and other liabilities payable under the documentation governing any Indebtedness of a Guarantorwhich may arise under or in connection with any guarantee in respect of Additional SecuredObligations or any Additional Secured Debt Document to which such Guarantor is a party, in eachcase whether on account of guarantee obligations, reimbursement obligations, fees, indemnities,costs, expenses or otherwise (including, without limitation, all fees and disbursements of counselto any Additional Secured Debtholder or any Representative for Additional Secured Debtholders thatare required to be paid by such Guarantor pursuant to the terms of any Additional Secured DebtDocument).     “Additional Issuer Secured Debt Obligations” means the unpaid principal and intereston (including interest accruing after the maturity of the Additional Secured Debt and disbursementsin respect of letters of credit issued thereunder, if any, and interest accruing subsequent to thefiling of a petition in an Insolvency Proceeding relating to the Issuer, whether or not a claim forpost-filing or post-petition interest is allowed in such proceeding ) the Additional Secured Debtand all other obligations and liabilities of the Issuer to each Representative for AdditionalSecured Debtholders, whether direct or indirect, absolute or contingent, due or to become due, ornow existing or hereafter incurred, which may arise under, our of or in connection with, eachAdditional Secured Debt Document, any letters of credit issued thereunder, or any other documentmade, delivered or given in connection therewith, whether on account of principal, interest,reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges anddisbursements of counsel to each Representative for Additional Secured Debtholders that arerequired to be paid by the Issuer) or otherwise.     “Additional Secured Debt” means the unpaid amount of Indebtedness and otherobligations of the Issuer or any Guarantor under any Additional Secured Debt Document, whichIndebtedness and obligations (i) are permitted to be incurred by the Issuer or the Guarantors underthe Indenture and each Additional Secured Debt Document, (ii) are permitted under the Indenture andeach Additional Secured Debt Document to be secured equally and ratably with Secured Obligationsunder the Indenture as well as with any other Additional Secured Debt, and (iii) for which theIssuer and each Guarantor take the steps necessary under the Pari Passu Intercreditor Agreement tosecure such Indebtedness equally and ratably.     “Additional Secured Debt Document” means the agreements evidencing any AdditionalSecured Obligations, the Security Documents and the Pari Passu Intercreditor Agreement.     “Additional Secured Debtholders” means, at any time, a Person which then is a holderof any Additional Secured Debt; provided that the Issuer and the applicable Representative forAdditional Secured Debtholders shall have executed and delivered a joinder in accordance withSection 5.13 of the Pari Passu Intercreditor Agreement.     “Additional Secured Obligations” means the Additional Guarantor Secured DebtObligations and the Additional Issuer Secured Debt Obligations.     “Agreement Collateral” has the meaning given to such term in Section 2(a)(iv) of thisAgreement.
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     “Assigned Agreements” has the meaning given to such term in Section 2(a)(iv) of thisAgreement.     “Bankruptcy Code” means Title 11 of United States Code, 11 U.S.C. §§ 101, et seq.,as amended from time to time.     “Bankruptcy Law” means the Bankruptcy Code or any similar federal or state or otherlaw for the relief of debtors.     “Collateral” has the meaning given to such term in Section 2(a) of this Agreement.     “Computer Software” has the meaning given to such term in Section 2(a)(vii)(E) ofthis Agreement.     “Copyrights” has the meaning given to such term in Section 2(a)(vii)(C) of thisAgreement.     “FCC” means the United States Federal Communications Commission or any successoragency thereto.     “GeoEye Business” means any business conducted or proposed to be conducted by theIssuer on the Issue Date or any business activity that is a reasonable extension, development orexpansion thereof or ancillary thereto.     “GeoEye System” means each Satellite and the TTC&M Facilities.     “Governmental Approvals” means any Telecommunications Approval and any other materialauthorizations, consents, approvals, licenses, rulings, permits, certifications, exemptions,filings or registrations by or with a Telecommunications Authority or other Governmental Bodyrequired by applicable requirements of law to be obtained or held by the Issuer or any of itsSubsidiaries in connection with the GeoEye Business, the due execution, delivery and performance ofthe Secured Obligation Documents, the creation, perfection and enforcement of the Lienscontemplated by the Secured Obligation Documents or the other transactions contemplated hereby.     “Governmental Body” means any international body, any national, foreign or federalgovernment, any state or political subdivision thereof, any central bank (or similar monetary orregulatory authority) thereof, any entity authorized or vested with the jurisdiction to exerciseexecutive, legislative, judicial, regulatory or administrative functions of or pertaining to theforegoing and any corporation or other entity wholly owned or controlled, through stock or capitalor otherwise, by any of the foregoing.     “Indemnitee” has the meaning given to such term in Section 13(m)(i) of thisAgreement.     “Indenture” has the meaning given to such term in the recitals to this Agreement.     “Insolvency Proceeding” means:
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     (i) any case under any Bankruptcy Law with respect to the Issuer or any other Obligor,any other proceeding for the reorganization, recapitalization or adjustment or marshalling of theassets or liabilities of the Issuer or any other Obligor, any receivership or assignment for thebenefit of creditors or any similar case or proceeding with respect to the Issuer or any otherObligor, in each case whether or not voluntary;     (ii) any liquidation, dissolution or other winding up of the Issuer or any other Obligorinvolving bankruptcy or insolvency, in each case whether or not voluntary; or     (iii) any other proceeding of any type or nature in which substantially all claims ofcreditors of the Issuer or any other Obligor are determined and any payment or distribution is ormay be made on account of such claims, other than a liquidation, winding up or dissolution of theIssuer or any other Obligor not involving bankruptcy or insolvency.     “Instructing Secured Parties” means, at any time, Secured Parties holding more than50% of the outstanding principal amount of the Notes at such time.     “Insurance Collateral” has the meaning given to such term in Section 2(a)(xi) of thisAgreement.     “Intellectual Property” has the meaning given to such term in Section 2(a)(vii)(G) ofthis Agreement.     “Intellectual Property Collateral” has the meaning given to such term in Section2(a)(vii) of this Agreement.     “IP Security Agreement Supplement” has the meaning given to such term in Section2(a)(vii)(A) of this Agreement.     “Licenses” has the meaning given to such term in Section 2(a)(vii)(F) of thisAgreement.     “Material Adverse Effect” means a material adverse effect on (a) the business,operations, property or financial condition of the Issuer and its Restricted Subsidiaries, taken asa whole, or (b) the validity or enforceability of the Indenture and the Security Documents or thematerial rights and remedies of the Holders, the Trustee and the Collateral Agent, in each case,taken as a whole.     “New Collateral” has the meaning given to such term in Section 5(e) of thisAgreement.     “NOAA” means the United States Department of Commerce’s National Oceanic andAtmospheric Administration or any successor agency thereto.     “Note Holders” has the meaning given to such term in the recitals to this Agreement.     “Notes” has the meaning given to such term in the recitals to this Agreement.     “Obligor” means each of the Issuer and the other Grantors.
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     “Patents” has the meaning given to such term in Section 2(a)(vii)(A) of thisAgreement.     “Pledged Notes” has the meaning given to such term in Section 2(a)(xii)(B) ofthis Agreement.     “Pledged Securities” has the meaning given to such term in Section 2(a)(xii)(B) ofthis Agreement.     “Pledged Stock” has the meaning given to such term in Section 2(a)(xii)(A) ofthis Agreement.     “Pledgors” means the Grantors whose names are listed from time to time on Schedules VIand VII hereto.     “PTO” has the meaning given to such term in Section 2(a)((vii)(B) of this Agreement.     “Representative for Additional Secured Debtholders” means the Trustee and any trusteeor agent designated as an “Authorized Representative” in accordance with Section 5.13 of the PariPassu Intercreditor Agreement for so long as the Additional Secured Obligations for which suchparty is serving in such capacity constitutes Secured Obligations hereunder.     “Satellites” has the meaning given to such term in Section 2(a)(i)(A) of thisAgreement.     “Scheduled Assets” has the meaning given to such term in Section 4(i)(iii) ofthis Agreement.     “Secured Obligation Documents” means, collectively, the Indenture, the Notes and theSecurity Documents.     “Secured Obligations” means all obligations of every nature of any Obligor from timeto time owed to any Secured Party under any of the Secured Obligation Documents (including thoseacquired by assumption), absolute or contingent, due or to become due, now existing or hereafterarising, including, without limitation, principal, interest (including any interest accruing at thethen applicable rate provided in any applicable Secured Obligation Document after the maturity ofthe related loans, notes and/or reimbursement obligations therein and interest accruing at the thenapplicable rate provided in any applicable Secured Obligation Document after the commencement ofany Insolvency Proceeding, whether or not a claim for post-filing or post-petition interest isallowed in such proceeding), breakage costs, fees, expenses, premium (if any), letter of creditreimbursement obligations (regardless of whether or not any drawing has been made thereon), underthe Secured Obligation Documents and any indemnifications, reimbursements, damages, all otherliabilities payable under the Secured Obligation Documents and all increases, renewals, extensionsand refinancings of the foregoing.     “Secured Parties” has the meaning given to such term in the recitals to thisAgreement.     “Security Documents” shall mean this Agreement, each Mortgage, and each otheragreement, document or instrument entered into for the purposes of creating and/or perfecting aLien granted to the Collateral Agent, for the benefit of the Secured Parties, on the Collateral to
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secure the Secured Obligations, as amended, modified, renewed or restated from time to time, inaccordance with its terms and the terms of this Agreement, and all agreements entered into insubstitution, refinancing or replacement thereof in accordance with the terms of this Agreement.     “Telecommunications Approval” means an order, instrument or approval of any applicableTelecommunications Authority granting the Issuer authority to construct, launch, operate andmaintain each of the Satellites and TTC&M Facilities used in connection with the GeoEye Business,including national and local telecommunications licenses and compliance with InternationalTelecommunication Union procedures and requirements.     “Telecommunications Authority” means the FCC and NOAA, or any successor agencythereto.     “Trademarks” has the meaning given to such term in Section 2(a)(vii)(B) of thisAgreement.     “Trade Secrets” has the meaning given to such term in Section 2(a)(vii)(D) ofthis Agreement.     “Trustee” has the meaning given to such term in the recitals to this Agreement.     “TTC&M Facilities” means the downlink, production and distribution facilities andother ground equipment necessary for the tracking, telemetry, control and monitoring of anySatellite operated by or on behalf of the Issuer or any Subsidiary of the Issuer in connection withthe GeoEye Business and includes such facilities and such other ground equipment located at PointBarrow, Alaska, Fairbanks, Alaska, Thornton, Colorado, Mission, Kansas, Norman Oklahoma, Dulles,Virginia and Fairmont, West Virginia.     “UCC” means the Uniform Commercial Code as in effect from time to time in the State ofNew York; provided that, if by reason of any mandatory provisions of law, the perfection,the effect of perfection or non-perfection or priority of the security interests granted pursuantto any Secured Obligation Document are governed by the Uniform Commercial Code as in effect in ajurisdiction of the United States other than New York, then “UCC” means the Uniform Commercial Codeas in effect from time to time in such other jurisdiction for purposes of such perfection, effectof perfection or non-perfection or priority.          (b) Capitalized terms used but not defined herein shall have the meanings ascribed to them inthe Indenture, and the following terms are used herein as defined in the UCC: Accounts, ChattelPaper, Check, Commercial Tort Claim, Commodity Account, Deposit Account, Electronic Chattel Paper,Equipment, General Intangible, Goods, Instrument (as such term is defined in Article 9 of the UCC),Inventory, Investment Property, Letter of Credit, Letter-of-Credit Rights, Payment Intangibles,Proceeds, Promissory Note, Securities Account, and Tangible Chattel Paper.          (c) Any reference to this Agreement, any Security Document or any other agreement refers tothis Agreement or such Security Document or other agreement as the same may have been or may fromtime to time be amended, modified, extended, renewed, restated, replaced or supplemented andincludes all schedules attached to it. Except as otherwise provided
