFRANKLIN GRAPHICS CORPORATIONBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam Suriyakumar
Title:       Chief Executive OfficerGEORGIA BLUE PRINT COMPANY, L.L.C.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive Officer




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##### 



LEET-MELBROOK, INC.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerLICENSING SERVICES INTERNATIONAL, LLCBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerMBC PRECISION IMAGING, INC.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerMCKEE ENTERPRISES, INC.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerMIRROR PLUS TECHNOLOGIES, INC.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive Officer




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##### 



OCB, LLCBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerOLYMPIC REPROGRAPHICS, LLCBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerPENINSULA BLUEPRINT, INC.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerPLANWELL, LLCBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerQUALITY REPROGRAPHIC SERVICES, INCBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive Officer




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##### 



REPROGRAPHICS NORTHWEST, LLCBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerRHODE ISLAND BLUEPRINT CO.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerRIDGWAYS GP, LLCBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerRIDGWAYS, LTD.By:    Ridgways GP, LLC,its General PartnerBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerSUBHUB, INC.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive Officer




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##### 



THE PEIR GROUP, LLCBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerTHE PEIR GROUP INTERNATIONAL, LLCBy:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerT-SQUARE EXPRESS, INC.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerWESTERN BLUE PRINT COMPANY, L.L.C.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam SuriyakumarTitle:       Chief Executive OfficerWILCO REPROGRAPHICS, INC.By:
    
    /s/ Kumarakulasingam SuriyakumarName:     Kumarakulasingam Suriyakumar
Title:       Chief Executive Officer




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##### 



SCHEDULE 1
 EQUITY INTERESTS IN SUBSIDIARIES AND AFFILIATES
OWNED BY ORIGINAL GRANTORS
(as of the Closing Date)
 Jurisdiction of
    
    Owner of
    
    Percentage
    
    # ofIssuer
    
    Organization
    
    Equity Interest
    
    Owned
    
    Shares Owned
    
    Certificate No.American
    
    California
    
    American
    
    100%
    
    100
    
    4Reprographics
Company, L.L.C.
    
    
    
    Reprographics
CompanyARC Acquisition
    
    California
    
    American
    
    100%
    
    500
    
    2Corporation
    
    
    
    Reprographics
Company, L.L.C.ARC Reprographics
Canada Corp.
    
    British Columbia,
Canada
    
    American
Reprographics
Company.
    
    100%
    
    635 Class A Common
    
    A-4E.Pavilion, L.L.C.
    
    California
    
    American
    
    60%
    
    60
    
    3Reprographics
Company, L.L.C.The PEiR Group 
International, LLC
    
    California
    
    American
Reprographics
Company, L.L.C.
    
    100%
    
    N/A
    
    N/AThe PEiR Group, LLC
    
    California
    
    American
Reprographics
Company, L.L.C.
    
    100%
    
    N/A
    
    N/AA-C Reproduction
    
    Pennsylvania
    
    ARC Acquisition
    
    100%
    
    80
    
    3Company
    
    
    
    CorporationAmerican 
Reprographics 
Southeast, LLC
    
    North Carolina
    
    ARC Acquisition
Corporation
    
    100%
    
    N/A
    
    N/AArgo-ICC
Reprographics Ltd.
    
    Ontario, Canada
    
    ARC Acquisition
Corporation
    
    100%
    
    2
    
    C-002Blue Print Service
    
    California
    
    ARC Acquisition
    
    100%
    
    100
    
    334Company, Inc.
    
    
    
    CorporationBPI Repro, LLC
    
    California
    
    ARC Acquisition
Corporation
    
    100%
    
    1,105
    
    1 & 4Dunn Blue Print
    
    Michigan
    
    ARC Acquisition
    
    100%
    
    35,540
    
    89Company
    
    
    
    CorporationEngineering Repro
    
    Minnesota
    
    ARC Acquisition
    
    100%
    
    100
    
    7Systems, Inc.
    
    
    
    CorporationFranklin Graphics 
Corporation
    
    Michigan
    
    ARC Acquisition
Corporation
    
    100%
    
    10,000
    
    4Licensing Services International, LLC
    
    California
    
    ARC Acquisition
Corporation
    
    100%
    
    N/A
    
    N/A
 S-1-1




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##### 



Jurisdiction of
    
    Owner of
    
    Percentage
    
    # ofIssuer
    
    Organization
    
    Equity Interest
    
    Owned
    
    Shares Owned
    
    Certificate No.MBC Precision
Imaging, Inc.
    
    Maryland
    
    ARC Acquisition
Corporation
    
    100%
    
    222 Class A 2,000
Class B
    
    CA-1 and CB-1McKee Enterprises,
    
    Arizona
    
    ARC Acquisition
    
    100%
    
    71,196
    
    18Inc.
    