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in this Agreement, any reference in this Agreement to a statute refers to such statute and allrules and regulations made under it as the same may have been or may from time to time be amendedor re-enacted.     Section 2. *Grant of Security Interest; Pledge; Secured Obligations*.          (a) Grant of Security Interest; Pledge*.*To secure the due and punctual payment ofthe Secured Obligations, each Grantor hereby pledges, assigns as security and grants to theCollateral Agent, for itself and for the benefit of the other Secured Parties, a continuingsecurity interest in and Lien on such Grantor’s right, title and interest in and to the following,in each case, as to each type of property described below, whether now owned or hereafter acquiredby such Grantor, wherever located and whether now or hereafter existing or arising (collectively,the “Collateral”):          (i) all Equipment, including, without limitation:          (A) any satellite owned by, or leased to, any Grantor, including, withoutlimitation, any satellite purchased pursuant to the terms of a satellite purchaseagreement, whether such satellite is in the process of manufacture, has beendelivered for launch or is in orbit (whether or not in operational service)(collectively, the “Satellites”);          (B) ground segment equipment for tracking, telemetry, control and monitoringof the Satellites and for the receipt of raw imagery and data from the Satelliteand owned by any Grantor;          (C) to the extent not otherwise included in the foregoing clauses (A) and (B),all Equipment in all of its forms, including, without limitation, all machinery,apparatus, installation facilities, satellites, tools, motor vehicles, vessels,aircraft having a value in excess of $1.0 million individually, furniture andfixtures, and all parts thereof and all accessions thereto and all software relatedthereto, including, without limitation, software that is imbedded in and is part ofthe Equipment, in each case wherever located, and whether on earth or in (or intransit to or from) orbit;          (ii) all Inventory in all of its forms, including, without limitation, (1) all rawmaterials, work in process, finished goods and materials used or consumed in themanufacture, production, preparation or shipping thereof, (2) goods in which such Grantorhas an interest in mass or a joint or other interest or right of any kind (including,without limitation, goods in which such Grantor has an interest or right as consignee) and(3) goods that are returned to or repossessed or stopped in transit by such Grantor, and allaccessions thereto and products thereof and documents therefor, and all software relatedthereto, including, without limitation, software that is imbedded in and is part of theInventory;          (iii) all rights, claims and benefits of such Grantor against any Person arising outof, relating to or in connection with Inventory or Equipment purchased by
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such Grantor, including, without limitation, any such rights, claims or benefits against any Personstoring or transporting such Inventory or Equipment;     (iv) all contracts or agreements to which any Grantor is a party, including,without limitation, the following:     (A) each satellite construction contract; and     (B) each data licensing, distribution or other agreement between any Grantorand licensees, customers or distributors;in each case as such contracts or agreements may be amended, amended and restated, supplemented orotherwise modified from time to time (collectively, the “Assigned Agreements”), including,without limitation, (v) all rights of such Grantor to receive moneys due and to become due under orpursuant to the Assigned Agreements, including agreements with the National Geospatial-IntelligenceAgency, (w) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty orguaranty with respect to the Assigned Agreements, (x) all rights to receive property, assets,services or other performance thereunder, (y) claims of such Grantor for damages arising out of orfor breach of or default under the Assigned Agreements and (z) the right of such Grantor toterminate, amend, supplement, modify or waive performance under the Assigned Agreements, to performthereunder and to compel performance and otherwise exercise all remedies thereunder (collectively,the “Agreement Collateral”);     (v) all Governmental Approvals now or hereafter held in the name, or for the benefit, ofany Grantor or any Subsidiary of any Grantor;     (vi) all Accounts, Chattel Paper (including, without limitation, Tangible Chattel Paperand Electronic Chattel Paper), Documents, Goods, Instruments (including, without limitation,Promissory Notes), Investment Property, Deposit Accounts, Commodity Accounts, Letter of CreditRights and General Intangibles (including, without limitation, Payment Intangibles), and otherrights to payment of any kind, whether or not arising out of or in connection with the sale orlease of goods or the rendering of services and whether or not earned by performance, and allrights now or hereafter existing in and to all supporting obligations and in and to all securityagreements, mortgages, Liens, leases, Letters of Credit and other contracts securing or otherwiserelating to the foregoing property;     (vii) the following (collectively, the “Intellectual PropertyCollateral”):     (A) all of such Grantor’s United States, international and foreign patents, patentapplications and utility models, including, without limitation, the patents and patentapplications set forth in Schedule I hereto (as such Schedule I may be supplemented fromtime to time by supplements to this Agreement (an “IP Security AgreementSupplement”), executed and delivered by such Grantor to the Collateral Agent from timeto time), together with all reissues, divisions, continuations, continuations-in-part,extensions and reexaminations thereof, all inventions therein, all rights therein providedby international treaties or
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conventions and all improvements thereto, and all other rights of any kind whatsoever ofsuch Grantor accruing thereunder or pertaining thereto (collectively, the“Patents”);     (B) all of such Grantor’s trademarks (including, without limitation, service marks),certification marks, collective marks, trade dress, logos, domain names, product configurations,trade names, business names, corporate names and other source identifies, whether or notregistered, whether currently in use or not, including, without limitation, all common law rightsand registrations and application for registration thereof, including, without limitation, thetrademark registrations and trademark applications set forth in Schedule II hereto (as suchSchedule II may be supplemented from time to time by IP Security Agreement Supplements executed anddelivered by such Grantor to the Collateral Agent from time to time), and all other marksregistered in the United States Patent and Trademark Office (the “PTO”) or in any office or agencyof any state or territory of the United States or any foreign country (but excluding anyapplications for trademarks or service marks filed in the PTO pursuant to 15 U.S.C. §1051 Section1(b) unless and until evidence of use of the mark in interstate commerce is submitted to the PTOpursuant to 15 U.S.C. §1051 Section 1(c) or Section 1(d)), and all rights therein provided byinternational treaties or conventions, all renewals of any of the foregoing, together in each casewith the goodwill of the business associated therewith and symbolized thereby, and all rightscorresponding thereto throughout the world, and all other rights of any kind whatsoever of suchGrantor accruing thereunder or pertaining thereto (collectively, the “Trademarks”);     (C) all of such Grantor’s copyrights, copyright applications, copyright registrations and likeprotections in each of such Grantor’s works of authorship, whether statutory or common law, whetherpublished or unpublished, any renewals or extensions thereof, all copyrights of works based on,incorporated in, derived from, or relating to works covered by such copyrights, including, withoutlimitation, the copyright registrations and copyright applications set forth in Schedule III hereto(as such Schedule III may be supplemented from time to time by IP Security Agreement Supplementsexecuted and delivered by such Grantor to the Collateral Agent from time to time), together withall rights corresponding thereto throughout the world and all other rights of any kind whatsoeverof such Grantor accruing thereunder or pertaining thereto (collectively, the “Copyrights”);     (D) all of such Grantor’s rights in proprietary information, including, without limitation,knowhow, trade secrets, proprietary and confidential manufacturing and production processes andtechniques, research and development information, technical data, plans, blueprints, designs,models, surveys, architectural, structural, mechanical and engineering plans and specifications,studies, reports and drawing, test reports, manuals, financial, marketing and business data,pricing and cost information, business and
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marketing plans and customer and supplier lists and information (collectively, the“Trade Secrets”);     (E) all of such Grantor’s rights in software, including, without limitation, computersoftware programs and databases (including, without limitation, source code, object codeand all related applications and data files), firmware, and documentations and materialsrelating thereto, and all rights with respect to the foregoing, together with any and alloptions, warranties, service contracts, program services, test rights, maintenance rights,improvement rights, renewal rights and indemnifications and any substitutions,replacements, additions or model conversions of any of the foregoing (collectively, the“Computer Software”);     (F) all licenses or agreements to which such Grantor is a party, whether granting orobtaining rights to use the Patents, Trademarks, Copyrights, Trade Secrets or ComputerSoftware, or granting or obtaining rights to use the patents, trademarks, copyrights, tradesecrets, computer software or other proprietary right of any other Person, and all income,royalties and other payments now or hereafter due and/or payable to such Grantor withrespect thereto, subject, in each case, to the terms of such license agreements andfranchise agreements (collectively, the “Licenses”); and     (G) any and all claims for damages for past, present and future infringement,misappropriation or breach with respect to the Patents, Trademarks, Copyrights, TradeSecrets, Computer Software or Licenses (collectively, “Intellectual Property”),with the right, but not the obligation, to sue for and collect, or otherwise recover, suchdamages;     (viii) the following:     (A) all Promissory Notes, certificates of deposit, Deposit Accounts, Checks and otherInstruments held in the possession of the Collateral Agent; and     (B) all interest, dividends, distributions, cash, instruments and other propertyfrom time to time received, receivable or otherwise distributed in respect of or inexchange for any or all of the Deposit Accounts;     (ix) all Commercial Tort Claims described in Schedule IV hereto;     (x) all books and records (including, without limitation, customer lists, credit files,computer programs, software, printouts and other computer materials and records) of such Grantorpertaining to any of the Collateral;     (xi) all insurance policies, whether owned by or payable to such Grantor, insuring againstany risk whatsoever (including, without limitation, casualty, property damage, liability anddeath), including, without limitation, all such policies required to be maintained under Section4.15 of the Indenture with respect to any
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Satellite or any other property of such Grantor, all loss proceeds and other amounts payablethereunder to such Grantor, any indemnity, warranty or guaranty in respect of the propertyinsured thereby, and all eminent domain or similar proceeds or awards with respect theretoand all other rights of such Grantor with respect thereto (collectively, the “InsuranceCollateral”);     (xii) the following:       (A) the shares of Capital Stock listed opposite such Pledgor’s name onSchedule VI hereto and any other or additional shares acquired by such Pledgorafter the date hereof (collectively, the “Pledged Stock”); and       (B) the notes listed opposite such Pledgor’s name on Schedule VII hereto andany other or additional notes acquired by such Pledgor after the date hereof(collectively, the “Pledged Notes” and, together with the Pledged Stock, the“Pledged Securities”);     (xiii) the Satellite Construction Collateral Account;     (xiv) the Event of Loss Collateral Account;     (xv) all Proceeds, products, offspring, rents, profits, royalties, revenues, issues,income, benefits, accessions, additions, substitutions and replacements of and to any of theproperty of such Grantor described in the preceding clauses (i) through (xiv) of thisSection (including, without limitation, all causes of action, claims, warranties andguaranties now or hereafter held by any Grantor in respect of any of the items listedabove);provided that notwithstanding anything to the contrary in this Agreement, this Agreementshall not constitute a grant of a security interest in, and the term “Collateral” shall notinclude, the following: (A) leasehold interests in real property and vehicles and other assets inwhich a security interest hereunder may be perfected only through compliance with a non-UCCcertificate of title statute of any state of the United States of America or of the District ofColumbia (but not including proprietary technology or Satellite assets or ground segment equipmentrelated thereto), (B) any Governmental Approval which by its terms or by operation of law wouldbecome void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if asecurity interest therein was granted hereunder, and any Governmental Approval as to which thegrant of a Lien or direct security interest is prohibited by or cannot be recognized underapplicable law to the extent necessary so as to avoid such voidness, avoidability, terminability,revocability or prohibition, but the Collateral shall include, to the maximum extent permitted bylaw, all rights of such Grantor incident or appurtenant to such Governmental Approval and the rightof such Grantor to receive all proceeds derived from or in connection with the sale, assignment ortransfer of such Governmental Approval, (C) items as to which a security interest cannot be grantedwithout violating contract rights (provided that the Issuer will use commerciallyreasonable efforts to obtain any necessary consent with respect to any after-acquired property) orapplicable law, (D) any property subject to Liens securing Vendor Financing or the obligationsdescribed in clauses (2), (7), (17), (21) or (28) of
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Permitted Liens, (E) more than 66% of the total combined voting power of all classes of issued andoutstanding Capital Stock of any Subsidiary not formed under the laws of the United States ofAmerica, any state thereof or the District of Columbia, that is entitled to vote, (F) any assets inwhich a security interest therein is prohibited by any law, rule or regulation applicable to suchasset or to any Pledgor except to the extent that such applicable law or provisions of any suchlease, license or agreement is ineffective under applicable law or would be ineffective underSections 9-406, 9-407, 9-408 or 9-409 of the UCC to prevent the attachment of the security interestgranted hereunder or (G) such portion (if any) of any Pledged Securities consisting of CapitalStock of any Subsidiary of the Issuer to the extent that Rule 3-16 of Regulation S-X under theSecurities Act requires or would require the filing with the SEC of separate financial statementsof such Subsidiary that are not otherwise required to be filed, but only to the extent necessarynot to be subject to such requirement.          (b) If from time to time any Collateral consisting of: cash, cash equivalents, DepositAccounts, Securities Accounts or other pledges or deposits of cash and cash equivalents of anyGrantor are pledged by such Grantor to secure the obligations described in clauses (2), (3), (12),(21) or, solely to the extent relating to cash hedges, (25) of Permitted Liens; then the Liencreated pursuant to this Agreement in such Collateral shall be immediately and automaticallyreleased, without any consent of the Collateral Agent or the other Secured Parties, but only to theextent of such other Liens or security interests, and only for so long as the same are in effect,and the Collateral Agent, at the request and sole expense of such Grantor, shall cooperate withsuch Grantor to confirm all releases or other documents reasonably necessary or desirable toevidence the release of such Collateral from the Liens; provided that, prior to confirmingany such release or other document, the Collateral Agent shall have received from such Grantor anOfficers’ Certificate and an Opinion of Counsel to the effect that any such action is authorized orpermitted by this Agreement.          (c) Secured Obligations*.*The Collateral hereunder constitutes and will constitutecontinuing security for the prompt and complete performance and payment when due (whether at statedmaturity, by acceleration or otherwise) of:          (i) all Secured Obligations with respect to the Secured Obligation Documents,including without limitation all principal of and interest on the Notes and payment of allamounts owing under the Guarantees, whether now existing or hereafter arising; and          (ii) all other additional Secured Obligations.     Section 3. *Grantors Remain Liable*. Anything herein to the contrary notwithstanding, (a)each Grantor shall remain liable under the contracts and agreements included in such Grantor’sCollateral to the extent set forth therein to perform all of its duties and obligations thereunderto the same extent as if this Agreement had not been executed, (b) the exercise by the CollateralAgent of any of the rights hereunder shall not release any Grantor from any of its duties orobligations under the contracts and agreements included in the Collateral and (c) neither theCollateral Agent nor any other Secured Party shall have any obligation or liability under thecontracts and agreements included in the Collateral by reason of this Agreement or any otherSecured Obligation Document, nor shall the Collateral Agent or any other Secured
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Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to takeany action to collect or enforce any claim for payment assigned hereunder.     Section 4. *Representations and Covenants of the Grantors*.          (a) Location of Chief Executive Offices; Domicile; OrganizationalIdentification Number. Each Grantor agrees that it will not change its name, organizationalidentification number (if any) or the jurisdiction of its organization without providing priorwritten notice to Collateral Agent.          (b) Ownership of Collateral.          (i) Each Grantor represents that it is the owner of the Collateral of such Grantorfree from any adverse Lien, security interest or encumbrance, except for Permitted Liens. Noeffective financing statement or other instrument similar in effect covering all or any partof such Collateral or listing such Grantor or any trade name of such Grantor as debtor is onfile in any recording office (including, without limitation, the United States Patent andTrademark Office and the United States Copyright Office), except such as may have been filedin favor of the Collateral Agent relating to the Collateral or as otherwise permitted underthe Secured Obligation Documents.          (ii) Except for the security interests herein granted and except for PermittedLiens, each Grantor shall be the owner of the Collateral of such Grantor free of any Liensor other encumbrances, and such Grantor shall defend the same against all claims and demandsof all persons other than holders of Permitted Liens at any time claiming the same or anyinterest therein adverse to the Collateral Agent and/or the other Secured Parties. Except asnot prohibited by the Secured Obligation Documents, such Grantor shall not pledge, mortgageor create or suffer to exist a security interest in the Collateral of such Grantor in favorof any person other than the Collateral Agent and the other Secured Parties.          (c) Maintenance of Collateral. At any time after the occurrence and during thecontinuance of an Event of Default (as defined below), the Collateral Agent may inspect theCollateral at any reasonable time and upon reasonable notice, wherever located. At any time afterthe occurrence and during the continuation of an Event of Default, in its discretion, theCollateral Agent may, upon receiving the direction of the Instructing Secured Parties by an Act ofInstructing Secured Parties, discharge taxes and other encumbrances at any time levied or placed onthe Collateral, which remain unpaid in violation of the Secured Obligation Documents, make repairsthereof and pay any necessary filing fees incurred in connection with the perfection, protection orenforcement of Collateral Agent’s rights hereunder. Each Grantor agrees to reimburse the CollateralAgent, promptly upon receipt of a reasonably detailed written invoice therefore, for any and allexpenditures so made, and until paid, the amount thereof shall be a debt secured by the Collateralof such Grantor. The Collateral Agent shall have no obligation to any Grantor to make any suchexpenditures, nor shall the making thereof relieve such Grantor of any default.
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          (d) Creation and Perfection of Lien. (i) Each Grantor represents and warrantsto the Collateral Agent and the other Secured Parties and covenants with the CollateralAgent and the other Secured Parties that this Agreement creates a valid security interest inthe Collateral of such Grantor in favor of the Collateral Agent as security for the paymentand performance of the Secured Obligations. Upon (A) the filing of (1) a UCC-1 financingstatement against each Grantor in the jurisdiction of organization of such Grantor under theUCC as the same may be in effect from time to time in the jurisdiction of organization ofsuch Grantor and (2) in respect of Intellectual Property Collateral consisting ofregistrations and applications, the Grant of Security Interest in Intellectual PropertyAgreements substantially in the form attached hereto as Attachment A with the UnitedStates Patent and Trademark Office and the United States Copyright Office, as applicable(provided that additional filings may be required to perfect the Collateral Agent’s and theother Secured Parties’ security interest in such of the Collateral consisting ofapplications or registrations for Intellectual Property registered outside of the UnitedStates), in each case naming such Grantor as debtor and the Collateral Agent, for itself andfor the benefit of the other Secured Parties, and (B) the payment of all applicable fees,all filings will have been made and all other actions will have been taken that arenecessary or advisable under the UCC, to establish and perfect the Collateral Agent’ssecurity interest in such of the Collateral as to which a security interest may be perfectedby filing under the UCC, and such security interest shall remain prior to all other Liens,except those not prohibited by the Secured Obligation Documents. No further filings,recordings or other actions are or will be necessary to maintain the priority of suchsecurity interest with respect to such Collateral other than the filing of UCC continuationstatements within six months prior to the expiration of a period of five years after theoriginal filing and any amendments that may be required from time to time to maintain thevalidity and/or sufficiency of such filing under the UCC.          (ii) Upon the delivery of the certificates and/or instruments representing thePledged Securities, together with corresponding stock powers, allonges or other appropriateinstruments of assignment executed in blank, to the Collateral Agent pursuant to Section4(j) hereof, the Collateral Agent shall have a valid first priority Lien upon and perfectedsecurity interest in such Pledged Securities and the proceeds thereof, subject to no priorsecurity interest, Lien charge or encumbrance, or to any agreement purporting to grant toany third party a security interest in the property or assets of such Pledgor which wouldinclude its Pledged Securities, except as otherwise not prohibited by the Secured ObligationDocuments.          (e) No Further Actions. Except for the filings referred to in paragraph (d) above, noconsent, authorization, approval or other action by, and no notice of filing with, any governmentalauthority or regulatory body or other Person that has not been received, taken or made is required(i) for the grant by the Grantors of the security interest granted hereby or for the execution,delivery or performance of this Agreement by the Grantors, (ii) for the perfection and maintenanceof the security interest hereunder (including the first priority nature of such security interest)to the extent such security interest may be perfected by such filings referred to in paragraph (d)above, or (iii) except as provided in Section 23, for the exercise by the Collateral Agent and/orthe other Secured Parties of the rights or the remedies in respect of the Collateralpursuant to this Agreement.