    
    
    CorporationMirror Plus
    
    California
    
    ARC Acquisition
    
    100%
    
    100,000,000
    
    5Technologies, Inc.
    
    
    
    CorporationOCB, LLC
    
    California
    
    ARC Acquisition
Corporation
    
    100%
    
    1,000
    
    1 & 3Olympic 
Reprographics, LLC
    
    Washington
    
    ARC Acquisition
Corporation
    
    100%
    
    N/A
    
    N/APeninsula Blueprint,
    
    California
    
    ARC Acquisition
    
    100%
    
    558,097
    
    8Inc.
    
    
    
    CorporationPlanwell, LLC
    
    California
    
    ARC Acquisition
Corporation
    
    100%
    
    N/A
    
    N/AQuality Reprographic
    
    Georgia
    
    ARC Acquisition
    
    100%
    
    500
    
    3Services, Inc.
    
    
    
    CorporationReprographics 
Northwest, LLC
    
    California
    
    ARC Acquisition
Corporation
    
    100%
    
    1,000
    
    1 & 3Rhode Island
    
    Rhode Island
    
    ARC Acquisition
    
    100%
    
    294
    
    6Blueprint Co.
    
    
    
    CorporationSubHub, Inc.
    
    California
    
    ARC Acquisition
    
    100%
    
    100
    
    1CorporationT-Square Express, Inc.
    
    Florida
    
    ARC Acquisition
    
    100%
    
    100
    
    6Western Blue Print 
Company, LLC
    
    Missouri
    
    ARC Acquisition
Corporation
    
    100%
    
    N/A
    
    N/AWilco Reprographics,
Inc.
    
    Delaware
    
    ARC Acquisition
Corporation
    
    100%
    
    1,000
    
    11 and 12Leet-Melbrook, Inc.
    
    Maryland
    
    Franklin Graphics
    
    100%
    
    96
    
    25CorporationGeorgia Blue Print
Company, L.L.C.
    
    Delaware
    
    Quality
Reprographic
Services, Inc.
    
    100%
    
    N/A
    
    N/ARidgways GP, LLC
    
    Delaware
    
    Wilco
Reprographics, Inc.
    
    100%
    
    N/A
    
    N/ARidgways, Ltd.
    
    Texas
    
    Ridgways GP, LLC
    
    1%
    
    10.78 units
    
    N/ARidgways, Ltd.
    
    Texas
    
    Wilco
Reprographics, Inc.
    
    99%
    
    1057.32 units
    
    N/AAmerican
Reprographics -
Servicios, S.A.de
C.V.
    
    Mexico
    
    American
Reprographics
Company, L.L.C.
    
    50%
    
    16,500
    
    *American
Reprographics -
Servicios, S.A.de
C.V.
    
    Mexico
    
    ARC Acquisition
Corporation
    
    50%
    
    16,500
    
    *Reprograpia Digital
de Mexico, S.A.de
C.V.
    
    Mexico
    
    American
Reprographics
Company, L.L.C.
    
    50%
    
    16,500
    
    *
 S-1-2




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##### 



Jurisdiction of
    
    Owner of
    
    Percentage
    
    # ofIssuer
    
    Organization
    
    Equity Interest
    
    Owned
    
    Shares Owned
    
    Certificate No.Reprograpia Digital
de Mexico, S.A.de
C.V.
    
    Mexico
    
    ARC Acquisition
Corporation
    
    50%
    
    16,500
    
    *American 
Reprographics Company 
India Private Limited
    
    India
    
    ARC Acquisition
Corporation
    
    99.00098%
    
    32,499
    
    9
 *
    
    Certificate to be delivered within 30 days of closing.
 S-1-3




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##### 



SCHEDULE 2
 INVESTMENT PROPERTY
(other than Equity Interests in Subsidiaries and Affiliates)
OWNED BY ORIGINAL GRANTORS
(as of the Closing Date)
 PART 1  Securities
 Jurisdictionof
    
    
    
    
    
    
    Amount
    
    
    Type ofIssuer
    
    Organization
    
    
    Owner of Securities
    
    
    Owned
    
    
    Security
 PART 2  Securities Accounts
  SecuritiesOwner
    
    Intermediary
    
    Account Number
 S-2-1




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##### 



SCHEDULE 3
 EXISTING SECURED HEDGING OBLIGATIONS
  S-3-1




---



##### 



EXHIBIT A
to Security Agreement
 SECURITY AGREEMENT SUPPLEMENT
 Grantor
 Security Agreement Obligations
 1
 2
   Grant of Transaction Liens New Collateral
 
 1
    
    If the Grantor is the Borrower, delete this
recital.2
    
    If the Grantor is the Borrower, delete this
recital. A-1




---



##### 



1
   Delivery of Collateral
 Party to Security Agreement 3
 Representations and Warranties
  
 3
    
    Delete Section 4 if the Grantor is already a
party to the Security Agreement. A-2




---



##### 



Compliance with Foreign Law 4
 Governing Law
 
 4
    
    Include Section 6 if the Grantor is
organized under the laws of a jurisdiction outside the United States. A-3




---



##### 



[NAME OF GRANTOR]By:Name:Title: JPMORGAN CHASE BANK, N.A., as 
     Collateral AgentBy:Name:Title: A-4




---



##### 



Schedule 1
to Security Agreement
Supplement
 EQUITY INTERESTS IN SUBSIDIARIES AND AFFILIATES
OWNED BY GRANTOR
 Jurisdictionof
    
    Percentage
    
    Number ofIssuer
    
    Organization
    
    Owned
    
    Shares or Units
 A-5




---



##### 



Schedule 2
to Security Agreement
Supplement
 INVESTMENT PROPERTY
(other than Equity Interests in Subsidiaries and Affiliates)
OWNED BY GRANTOR
 PART 1  Securities
 Jurisdictionof
    
    Amount
    
    Type ofIssuer
    
    Organization
    
    Owned
    
    Security
 PART 2  Securities Accounts
  Securities Intermediary
    
    Account Number
 A-6




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##### 



EXHIBIT B
to Security Agreement
 COPYRIGHT SECURITY AGREEMENT
 (Copyrights, Copyright Registrations, Copyright
Applications and Copyright Licenses)
 1 Grantor
 Borrower Holdings Credit Agreement
 Security Agreement Grantee Obligations 2 Grantors Secured
Guarantee 3
  
 1
    
    Modify as needed if the Grantor is not a
corporation.2
    
    Delete these bracketed words if the Grantor
is a Guarantor.3
    
    Delete these bracketed words if the Grantor
is the Borrower. B-1




---



##### 



Copyright Collateral
       B-2




---



##### 



[NAME OF GRANTOR]By:Name:Title: Acknowledged:
JPMORGAN CHASE BANK, N.A.,
as Collateral AgentBy:Name:Title: B-3




---



##### 



STATE OF
    
    
    
    )) ss.:COUNTY OF
    
    
    
    )
 Company
 
 [Seal]Signature of notary publicMy Commission expires
 B-4




---



##### 



Schedule 1
to Copyright
Security Agreement
 [NAME OF GRANTOR]
 COPYRIGHT REGISTRATIONS
 ExpirationRegistration No.
    
    Registration Date
    
    Title
    
    Date
 COPYRIGHT APPLICATIONS
 Case No.
    
    Serial No.
    
    Country
    
    Date
    
    Filing Title
 B-5




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##### 



EXHIBIT C
to Security Agreement
 PATENT SECURITY AGREEMENT
 (Patents, Patent Applications and Patent Licenses)
 1 Grantor
 Borrower Holdings Credit Agreement
 Security Agreement Grantee Obligations 2 Grantors Secured
Guarantee 3
  
 1
    
    Modify as needed if the Grantor is not a
corporation.2
    
    Delete these bracketed words if the Grantor
is a Guarantor.3
    
    Delete these bracketed words if the Grantor
is the Borrower. C-1




---



##### 



Patent Collateral
       C-2




---



##### 



[NAME OF GRANTOR]By:Name:Title:  JPMORGAN CHASE BANK, N.A.,as Collateral AgentBy:Name:Title:
 C-3




---



##### 



STATE OF
    
    
    )) ss.:COUNTY OF
    
    
    )
 Company
 
   
 C-4




---



##### 



Schedule 1
to Patent
Security Agreement
 [NAME OF GRANTOR]
 PATENTS AND DESIGN PATENTS
 Patent No.
    
    Issued
    
    Expiration
    
    Country
    
    Title
 PATENT APPLICATIONS
 Case No.
    
    Serial No.
    
    Country
    
    Date
    
    Filing Title
 C-5




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##### 



EXHIBIT D
to Security Agreement
 TRADEMARK SECURITY AGREEMENT
 (Trademarks, Trademark Registrations, Trademark
Applications and Trademark Licenses)
 1 Grantor
 Borrower Holdings Credit Agreement
 Security Agreement Grantee Obligations 2 Grantors Secured Guarantee 3
  
 1
    
    Modify as needed if the Grantor is not a
corporation.2
    
    Delete these bracketed words if the Grantor
is a Guarantor.3
    
    Delete these bracketed words if the Grantor
is the Borrower. D-1




---



##### 



Trademark Collateral
      D-2




---



##### 



[NAME OF GRANTOR]By:Name:Title:  JPMORGAN CHASE BANK, N.A.,as Collateral AgentBy:Name:Title:
 D-3




---



##### 



STATE OF
    
    )) ss.:COUNTY OF
    
    )
 Company
 
   
 D-4




---



##### 



Schedule 1
to Trademark
Security Agreement
 [NAME OF GRANTOR]
 U.S. TRADEMARK REGISTRATIONS
 TRADEMARK
    
    
    
    REG. NO.
    