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          (f) [Reserved.]          (g) Cooperation. Each Grantor agrees, after the occurrence and during the continuationof an Event of Default, to take any actions that the Collateral Agent, at the direction of theInstructing Secured Parties by an Act of Instructing Secured Parties, may reasonably request inorder to enable the Collateral Agent and the other Secured Parties to obtain and enjoy the fullrights and benefits granted to them by this Agreement or the Indenture. Each Grantor furtherconsents, after the occurrence and during the continuation of an Event of Default, to the transferof control or assignment of all or any portion of the Collateral of such Grantor to any purchaserof the Collateral of such Grantor pursuant to any public or private sale, judicial sale,foreclosure or exercise of other remedies available to the Collateral Agent and/or the otherSecured Parties as permitted by this Agreement or the Indenture, applicable law or otherwise,subject to the receipt of any required Governmental Approvals.          (h) Access to Books and Records and the Collateral. Each Grantor shall permit theCollateral Agent’s representatives to have access to its books and records and the Collateral fromtime to time (which shall be during regular business hours), as requested by such Person, forpurposes of examination, verification, inspection, and appraisal thereof and/or any other purposepermitted by the Secured Obligation Documents. Except after the occurrence of a Default or an Eventof Default, the Collateral Agent shall give such Grantor at least one Business Day’s telephonicnotice before exercising the rights granted in the preceding sentence.          (i) Intellectual Property. As to each Grantor and such Grantor’s IntellectualProperty:          (i) Grantor’s Rights. The use by such Grantor of any Intellectual PropertyCollateral and the conduct of each Grantor’s business does not misappropriate, violate orinfringe the intellectual property rights of any third party, and no claim has been assertedin writing that the use of such Intellectual Property Collateral does or is likely tomisappropriate, violate or infringe the intellectual property rights of any third party, ineach case, except as would not have a Material Adverse Effect.          (ii) Ownership. Without limiting the generality of Section 5(b), exceptwhere the failure to do so would not have a Material Adverse Effect, such Grantor is theexclusive owner of the entire and unencumbered right, title and interest in and to anyIntellectual Property Collateral owned by such Grantor and is entitled to use all suchIntellectual Property Collateral without limitation, subject only to (A) the license termsof the Licenses and (B) applicable law.          (iii) Identification of Intellectual Property. Set forth on Schedule Ihereto is a complete and accurate list of all of the U.S. and material foreign patents andpatent applications owned by such Grantor. Set forth on Schedule II hereto is a complete andaccurate list of all of the U.S. and material foreign Trademark registrations andapplications owned by such Grantor. Set forth on Schedule III hereto is a complete andaccurate list of all U.S. and material foreign Copyright registrations and applicationsowned by such Grantor. Such Grantor has made all necessary filings and recordations toprotect and maintain its interest in the material patents, patent applications, Trademark
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registrations and applications and Copyright registrations and applications set forth onSchedules I, II and III hereto (collectively, the “Scheduled Assets”).          (iv) Validity of Intellectual Property Collateral. To such Grantor’sknowledge, each of the material Scheduled Assets is subsisting and has not been adjudgedinvalid, expired or unenforceable, in whole or in part, and is valid and enforceable. As ofthe date hereof, each material License of each Grantor is, to such Grantor’s knowledge,subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and isvalid and enforceable except as would not have a Material Adverse Effect. Except as wouldnot have a Material Adverse Effect, no Grantor is aware of any uses of any item ofIntellectual Property Collateral which would be expected to lead to such item becominginvalid or unenforceable.          (v) Proper Notice. Except where the failure to do so would not have aMaterial Adverse Effect, such Grantor has used the required applicable statutory notice inconnection with its use of the material patents, registered trademarks and service marks,and copyrights set forth on Schedules I, II and III.          (vi) No Outstanding Claims. To each Grantor’s knowledge, no claim has beenmade in writing, threatened to or by any Grantor, that any item of Intellectual PropertyCollateral is invalid or unenforceable, except as would not have a Material Adverse Effect.To such Grantor’s knowledge, there is currently no infringement or other violation of anyitem of Intellectual Property Collateral by any Person, except as would not have a MaterialAdverse Effect.          (vii) Quality Control. Such Grantor has taken commercially reasonable stepsto use consistent standards of quality in the manufacture, distribution and sale of allproducts sold and the provision of all services provided under or in connection with any ofthe material Trademarks included in the Intellectual Property Collateral, and has takencommercially reasonable steps to ensure that all licensed users of any of the materialTrademarks included in the Intellectual Property Collateral, use such consistent standardsof quality, in each case, except where the failure to do so would not have a MaterialAdverse Effect.          (j) Pledged Securities. As to each Pledgor and such Pledgor’s PledgedSecurities:          (i) Certificates and Instruments of Assignment. At such times as thecertificates and/or instruments representing the Pledged Securities (whether now existing orhereafter received as a result of stock dividends, stock splits, workouts, reorganizations,restructurings or otherwise) are delivered to the Collateral Agent in accordance with thisAgreement, such certificates and/or instruments shall be accompanied by stock powers,allonges or other appropriate instruments of assignment with respect thereto duly executedin blank by the respective Pledgor as the registered owner of its Pledged Securities.
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          (ii) Ownership. Such Pledgor is the legal, beneficial and record owner andhas good title to all of its Pledged Securities free and clear of all claims, mortgages,pledges, Liens, hypothecation, security interests and other encumbrances of every naturewhatsoever except to or in favor of the Collateral Agent and the Secured Parties hereunderand otherwise permitted to exist pursuant to the Secured Obligation Documents.          (iii) Validity of Shares. All of the shares of its Pledged Stock have beenduly and validly issued and are fully paid and non-assessable.          (iv) No Purchase Rights. Except as set forth in Schedule VIII hereto, thereare presently outstanding no options, warrants or other rights to purchase or acquire anyadditional shares of the Pledged Stock of any of such Pledgor.          (v) No Default. To the knowledge of such Pledgor, there is no default,breach, violation or event of acceleration existing under the Pledged Notes (if any) and noevent has occurred or circumstance exists which, with the passage of time or the giving ofnotice, or both, would constitute a default, breach, violation or event of accelerationunder the Pledged Notes (if any), in each case, except as would not have a Material AdverseEffect.          (vi) Authority. Such Pledgor has and has duly exercised full power andauthority to enter into this Agreement and to pledge its Pledged Securities as hereincontemplated.          (k) Control Agreements. Grantors shall use commercially reasonable efforts tosubject all deposit accounts and securities accounts with average balances in excess of $7,500,000to a control agreement in favor of the Collateral Agent. The Collateral Agent shall have noobligation to execute and deliver any control agreement that imposes any indemnity or otherobligations on the Collateral Agent.     Section 5. *Covenants and Further Assurances*.          (a) Each Grantor at its sole cost and expense agrees to file, record, execute,acknowledge and deliver to the Collateral Agent from time to time as necessary or at its requestall documents and instruments, including financing statements and supplemental security agreements,and to take all action as may be necessary in order to assure, perfect, transfer and confirm therights conveyed by the Security Documents, including without limitation, the execution of stocktransfer orders, stock powers, notifications to obligors on its Pledged Securities, the providingof notification in connection with the book entry security or general intangibles and the providingof instructions to issuers of uncertificated securities or financial intermediaries, and will doall such other acts as may be necessary or as the Collateral Agent and/or the Instructing SecuredParties may reasonably request with respect to the perfection and protection of the securityinterest granted herein and the security interest effected hereby to perfect or otherwise protectthe security interest and the Lien created hereby, to the extent permitted by applicable law.
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          (b) Each of the Grantors agrees that it shall not (i) sell, license, assign (by operation oflaw or otherwise), transfer or otherwise dispose of, or grant any option with respect to, any ofthe Intellectual Property Collateral, or any portion thereof, or any interest therein, except aspermitted by the Secured Obligation Documents, and except for Intellectual Property Collateralwhich is not material to the business of such Grantor or not commercially viable to maintain, or(ii) create or suffer to exist any Lien upon or with respect to any of the Intellectual PropertyCollateral, except for Liens not prohibited by the Secured Obligation Documents and for the pledge,assignment and security interest created by this Agreement.          (c) Without limiting the generality of Section 5(a) above, each Grantor will, upon thereasonable request of the Collateral Agent or if necessary to perfect or maintain the perfection ofthe Collateral Agent’s security interest therein or to preserve its Lien thereon, with respect tothe Intellectual Property Collateral owned by such Grantor, execute and file such financing orcontinuation statements, or amendments thereto, and such other instruments or notices, as may bereasonably necessary, or as the Collateral Agent may reasonably request, in order to perfect andpreserve in the United States the pledge, Lien, priority and security interest granted or purportedto be granted hereby, including, without limitation, one or more Grants of Security Interest inIntellectual Property Rights Agreements substantially in the form attached hereto as Attachment A,and any updates or amendments thereto.          (d) Each Grantor will furnish to the Collateral Agent from time to time statements andschedules further identifying and describing the Intellectual Property Collateral and such otherreports in connection with the Intellectual Property Collateral as the Collateral Agent mayreasonably request, all in reasonable detail.          (e) Each Grantor acknowledges and agrees that, if it obtains an ownership interest in anypatent, patent application, Trademark registration or application, Copyright registration orapplication, or any interest in a License or other intellectual property, which is not now a partof the Intellectual Property Collateral (the “New Collateral”), (i) the provisions ofSection 2 will automatically apply thereto, and (ii) any such New Collateral (together with thegoodwill of the business connected with the use of any Trademark that is included in the NewCollateral) will automatically become part of the Intellectual Property Collateral;provided that (i) to the extent the consent of any other party to any such License isrequired, under the terms thereof, for the collateral assignment thereof, or to the extent that anysuch License otherwise prohibits the creation of a security interest therein, then this Agreementshall not affect any collateral assignment of (or otherwise be applied so as to cause a defaultunder) such License for so long as (but only for so long as) such consent would be required and hasnot been obtained and (ii) any New Collateral shall exclude any applications for trademarks orservice marks filed in the PTO pursuant to 15 U.S.C. §1051 Section 1(b) unless and until evidenceof use of the mark in interstate commerce is submitted to the PTO pursuant to 15 U.S.C. §1051Section 1(c) or Section 1(d). Each Grantor further agrees that it shall deliver to the CollateralAgent a written report, in reasonable detail, on an annual basis concurrent with the delivery ofthe audited financial information, setting forth each new patent, patent application, Trademarkregistration or application, and Copyright registration or application that such Grantor has filed,acquired or otherwise obtained in the U.S. during the preceding annual reporting period. SuchGrantor authorizes the Collateral Agent to modify this Agreement by amending Schedules I, II andIII hereto (and shall reasonably cooperate with the Collateral Agent in effecting any such
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amendment) to include any patent, patent application, Trademark registration or application,Copyright registration or application, License or other New Collateral which becomes part of theIntellectual Property Collateral.          (f) With respect to each material patent, patent application, Trademark registration orapplication, Copyright registration or application set forth in Schedule I, II or III hereto (asamended from time to time), each Grantor agrees to take reasonably necessary steps, including,without limitation, in the United States Patent and Trademark Office and the United StatesCopyright Office or in any court, to (i) maintain each such patent, Trademark or Copyrightregistration, and (ii) pursue the prosecution of each such patent application, Trademark orCopyright application now or hereafter included in the Intellectual Property Collateral, including,without limitation, the filing of responses to office actions issued by the United States Patentand Trademark Office, the filing of affidavits under Sections 8 and 15 of the United StatesTrademark Act, the filing of divisional, continuation, continuation-in-part and substituteapplications, the filing of applications for re-issue, renewal or extensions, the payment ofmaintenance fees, and the participation in interference, reexamination, opposition, cancellation,infringement and misappropriation proceedings, except in each case to the extent that the relevantGrantor shall have first determined in its sound and reasonable business judgment that suchmaintenance or prosecution of the same is no longer desirable in the conduct of such Grantor’sbusiness or that such Intellectual Property Collateral is not material to such Grantor’s business.Any and all expenses incurred in connection with such activities will be borne by such Grantor.          (g) In the event that any Pledgor receives or acquires any additional or substitute shares ofCapital Stock of any Person of any class or any additional or substitute note or is owed any otherdebt that Pledgor may elect to be evidenced by a note, such Pledgor shall promptly pledge anddeliver to the Collateral Agent certificates representing all such shares and such notes orinstruments representing such other debt owed to it as additional security for the SecuredObligations. All such shares, notes and instruments shall constitute Pledged Securities and aresubject to all provisions of this Agreement.          (h) From and after the date hereof, if the Issuer or any Grantor acquires any propertywhich is of a type constituting Collateral under this Agreement or any other Security Document, itshall as soon as practicable after the acquisition thereof, execute and deliver such securityinstruments, financing statements, Mortgages and such certificates and opinions of counsel as arerequired under the Indenture and this Agreement to vest in the Collateral Agent a perfectedsecurity interest (subject only to Permitted Liens) in such after-acquired property and to havesuch after-acquired property added to the Collateral, and thereupon all provisions of the Indenturerelating to the Collateral shall be deemed to relate to such after-acquired property to the sameextent and with the same force and effect.          (i) On or prior to the date on which any other Additional Secured Debt Documents areexecuted or the date on which any other Additional Secured Debt contemplated thereby is incurred,the Grantors shall (i) cause any other Representatives for Additional Secured Debtholders to enterinto the Pari Passu Intercreditor Agreement, (ii) enter into supplemental Security Documents,pursuant to which the Grantors shall grant to the Collateral Agent, for the ratable benefit of theSecured Parties, a security interest in any assets or property of the Grantors
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not otherwise granted under the Indenture prior to such date to the extent the Grantors grant asecurity interest in such assets to the Representative for Additional Secured Debtholders or anyAdditional Secured Debtholders; such supplemental Security Documents shall contain such additionalcustomary covenants, representations, conditions (including delivery of customary legal opinions)and other provisions relating to such additional assets or the granting of such security interestas the Collateral Agent may reasonably request, and (iii) enter into and file such otheragreements, amendments, financing statements or other documents as the Collateral Agent shallreasonably request in furtherance of the foregoing or as are necessary in order to comply with therequirements of this Agreement and any supplemental Security Documents.          (j) The Collateral Agent shall enter into the (i) Pari Passu Intercreditor Agreement uponreceipt of an Officers’ Certificate from the Issuer certifying that Additional Secured Debt hasbeen incurred as permitted under the Secured Obligation Documents and (ii) Junior LienIntercreditor Agreement upon receipt of any Officers’ Certificate from the Issuer certifying thatJunior Lien Collateral Indebtedness has been incurred as permitted under the Secured ObligationDocuments.     Section 6. *Power of Attorney*. Each Grantor hereby irrevocably appoints the CollateralAgent as such Grantor’s attorney-in-fact, effective at all times subsequent to the occurrence of anEvent of Default, and during the continuance thereof, with full authority in the place and stead ofsuch Grantor and in the name of such Grantor or otherwise, to take any action and to execute anyinstrument which the Collateral Agent may deem necessary or advisable to accomplish the purpose ofthis Agreement, including, without limitation, the power and right (i) to endorse such Grantor’sname on any checks, notes, acceptances, money orders, drafts, filings or other forms of payment orsecurity of such Grantor that may come into the Collateral Agent’s possession, and (ii) to do allother things which the Collateral Agent then determines to be necessary to carry out the terms ofthis Agreement; provided that the Collateral Agent acknowledges that applicable law doesnot permit the grantee of a power of attorney to execute any application, report, document or otherinstrument to be filed with the Federal Communications Commission on behalf of and in place of theparty granting such power of attorney. Each Grantor ratifies and approves all acts of suchattorney-in-fact. The power conferred on the Collateral Agent hereunder is solely to protect theCollateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not imposeany duty upon the Collateral Agent to exercise such power. This power of attorney is coupled withan interest and may not be revoked by any Grantor while any Secured Obligations are owing to theCollateral Agent or the other Secured Parties.     Section 7. *Special Provisions Relating to Certain Collateral*.          (a) [Reserved].          (b) Intellectual Property. For the purpose of enabling the Collateral Agent toexercise rights and remedies under Section 8 of this Agreement at such time as the Collateral Agentshall be lawfully entitled to exercise such rights and remedies, and for no other purpose, eachGrantor hereby grants to the Collateral Agent, to the extent assignable, licensable, sublicensable,and/or permitted under the Licenses, an irrevocable, non-exclusive license (exercisable withoutpayment of royalty or other compensation to such Grantor) to use, assign,
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license or sublicense any of the Intellectual Property now owned or hereafter acquired by suchGrantor, wherever the same may be located, including in such license reasonable access to all mediain which any of the licensed items may be recorded or stored and to all computer programs used forthe compilation or printout thereof, provided that (i) such license shall be subject to theexclusive rights of any licensee under a license granted prior to such time, to the extent suchlicense was in effect as of the date hereof, and (ii) any sublicenses duly granted by theCollateral Agent under this license shall survive in accordance with their terms.          (c) Accounts Receivable. Until the Collateral Agent elects at the direction of theInstructing Secured Parties by an Act of Instructing Secured Parties (which direction and electionmay only be made after the occurrence of an Event of Default and during the continuation thereof)that debtors on accounts receivable of any Grantor or obligors on Accounts, Chattel Paper orGeneral Intangibles of such Grantor or obligors on Instruments for which such Grantor is an obligeeor lessees or conditional vendees under agreements governing the leasing or selling by conditionalsale of Collateral of such Grantor by such Grantor, be notified of the Collateral Agent’s and otherSecured Parties’ security interest, such Grantor shall continue to collect payment thereof. Uponthe making of such an election by the Collateral Agent at the direction of the Instructing SecuredParties by an Act of Instructing Secured Parties, as and for so long as such Event of Default iscontinuing, such Grantor shall hold the proceeds received from collection of such receivables astrustee for the Collateral Agent and shall turn the same over to the Collateral Agent, or to suchother bank or Person as may be approved by the Collateral Agent, promptly upon receipt in theidentical form received. After the occurrence of an Event of Default and during the continuancethereof, the Collateral Agent may, upon receiving the direction of the Instructing Secured Partiesby an Act of Instructing Secured Parties, cause such Grantor to notify such account debtors andobligors that payment thereof is to be made directly to the Collateral Agent, and the CollateralAgent, upon receiving the direction of the Instructing Secured Parties by an Act of InstructingSecured Parties, may itself, at any time after the occurrence of an Event of Default and during thecontinuance thereof, without notice to or demand upon such Grantor, so notify such account debtorsand obligors. The making of such an election or the giving of any such notification shall notaffect the duties of such Grantor described above with respect to proceeds of collection ofaccounts receivable received by such Grantor. The Collateral Agent shall apply the proceeds of suchcollection received by the Collateral Agent in accordance with Section 6.10 of the Indenture orwith the provisions of the Pari Passu Intercreditor Agreement if it is in effect.     (d) Pledged Securities. (i) Each Pledgor hereby covenants and agreesthat it will not, except as otherwise not prohibited under the Secured Obligation Documents(A) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of itsPledged Securities; or (B) create, incur, assume or permit to exist, and will defend thePledged Securities against, and will take such other actions as are necessary to remove, anyLien or claim on or to the Pledged Securities, other than the Liens created hereby and Lienspermitted under the Secured Obligation Documents, and will defend the right, title andinterest of the Collateral Agent and the Secured Parties in and to any of the PledgedSecurities against the claims and demands of any and all Persons.