    REG. DATE
 U.S. TRADEMARK APPLICATIONS
 TRADEMARK
    
    
    
    REG. NO.
    
    REG. DATE
 D-5




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EXHIBIT E
to Security Agreement
 PERFECTION CERTIFICATE
 Grantor
 2
 Jurisdiction of Organization 3
 Name
 Prior Names; Predecessors
      E-1




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Organizational ID Number
 Taxpayer ID Number
 Chief Executive Office
 Mailing Address
    
    County
    
    State
     
 Name:Title:
 E-2




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EXHIBIT F
to Security Agreement
 ISSUER CONTROL AGREEMENT
 Grantor Secured Party  Issuer UCC
  Securities
 Security Agreement Transaction Lien
   Nature of Securities.
 Instructions.
 Waiver of Lien; Waiver of Set-off.
 F-1




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Choice of Law.
 Conflict with Other Agreements. Existing Other Agreements
 Amendments.
 Notice of Adverse Claims.
 Maintenance of Securities.
 Grantor Instructions; Notice of Exclusive Control. Notice of Exclusive Control
 Non-Cash Dividends and Distributions.
 F-2




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Voting Rights.
 Statements and Confirmations.
 Tax Reporting.
 Representations, Warranties and Covenants of the Issuer.
   Successors.
 Notices.
  F-3




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Termination.
 Counterparts.
 [NAME OF GRANTOR]By:Name:Title: JPMORGAN CHASE BANK, N.A.,as Collateral AgentBy:Name:Title:  F-4




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[NAME OF ISSUER]By:Name:Title: F-5




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##### 



Exhibit A
    
 Notice of Exclusive Control
  Securities
  Very truly yours,JPMORGAN CHASE BANK, N.A.,as Collateral AgentBy:Name:Title:  F-6




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##### 



EXHIBIT G
to Security Agreement
 SECURITIES ACCOUNT CONTROL AGREEMENT
 Grantor Secured Party Securities Intermediary UCC
   Security Agreement Transaction Lien
   Establishment of Account.
 Account
  G-1




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##### 



Financial Assets Election.
 Entitlement Orders.
 Waiver of Lien; Waiver of Set-off.
 G-2




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##### 



Choice of Law.
 Conflict with Other Agreements. Existing Other Agreements
 Amendments.
 Notice of Adverse Claims.
 Maintenance of Account.
 Grantor Entitlement Orders; Notice of Exclusive Control. Notice of
 G-3




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##### 



Exclusive Control
 Voting Rights.
 Permitted Investments.
 Statements and Confirmations.
 Tax Reporting.
 Representations, Warranties and Covenants of the Securities Intermediary.
     G-4




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Successors.
 Notices.
     Termination.
 G-5




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##### 



[NAME OF GRANTOR]By:Name:Title:JPMORGAN CHASE BANK, N.A., 
as Collateral AgentBy:Name:Title:[NAME OF SECURITIES 
INTERMEDIARY]By:Name:Title: G-6




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Exhibit A
    Attention:
 Notice of Exclusive Control
  Account
   JPMORGAN CHASE BANK, N.A., 
as Collateral AgentBy:Name:Title:  G-7




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##### 



Exhibit H
 DEPOSIT ACCOUNT CONTROL AGREEMENT
 Grantor Secured Party Bank UCC
   Security Agreement Transaction Lien
   Establishment of Account
 Account
   Instructions.
 H-1




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##### 



Waiver of Lien; Waiver of Set-off.
 Choice of Law.
 Conflict with Other Agreements. Existing Other Agreements
 Amendments.
 Notice of Adverse Claims.
 H-2




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##### 



Maintenance of Account.
 Grantor Entitlement Orders; Notice of Exclusive Control. Notice of Exclusive Control
 Statements.
 Tax Reporting.
 Representations, Warranties and Covenants of the Bank.
     H-3




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##### 



Successors.
 Notices.
     Termination.
 H-4




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##### 



[NAME OF GRANTOR]By:Name:Title:JPMORGAN CHASE BANK, N.A., 
as Collateral AgentBy:Name:Title:[NAME OF BANK]By:Name:Title: H-5




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##### 



Exhibit A
    Attention:
 Notice of Exclusive Control
  Account
   JPMORGAN CHASE BANK, N.A., 
as Collateral AgentBy:Name:Title:  H-6