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          (ii) Provided that there exists no Event of Default and so long as each Pledgorshall be the record owner of its Pledged Securities, such Pledgor shall be entitled, to theextent permitted by applicable law, to exercise voting power and other consensual rightswith respect to its Pledged Securities; provided that in no event shall such Pledgorexercise such voting power or consensual rights in any manner contrary to or violative ofthe terms hereof or with the terms of the Secured Obligation Documents. Upon the occurrenceof an Event of Default which is continuing and notice to the applicable Grantor, theCollateral Agent and the Secured Parties shall have those rights specified in Section 8,subject to the receipt of any required Governmental Approvals.          (iii) So long as no Event of Default shall have occurred and be continuing, eachPledgor shall be entitled to receive and retain, and to utilize free and clear of the Lienhereof, any and all dividends and distributions made on the Pledged Securities, but only ifand to the extent not prohibited by the terms of the Indenture.          (e) All loss proceeds and other amounts payable under the insurance policies referenced inparagraph 2(a)(xi) hereof shall be deposited into a segregated account in the name of theapplicable Grantor at the Collateral Agent, in accordance with the terms of the Indenture.     Section 8. *Events of Default; Remedies*.          (a) (a) Subject to the terms of any applicable Intercreditor Agreement, upon theoccurrence of an Event of Default and during the continuation thereof, whether or not any of theSecured Obligations are due or the Collateral Agent has received an Act of the Instructing SecuredParties directing the Collateral Agent to so act, the Collateral Agent (i) may (on behalf of itselfand the other Secured Parties) demand, sue for, collect, or make any settlement or compromise itdeems desirable with respect to the Collateral in accordance with the terms of the Indenture and(ii) shall have full power and authority to take the following actions, subject to the receipt ofany required Governmental Approvals and the terms of the Indenture: (A) sell or otherwise disposeof the Pledged Securities or other Collateral under the Security Documents or any part thereof; (B)exercise (and it shall have the sole right to exercise) voting and other consensual rights withrespect to the Pledged Securities with respect to any and all matters and to exercise all rights topayments, conversion, exchange, subscription or otherwise with respect to the Pledged Securities;(C) exercise any and all rights and remedies ofa secured party under the UCC; and (D) take possession of and sell the Collateral or any partthereof in accordance with the terms of applicable law and the Security Documents. After theoccurrence and during the continuance of an Event of Default, all dividends and distributions madeon the Pledged Securities shall be paid over to the Collateral Agent (for itself and for thebenefit of the Secured Parties) to be held by the Collateral Agent as collateral security for theSecured Obligations.          (b) To the extent permitted by any applicable law, any sale or other disposition by theCollateral Agent, as permitted under Section 8(a) above, may be made by public or privateproceedings and may be made by one or more contracts, as a unit or in parcels, at such time andplace, by such method, in such manner and on such terms as the Collateral Agent may determine.Except as required by law, such sale or other disposition may be made without advertisement ornotice of any kind or to any person. Where reasonable notification of
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the time or place of such sale or other disposition is required by law, such requirement shall havebeen met if such notice is telegraphed, sent by facsimile, cabled or mailed, postage prepaid, atleast ten (10) days before the time of such sale or other disposition to each person entitledthereto at such person’s address as specified in Section 19 below. To the extent permitted by anyapplicable law, the Collateral Agent and/or any Secured Party may buy any or all of the PledgedSecurities upon any public or private sale thereof. To the extent permitted by any applicable law,upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaserabsolutely free from any claims or rights of whatsoever kind or nature, including any equity ofredemption or any similar rights, all such equity of redemption and any similar rights being herebyexpressly waived and released by the Pledgor thereof to the extent permitted by applicable law. Inthe event any consent, approval or authorization of any governmental agency shall be necessary toeffectuate any such sale or sales, the applicable Pledgor(s) shall execute, and hereby agree tocause the issuer of any Pledged Securities to execute, as necessary, all applications or otherinstruments as may be required; provided that the foregoing shall not obligate suchPledgor(s) to register the Pledged Securities under the Securities Act of 1933. The proceeds of anysuch sale or other disposition shall be applied to the payment of Secured Obligations in the orderof priorities set forth in Section 6.10 of the Indenture. The Pledgors jointly and severally shallbe liable for any deficiency in payment of the Secured Obligations, including all costs andexpenses of collection, custody, sale or other disposition or delivery and all other charges dueagainst the Pledged Securities, as hereinbefore enumerated.          (c) Each Pledgor recognizes that the Collateral Agent or the Secured Party may be unableto effect a public sale of all or a part of the Pledged Securities by reason of certainprohibitions contained in the Securities Act of 1933, but may be compelled to resort to one or moreprivate sales to a restricted group of purchasers who will be obliged to agree, among other things,to acquire such Pledged Securities for their own account for investment and not with a view to thedistribution or resale thereof. Each Pledgor agrees that private sales so made may be at a priceand on other terms less favorable to the seller than if such Pledged Securities were sold at publicsales, and that neither the Collateral Agent nor the Secured Party has any obligation to delay thesale of any such Pledged Securities for the period of time necessary to permit such PledgedSecurities to be registered for public sale under the Securities Act of 1933. Each Pledgor agreesthat sales made under the foregoing circumstances shall not be deemed to have been made in acommercially unreasonable manner by virtue of any sale made on terms less favorable to the sellerresulting from the private nature of the sale.     Section 9. *Marshalling*. Neither the Collateral Agent nor any Secured Party shall berequired to marshal any present or future security for (including but not limited to this Agreementand the Collateral subject to the security interest created hereby), or guarantees of, the SecuredObligations or any of them, or to resort to such security or guarantees in any particular order;and all of its rights hereunder and in respect of such securities and guaranties shall becumulative and in addition to all other rights, however existing or arising. To the extent that itlawfully may, each Grantor hereby agrees that it will not invoke any law relating to themarshalling of Collateral of such Grantor which might cause delay in or impede the enforcement ofthe Collateral Agent’s and/or any Secured Party’s rights under this Agreement or under any otherinstrument evidencing any of the Secured Obligations or under which any of the Secured Obligationsis outstanding or by which any of the Secured Obligations is secured or guaranteed, and to theextent that it lawfully may do so such Grantor hereby irrevocably
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waives the benefits of all such laws. Except as otherwise provided by applicable law, neither theCollateral Agent nor the Secured Parties shall have any duty as to the collection or protection ofthe Collateral or any income thereon, nor as to the preservation of rights against prior parties,nor as to the preservation of any rights pertaining thereto beyond the sole custody thereof, otherthan the duty to use reasonable care in the safe custody of any Pledged Securities in itspossession. Without limiting the generality of the foregoing, the Collateral Agent, although it maydo so at its option, shall be under no obligation to the Pledgors to take any steps necessary topreserve rights in the Pledged Securities against other parties.     Section 10. *Security Interest Absolute*. To the extent permitted by applicable law, theobligations of the Grantors under this Agreement shall remain in full force and effect withoutregard to, and shall not be impaired by (a) any bankruptcy, insolvency, reorganization,arrangement, readjustment, composition, liquidation or the like of any Grantor, to the extentpermitted by law; (b) any exercise or nonexercise, or any waiver, by the Collateral Agent and/orany Secured Party of any right, remedy, power or privilege under or in respect of any of theSecured Obligations or any security therefor (including this Agreement); (c) any amendment to ormodification of any instrument evidencing any of the Secured Obligations or pursuant to which anyof them were issued; (d) any amendment to or modification of any instrument or agreement (otherthan this Agreement) securing any of the Secured Obligations; or (e) the taking of additionalsecurity for or any guaranty of any of the Secured Obligations or the release or discharge ortermination of any security or guaranty for any of the Secured Obligations; and whether or not suchGrantor shall have notice or knowledge of any of the foregoing.     Section 11. *No Waiver*. No failure on the part of the Collateral Agent and/or any SecuredParty to exercise, and no delay in exercising, any right, remedy or power hereunder shall operateas a waiver thereof, nor shall any single or partial exercise by such Person of any right, remedyor power hereunder preclude any other or future exercise of any other right, remedy or power. Eachand every right, remedy and power hereby granted to the Collateral Agent and/or any Secured Partyor the future holders of any of the Secured Obligations or allowed to any of them by law or otheragreement, shall be cumulative and not exclusive of any other, and, subject to the provisions ofthis Agreement, may be exercised by the Collateral Agent and/or any Secured Party or the futureholders of any of the Secured Obligations from time to time.     Section 12. *Consents, Amendments and Waivers*. Any term of this Agreement may be amended,and the performance or observance by the Grantors of any term of this Agreement may be waived(either generally or in a particular instance and either retroactively or prospectively) only inaccordance with the terms of Article 9 of the Indenture.  Section 13. *General Provisions Concerning the Collateral Agent*.          (a) By acceptance of the benefits of this Agreement or any other Secured ObligationDocuments, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably toconsent to the appointment of, and the general provisions regarding, the Collateral Agenthereunder.
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          (b) The Collateral Agent has been appointed by the Note Holders as collateral agent pursuantto the Indenture and shall be vested with all of the attendant rights, powers, benefits, privilegesand protections set forth in the Indenture (including, without limitation, the right tocompensation under Section 7.07 thereof), all of which are incorporated herein, mutatis mutandis,as if a part hereof. Each holder of Secured Obligations by accepting the benefits of this Agreementhereby appoints The Bank of New York Mellon (or any of its successors or assigns hereunder) as itscollateral agent under this Agreement and the other Security Documents, and hereby authorizes theCollateral Agent to enter into the Aircraft Security Agreement. The actions of the Collateral Agenthereunder and under the Aircraft Security Agreement are subject to the provisions of the Indentureand of this Article 13. The Collateral Agent shall have the right hereunder and under the AircraftSecurity Agreement to make demands, to give notices, to exercise or refrain from exercising anyrights, and to take or refrain from taking action (including the release or substitution of theCollateral), in accordance with this Agreement, the Aircraft Security Agreement and the Indenture.The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall notbe liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by itin good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed inthe manner provided in the Indenture for a successor Trustee. Upon the acceptance of anyappointment as the Collateral Agent by a successor Collateral Agent, that successor CollateralAgent shall thereupon succeed to and become vested with all the rights, powers, privileges andduties of the retiring Collateral Agent under this Agreement and the Aircraft Security Agreement,and the retiring Collateral Agent shall thereupon be discharged from its duties and obligationsunder this Agreement the Aircraft Security Agreement. After any retiring Collateral Agent’sresignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted tobe taken by it under this Agreement and the Aircraft Security Agreement while it was the CollateralAgent.          (c) The Collateral Agent shall be deemed to have exercised reasonable care in the custody andpreservation of the Collateral in its possession if such Collateral is accorded treatmentsubstantially equivalent to that which the Collateral Agent, in its individual capacity, accordsits own property consisting of similar instruments or interests, it being understood that neitherthe Collateral Agent nor any of the Secured Parties shall have responsibility for taking anynecessary steps to preserve rights against any person with respect to any Collateral.          (d) The Collateral Agent shall be entitled to rely upon any written notice, statement,certificate, order or other document or any telephone message believed by it to be genuine andcorrect and to have been signed, sent or made by the proper person, and, with respect to allmatters pertaining to this Agreement, the Aircraft Security Agreement and its duties hereunder andthereunder, upon advice of counsel selected by it.     (e) If any item of Collateral also constitutes collateral granted to the Collateral Agentunder any other deed of trust, mortgage, security agreement, pledge or instrument of any type, inthe event of any conflict between the provisions hereof and the provisions of such other deed oftrust, mortgage, security agreement, pledge or instrument of any type in respect of suchcollateral, the Collateral Agent, in its sole discretion, shall select which provision orprovisions shall control.
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          (f) The powers conferred on the Collateral Agent hereunder and the Aircraft Security Agreementare solely to protect the interests of the Collateral Agent in the Collateral and shall not imposeany duty upon the Collateral Agent to exercise any such powers.          (g) Neither the Collateral Agent nor any of its officers, directors, employees or agents shallbe liable for failure to demand, collect or realize upon any of the Collateral or for any delay indoing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon therequest of any Grantor or any other person or to take any other action whatsoever with regard tothe Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts thatit actually receives as a result of the exercise of such powers, and neither it nor any of itsofficers, directors, employees or agents shall have any duty or liability or be responsible to anyGrantor for any act or failure to act hereunder, except for its own gross negligence or willfulmisconduct. The Collateral Agent shall have no duty or liability as to the taking of any necessarysteps to preserve or protect the Collateral or to preserve rights against prior parties. Nothingcontained in this Agreement shall be construed as requiring or obligating the Collateral Agent, andthe Collateral Agent shall not be required or obligated, to (i) present or file any claim or noticeor take any action with respect to any Collateral or in connection therewith or (ii) notify anyGrantor of any decline in the value of any Collateral. The Collateral Agent shall have no duty asto the collection of any Collateral in its possession or control or in the possession or control ofany agent or nominee of the Collateral Agent, or any income thereon or any other rights pertainingthereto.          (h) The Collateral Agent shall not be responsible for perfecting or maintaining theperfection of any security interest granted to it under this Agreement or the Aircraft SecurityAgreement or for filing, refiling, recording, re-recording or continuing any document, financingstatement, notice or instrument in any public office at any time or times and shall not beresponsible for seeing to the provision of insurance on or the payment of any taxes with respect toany property subject to this Agreement or the Aircraft Security Agreement.          (i) No provision of this Agreement or the Aircraft Security Agreement shall be deemed toimpose any duty or obligation on the Collateral Agent to perform any act or acts, receive or obtainany interest in property or exercise any interest in property, or exercise any right, power, dutyor obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or inwhich the Collateral Agent shall be unqualified or incompetent in accordance with applicable law,to perform any such act or acts, to receive or obtain any such interest in property or to exerciseany such right, power, duty or obligation; and no permissive or discretionary power or authorityavailable to the Collateral Agent shall be construed to be a duty.          (j) The Collateral Agent shall have the right hereunder and under the Aircraft SecurityAgreement to make demands, to give notices, to exercise or refrain from exercising any rights, andto make or refrain from taking action (including without limitation, the release or substitution ofCollateral), in each case in accordance with this Agreement or the Aircraft Security Agreement andthe Indenture.          (k) Upon retiring, the Collateral Agent shall thereupon be discharged from its duties andobligations under this Agreement and the Aircraft Security Agreement. After any retiring CollateralAgent’s resignation, the provisions of this Agreement and the Aircraft
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Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by itunder this Agreement and the Aircraft Security Agreement while it was the Collateral Agent.          (l) The Collateral Agent shall not have any liability hereunder except for its own grossnegligence or willful misconduct and under no circumstances shall the Collateral Agent be liablefor any special, punitive, exemplary or consequential damages.     (m) (i) Each Grantor jointly and severally agrees to defend, protect, indemnifyand hold the Collateral Agent and its officers, employees, shareholders, directors,successors, assigns, agents, legal advisors, and financial advisors (each individually, an“Indemnitee” and collectively, the “Indemnitees”) harmless from and againstany and all damages, losses, liabilities, obligations, penalties, fees, costs and expenses(including, without limitation, reasonable legal fees, costs and expenses of counsel) to theextent that they arise out of or otherwise result from this Agreement or the AircraftSecurity Agreement (including, without limitation, enforcement of this Agreement or theAircraft Security Agreement); provided, however, that the Grantors shall not haveany obligation under this paragraph 13(m) to any Indemnitee to the extent caused by suchPerson’s gross negligence or willful misconduct.          (ii) Each Grantor jointly and severally agrees to reimburse the Collateral Agentupon demand for the amount of any and all costs and expenses, including the reasonableout-of-pocket fees, expenses and disbursements of counsel for the Collateral Agent and ofany experts and agents, which the Collateral Agent may incur in connection with (A) thepreparation, negotiation, execution, delivery, recordation, administration, amendment,waiver or other modification or termination of this Agreement or the Aircraft SecurityAgreement, (B) the custody, preservation, use or operation of, or the sale of, collectionfrom, or other realization upon, any Collateral, (C) the exercise or enforcement of any ofthe rights of the Collateral Agent hereunder or under or the Aircraft Security Agreement or(D) services rendered as Collateral Agent.          (iii) Without limiting the application of paragraphs 13(m)(i) or (ii) hereof, eachGrantor agrees to pay, or reimburse the Collateral Agent for, any and all third party fees,costs and expenses of whatever kind or nature incurred in connection with the creation,preservation or protection of the Collateral Agent’s security interest in the Collateral,including, without limitation, all fees and taxes in connection with the recording or filingof instruments and documents in public offices, payment or discharge or any taxes or Lienupon or in respect of the Collateral, premiums for insurance with respect to the Collateraland all other fees, costs and expenses in connection with protecting, maintaining orpreserving the Collateral and the Collateral Agent’s interest therein, whether throughjudicial proceedings or otherwise, or in defending or prosecuting any actions, suits orproceedings arising out of or relating to the Collateral.          (iv) If and to the extent that the obligations of a Grantor under this paragraph13(m) are unenforceable for any reason, such Grantor hereby agrees to make the maximumcontribution to the payment and satisfaction of such obligations that is permissible underapplicable law.
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          (n) The Collateral Agent shall not be liable for any action it takes or omits to take ingood faith in accordance with the direction of the Instructing Secured Parties by an Act ofInstructing Secured Parties and shall be entitled to indemnification satisfactory to it in its solediscretion against all losses and expenses caused by taking or not taking such action; providedthat the Collateral Agent may refuse to follow any such direction that would involve it in personalliability.     Section 14. *Governing Law; Waiver of Trial by Jury*. This Agreement and all claims, disputesand matters arising hereunder or related hereto shall be governed by and construed under the lawsof the State of New York. The parties acknowledge and submit for themselves and their property inany legal action or proceeding relating to this Agreement, or for recognition and enforcement ofany judgment in respect thereof, to, the non-exclusive jurisdiction of the state and federal courtslocated within the County of New York, State of New York over controversies arising from orrelating to this Agreement, and consent that any such action or proceeding may be brought in suchcourts and waive any objection that they may now or hereafter have to the venue of any such actionor proceeding in any such court or that such action or proceeding was brought in an inconvenientcourt and agrees not to plead or claim the same. The parties agree that nothing herein shall limitthe right to sue in any other jurisdiction. The parties hereto irrevocably waive, to the fullestextent permitted by applicable law, any and all right to trial by jury in any legal proceedingarising out of or relating to this Agreement or the transactions contemplated hereby, as well asany right to claim or recover in any legal action or proceeding referred to in this Section anyspecial, exemplary, punitive or consequential damages. The Grantors hereby agree that service ofprocess in any such action or proceeding may be effected by mailing a copy thereof by registered orcertified mail (or any substantially similar form of mail), postage prepaid, to the applicableaddress referred to in Section 19 hereof or at such other address of which the Collateral Agentshall have been notified pursuant thereto. The parties agrees that nothing herein shall affect theright to effect service of process in any other manner permitted by law.     Section 15. *Parties in Interest*. All terms of this Agreement shall be binding upon andinure to the benefit of and be enforceable by the respective successors and assigns of the partieshereto; provided that, except in connection with an action not prohibited by the Indenture,no Grantor may assign or transfer its rights hereunder without the prior written consent of theCollateral Agent and the Instructing Secured Parties. Any assignment or transfer by any Grantor ofits rights hereunder that does not comply with the assignment provisions in the Indenture or is inviolation of this Agreement shall be void.     Section 16. *Counterparts*. This Agreement and any amendment hereof may be executed in anynumber of counterparts and by each party on a separate counterpart, which when so executed anddelivered shall be an original, but all of which together shall constitute one instrument. Deliveryof an executed counterpart of a signature page to this Agreement by electronic transmission shallbe effective as delivery of an original executed counterpart of this Agreement.     Section 17. *Termination*. Upon a discharge of Secured Obligations, such discharge to beevidenced to the Collateral Agent by an Officers’ Certificate of the Issuer, this Agreement and theLiens and the pledge and security interests created hereunder shall automatically terminate
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and the Collateral Agent (on behalf of itself and the Secured Parties) shall, subject to payment ofits charges, return to the Grantors, at the expense of the Grantors and without recourse orwarranty, such Collateral in the possession or control of the Collateral Agent as has nottheretofore been disposed of pursuant to the provisions hereof, together with any moneys and otherproperty at the time held by the Collateral Agent hereunder, and shall deliver to the Grantorsdocuments in recordable form (which documents shall be prepared by, and the expense thereof to beborne by, the Grantors) sufficient to discharge the Liens and security interests granted hereunder.     Section 18. *Releases*. Notwithstanding anything to the contrary herein, (i) all or a portionof the Collateral may be released from the Liens and security interests created hereby and (ii) aGrantor may be released from its obligations hereunder, in each case as provided in the Indenture.     Section 19. *Notices*. Except as otherwise expressly provided herein, notices and othercommunications shall be in writing and shall be delivered by hand or overnight courier service,mailed by certified or registered mail, or sent by fax, as follows: (a) if to the Issuer or the Grantors:    GeoEye, Inc. 21700 AtlanticBoulevard Dulles, VA 20166Facsimile: 703.450.9570  (b) if to the Collateral Agent or the Indenture Trustee:Kimberly D. Agard — Vice PresidentThe Bank of New York Mellon 101 Barclay Street, 8W New York, NY 10286          Any of the foregoing parties may specify a different or an additional address to which noticesshould be sent under this Agreement by sending other parties written notice of the new oradditional address in the manner provided in this Section.          All notices and other communications given to any party hereto in accordance with theprovisions of this Agreement shall be deemed to have been given on the Business Day of receipt ifdelivered by hand or overnight courier service or sent by fax or on the date five Business Daysafter dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed(properly addressed) to such party as provided in this Section 19 or in accordance with the latestunrevoked direction from such party given in accordance with this Section 19.     Section 20. *Additional Grantors*. Each Subsidiary of the Issuer that is required to become aparty to this Agreement from time to time subsequent to the date hereof pursuant to any SecuredObligation Document shall become a Grantor (an “Additional Grantor”) and/or Pledgor (an“Additional Pledgor”) under this Agreement for all purposes of this Agreement upon
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the execution and delivery of a joinder to this Agreement substantially in the form of Exhibit Aattached hereto. Upon delivery of any such joinder to the Collateral Agent, notice of which ishereby waived by the Grantors, each such Additional Grantor and/or Additional Pledgor shall be aGrantor and, as applicable, Pledgor, and shall be as fully a party hereto as if such AdditionalGrantor and, as applicable, Additional Pledgor were an original signatory hereof. Each Grantorand/or Pledgor expressly agrees that its obligations arising hereunder shall not be affected ordiminished by the addition or release of any other Grantor and/or Pledgor hereunder. This Agreementshall be fully effective as to any Grantor and/or Pledgor that is or becomes a party heretoregardless of whether any other Person becomes or fails to become or ceases to be a Grantor or, asapplicable, Pledgor hereunder.     Section 21. *Additional Secured Obligations*. On or after the date hereof and from time totime, upon the compliance by any Additional Secured Debtholder with the terms of Section 5.13 ofthe Pari Passu Intercreditor Agreement and Section 5(i) hereof, the Additional Secured Obligationsof such Additional Secured Debtholder shall be deemed to be Additional Secured Obligationshereunder. Each Representative for Additional Secured Debtholders agrees to the appointment of theCollateral Agent as agent for the holders of such Additional Secured Obligations, and theRepresentative for Additional Secured Obligations shall, on behalf of itself and each AdditionalSecured Debtholder it represents, be bound by this Agreement.     Section 22. *Severability*. If any term or other provision of this Agreement is invalid,illegal or incapable of being enforced by any rule of law, or public policy, all other conditionsand provisions of this Agreement will nevertheless remain in full force and effect so long as theeconomic or legal substance of the transactions contemplated hereby is not affected in any manneradverse to any party. Upon such determination that any term or other provision is invalid, illegalor incapable of being enforced, the parties hereto will negotiate in good faith to modify thisAgreement so as to effect the original intent of the parties as closely as possible in anacceptable manner to the end that the transactions contemplated hereby are fulfilled to the extentpossible.     Section 23. *Telecommunication Approvals*. Notwithstanding any other provision of thisAgreement, the Indenture or any Additional Secured Debt Documents to the contrary, no action shallbe taken hereunder by the Collateral Agent or any other Secured Party with respect to any item ofCollateral that would constitute or result in any transfer (with respect to those issued by the FCCor any other Telecommunications Authority) or assignment (with respect to those issued by NOAA) ofany Telecommunications Approvals or any change of control of the holder of any TelecommunicationsApprovals, if, under then-existing applicable law, regulations and policies, such assignment orchange of control would require the prior approval of the Telecommunications Authority issuing suchTelecommunications Approvals. If an Event of Default has occurred and is continuing, the Issueragrees to take, or to cause its Subsidiaries to take, at the Issuer’s expense, any action that isnecessary or that the Collateral Agent may reasonably request in order to obtain from suchGovernmental Body such approval as may be necessary (a) to enable the Collateral Agent to exerciseand enjoy the full rights and benefits granted to the Collateral Agent by this Agreement and eachother agreement, instrument and document delivered to the Collateral Agent in connection herewithand (b) for any action or transaction contemplated by this Agreement for which such approval is orshall be required by law, and specifically, without limitation, upon request by the CollateralAgent or
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otherwise, to prepare, sign and file with such Governmental Body the assignor’s or transferor’sportion of any application or applications for consent to the assignment of any license or transferof control necessary to appropriate under such Governmental Body’s rules and regulations, or forapproval of any sale of the Collateral provided by this Agreement by or on behalf of the CollateralAgent or assumption by the Collateral Agent of voting rights relating thereto effected inaccordance with the terms hereof.     Section 24. *Integration; Conflicts*. This Agreement and the other Secured ObligationDocuments contain and constitute the entire agreement of the parties hereto with respect to thesubject matter hereof and supersedes all prior negotiations, agreements and understandings, whetherwritten or oral, of such parties. In the event that there is a conflict between any provision ofthis Agreement and the Indenture, then the provisions of the Indenture shall control.     Section 25. *Authorization of Financing Statements*. Each Grantor authorizes the CollateralAgent to file or record financing statements and other filing or recording documents or instrumentswith respect to the Collateral in such form and in such offices as the Collateral Agent determinesappropriate to perfect the security interests of the Collateral Agent under this Agreement, andeach Grantor authorizes the Collateral Agent to use collateral descriptions such as “all personalproperty” or “all assets”, in each case “whether now owned or hereafter acquired”, words of similarimport or any other description the Collateral Agent, in its sole discretion, so chooses in anysuch financing statements.     Section 26. *Transfer of Pledged Stock and Notation on Books and Records*. Each Pledgorhereby irrevocably appoints the Collateral Agent for itself and (for the benefit of the SecuredParties) as agent to arrange for any and all transfers of its Pledged Securities as the CollateralAgent (for itself and for the benefit of the Secured Parties) may from time to time deem advisableand to assist the Collateral Agent in the transfer (solely after the occurrence of and during thecontinuance of an Event of Default and subject to the receipt of any required GovernmentalApprovals) of the Pledged Securities into the name of the Collateral Agent or its nominee at anytime and/or the provision of instructions to the issuers of uncertificated securities or financialintermediaries to initiate actions to enforce any of the Collateral Agent’s and/or Secured Parties’rights to such Pledged Securities, the foregoing appointment being deemed a power coupled with aninterest and irrevocable. The right to vote the Pledged Securities is governed by Section 7(d)(ii)of this Agreement.     Section 27. *Payment of Taxes, Charges, etc*. At any time following the occurrence or duringthe continuation of an Event of Default, if Pledgor fails to pay when due and payments have beendelinquent for thirty (30) days, the Collateral Agent, at its option, may (but shall not beobligated to) discharge any taxes, charges, assessments, security interests, Liens or otherencumbrances upon the Pledged Securities or otherwise protect the value thereof. All suchexpenditures incurred by the Collateral Agency shall be payable by the Pledgors to the CollateralAgent upon demand.     Section 28. *Waivers*. Each Grantor hereby waives demand, payment, notice of dishonor orprotest and all other notices of any kind in connection with the Secured Obligations, and all othernotices to which such Grantor might otherwise be entitled, except as otherwise expressly providedherein or in the Secured Obligation Documents. The Collateral Agent may
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release, supersede, exchange or modify any other collateral security which it may from time to timehold and may release, surrender or modify the liability of any third party without giving noticehereunder to the Pledgors. Such modifications, charges, renewals, releases or other actions shallin no way affect the Pledgors’ obligations hereunder.     Section 29. *Rights*. No course of dealing between the Pledgors, the Collateral Agent and/orthe Secured Parties nor any delay in exercising, on the part of the Collateral Agent and/or anySecured Party of any right, power or privilege hereunder, shall operate as a waiver thereof; norshall any single or partial exercise of any rights, power or privilege hereunder preclude any otheror further exercise thereof or the exercise of any other right, power or privilege. The rights andremedies hereunder are cumulative and are in addition to, and not exclusive of, any rights orremedies provided by law, including, without limitation, the rights and remedies of a secured partyunder the UCC.     Section 30. *Binding Effect*. This Agreement shall be binding upon and inure to the benefitof the parties hereto and their respective successors and assigns, including any other holder orholders of any Secured Obligations and may be executed in two or more counterparts, each of whichshall together constitute one and the same agreement.     Section 31. *Survival*. All representations, warranties, covenants and agreementscontained herein shall survive the execution and delivery of this Agreement and the otherSecured Obligation Documents and shall continue until payment in full of all SecuredObligations.     Section 32. *Intercreditor Agreement*. Notwithstanding anything herein to the contrary, thelien and security interest granted to the Collateral Agent pursuant to any Security Document(including, without limitation, this Agreement) and the exercise of any right or remedy by theCollateral Agent hereunder or under any other Security Document are subject to the provisions ofeach Intercreditor Agreement, as applicable. In the event of any conflict between the terms of anyIntercreditor Agreement, this Agreement and any other Security Document, the terms of theapplicable Intercreditor Agreement shall govern and control with respect to any right or remedy.[Remainder of page intentionally left blank]
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     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executedby their authorized representatives as of the date first written above.           GeoEye, Inc.             By: /s/ Joseph F. Greeves             Name: Joseph F. Greeves      Title: Executive Vice President        and Chief Financial Officer  [Signature Page to Security Agreement]
 

 
           GUARANTORS:             ORBIMAGE Inc.             By: /s/ William L. Warren             Name: William L. Warren      Title: Senior Vice President,        General Counsel and Secretary             ORBIMAGE SI Holdco Inc.             By: /s/ William L. Warren             Name: William L. Warren      Title: Vice President and Secretary             ORBIMAGE SI Opco Inc.             By: /s/ William L. Warren             Name: William L. Warren      Title: Vice President and Secretary             i5, Inc.             By: /s/ William L. Warren             Name: William L. Warren      Title: Vice President and Secretary             M.J. Harden Associates, Inc.             By: /s/ William L. Warren             Name: William L. Warren      Title: Vice President and Secretary             ORBIMAGE License Corp.             By: /s/ William L. Warren             Name: William L. Warren      Title: Vice President and Secretary  [Signature Page to Security Agreement]
 

 
      THE BANK OF NEW YORK MELLON,   as Collateral Agent    By: /s/ Christopher Greene Name: Christopher Greene     Title: Vice President  [Signature Page to Security Agreement]
 

 
**SCHEDULE I**